Free
translation from Portuguese
  Exhibit
Number: 4.11
  BNDES
  FINANCING AGREEMENT THROUGH CREDIT FACILITY No.
      08.2.1122.1, BY AND BETWEEN THE NATIONAL BANK OF ECONOMIC AND SOCIAL
      DEVELOPMENT – BNDES, VOTORANTIM CELULOSE E PAPEL S/A, AND INTERVENING
      PARTIES, AS FOLLOWS:
  THE
NATIONAL BANK OF ECONOMIC AND SOCIAL DEVELOPMENT – BNDES, hereinafter referred
to as BNDES, a federal public entity, with its principal place of business in
Brasília, Federal District, and offices in this City, at Avenida República do
Chile, 100, registered with the National Corporate Taxpayers Register under CNPJ
No. 33.657.248/0001-89, by its undersigned 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, 1.357, 6th floor,
registered with the National Corporate Taxpayers Register under CNPJ No.
60.643.228/0001-21, by its undersigned representatives; and also as INTERVENING
PARTIES, VCP – MS CELULOSE SUL MATO-GROSSENSE LTDA., a business limited company
with its principal place of business in Horto Barra do Moelo, rural zone, State
of Mato Grosso do Sul, at Rodovia MS 395, km 20, registered with the National
Corporate Taxpayers Register under CNPJ No. 36.785.418/0001-07, and also
HEJOASSU ADMINISTRAÇÃO S/A, a corporation with its principal place of business
in the City of São Paulo, State of São Paulo, at Praça Ramos de Azevedo, 254,
7th
floor, National Corporate Taxpayers Register under CNPJ No. 61.194.148/0001-07,
by its undersigned representatives, do hereby agree on the following
clauses:
  
 
 ONE
  NATURE, AMOUNT AND
SUBJECT-MATTER OF THE AGREEMENT
  BNDES
hereby grants to the BENEFICIARY a credit in the amount of one hundred and sixty
million Reais
(R$160,000,000.00), divided into two (2) sub-credits, in the following
amounts:
  1 –
Sub-credit "A": eighty-four million Reais (R$84,000,000.00) to
the account of ordinary funds, composed, among others, of the funds of the
Workers Support Fund – FAT, the funds originating from FAT – Special Deposits
and from the PIS/PASEP Participation Fund, with due regard, as to allocation,
for the law applicable to each one of said sources and the provisions of the
Sole Paragraph of Section Two;
  2 –
Sub-credit "A": seventy-six million Reais (R$76,000,000.00) to
the account of ordinary funds, composed, among others, of the funds of the
Workers Support Fund – FAT, the funds originating from FAT – Special Deposits
and from the PIS/PASEP Participation Fund, with due regard, as to allocation,
for the law applicable to each one of said sources and the provisions of the
Sole Paragraph of Section Two.
  SOLE
PARAGRAPH
  The
credit now granted is intended for advancement of funds within the scope of the
Bridge Loan Product, for implementation by the INTERVENING PARTY VCP – MS
CELULOSE SUL MATOGROSSENSE LTDA. of a production line of bleached cellulose from
eucalyptus in the Três Lagoas region – State of Mato Grosso do Sul, with a
nominal capacity of 1,300,000 tons/year.
  TWO
  AVAILABILITY OF THE
CREDIT
  The
credit shall be made available to the BENEFICIARY in installments, after
compliance with the conditions precedent of use mentioned in Section Ten, by
virtue of the need to carry out the financed project, with due regard for the
financial program of the BNDES, which is conditioned upon the definition of
funds for application thereof by the National Monetary Council.
  SOLE
PARAGRAPH
  The funds
in this transaction shall be made available to the BENEFICIARY through credit in
a non-transaction current account opened on its behalf at the BNDES, in which
the debits determined by the law and those contractually authorized by the
BENEFICIARY shall be made upon release, the remaining total balance of which
shall be promptly transferred to current account No. 7.700.313-3, held by the
BENEFICIARY at Banco Real S/A (No. 0356), Corporate Paulista branch (No.
0689).
  
  THREE
  INTEREST ON SUB-CREDITS “A”
AND “B”
  The
principal of the BENEFICIARY’s debt shall accrue interest of sixteen point
fifty-three percent (16.53%) per year (as remuneration) to Sub-credit “A”, and
sixteen point three percent (16.3%) per year (as remuneration) to Sub-credit
“B”, on the respective outstanding balances on the payment dates mentioned in
the Sole Paragraph of this Section, and also considering, in the daily
calculation of interest, the number of days elapsed from the date of each
financial event to the dates of payment mentioned above.
  SOLE
PARAGRAPH
  The
amount of interest ascertained pursuant to this Section shall be due on the
fifteenth (15) day of the months of April and July, 2009, and on August 15,
2009, inclusive, together with the lump sum repayment of the principal and on
the maturity or settlement date of this Agreement, with due regard for the
provisions of Section Sixteen.
  FOUR
  CHARGES FOR RESERVATION OF
CREDIT
  The
BENEFICIARY shall pay to the BNDES the Charge for Reservation of Credit of zero
point one percent (0.1%), due on a thirty (30)-day period or fraction thereof,
on:
  I – the
unused balance of each installment of the credit, as from the date following its
availability to the date of use, on which occasion the payment shall be due;
and
  II – the
unused balance of the credit, as from the date following its availability to the
date of cancellation, made at the request of the BENEFICIARY or by initiative of
the BNDES, and which payment shall be due on the date of the request or decision
of the BNDES, as the case may be.
  SOLE
PARAGRAPH
  The
charge mentioned in items I and II above shall be due in the event of
establishment of a plan for availability of funds.
  
  FIVE
  PROCESSING AND COLLECTION OF
THE DEBT
  The
collection of the principal and charges shall be made by means of a Notice of
Collection issued in advance by the BNDES, for the BENEFICIARY to settle such
obligations on the respective dates of maturity.
  SOLE
PARAGRAPH
  Failure
to receive the Notice of Collection shall not exempt the BENEFICIARY of the
obligation to pay the principal and charges installments on the dates
established herein.
  SIX
  REPAYMENT
  The
principal of the debt arising out of this Agreement shall be paid to the BNDES
in a lump sum, on August 15, 2009, with due regard for the provisions in Section
Sixteen, the BENEFICIARY agreeing to comply, in such lump sum payment, with all
obligations arising out of this Agreement.
  SEVEN
  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 Resolution No. 1.571/2008,
of March 04, 2008, all of which of the Executive Board of the 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 - use
the total credit within twenty-six (26) months, as from the date of execution
hereof, without prejudice to the authority of the BNDES, before or after the
final expiration of this period, protected by the collaterals established
herein, to extend the said period, by means of an express authorization, by
mail, irrespective of another formality or registration;
  
 
 III - in
the event of, by reason of the project under the Sole Paragraph of Section One,
dismissal of employees of the BENEFICIARY 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.
 IV -
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 project mentioned in the Sole Paragraph of Section
One;
 V -
maintain in a regular situation its obligations toward the environmental
authorities, during the term hereof;
 VI -
observe, during the term hereof, the provisions of the laws applicable to
disabled persons;
 VII –
inform to the BNDES, on the date of the event, the name and the Individual
Taxpayers Register of the Ministry of Finance – CPF/MF of the person who,
exercising a paid office or being a owner, controlling member or officer, has
been qualified as a Federal Congressperson or Senator;
 VIII –
transfer to the INTERVENING PARTY VCP – MS CELULOSE SUL-MATOGROSSENSE LTDA. the
totality of the funds mentioned in Section One, with due regard for the
provisions of the Sole Paragraph of Section Two, and on the same conditions
established in the other Sections hereof, such funds being intended for the
purpose described in the Sole Paragraph of Section One;
 IX –
maintain, during the effectiveness of this Agreement, the following
financial-economic indexes annually ascertained in a balance sheet audited by
external auditors registered with the Brazilian Securities Commission – CVM, as
specified in the items below:
 a)
              As
      regards the indebtedness during the period mentioned in item IX of this
      Section, the formula DBL/EBTDA formula < three (3.00) shall apply,
      where DBL means the Net Bank Debt and EBITDA means the Operating Income
      before interest, income tax, depreciation and
  amortization;
 b)
              As
      regards the structure of the debt during the period mentioned in item IX
      of this Section, the Gross Debt / (Gross Debt + PL) < zero point
      seventy (0.70) formula shall apply, where Gross Debt corresponds to the
      result of the sum of Current Liabilities and Long-Term Liability, and PL
      corresponds to Net Equity;
  
 
 X –
submit to the BNDES, by June 30, 2009, for purposes of evidence of compliance
with the obligation established in item IX hereof, a balance sheet audited by a
company registered with the Brazilian Securities Commission;
 XI – in
case the levels established in item IX of this Section are not met, create
within a term of sixty (60) days as from the date of the communication, in
writing, from the BNDES, collateral guarantees pursuant to the provisions or
article 27 of the mentioned “Provisions Applicable to BNDES Contracts”, unless
within such term the levels mentioned above are restored.
  EIGHT
 OBLIGATIONS OF THE
INTERVENING PARTY
 
 The
intervening party VCP – MS CELULOSE SUL MATO-GROSSENSE LTDA, identified in the
preamble to this Agreement, agrees to:
 I – apply
the funds transferred by the BENEFICIARY pursuant to item VIII of Section Seven
exclusively in the implementation of the production line of bleached cellulose
from eucalyptus in the Três Lagoas region – State of Mato Grosso do Sul, with a
nominal capacity of 1,300,000 tons/year, which project is mentioned in the Sole
Paragraph of Section One;
 II –
comply, as applicable, with the PROVISIONS mentioned in item I of Section Seven,
especially article 34, the specific application of which it expressly declares
to be aware and in agreement;
 III –
submit to the BNDES, within one hundred and eighty (180) days as from release of
the last installment of the credit, the Operation License, officially published,
of the project set forth in the Sole Paragraph of Section One, issued by the
proper agency integrating the National Environment System – SISNAMA, or
supplementarily by the Brazilian Institute of Environment and Renewable Natural
Resources – IBAMA;
 IV - in
the event of, by reason of the project under the Sole Paragraph of Section One,
dismissal of employees of the INTERVENING PARTY VCP – MS CELULOSE SUL
MATOGROSSENSE LTDA. during the term hereof, offering a training program aimed at
opportunities of work in the region and/or outplacement program for the workers
in other companies, after submitting to the BNDES, for examination, a document
that specifies and attests the conclusion of the negotiations with the competent
representations of the workers involved in the dismissal
process;
  
 
 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 project mentioned in the Sole Paragraph of Section
One;
 VI -
maintain in good standing its obligations with the environmental authorities,
during the term of effectiveness hereof;
 VII –
communicate to the BNDES, on the date of the event, the name and the Individual
Taxpayers Register of the Ministry of Finance – CPF/MF of the person who,
exercising a paid office or being an owner, controlling member or officer, has
been qualified as a member of the House of Representatives or
Senator.
 
 NINE
 RECIPROCAL POWER OF
ATTORNEY
 
 The
BENEFICIARY, the INTERVENING PARTY VCP – MS CELULOSE SUL MATO-GROSSENSE LTDA.
and the INTERVENING PARTY HEJOASSU ADMINISTRAÇÃO S/A, hereby and irrevocably and
irreversibly name each other mutual and reciprocal attorneys-in-fact until final
settlement of the debt now undertaken, with powers to receive service of
process, notices and summons, and further with powers of the ad judicia clause for the
courts in general, which powers may be delegated to an attorney, all regarding
any legal or extrajudicial proceedings filed against them by the BNDES by virtue
of this Agreement, with powers to perform all acts necessary for the good and
faithful compliance with such power of attorney.
  TEN
 CONDITIONS TO USE THE
CREDIT
 
 The
utilization of the credit, 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, and of those set forth in the “RULES AND INSTRUCTIONS FOR
MONITORING”,mentioned in Article 2 of the same “PROVISIONS”, is subject to
compliance, by the BENEFICIARY and the INTERVENING PARTY VCP - MS CELULOSE SUL
MATO-GROSSENSE LTDA., as mentioned below, with the following items:
 I - to
use the first installment of the credit:
 a)
opening, by the BENEFICIARY, of a current account at BNDES;





b)
submission, by the BENEFICIARY, of a Letter of Guarantee issued by a financial
institution approved by the BNDES pursuant to and in accordance with the
provisions of Paragraph One of Section Eleven hereof;


II - to
use each installment of the credit:


a)
inexistence on the part of the BENEFICIARY or the INTERVENING PARTY VCP – MS
CELULOSE SUL MATO-GROSSENSE LTDA. of an economic-financial fact that, at the
discretion of BNDES, may jeopardize the performance of the undertaking now
financed, so as to change it or prevent its performance, as set forth in the
project approved by the BNDES;


b)
submission, by the BENEFICIARY and the INTERVENING PARTY VCP – MS CELULOSE SUL
MATO-GROSSENSE LTDA., of the Tax Clearance Certificate – CND, issued by the
Brazilian Federal Revenue Office , on the Internet, to be obtained by the
BENEFICIARY at www.previdenciasocial.gov.br
or www.receita.fazenda.gov.br
and verified by the BNDES in such sites;


c) proof
of the good standing before environmental authorities, or when such proof has
already been submitted and is in force, declaration of the INTERVENING PARTY VCP
– MS CELULOSE SUL MATO-GROSSENSE LTDA. about the continuation of the validity of
such document;


d)
submission, preferably by electronic file, of a list with data identifying the
assets corresponding to the installment of the credit to be used, detailing the
equipment, the manufacturer, the amount and other information as requested by
the BNDES, in order to prove that the machines and equipment purchased with
funds arising out hereof are accredited at the BNDES.





ELEVEN


GUARANTEE





HEJOASSU
ADMINISTRAÇÃO S/A, identified in the preamble, accepts this Agreement as
guarantor and principal payer, expressly waiving the benefits of articles 366,
827 and 838 of the Brazilian Civil Code, being jointly and severally liable
until final settlement of this Agreement for the faithful and exact compliance
with all obligations herein undertaken by the BENEFICIARY, such liability being
limited to fifty-two point five percent (52.5%) of the debt.





PARAGRAPH
ONE





In
addition to the guarantee established in the main provision of this Section, a
guarantee shall be granted by a financial institution which, at the BNDES
discretion, is in an economic-financial situation of visible solvency, through a
Letter of Guarantee to be executed according to the form given by the BNDES, and
the guarantor agrees to be bound as joint and several debtor and principal payer
of the obligations arising out hereof, until final settlement, with express
waiver of the benefits of articles 366, 827 and 838 of the Civil Code, and any
change in the term or amount of the guarantee shall depend always on the prior
consent of such guarantor, which liability shall be limited to forty-seven point
five percent (47.5%) of the debt.





PARAGRAPH
TWO





Any
change in the limits of the guarantees provided for in the main provision and in
Paragraph One of this Section shall be evidenced in an amendment entered into
between all the parties.





TWELVE


DEFAULT





In the
event of default of the obligations assumed by the BENEFICIARY and by the
INTERVENING PARTY VCP – MS CELULOSE SUL MATO-GROSSENSE LTDA. and HEJOASSU
ADMINISTRAÇÃO S/A, Articles 40 to 47-A of the“PROVISIONS APPLICABLE TO BNDES
CONTRACTS”shallapply, as mentioned by
Section Seven, Item I.





THIRTEEN


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 date of filing of a collection action.







FOURTEEN


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 Seven, Item
I.





FIFTEEN


ACCELERATED
MATURITY





The BNDES
may declare the accelerated maturity hereof, with the enforceability 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 in Section Seven, Item I, BNDES proves:


a) the
dismissal of employees of the BENEFICIARY or the INTERVENING PARTY VCP – MS
CELULOSE SUL MATO-GROSSENSE LTDA. in breach of the provisions, respectively, of
Item III of Section Seven and item IV of Section Eight;


b)
existence of a final judgment regarding performance of acts by the Beneficiary
or the INTERVENING PARTY VCP – MS CELULOSE SUL MATO-GROSSENSE LTDA. implying
violation of the legislation applicable to race or sex discrimination, child
work and slavery;


c) the
inclusion, in a corporate agreement, by-laws or articles of 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 controlling persons, or
also the inclusion in those documents of provisions implying:


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 harm to the capacity of payment of the financial obligations
arising out of this transaction;


d)
non-compliance with the obligation set forth in item XI of Section
Seven.







PARAGRAPH
ONE





In the
event of use of the funds granted hereby for a purpose other than that set forth
in the Sole Paragraph of Section One, the BNDES, without prejudice to the main
provision hereof, shall communicate the fact to the Federal Public Prosecutors
Office, for the purposes of Law No. 7.492, of June 16, 1986.





PARAGRAPH
TWO





This
Agreement shall also be accelerated, with the consequent collection of the debt
and prompt suspension of any disbursement, on the date of qualification as a
member of the House of Representatives or Senator of a person exercising a paid
office in the BENEFICIARY or the INTERVENING PARTY VCP – MS CELULOSE SUL
MATO-GROSSENSE LTDA. or whose owners, controlling persons or officers include
persons subject to the prohibitions established by the Federal Constitution,
article 54, items I and II. There shall be no collection of default charges,
provided that the payment is made within five (5) business days as from the date
of qualification, under penalty of failing to do so, the charges provided for in
the cases of advanced maturity due to default becoming due.





SIXTEEN


MATURITY ON
HOLIDAYS





Every
maturity of an installment of repayment of the principal and charges that occurs
on a Saturday, Sunday or national holiday, whether state, district or municipal,
including bank holidays, shall be, for all purposes hereof, postponed until the
first subsequent business day, and the charges shall be computed until this
date, the next regular period of assessment and computation of the charges
hereof shall also start on this date.





SOLE
PARAGRAPH





For
effects of the main provision of this Section, except for an express provision
otherwise, the holidays of the place where the principal place of business of
the BENEFICIARY is located, the address of which is mentioned herein, shall be
taken into consideration.








The
BENEFICIARY VOTORANTIM CELULOSE S/A and the INTERVENING PARTIES VCP – MS
CELULOSE SUL MATO-GROSSENSE LTDA. and HEJOASSU ADMINISTRAÇÃO S/A submitted,
respectively, Tax Clearance Certificates – CND Nos. 003732008-21200228,
03982208-06001090 and 003122008-21200148, issued on November 13, 2008, December
18, 2008 and October 21, 2008, by the Brazilian Federal Revenue
Office.





The pages
hereof are initialed by Leonardo Thadeu de Oliveira, lawyer of BNDES, by
authorization of the undersigned legal representatives.





In
witness whereof, the parties sign this instrument in four (4) counterparts of
same contents and for one single purpose, in the presence of the undersigned
witnesses.





Rio de
Janeiro, January ...., 2009





By
BNDES:


NATIONAL
BANK OF ECONOMIC AND SOCIAL DEVELOPMENT – BNDES





By the
BENEFICIARY:


VOTORANTIM
CELULOSE E PAPEL S/A


(sgd)


Paulo
Prignolato


Chief
Financial Officer and Investors Relations Officer


CPF:
085.379.378-60


(sgd)


Francisco
Fernandes Campos Valério


Technical
and Industrial Officer


CPF:
055.280.319-91





INTERVENING
PARTY:





VCP – MS
CELULOSE SUL MATO-GROSSENSE LTDA.


(sgd)


Francisco
Fernandes Campos Valério





Technical
and Industrial Officer


CPF:
065.280.319-91


(sgd)


José
Guilherme Ferreira Oliveira Gomes


Identity
Card: 13.091.212-8 SSP/SP


CPF:
134.404.078-02





INTERVENING
GUARANTOR:





HEJOASSU
ADMINISTRAÇÃO S/A


(sgd)                    
  (sgd)





WITNESSES:


(sgd)


Name:
Paulo Henrique B. Alonso


Taxpayer
Card (CPF): 254.079.748-27


(sgd)


Name:
Benedito Fernando Dário


Identity
Card: 20.491.481-4


Taxpayer
Card (CPF): 139.382.928-73







san/mmc/textos6/voto23.doc
 3/3/2009