Exhibit 10.8


 


EXECUTION VERSION


 


EXPORT PREPAYMENT FACILITY AGREEMENT AND SECURED LOAN


 


dated as of May 13, 2009


 


among


 


ARACRUZ TRADING INTERNATIONAL LTD., 

as the Borrower,


 


ARACRUZ CELULOSE S.A.


ALICIA PAPÉIS S.A.


ARACRUZ CELULOSE (USA), INC.,


as the Guarantors,


 


THE LENDERS DEFINED HEREIN,


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as the Administrative Agent,


 


THE BANK OF NEW YORK MELLON,


as the U.S. Collateral Agent,


 


and


 


BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES 

MOBILIÁRIOS S.A., 

as the Brazil Collateral Agent


 






 


SENIOR SECURED LOANS


 






 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Certain Defined Terms

  	
   

  	
  1

  
	
  Section 1.2

  	
   

  	
  Other Interpretive
  Provisions

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  THE
  CREDIT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Commitments

  	
   

  	
  38

  
	
  Section 2.2

  	
   

  	
  Borrowing Procedure

  	
   

  	
  38

  
	
  Section 2.3

  	
   

  	
  Funding and Refinancing
  Mechanics

  	
   

  	
  38

  
	
  Section 2.4

  	
   

  	
  Notes

  	
   

  	
  40

  
	
  Section 2.5

  	
   

  	
  Fees of Agents

  	
   

  	
  40

  
	
  Section 2.6

  	
   

  	
  Several Obligations;
  Remedies Independent

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  PAYMENTS
  OF PRINCIPAL AND INTEREST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Repayment of the Loans

  	
   

  	
  40

  
	
  Section 3.2

  	
   

  	
  Interest

  	
   

  	
  41

  
	
  Section 3.3

  	
   

  	
  Optional Prepayments

  	
   

  	
  42

  
	
  Section 3.4

  	
   

  	
  Mandatory Prepayments

  	
   

  	
  42

  
	
  Section 3.5

  	
   

  	
  Payments

  	
   

  	
  46

  
	
  Section 3.6

  	
   

  	
  Pro Rata Treatment

  	
   

  	
  47

  
	
  Section 3.7

  	
   

  	
  Certain Notices

  	
   

  	
  47

  
	
  Section 3.8

  	
   

  	
  Non-Receipt of Funds by
  the Administrative Agent

  	
   

  	
  47

  
	
  Section 3.9

  	
   

  	
  Set-Off; Sharing of
  Payments

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  YIELD
  PROTECTION, ETC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Additional Costs

  	
   

  	
  49

  
	
  Section 4.2

  	
   

  	
  Substitute Basis

  	
   

  	
  50

  
	
  Section 4.3

  	
   

  	
  Illegality

  	
   

  	
  50

  
	
  Section 4.4

  	
   

  	
  Funding Losses

  	
   

  	
  50

  



 


i

















 


TABLE OF CONTENTS

(continued)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.5

  	
   

  	
  Taxes

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  COLLATERAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Collateral

  	
   

  	
  53

  
	
  Section 5.2

  	
   

  	
  Release of Collateral

  	
   

  	
  53

  
	
  Section 5.3

  	
   

  	
  Application of Proceeds

  	
   

  	
  53

  
	
  Section 5.4

  	
   

  	
  The Collateral Accounts

  	
   

  	
  54

  
	
  Section 5.5

  	
   

  	
  Export Arrangements

  	
   

  	
  54

  
	
  Section 5.6

  	
   

  	
  Releases from the Export
  Collateral Account

  	
   

  	
  56

  
	
  Section 5.7

  	
   

  	
  Remedies During Events of
  Default

  	
   

  	
  57

  
	
  Section 5.8

  	
   

  	
  Certain Rights and Duties
  of the Collateral Agents

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  CONDITIONS
  PRECEDENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Conditions Precedent

  	
   

  	
  58

  
	
  Section 6.2

  	
   

  	
  Satisfaction of Conditions
  Precedent

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  REPRESENTATIONS
  AND WARRANTIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Existence, Power and
  Authority

  	
   

  	
  63

  
	
  Section 7.2

  	
   

  	
  Subsidiaries

  	
   

  	
  63

  
	
  Section 7.3

  	
   

  	
  Due Authorization, Etc.

  	
   

  	
  64

  
	
  Section 7.4

  	
   

  	
  No Additional
  Authorization Required

  	
   

  	
  64

  
	
  Section 7.5

  	
   

  	
  Legal Effect

  	
   

  	
  65

  
	
  Section 7.6

  	
   

  	
  Financial Statements

  	
   

  	
  65

  
	
  Section 7.7

  	
   

  	
  Ranking; Priority

  	
   

  	
  65

  
	
  Section 7.8

  	
   

  	
  No Actions or Proceedings

  	
   

  	
  66

  
	
  Section 7.9

  	
   

  	
  Commercial Activity;
  Absence of Immunity

  	
   

  	
  66

  
	
  Section 7.10

  	
   

  	
  Existing Debt

  	
   

  	
  66

  
	
  Section 7.11

  	
   

  	
  Taxes

  	
   

  	
  66

  
	
  Section 7.12

  	
   

  	
  Legal Form

  	
   

  	
  66

  



 


ii

















 


TABLE OF CONTENTS

(continued)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.13

  	
   

  	
  Full Disclosure

  	
   

  	
  67

  
	
  Section 7.14

  	
   

  	
  Security Interest

  	
   

  	
  67

  
	
  Section 7.15

  	
   

  	
  Title to Assets; Liens

  	
   

  	
  68

  
	
  Section 7.16

  	
   

  	
  Intellectual Property

  	
   

  	
  68

  
	
  Section 7.17

  	
   

  	
  Customers; Eligible
  Offtakers

  	
   

  	
  68

  
	
  Section 7.18

  	
   

  	
  No Default

  	
   

  	
  69

  
	
  Section 7.19

  	
   

  	
  Compliance

  	
   

  	
  69

  
	
  Section 7.20

  	
   

  	
  Solvency

  	
   

  	
  69

  
	
  Section 7.21

  	
   

  	
  Hedging Guidelines

  	
   

  	
  69

  
	
  Section 7.22

  	
   

  	
  Labor Matters

  	
   

  	
  69

  
	
  Section 7.23

  	
   

  	
  Environmental Matters

  	
   

  	
  69

  
	
  Section 7.24

  	
   

  	
  Federal Reserve
  Regulations

  	
   

  	
  70

  
	
  Section 7.25

  	
   

  	
  Investment Company Act

  	
   

  	
  70

  
	
  Section 7.26

  	
   

  	
  Availability and Transfer
  of Foreign Currency

  	
   

  	
  70

  
	
  Section 7.27

  	
   

  	
  Anti-Terrorism Laws

  	
   

  	
  70

  
	
  Section 7.28

  	
   

  	
  UCC Matters

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  COVENANTS
  OF THE OBLIGORS

  
	
   

  
	
  Section 8.1

  	
   

  	
  Corporate Existence;
  Inspection; Books and Records

  	
   

  	
  71

  
	
  Section 8.2

  	
   

  	
  Compliance; Insurance

  	
   

  	
  72

  
	
  Section 8.3

  	
   

  	
  Governmental Approvals

  	
   

  	
  73

  
	
  Section 8.4

  	
   

  	
  Reporting Requirements

  	
   

  	
  73

  
	
  Section 8.5

  	
   

  	
  Ranking; Priority

  	
   

  	
  75

  
	
  Section 8.6

  	
   

  	
  Amendment to Certain
  Agreements

  	
   

  	
  75

  
	
  Section 8.7

  	
   

  	
  Negative Pledge

  	
   

  	
  76

  
	
  Section 8.8

  	
   

  	
  Transactions With
  Affiliates

  	
   

  	
  76

  
	
  Section 8.9

  	
   

  	
  Line of Business, Etc.

  	
   

  	
  76

  
	
  Section 8.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  76

  
	
  Section 8.11

  	
   

  	
  Further Assurances

  	
   

  	
  77

  
	
  Section 8.12

  	
   

  	
  Limitation on
  Consolidations, Mergers, Sale or Conveyance

  	
   

  	
  77

  



 


iii

















 


TABLE OF CONTENTS

(continued)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.13

  	
   

  	
  Investment Company Act

  	
   

  	
  78

  
	
  Section 8.14

  	
   

  	
  Debt Service Coverage
  Ratio

  	
   

  	
  78

  
	
  Section 8.15

  	
   

  	
  Debt to Adjusted EBITDA
  Ratio

  	
   

  	
  78

  
	
  Section 8.16

  	
   

  	
  Registration of Brazilian
  Security Documents

  	
   

  	
  79

  
	
  Section 8.17

  	
   

  	
  Registration of Restated
  ROFs

  	
   

  	
  79

  
	
  Section 8.18

  	
   

  	
  Limitations on Asset Sales
  and Asset Exchanges

  	
   

  	
  79

  
	
  Section 8.19

  	
   

  	
  Limitations on Capital
  Expenditures

  	
   

  	
  80

  
	
  Section 8.20

  	
   

  	
  Limitations on Restricted
  Payments

  	
   

  	
  81

  
	
  Section 8.21

  	
   

  	
  Limitations on Incurrence
  of Additional Debt

  	
   

  	
  82

  
	
  Section 8.22

  	
   

  	
  Limitations on Prepayments
  of Debt

  	
   

  	
  83

  
	
  Section 8.23

  	
   

  	
  Hedging

  	
   

  	
  83

  
	
  Section 8.24

  	
   

  	
  Burdensome Agreements

  	
   

  	
  83

  
	
  Section 8.25

  	
   

  	
  Additional Guarantors

  	
   

  	
  84

  
	
  Section 8.26

  	
   

  	
  Credit Insurance Policy

  	
   

  	
  84

  
	
  Section 8.27

  	
   

  	
  Limitation on Refinancing
  Drop-Down Subsidiaries

  	
   

  	
  84

  
	
  Section 8.28

  	
   

  	
  Transfer of Barra do
  Riacho Plants

  	
   

  	
  84

  
	
  Section 8.29

  	
   

  	
  BNDES Release

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  EVENTS
  OF DEFAULT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1

  	
   

  	
  Events of Default

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  THE
  AGENTS

  
	
  Section 10.1

  	
   

  	
  Appointment, Powers and
  Immunities

  	
   

  	
  88

  
	
  Section 10.2

  	
   

  	
  Reliance by the Agents

  	
   

  	
  89

  
	
  Section 10.3

  	
   

  	
  Defaults

  	
   

  	
  90

  
	
  Section 10.4

  	
   

  	
  Rights as a Lender

  	
   

  	
  90

  
	
  Section 10.5

  	
   

  	
  Indemnification

  	
   

  	
  90

  
	
  Section 10.6

  	
   

  	
  Non-Reliance upon the
  Agents and Other Lenders

  	
   

  	
  91

  
	
  Section 10.7

  	
   

  	
  Failure to Act

  	
   

  	
  91

  



 


iv

















 


TABLE OF CONTENTS

(continued)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.8

  	
   

  	
  Resignation or Removal of
  the Agents

  	
   

  	
  91

  
	
  Section 10.9

  	
   

  	
  Limitation on Duty of
  Collateral Agents in Respect of Collateral

  	
   

  	
  92

  
	
  Section 10.10

  	
   

  	
  Appointment of Collateral
  Agent

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
  GUARANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.1

  	
   

  	
  Guarantee

  	
   

  	
  93

  
	
  Section 11.2

  	
   

  	
  Guarantee Unconditional

  	
   

  	
  93

  
	
  Section 11.3

  	
   

  	
  Discharge Only Upon
  Payment in Full; Reinstatement In Certain Circumstances

  	
   

  	
  94

  
	
  Section 11.4

  	
   

  	
  Waiver

  	
   

  	
  94

  
	
  Section 11.5

  	
   

  	
  Subrogation

  	
   

  	
  95

  
	
  Section 11.6

  	
   

  	
  Stay of Acceleration

  	
   

  	
  95

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.1

  	
   

  	
  Waiver

  	
   

  	
  95

  
	
  Section 12.2

  	
   

  	
  Waiver of Security,
  Performance Bond, Etc.

  	
   

  	
  95

  
	
  Section 12.3

  	
   

  	
  Notices

  	
   

  	
  96

  
	
  Section 12.4

  	
   

  	
  Expenses; Indemnity

  	
   

  	
  98

  
	
  Section 12.5

  	
   

  	
  Benefit of Agreement

  	
   

  	
  99

  
	
  Section 12.6

  	
   

  	
  Amendments, Etc.

  	
   

  	
  99

  
	
  Section 12.7

  	
   

  	
  Third Party Beneficiaries

  	
   

  	
  100

  
	
  Section 12.8

  	
   

  	
  Assignments and
  Participations

  	
   

  	
  100

  
	
  Section 12.9

  	
   

  	
  Survival

  	
   

  	
  103

  
	
  Section 12.10

  	
   

  	
  Captions

  	
   

  	
  103

  
	
  Section 12.11

  	
   

  	
  Counterparts

  	
   

  	
  103

  
	
  Section 12.12

  	
   

  	
  Governing Law

  	
   

  	
  104

  
	
  Section 12.13

  	
   

  	
  Jurisdiction, Service of
  Process and Venue

  	
   

  	
  104

  
	
  Section 12.14

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  105

  
	
  Section 12.15

  	
   

  	
  Waiver of Immunity

  	
   

  	
  106

  
	
  Section 12.16

  	
   

  	
  Judgment Currency

  	
   

  	
  106

  



 


v

















 


TABLE OF CONTENTS

(continued)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.17

  	
   

  	
  Use of English Language

  	
   

  	
  106

  
	
  Section 12.18

  	
   

  	
  Entire Agreement

  	
   

  	
  107

  
	
  Section 12.19

  	
   

  	
  Severability

  	
   

  	
  107

  
	
  Section 12.20

  	
   

  	
  No Fiduciary Relationship
  or Partnership

  	
   

  	
  107

  
	
  Section 12.21

  	
   

  	
  Confidentiality

  	
   

  	
  108

  
	
  Section 12.22

  	
   

  	
  Payments Set Aside

  	
   

  	
  108

  
	
  Section 12.23

  	
   

  	
  Surrender of Notes

  	
   

  	
  109

  
	
  Section 12.24

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  109

  
	
  Section 12.25

  	
   

  	
  Loans Held by the Aracruz
  Parties or their Affiliates

  	
   

  	
  109

  



 


vi

















 


Table of Contents

(continued)


 


ANNEXES AND EXHIBITS


 


	
  ANNEX
  1

  	
   

  	
  Lenders
  and Commitments

  
	
  ANNEX
  2

  	
   

  	
  Addresses
  for Notices

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  Form of
  Promissory Note

  
	
  EXHIBIT B

  	
   

  	
  Form of
  Notice of Borrowing

  
	
  EXHIBIT C

  	
   

  	
  Form of
  U.S. Security Agreement

  
	
  EXHIBIT D

  	
   

  	
  Form of
  U.S. Account Control Agreement

  
	
  EXHIBIT E

  	
   

  	
  Form of
  Brazil Account Pledge Agreement

  
	
  EXHIBIT F

  	
   

  	
  Form of
  Assignment Agreement

  
	
  EXHIBIT G

  	
   

  	
  Form of
  Aracruz Share Pledge Agreement

  
	
  EXHIBIT H

  	
   

  	
  Form of
  Alicia Share Pledge Agreement

  
	
  EXHIBIT I

  	
   

  	
  Form of
  Aracruz Note Pledge Agreement

  
	
  EXHIBIT J

  	
   

  	
  Form of
  Intercreditor Agreement

  
	
  EXHIBIT K

  	
   

  	
  Form of
  Barra do Riacho Security Documents

  
	
  EXHIBIT L

  	
   

  	
  Form of
  Cash Flow Certificate

  
	
  EXHIBIT M

  	
   

  	
  Form of
  Leverage Ratio Certificate

  
	
  EXHIBIT N

  	
   

  	
  Form of
  Facility Increase Amendment

  
	
  EXHIBIT O

  	
   

  	
  Form of
  Shareholder Subordinated Loan Agreement

  
	
  EXHIBIT P

  	
   

  	
  Form of
  Export Finance Agreement

  
	
  EXHIBIT Q

  	
   

  	
  Form of
  Aracruz Celulose Instruction Letter

  
	
  EXHIBIT R

  	
   

  	
  Form of
  Aracruz Trading Payment Order

  
	
  EXHIBIT S

  	
   

  	
  Form of
  Joinder for Guarantors

  
	
  EXHIBIT T

  	
   

  	
  Form of
  Joinder for Successor Entities

  
	
  EXHIBIT U

  	
   

  	
  Form of
  Brazilian Guarantee

  



 
















 


EXPORT
PREPAYMENT FACILITY AGREEMENT AND SECURED LOAN, dated as of May 13, 2009
(as it may be amended from time to time, this “Agreement”), among
ARACRUZ TRADING INTERNATIONAL LTD., a limited liability company organized under
the laws of Hungary (together with its successors, the “Borrower”),
ARACRUZ CELULOSE S.A., a corporation organized under the laws of Brazil (“Aracruz
Celulose”), ALÍCIA PAPÉIS S.A., a corporation organized under the laws of
Brazil (“Alicia”) and ARACRUZ CELULOSE (USA), INC., a corporation
organized under the laws of the State of Delaware (“Aracruz Inc. USA,”
and together with Aracruz Celulose and Alicia and each of their successors,
collectively, the “Initial Guarantors”), each of the Lenders that is a
signatory hereto on the signature pages hereto and each other Person that
becomes a “Lender” under the terms hereof (each, together with its successors
and permitted assigns, a “Lender”), DEUTSCHE BANK TRUST COMPANY
AMERICAS, as the administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the “Administrative Agent”), and
THE BANK OF NEW YORK MELLON, as the U.S. collateral agent for the Lender
Parties (in such capacity, together with its successors in such capacity, the “U.S.
Collateral Agent”), and BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE
TÍTULOS E VALORES MOBILIÁRIOS S.A., as the Brazil collateral agent for the
Lender Parties (as defined below) (in such capacity, together with its
successors in such capacity, the “Brazil Collateral Agent”).


 


RECITALS


 


WHEREAS,
the Borrower and the Initial Guarantors have requested that the Lenders make or
extend credit in the form of the Loans to the Borrower to refinance the
Terminated Derivative Obligations (as hereinafter defined) and the Lender Bilateral
Debt (as hereinafter defined); and


 


WHEREAS,
the Lenders are prepared to make or extend credit in the form of the Loans upon
and subject to the terms and conditions hereof;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:


 


ARTICLE I  

DEFINITIONS


 


Section 1.1 Certain Defined Terms. As used herein, the
following terms shall have the following meanings:


 


“Acceleration
Event” means, at any time, (i) the declaration by the Administrative
Agent (upon the request of the Majority Lenders) of the principal amount then
outstanding of, and the accrued interest on, the Loans and the Notes and all
other amounts payable by the Obligors under the Loan Documents to be
immediately due and payable due to the occurrence and continuance of an Event
of Default pursuant to Section 9.1 of this Agreement, as evidenced by a
notice from the Administrative Agent to the Obligors or (ii) the
occurrence and continuance of an Event of Default under Section 9.1(e), Section 9.1(f) or
Section 9.1(g) hereunder.


 


“Acceptable
Letter of Credit” means an unconditional and irrevocable letter of credit
issued (or confirmed) by an Eligible Financial Institution (a) providing
for payment to the U.S. Collateral Agent and for presentation and payment at
and issuance or confirmation by such


 

















 


Eligible
Financial Institution’s main office or a branch office in New York, (b) which
shall be payable in U.S. Dollars or Euros, (c) in respect of which no
Obligor shall be permitted to provide any collateral to, or for the benefit of,
the issuer of such letter of credit, and (d) governed by the Uniform
Customs and Practice for Documentary Credits, 1993 Revision, ICC
Publication No. 600 (the “Uniform Customs”), and to the extent not
addressed by the Uniform Customs, governed by New York law, and containing an
express waiver of Section 5-112 of New York Uniform Commercial Code (or
any similar or replacement provision therefor).


 


“Acquired
Debt” means any Debt of a Person or any of its Subsidiaries existing at the
time such Person becomes a Subsidiary of any Aracruz Party or any Aracruz Joint
Venture or at the time it merges or consolidates with any Aracruz Party (other
than Alicia) or any Aracruz Joint Venture or at the time such Debt is assumed
by any Aracruz Party (other than Alicia) or any Aracruz Joint Venture in
connection with the acquisition of assets from such Person, which Debt will be
deemed to have been Incurred at the time such Person becomes a Subsidiary of an
Aracruz Party or Aracruz Joint Venture or at the time it merges or consolidates
with such Aracruz Party or Aracruz Joint Venture or at the time such Debt is
assumed by such Aracruz Party or Aracruz Joint Venture in connection with the
acquisition of assets from such Person.


 


“Additional
Bilateral Debt” the outstanding obligations of Aracruz Celulose to BNP
Paribas pursuant to that certain Export Prepayment Agreement dated January 20,
2007, as amended, and set forth on Schedule 3(c).


 


“Additional
Lender” means BNP Paribas and/or any of its Affiliates.


 


“Adjusted
EBITDA” means, for any period, the aggregate net income of the Aracruz
Parties on a consolidated basis in accordance with GAAP and each Aracruz Joint
Venture (in the case of each such Aracruz Joint Venture, in proportion to
Aracruz Celulose’s direct or indirect ownership percentage of such Aracruz
Joint Venture) before (and determined without duplication) (a) income
taxes and social contribution, (b) financial income and Interest Expense, (c) net
results from derivative transactions, (d) depreciation, depletion and
amortization, (e) foreign exchange gains or losses and foreign currency
translation adjustments or monetary correction, (f) any net income or gain
(or net loss) on any foreign exchange transactions or net monetary positions
during such period and (g) any other non-cash items deducted from or
included in the calculation of net income of the Aracruz Parties or Aracruz
Joint Venture during such period; provided,
however, that in making the foregoing calculation, pro forma effect
will be given to the acquisition or disposition of Persons, divisions or lines
of businesses (including, the pro forma effect of any assumption or incurrence
of Debt in connection therewith) or any other assets by any Aracruz Party or
Aracruz Joint Venture that have occurred since the beginning of the reference
period as if such events had occurred, and, in the case of any disposition, the
proceeds thereof applied, on the first day of the reference period.


 


“Administrative
Agent” has the meaning set forth in the preamble.


 


“Administrative
Agent Fee Letter” means the letter agreement, dated as of April 3,
2009, among the Administrative Agent and the Borrower, providing for the
payment of fees to the Administrative Agent in connection herewith.


 


2

















 


“Administrative
Questionnaire” means an administrative questionnaire in a form supplied by
the Administrative Agent.


 


“Advisor
Fee Letters” means the (a) A&M Fee Reimbursement Letter, dated November 10,
2008, among A&M, Aracruz Celulose, CGSH and certain Lenders, (b) the
Fee Reimbursement Letter, dated November 28, 2008, among MMSO, the
Borrower and Aracruz Celulose, (c) the Fee Reimbursement Letter, dated as
of November 14, 2008, between CGSH and Aracruz Celulose and (d) the
Fee Reimbursement Letter, dated as of February 17, 2009, between GFMT and
Aracruz Celulose, in each case pursuant to which Aracruz Celulose agreed to pay
each Advisor for professional services and to reimburse such Advisor’s
expenses, in each case as provided therein.


 


“Advisors”
means A&M, CGSH, MMSO and GFMT.


 


“Affected
Interest Period” has the meaning set forth in Section 4.2.


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a
director or officer of such Person. For purposes of this definition, the term “control”
(including the terms “controlling,” “controlled by” and “under common control
with”) of a Person shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of Voting Stock, by contract or
otherwise; provided, however, that
neither of the Agents nor any Lender nor any Affiliate thereof shall, as a
result of its acting as such, be considered an Affiliate of any Aracruz Party.


 


“Agents”
means the Administrative Agent and the Collateral Agents.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Alicia”
has the meaning set forth in the preamble.


 


“Alicia
Lease” has the meaning set forth in Section 6.1(p).


 


“Alicia
Share Pledge Agreement” means the Share Pledge Agreement, to be dated on or
prior to the Closing Date, among Aracruz Celulose, Ara Pulp - Comércio de
Importação e Exportação, Unipessoal Ltda., the Administrative Agent and the
Brazil Collateral Agent, substantially in the form of Exhibit H.


 


“Alicia
Shares” means 100% of the Capital Stock of Alicia, pledged for the benefit
of the Lenders pursuant to the Alicia Share Pledge Agreement.


 


“Alternative
Rate” shall mean, for any day, a per
annum rate equal to the higher of (a) the Prime Rate for such
day and (b) the sum of 0.5% and the Federal Funds Rate for such day.


 


“Anti-Terrorism
Laws” has the meaning set forth in Section 7.27(a).


 


“Applicable
Equity Issuance Percentage” means (a) 100%, if the Debt to Adjusted
EBITDA Ratio as of the end of the Fiscal Quarter then most recently ended
exceeds 4.0:1.0; or (b) 50%, if the Debt to Adjusted EBITDA Ratio as of
the end of the Fiscal Quarter then most


 


3

















 


recently
ended is less than or equal to 4.0:1.0.


 


“Applicable
Law” means any applicable statute, law, regulation, ordinance, rule,
judgment, rule of common law, order, decree, approval (including any
Governmental Approval), concession, grant, franchise, license, agreement,
directive, guideline, guidance, policy, requirement or other governmental
restriction or any similar form of decision of, or determination by (or any
interpretation or administration of any of the foregoing by), any Governmental
Authority, whether in effect as of the date hereof or hereafter.


 


“Applicable
Lending Office” means, for each Lender, the lending office of such Lender (or
of an Affiliate of such Lender) designated in its Administrative Questionnaire
or such other office of such Lender (or of an Affiliate of such Lender) as such
Lender may from time to time specify to the Administrative Agent as the office
by which its Loan is to be made and maintained.


 


“Applicable
Margin” means, during any period, the rate opposite such period below:


 


	
  Period

  	
   

  	
  Rate

  
	
   

  	
   

  	
   

  
	
  January 1,
  2009 to December 31, 2009

  	
   

  	
  3.50%
  per annum

  
	
   

  	
   

  	
   

  
	
  January 1,
  2010 to June 30, 2010

  	
   

  	
  4.00%
  per annum

  
	
   

  	
   

  	
   

  
	
  July 1,
  2010 to December 31, 2010

  	
   

  	
  4.25%
  per annum

  
	
   

  	
   

  	
   

  
	
  January 1,
  2011 to June 30, 2011

  	
   

  	
  4.50%
  per annum

  
	
   

  	
   

  	
   

  
	
  July 1,
  2011 to December 31, 2011

  	
   

  	
  4.75%
  per annum

  
	
   

  	
   

  	
   

  
	
  January 1,
  2012 to June 30, 2012

  	
   

  	
  5.00%
  per annum

  
	
   

  	
   

  	
   

  
	
  July 1,
  2012 to December 31, 2012

  	
   

  	
  5.25%
  per annum

  
	
   

  	
   

  	
   

  
	
  January 1,
  2013 to June 30, 2013

  	
   

  	
  5.50%
  per annum

  
	
   

  	
   

  	
   

  
	
  July 1,
  2013 to December 31, 2013

  	
   

  	
  5.75%
  per annum

  
	
   

  	
   

  	
   

  
	
  January 1,
  2014 to Maturity Date

  	
   

  	
  6.00%
  per annum

  



 


“Approved
CAPEX Projects” means the Guaíba II Project, the Veracel II Project and any
other Investment CAPEX project approved by the Majority Lenders.


 


“Aracruz
Celulose” has the meaning set forth in the preamble.


 


“Aracruz
Celulose Instruction Letter” means an irrevocable Aracruz Celulose
Instruction Letter substantially in the form of Exhibit Q hereto.


 


“Aracruz
Celulose On-Shore Account” means each Real-denominated
deposit account established by an Affiliate of, or any other Brazilian bank
authorized to operate in the foreign exchange market chosen by, such Funding
Lender in accordance with Section 2.3(b)(ii).


 


4

















 


“Aracruz
Hedging Guidelines” means the guidelines of the Aracruz Parties with
respect to Hedging Transactions attached hereto as Schedule 13, as amended from
time to time with the approval of the Board of Directors of Aracruz Celulose.


 


“Aracruz
Intercompany Notes” means the notes issued by Aracruz Celulose to the
Borrower under the Export Finance Agreement and pledged to the Brazil
Collateral Agent for the benefit of the Lenders pursuant to the Aracruz Note
Pledge Agreement.


 


“Aracruz
Joint Venture” means any Person of which Aracruz Celulose owns, in the
aggregate, beneficially or of record, 50% or less of the Voting Stock,
including, as of the Closing Date and without limitation, Veracel.


 


“Aracruz
Note Pledge Agreement” means the Note Pledge Agreement, to be dated on or
prior to the Closing Date, between Aracruz Celulose and the Brazil Collateral
Agent, substantially in the form of Exhibit J.


 


“Aracruz
Party” means each of Aracruz Celulose and each of its Subsidiaries.


 


“Aracruz
Share Pledge Agreement” means the Share Pledge Agreement, to be dated on or
prior to the Closing Date, among Arapar S.A., São Teófilo Representação e
Participações S.A., Aracruz Celulose and the Brazil Collateral Agent,
substantially in the form of Exhibit G, the terms of which have been
acknowledged therein by Aracruz Celulose.


 


“Aracruz
Shares” means the 127,506,457 common shares of Aracruz Celulose, pledged
for the benefit of the Lenders pursuant to the Aracruz Share Pledge Agreement.


 


“Aracruz
Trading Funding Account” means each funding account established by a
Funding Lender in the name of the Borrower and in accordance with Section 2.3(a).


 


“Aracruz
Trading Payment Order” means an irrevocable Aracruz Trading Payment Order
substantially in the form of Exhibit R hereto.


 


“Asset
Sale” means any direct or indirect sale, disposition conveyance, transfer,
assignment or other transfer (including, without limitation, by way of a sale
lease-back transaction or merger or consolidation) by any Aracruz Party of any
Property or assets of such Aracruz Party to a Person other than Aracruz
Celulose or a Wholly Owned Subsidiary; provided
that the sale or other disposition of (a) goods or products in
the ordinary course of business, (b) damaged, obsolete or worn-out
equipment or of other Property or assets that are no longer used in or useful
to the business, or (c) of any Property or asset that has a Fair Market
Value of less than U.S.$25 million (or its equivalent) (provided that such
Property or asset does not, when taken together with any other such Properties
and assets with a Fair Market Value of less than U.S.$25 million sold within
the preceding 12 months in reliance on the exception described in this clause (c),
cause the aggregate Fair Market Value of Property and assets sold by Aracruz
Celulose or any of its Subsidiaries during such period to exceed U.S.$75
million (or its equivalent)) shall not be considered an Asset Sale.


 


“Assignment
Agreement” means an agreement substantially in the form of Exhibit F.


 


5

















 


“Associated
Property” means the land and forests owned by any Aracruz Party and
associated with the Barra do Riacho Plants and described in Schedule 4 (which
may be prepared solely in the Portuguese language), which shall compose no less
than 80% of the land and forests owned by the Aracruz Parties associated with
Barra do Riacho on the Closing Date.


 


“A&M”
means Alvarez & Marsal, financial advisor to the Lenders.


 


“Barra
do Riacho Collateral” means the Barra do Riacho Plants and the Associated
Property, pledged for the benefit of the Lenders pursuant to the Barra do
Riacho Security Documents.


 


“Barra
do Riacho Plants” means the plants, equipment and fixtures located at
Rodovia Aracruz/Barra do Riacho, Km 25, s/n, in the city of Aracruz, State of
Espírito Santo, which compose Aracruz Celulose’s operations at Barra do Riacho
in the State of Espírito Santo, Brazil.


 


“Barra
do Riacho Security Documents” means the mortgage documents and public deeds
required to perfect a first priority security interest of the Lenders in the
Barra do Riacho Collateral, substantially in the form of Exhibit K.


 


“Barra
do Riacho Transfer” has the meaning set forth in Section 8.28. “BNDES
Release” has the meaning set forth in Section 6.1(m)(iii).


 


“Borrower”
has the meaning set forth in the preamble.


 


“Borrowing”
means, with respect to the Loan of each Non-Funding Lender, the extension of
credit pursuant to the exchange of such Non-Funding Lender’s U.S.
Dollar-Denominated Obligations for a Loan in an equal principal amount as such
U.S. Dollar-Denominated Obligations and, with respect to the Loan of each
Funding Lender, the borrowing of such Loan on the Closing Date.


 


“Brazil”
means the Federative Republic of Brazil.


 


“Brazil
Account Pledge Agreement” means the Account Pledge Agreement, dated as of
the date hereof, substantially in the form of Exhibit E.


 


“Brazil
Collateral Agent” has the meaning set forth in the preamble.


 


“Brazilian
Guarantee” means the Brazilian Guarantee, dated as of the date hereof,
substantially in the form of Exhibit U.


 


“Brazil
Permitted Investments” means any of the following: (a) marketable
direct obligations of the government of Brazil or any agency or instrumentality
thereof or obligations unconditionally guaranteed by the full faith and credit
of the government of Brazil; (b) certificates of deposit, banker’s
acceptances and time deposits issued or guaranteed by or placed with, and money
market deposit accounts issued or offered by, any Brazilian Permitted Financial
Institution; (c) certificates of deposit, banker’s acceptances and time
deposits issued or guaranteed by or placed with, and money market deposit
accounts issued or offered by, any other Brazilian bank or Brazilian branch of
an OECD Bank rated at least “Baa2.br” (or the then-


 


6

















 


equivalent
grade) by Moody’s or “BBB.br” (or the then-equivalent grade) by Standard &
Poor’s; provided that (i) the
aggregate amount of investments permitted under this clause (c) does not
at any time exceed 10% of the aggregate amount of all Brazil Permitted
Investments of the Aracruz Parties on a consolidated basis, (ii) the
aggregate amount of investments permitted under this clause (c) with any
single bank and its Affiliates does not at any time exceed the lower of 25% of
the aggregate amount of the Brazil Permitted Investments maintained in
accordance with this clause (c) and 2% of such bank’s net worth; (d) debt
securities issued by Brazilian Permitted Financial Institutions coupled with a
repurchase obligation of such securities by the issuer thereof; and (e) investments
in funds substantially all of whose assets are composed of securities of the
types described in clauses (a), (b) and (d) above.


 


“Brazilian
Permitted Financial Institutions” means: (a) any commercial bank or
any of its Affiliates (i) organized under the laws of Brazil, (ii) rated
at least “A3.br” (or the then-equivalent grade) by Moody’s or “A-.br” (or the
then-equivalent grade) by Standard & Poor’s or Fitch and (iii) with
a reference net worth (patrimônio de referência)  of at least R$1,000,000,000; (b) any
other Brazilian bank or financial institution approved by the Majority Lenders;
or (c) any branch or wholly-owned subsidiary of the institutions described
in clauses (a) and (b).


 


“Brazilian
Security Document” means any Security Document governed by Brazilian law.


 


“Business
Day” means a day (other than Saturday or Sunday) on which commercial banks
are not authorized or required to close in New York City, New York or São
Paulo, Brazil and, with respect only to any determination of a LIBO Rate, that
is also a day on which dealings in U.S. Dollar deposits are carried out in the
London interbank market.


 


“Capital
Expenditures” means, for any period, expenditures incurred by any Person to
acquire or construct fixed assets, plant and equipment (including, without
limitation, renewals, improvements, replacements, repairs and maintenance)
during such period, that are or would be required to be capitalized on the
balance sheet of such Person in accordance with GAAP, including any capital
expenditures related to silviculture or land maintenance.


 


“Capital
Lease Obligations” means, as to any Person, the obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) real and/or personal property, which obligations are required to
be classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.


 


“Capital
Stock” means, as to any Person, any and all shares, interests,
participations, quotas or other equivalents (however designated) of capital
stock of, and any and all ownership interests in, a Person, and any and all
warrants, options or other rights to purchase or exchange any of the foregoing.


 


“Carry-over
Amounts” has the meaning set forth in Section 5.6(a).


 


“Cash
Equivalents” means any of the following: (a) marketable direct
obligations of the government of the United States or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the government of the United States


 


7

















 


and
repurchase agreements in respect of such securities; (b) commercial paper
in an aggregate amount of no more than U.S.$10,000,000 per issuer outstanding
at any time, issued by any corporation organized under the laws of any State
(or the District of Columbia) of the United States and rated at least “Prime-1”
(or the then-equivalent grade) by Moody’s and “A-1” (or the then-equivalent
grade) by Standard & Poor’s; (c) certificates of deposit, banker’s
acceptances and time deposits issued or guaranteed by or placed with, and money
market deposit accounts issued or offered by, any U.S. Permitted Financial
Institution; (d) investments in funds substantially all of whose assets
are composed of securities of the types described in clauses (a), (b) and (c) above;
(e) Brazil Permitted Investments; and (f) demand deposit accounts in
Brazil maintained in the ordinary course of business.


 


“Casualty
Event” means any casualty or other insured damage to any Property or asset
of any of the Aracruz Parties having a Fair Market Value of more than U.S.$10
million (or its equivalent) immediately prior to the occurrence of such
Casualty Event.


 


“Central
Bank” means the Brazilian Central Bank (Banco Central do Brasil)  or any successor entity.


 


“CGSH”
means Cleary Gottlieb Steen and Hamilton LLP, special New York counsel to the
Lenders.


 


“Change
in Control” means that: (a) Votorantim Celulose e Papel S.A. shall
cease to own, directly or indirectly, beneficially and of record, at least a
majority of the outstanding Voting Stock of Aracruz Celulose or shall cease to
have the power to direct or cause the direction of the management and policies
of Aracruz Celulose, or (b) Aracruz Celulose shall cease to own, directly
or indirectly, beneficially and of record, all of the outstanding Capital Stock
of the Borrower or any other Obligor (other than any directors’ qualifying
shares) or shall cease to have the power to direct or cause the direction of
the management and policies of the Borrower or any such other Obligor.


 


“Closing
Date” means the date on which the conditions precedent set forth in Section 6.1
shall have been satisfied.


 


“Collateral”
means the Aracruz Shares, the Alicia Shares, the Aracruz Intercompany Notes,
the Barra do Riacho Collateral, any Debt Service Reserve Accounts, the Export
Collateral Account, the Designated Receivables, the other collateral described
in Article II of the U.S. Security Agreement and all proceeds thereof and
all other collateral pledged to the Collateral Agents pursuant to the Security
Documents.


 


“Collateral
Agents” means the U.S. Collateral Agent and the Brazil Collateral Agent.


 


“Collateral
Agents Fee Letter” means the letter agreement, dated as of April 30,
2009, among the U.S. Collateral Agent, the Brazil Collateral Agent and Aracruz
Celulose, providing for the payment of fees to the Collateral Agents in
connection herewith.


 


“Commodity
Agreement” means, in respect of any Person, any commodity futures contract,
commodity swap, commodity option, forward commodity contract or other similar
agreement or arrangement designed to protect against fluctuations in the price
of commodities used by such Person.


 


8

















 


“Commitment”
means, as to each Lender, the obligation of such Lender, on and subject to the
terms and conditions of this Agreement, in the case of each Funding Lender, to
disburse a Loan, and, in the case of each Non-Funding Lender, to exchange such
Lender’s U.S. Dollar-Denominated Obligations for a Loan in an equal principal
amount as such U.S. Dollar-Denominated Obligations.


 


“Communications”
has the meaning set forth in Section 12.3.


 


“Confidential
Information” means information that any Obligor furnishes to any Agent or
any Lender in a writing designated as confidential, but does not include any
such information that: (a) is or becomes generally available to the public
or (b) is or becomes rightfully available to any Agent or any Lender from
a source other than an Obligor, which source is not subject to a
confidentiality agreement or undertaking with respect to such information that
is known to such Agent or Lender.


 


“Consolidated
Net Tangible Assets” means, on a consolidated basis, Aracruz Celulose’s
total assets, less current liabilities, less depreciation, amortization and
depletion, less goodwill, trade names, trademarks, patents and other
intangibles, in each case calculated based on the most recent balance sheet
delivered by Aracruz Celulose to the Administrative Agent pursuant to this
Agreement.


 


“Contingent
Obligation” shall mean, as to any Person, any obligation of such Person
guaranteeing any Debt, leases, dividends or other obligations (“primary
obligations”) of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (a) to purchase any
such primary obligation or any property constituting direct or indirect
security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (d) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided however that the term
Contingent Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business or any principal or interest
owed under any Working Capital Debt. The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
(or, if less, the maximum amount of such primary obligation for which such
Person may be liable pursuant to the terms of the instrument evidencing such
Contingent Obligation) or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such person in good faith.


 


“Control
Group” means Arapar S.A., São Teófilo Representação e Participações S.A.,
Arainvest Participações S.A., Treasure Hold Investments and Newark Financial
Inc. and any Affiliate, successor or transferee of any of the foregoing.


 


“Coverage
Ratio” means, as of any date during any Interest Period, the ratio of: (a) the
sum of: (i) the Carry-over Amounts (if any) remaining in the Export
Collateral Account at the


 


9

















 


beginning
of such Interest Period from any previous Interest Period pursuant to Section 5.6(a),
(ii) the aggregate amount of Tested Collections (if any) received in the
Export Collateral Account during such Interest Period, (iii) the aggregate
amount of Designated Receivables that are Eligible Receivables as of such date
and are due to be received in the Export Collateral Account during such
Interest Period and (iv) any cash amounts deposited by any Obligor into
the Export Collateral Account during such Interest Period prior to such date (provided,
however, in the case of any amounts described in subclauses
(i), (ii) and (iv), that such amounts shall not be added in this clause (a) if
and to the extent that such amounts have been withdrawn from the Export
Collateral Account pursuant to Section 5.6(a) prior to such date), to
(b) the Debt Service Amount due on the Payment Date occurring on the last
day of such Interest Period.


 


“Credit
Insurance Policy” means (a) the credit insurance policy, dated as of August 1,
2008, issued by Atradius N.V., covering 95% of the political risk and 90% of
the commercial risk of the applicable Eligible Offtakers, and any renewal
thereof in favor of the Borrower having substantially the same terms and provisions
including, in respect of a Person that is obligated with respect to a
Designated Receivable and to the extent that such Person is not otherwise an
Eligible Offtaker, a notice providing for the payment of claims related to such
Designated Receivable directly to the Export Collateral Account or (b) any
Substitute Insurance Policy.


 


“Currency
Agreement” means, in respect of any Person, any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
hedge foreign currency risk of such Person.


 


“Debt”
means, with respect to any Person (determined without duplication): (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of Property or services (other than
trade payables incurred in the ordinary course of such Person’s business, but
only if and for so long as such trade payables remain payable on customary
trade terms, and accrued expenses incurred in the ordinary course of business),
(c) all obligations of such Person evidenced by notes, bonds, debentures
or other similar documents, (d) all obligations, contingent or otherwise,
of such Person in connection with any securitization of any products,
receivables or other Property of such Person, (e) all obligations of such
Person created or arising under any conditional sale or other title retention
agreement with respect to Property acquired by such Person (even if the rights
and remedies of the borrower or the lender under such agreement in an event of
default are limited to repossession or sale of such Property), (f) all Capital
Lease Obligations and all obligations under “synthetic leases” of such Person, (g) all
obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit, financial guarantee insurance policies or similar extensions
of credit (excluding trade payables to the extent excluded from clause (b)), (h) all
obligations of such Person to redeem, retire, defease or otherwise make any
payment in respect of any Capital Stock of such Person, (i) all
obligations of such Person in respect of any Hedging Obligation (the amount of
which at any time shall be deemed for purposes of this Agreement to be equal to
the net termination value, if any, that would be owing by such Person at such
time upon close-out or termination at such time, giving effect to enforceable
netting arrangements with respect thereto), (j) all Contingent Obligations
of such Person, (k) all Debt of other Persons referred to in clauses (a) through
(j) or clause (l) below that is Guaranteed by such Person and (l) all
Debt referred to in clauses (a) through (k) above secured by (or for which
the holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien on Property of such Person even though such Person has not
assumed or become liable for the payment of such


 


10
















 


Debt
(provided
that, in connection with clause (l), the amount of “Debt”
shall be limited to the fair market value of such Property for which a Lien is
granted).


 


“Debt
Service Amount” means, for each Payment Date, the aggregate amount of
principal and interest under this Agreement to be payable on such Payment Date (plus any
such amounts overdue from prior periods).


 


“Debt
Service Coverage Ratio” means, as of any day, the ratio (expressed as a
decimal) of (a) Adjusted EBITDA for the four (4) Fiscal Quarters
ending on such day (or, if such day is not the last day of a Fiscal Quarter,
then ending on the last day of the Fiscal Quarter most recently ended before
such day), to (b) the amount of Total Debt that is scheduled to mature
during the four (4) consecutive Fiscal Quarters after such day (or, if
such day is not the last day of a Fiscal Quarter, then after the last day of
the Fiscal Quarter most recently ended before such day) plus the Interest Expense expected to be
payable during the four (4) consecutive Fiscal Quarters after such day
(or, if such day is not the last day of a Fiscal Quarter, then after the last
day of the Fiscal Quarter most recently ended before such day) less any cash (including any amounts
invested in Permitted Investments) deposited in the Debt Service Reserve
Accounts as of such day (or, if such day is not the last day of a Fiscal
Quarter, then as of the last day of the Fiscal Quarter most recently ended
before such day) less any
Qualified ECA Cash (including any amounts invested in Permitted Investments)
deposited in the Export Collateral Account as of such day (or, if such day is
not the last day of a Fiscal Quarter, then as of the last day of the Fiscal
Quarter most recently ended before such day) less
the aggregate principal amount of Working Capital Debt (not in
excess of the Working Capital Cap) outstanding as of such day (or, if such day
is not the last day of a Fiscal Quarter, then as of the last day of the Fiscal
Quarter most recently ended before such day) less
the aggregate amount of Interest Expense with respect to
Subordinated Shareholder Debt (if the Subordinated Debt Repayment Conditions
have not been satisfied), to be capitalized during the four (4) consecutive
Fiscal Quarters after such day (or, if such day is not the last day of a Fiscal
Quarter, then after the last day of the Fiscal Quarter most recently ended
before such day); provided, that
if such day is not the last day of the Fiscal Quarter, in making the foregoing
calculation, pro forma effect will be given to the acquisition or disposition
of Persons, divisions or lines of businesses or any other asset (including the
assumption of Debt in connection therewith to the extent permitted hereby) by
any Aracruz Party or any Aracruz Joint Venture that have occurred since the
last day of the Fiscal Quarter most recently ended.


 


“Debt
Service Reserve Accounts” means each of (a) the Aracruz Debt Service
Reserve Account (as defined in the U.S. Security Agreement), (b) the ATI
Debt Service Reserve Account (as defined in the U.S. Security Agreement) and (c) the
Collateral Account (as defined in the Brazil Account Pledge Agreement).


 


“Debt
to Adjusted EBITDA Ratio” means, as of any day, the ratio (expressed as a
decimal) of: (a) Total Debt as of such day (or, if such day is not the
last day of a Fiscal Quarter, then as of the last day of the Fiscal Quarter
most recently ended before such day) less any
cash (including any amounts invested in Permitted Investments) deposited in the
Debt Service Reserve Accounts as of such day (or, if such day is not the last
day of a Fiscal Quarter, then as of the last day of the Fiscal Quarter most
recently ended before such day) reserved to pay principal obligations under the
Loans less any Qualified ECA Cash
(including any amounts invested in Permitted Investments) deposited in the
Export Collateral Account as of such day (or, if such day


 


11

















 


is
not the last day of a Fiscal Quarter, then as of the last day of the Fiscal
Quarter most recently ended before such day) for payment of principal
obligations under the Loans to (b) Adjusted EBITDA for the four (4) most
recent Fiscal Quarters ending on such day (or, if such day is not the last day
of a Fiscal Quarter, then ending on the last day of the Fiscal Quarter most
recently ended before such day).


 


“Default”
means an event that (with notice, lapse of time or both) would become an Event
of Default.


 


“Default
Rate” means, at any date of determination, a
per annum rate equal to the LIBO Rate for the then-current Interest
Period, or Interest Periods as shall be selected by the Administrative Agent
for funding of such overdue amounts, plus the
Applicable Margin plus 2%.


 


“Deloitte”
means Deloitte Touche Tohmatsu and its Affiliates.


 


“Designated
Receivables” means the Receivables that are designated by the Borrower from
time to time pursuant to Section 5.5(b) to satisfy the Specified
Coverage Ratio and pledged to the U.S. Collateral Agent pursuant to the terms
of the U.S. Security Agreement.


 


“Designated
Sales Agreement” means a Sales Agreement in respect of a Designated
Receivable.


 


“Dividend
Reinvestment Conditions” means all of the following: (a) at least 40%
of the principal amount of the Loans outstanding on the Closing Date has been
repaid in full, (b) the Debt to Adjusted EBITDA Ratio with respect to any
two (2) consecutive Fiscal Quarters is less than 4.0:1.0 and (c) no
Default or Event of Default has occurred and is continuing.


 


“DSRA
Application Notice” has the meaning set forth in Section 3.4(i).


 


“EBITDA”
means, for any period, the aggregate net income of the Aracruz Parties on a
consolidated basis in accordance with GAAP before (and determined, without
duplication) (a) income taxes and social contribution, (b) financial
income and Interest Expense, (c) net results from derivative transactions,
(d) depreciation, depletion and amortization, (e) foreign exchange
gains or losses and foreign currency translation adjustments or monetary
correction, (f) any net income or gain (or net loss) on any foreign exchange
transactions or net monetary positions during such period and (g) any
other non-cash items deducted from or included in the calculation of pre-tax
net income of the Aracruz Parties during such period (other than items that
will require cash payments and for which an accrual or reserve has been, or is
required by GAAP to be, made); provided,
however, that in making the foregoing calculation, pro forma effect
will be given to the acquisition or disposition of Persons, divisions or lines
of businesses or any other assets (including the pro forma effect of any
assumption or incurrence of Debt in connection therewith) by any Aracruz Party
that have occurred since the beginning of the reference period as if such
events had occurred, and, in the case of any disposition, the proceeds thereof
applied, on the first day of the reference period.


 


“Effective
Date” means the date on which this Agreement is executed and delivered by
all of the parties hereto.


 


12

















 


“Eligible
Financial Institution” means (i) an OECD Country-based financial
institution rated at least “A” (or the then-equivalent grade) by Standard &
Poor’s and “A2” (or the then-equivalent grade) by Moody’s (or its Brazilian
Subsidiary or branch) or (ii) a Brazilian financial institution rated at
least “AA.br” (or the then-equivalent grade) by Standard & Poor’s and “Aa3.br”
(or the then-equivalent grade) by Moody’s.


 


“Eligible
Assignee” shall mean (a) any Affiliate of a Lender or (b) any one
or more of the following: (i) a bank, saving and loan association,
investment bank, insurance company, trust company, commercial credit
corporation, pension plan, pension fund, mutual fund or government entity; (ii) a
trustee in connection with a securitization, so long as such trustee is a
Person that otherwise would be an Eligible Assignee; (iii) a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, as amended; or (iv) an “accredited investor” as defined in
Regulation D of the Securities Act of 1933, as amended; provided that “Eligible Assignee” shall
not include (A) any Person whose ordinary business competes with Aracruz
Celulose and its Subsidiaries in the pulp and paper business or (B) Aracruz
Celulose or any Affiliate of Aracruz Celulose (including Votorantim Celulose e
Papel S.A).


 


“Eligible
Offtaker” means subject in each case to Section 5.5(g): (a) each
of the Persons named on Schedule 2; (b) each other Person hereafter
designated in writing to the Administrative Agent by the Borrower from time to
time (in a writing providing, at a minimum, information regarding such Person
as is provided on Schedule 2 with respect to Persons listed thereon) and
approved in writing by the Majority Lenders in their sole discretion (provided
that a Lender will be deemed to have given its approval to
such Person ten (10) Business Days after the Lender has received in a
written request for such approval specifying (in bold letters) that such
approval will be deemed to have been given unless such Lender expressly
disapproves in writing within that time); (c) each other Person designated
in writing to the Administrative Agent by the Borrower from time to time whose
obligations with respect to the Designated Receivables payable by such Person
shall either be (i) covered by the Credit Insurance Policy under the terms
thereof, (ii) covered by an Acceptable Letter of Credit or (iii) Guaranteed
by a Person described in clause (a) or (b) above; and (d) each
other Person designated in writing to the Administrative Agent by the Borrower
from time to time that shall have entered into one or more Sales Agreements and
shall make payments on a cash-against-documents or on a pre-shipment basis; provided that each Eligible Offtaker
determined pursuant to clause (a), (b), (c) or (d) of this definition
shall have its principal place of business in a country (other than Brazil)
dealings with which are not generally prohibited by applicable U.S. law or by
applicable United Nations resolution. Notwithstanding the above, in no event
shall Aracruz Celulose or an Affiliate thereof be considered an Eligible
Offtaker.


 


“Eligible
Receivables” means, Receivables that:


 


(a) have
been validly pledged to the U.S. Collateral Agent pursuant to the terms of the
U.S. Security Agreement and in which the U.S. Collateral Agent has a perfected,
first-priority security interest;


 


(b) are
obligations of an Eligible Offtaker;


 


(c) were
created under a Designated Sales Agreement;


 


13

















 


(d) are the subject of a Letter of Instruction
that has been delivered to the related Eligible Offtaker and, if required
pursuant to Section 5.5(d), acknowledged and agreed by such Eligible
Offtaker or otherwise satisfying the requirements of Section 5.5(d);


 


(e) the obligor with respect to which is not in
default of any payment thereunder or under any other receivable owed by such
obligor to the Borrower, Aracruz Celulose or any of their Subsidiaries; and


 


(f) are not subject to any offset, defense or
counterclaim by the obligor thereunder.


 


“Entitled
Person” has the meaning set forth in Section 12.16.


 


“Environmental
Claim” means any administrative, regulatory or judicial action, suit,
written demand, directive, claim, lien, notice of non-compliance or violation,
investigation or proceeding, notice of liability or potential liability,
consent order or consent agreement relating in any way to any Environmental
Law, Environmental Permit or Hazardous Materials or arising from alleged injury
or threat of injury to health, safety or the environment, including (a) by
any Governmental Authority for enforcement, cleanup, removal, response,
remedial or other actions or damages pursuant to Environmental Law and (b) by
any Governmental Authority or any third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.


 


“Environmental
Laws” means all Applicable Laws relating to contamination, pollution, the
protection of human health or the environment or the transportation, treatment,
storage, disposal, release, threatened release or handling of Hazardous
Materials and any, specific agreements entered into with any Governmental
Authority that include commitments related to any of the above.


 


“Environmental
Permit” means any permit, approval, identification number, license or other
authorization required under any Environment Law.


 


“Equity
Issuance” means the issuance of any Capital Stock of Aracruz Celulose or
any of its Subsidiaries (other than an issuance of any Capital Stock by a
Subsidiary of Aracruz Celulose to Aracruz Celulose).


 


“Euro”
means the single currency adopted by some member states of the European Union
as their lawful currency.


 


“Event
of Default” has the meaning set forth in Section 9.1.


 


“Excess
Cash” means, for each Fiscal Year, without duplication, the amount (greater
than zero) equal to the sum of the following items for the Aracruz Parties as
of the end of and for such Fiscal Year:


 


(a)        the sum,
without duplication, of


 


(i)        EBITDA;


 


14

















 


(ii)       with respect to the 2009 Fiscal Year only,
U.S.$31,000,000;


 


(iii)      the decrease, if any, in Working Capital as of December 31
of such Fiscal Year when compared to Working Capital as of December 31 of
the prior Fiscal Year;


 


(iv)      the aggregate Net Cash Proceeds of all Permitted
Refinancing Debt;


 


(v)       (a) 75% of the aggregate Net Cash Proceeds
received by any Aracruz Party during such Fiscal Year in respect of any Asset
Sale described in Section 3.4(b)(ii) or Section 3.4(b)(iii) or
(b) 100% of the aggregate Net Cash Proceeds received by any Aracruz Party
during such Fiscal Year in respect of any Asset Sale described in Section 3.4(b)(i);


 


(vi)      the Applicable Equity Percentage of the Net Cash
Proceeds of any Equity Issuance other than (A) the Net Cash Proceeds of
any Restricted Payment Equity Issuance or (B) the Net Cash Proceeds of any
Equity Issuance if and to the extent that, within twelve months of the receipt
thereof, such Net Cash Proceeds are used or committed in writing to be used for
a specific Approved CAPEX Project or other Investment CAPEX project that any
Aracruz Party or Veracel has undertaken, so long as such Aracruz Party or
Veracel has not abandoned or cancelled such CAPEX project (provided
that, if and to the extent that, (A) within twelve
months of the receipt thereof, such funds are not so used or committed in
writing to fund such specific Approved CAPEX Project or other Investment CAPEX
project or (B) any such project to which such funds were so committed in
writing is thereafter so abandoned or cancelled, such funds described in
subclauses (A) and (B) shall be deemed “Unused Equity Proceeds”
and considered Excess Cash in the then-subsequent Fiscal Year as provided in
clause (vi) below);


 


(vii)     any Unused Equity Proceeds (as determined pursuant
to clause (v) above);


 


(viii)    any cash collateral released during such Fiscal Year
in connection with any termination or disposition of or change in value of any
Hedging Obligations of Aracruz Celulose;


 


(ix)      to the extent not otherwise included in EBITDA, any
cash dividends or other cash distributions received by any Aracruz Party during
such Fiscal Year; and


 


(x)       losses from any Asset Sale during such Fiscal Year
(to the extent that such losses are included in EBITDA for such Fiscal Year);


 


15

















 


minus


 


(b)       the sum, without
duplication, of


 


(xi)      the increase, if any, in Working Capital as of December 31
of such Fiscal Year when compared to Working Capital as of December 31 of
the prior Fiscal Year;


 


(xii)     all scheduled principal payments under the Loans and
all other Debt (other than Subordinated Shareholder Debt) of the Aracruz
Parties (other than Alicia) (provided that any such other Debt was not Incurred
in violation of this Agreement) paid in cash during such Fiscal Year;


 


(xiii)    any mandatory prepayment made on the Loans and MPP
Debt during such Fiscal Year (provided, in the case of MPP Debt, that such
prepayment is not made in violation of this Agreement);


 


(xiv)    all optional prepayments made on the Loans during
such Fiscal Year;


 


(xv)     all scheduled interest payments on the Loans and all
other Debt of the Aracruz Parties (other than with respect to Debt Incurred in
violation of this Agreement) and paid in cash during such Fiscal Year;


 


(xvi)    the aggregate amount of net financial expenses paid
in cash during such Fiscal Year;


 


(xvii)   all income taxes, social contribution and other
similar taxes accrued (and unpaid) or paid in cash during such period, provided
that if any such taxes paid in cash during such period were previously deducted
as accrued and unpaid taxes, such paid taxes shall not be deducted pursuant to
this clause (vii);


 


(xviii)  the amount of any Permitted Maintenance CAPEX paid
in cash during such Fiscal Year;


 


(xix)     any cash collateral permitted to be posted during
such Fiscal Year in connection with Hedging Obligations entered into and
maintained in accordance with this Agreement;


 


(xx)      any cash dividends or interest on shareholders’
equity paid by Aracruz Celulose in accordance with Section 8.20(a) (and
not required to be reinvested pursuant to such Section 8.20(b));


 


(xxi)     any cash (including amounts invested in Permitted
Investments) reserved in any Debt Service Reserve Account as of the end of such
Fiscal Year for payment of Other Bilateral Debt, Permitted Refinancing Debt or
the Loans during the next Fiscal Year;


 


16

















 


(xxii)    any Qualified ECA Cash (including amounts invested
in Permitted Investments) deposited in the Export Collateral Account as of the
end of such Fiscal Year; and


 


(xxiii)   gains from any Asset Sale during such Fiscal Year
(to the extent that such gains are included in EBITDA for such Fiscal Year);


 


provided that, if and to the extent
that any of the payments described in clauses (b)(ii), (b)(iii) and (b)(v) above
are made out of the Debt Service Reserve Accounts or the Export Collateral
Account, to avoid duplication, such amounts shall not be deducted as otherwise
provided in such clauses.


 


All
calculation or determinations with respect to the amount of Excess Cash will be
made as of the last day of the relevant Fiscal Year, based on the audited
annual consolidated financial statements of Aracruz Celulose and will be
certified by the Chief Financial Officer of Aracruz Celulose. All calculations
or determinations with respect to amounts of Excess Cash will be based on the
U.S. Dollar Equivalent of any amount, to the extent necessary for such
calculation or determination, as of such date of calculation or determination.


 


“Excluded
Assets” means any Capital Stock of Veracel or any direct or indirect
Subsidiary or Affiliate of Aracruz Celulose beneficially owned by Aracruz
Celulose or Veracel (other than, with respect to Permitted Refinancing Debt,
Capital Stock of a Refinancing Drop-Down Subsidiary and, with respect to
Veracel Project Finance Debt, Capital Stock of a Subsidiary of Veracel acting
as the borrower under such Veracel Project Finance Debt), to the extent that
any such Capital Stock is not Collateral.


 


“Excluded
Taxes” means (a) any taxes imposed on or measured by the net income of
a Lender Party, net profits taxes or franchise taxes imposed in lieu of net
income taxes pursuant to the laws of the jurisdiction (or any political
subdivision of taxing authority thereof or therein) in which such Lender Party
is organized or in which the principal office or funding office of such Lender
Party is located, (b) any branch profits taxes or any similar taxes
imposed by any jurisdiction described in clause (a) above and (c) any
deduction, withholding or other imposition of taxes that arises as a result of:


 


(i)     the willful misconduct or gross negligence of such
Lender Party; or


 


(ii)    a present or former connection between such Lender
Party and the relevant jurisdiction imposing such tax, including carrying on
business in, having a branch, agency or permanent establishment in, or being
resident in such jurisdiction but excluding any such connection which arises
solely as a result of such Lender Party having executed, performed its
obligations under or received payment under any of the Loan Documents or
otherwise only by virtue of the Loan Documents.


 


“Executive
Order” has the meaning set forth in Section 7.27(a).


 


“Existing
Debt” means the Debt obligations of Aracruz Celulose specified on Schedule
3 hereto outstanding as of the Effective Date and comprised of (i) the
Terminated Derivative Obligations, (ii) the Lender Bilateral Debt and (iii) the
Other Bilateral Debt.


 


17

















 


“Existing
ROF(s)” means the registrations of the relevant terms and conditions of the
Lender Bilateral Debt and the existing export prepayment arrangements between
Aracruz Celulose and the Borrower under the Declaratory Registry - Module
Registry of Financial Transactions (Registro Declaratório - Modulo Registro de Operações
Financeiras)  of
the Data System of the Central Bank of Brazil - SISBACEN, in accordance with
applicable Central Bank regulations.


 


“Export
Arrangements” means, collectively, the Export Finance Agreement and each
Designated Sales Agreement and all agreements, documents and instruments
executed in connection therewith or related thereto.


 


“Export
Collateral Account” has the meaning set forth in the U.S. Security
Agreement.


 


“Export
Collateral Account Balance” has the meaning set forth in Section 5.6(a).


 


“Export
Collateral Account Release Amount” means, with respect to each Interest
Period: (a) at any time during the initial thirty (30) days of such
Interest Period, an amount equal to 30% of the Debt Service Amount due on the
next succeeding Payment Date; (b) at any time during the period commencing
on the day after the last day of the initial thirty (30) days of such Interest
Period until (and including) the date that is sixty (60) days after the beginning
of such Interest Period, an amount equal to 60% of the Debt Service Amount due
on the next succeeding Payment Date; and (c) at any time during the period
commencing after the initial sixty (60) days of such Interest Period until (and
including) the next succeeding Payment Date, an amount equal to 100% of the
Debt Service Amount due on such Payment Date.


 


“Export
Finance Agreement” means the Export Finance Agreement, dated as of the date
hereof, substantially in the form of Exhibit P.


 


“Facility
Increase Amendment” means an amendment to this Agreement executed by the
Obligors, the Administrative Agent and any Additional Lender containing
provisions substantially similar to those set forth in the form attached as Exhibit N
and any such additional provisions as may be reasonably requested by such
Additional Lender for the purpose of providing such Additional Lender the
rights and obligations of a Lender hereunder and under the other Loan
Documents.


 


“Fair
Market Value” means, with respect to any asset, the price (after taking
into account any liabilities relating to such assets) that could be negotiated
in an arm’s-length free market transaction, for cash, between a willing seller
and a willing and able buyer, neither of which is under any compulsion to
complete the transaction. The Fair Market Value of any assets with an estimated
value in excess of U.S.$10 million but less than U.S.$150 million shall be
determined by the Board of Directors of Aracruz Celulose in its good faith
judgment and be evidenced by a board resolution. The Fair Market Value of any
asset with an estimated value of U.S.$150 million or more shall be determined
by a firm of recognized standing selected by the Board of Directors of Aracruz
Celulose.


 


“Federal
Funds Rate” means, for any period, a fluctuating interest rate equal for
each day during such period to the weighted average of the rates (rounded
upwards, if necessary, to the next 1/16th of 1%) on
overnight Federal funds transactions with members of the United States Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such


 


18

















 


day
is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average (rounded upwards, if necessary, to the
next 1/16th of 1%) of the quotations for such day on such
transactions received by the Administrative Agent from three (3) Federal
funds brokers of recognized standing selected by the Administrative Agent.


 


“Fee
Letters” means, collectively, the Administrative Agent Fee Letter and the
Collateral Agents Fee Letter.


 


“Financial
Officer” of any Person, means the Corporate Controller, Treasurer or Chief
Financial Officer of such Person.


 


“Fiscal
Quarter” means a fiscal quarter of Aracruz Celulose.


 


“Fiscal
Year” means a fiscal year of Aracruz Celulose.


 


“Fitch”
means Fitch Ratings Ltd. or any successor thereto.


 


“Foreign
Exchange Contract” means each contract to be entered into as of the close
of business on the date that is two (2) Business Days prior to the Closing
Date between Aracruz Celulose and the Brazilian Affiliate of each Funding
Lender (or any other Brazilian bank authorized to operate in the foreign
exchange market as any such Funding Lender may designate in its sole
discretion) to convert the proceeds paid by the Borrower to Aracruz Celulose
(with the proceeds of such Funding Lender’s Loan) into Reais for further payment of the
Real-Denominated Obligations as contemplated in Section 2.3.


 


“FX
Rate” means, as of any date of determination, the Real/U.S.
Dollar offered rate for U.S. Dollars at the close of business on
such date of determination, expressed as the amount of Reais per one U.S. Dollar, for settlement
in two (2) Business Days, reported by the Central Bank on SISBACEN Data
System under transaction code PTAX-800 (“Consulta de Câmbio” or
Exchange Rate Inquiry), Option 5 (“Cotações para Contabilidade” or Rates
for Accounting Purposes), bid rate minus a spread to be agreed between Aracruz
Celulose and each Funding Lender in the relevant Foreign Exchange Contract.


 


“Funding
Lenders” means the Lenders listed on Schedule 5 hereto.


 


“GAAP”
means generally accepted accounting principles (as in effect from time to time)
in the United States.


 


“GFMT”
means Gárdos, Füredi, Mosonyi, Tomori, special Hungarian counsel to the
Lenders.


 


“Governmental
Approval” means any action, order, authorization, consent, approval,
license, lease, ruling, permit, tariff, rate, certification, exemption, filing
or registration from, by or with any Governmental Authority.


 


“Governmental
Authority” means any nation or government, any state or municipality, any
multi-lateral or similar organization or any other agency, instrumentality or
political


 


19

















 


subdivision
thereof and any entity exercising executive, legislative, judicial, monetary,
regulatory or administrative functions of or pertaining to government.


 


“Guaranteed
Obligations” has the meaning set forth in Section 11.1.


 


“Guarantors”
means the Initial Guarantors and any Material Subsidiary that becomes party to
this Agreement as a guarantor pursuant to Section 8.25.


 


“Guaíba
II Project” means the project described in Schedule 6.


 


“Guarantee”
by any Person (the “guarantor”) means any obligation, contingent or
otherwise, of the guarantor directly or indirectly guaranteeing or having the
economic effect of guaranteeing any Debt of any other Person (the “primary
obligor”), including any obligation, direct or indirect, contingent or
otherwise, of the guarantor: (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) any Debt or other obligation to purchase
(or advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such Debt or other obligation of the payment
thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt or other obligation, (d) as an account
party in respect of any letter of credit or letter of guarantee issued to
support such Debt or other obligation, or (e) entered into for the purpose
of assuring in any other manner the holder of such Debt of the payment thereof
or to protect such holder against loss in respect thereof (in whole or in
part); provided that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course
of business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Hazardous
Materials” means (a) explosive or radioactive materials, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes, wastes and all hazardous or toxic substances, wastes or
other pollutants (including petroleum or petroleum distillates) and (b) any
other chemicals, materials or substances designated, classified or regulated
under any applicable Environmental Law.


 


“Hedging
Obligations” means the obligations of any Person pursuant to any Interest
Rate Agreement, Currency Agreement or Commodity Agreement or any combination of
the foregoing agreements.


 


“Hedging
Transactions” means, with respect to a Person, the transactions entered
into by such Person under any Interest Rate Agreement, Currency Agreement or
Commodity Agreement or any combination of the foregoing agreements.


 


“Hungary”
means the Republic of Hungary.


 


“Incur”
means, with respect to any Debt or other obligation of any Person, to create,
issue, incur (including by conversion, exchange or otherwise), assume,
Guarantee or otherwise become liable in respect of such Debt or other balance
sheet obligation of such Person (and “Incurrence,” “Incurred” and “Incurring”
will have meanings correlative to the preceding).


 


“Incurrence
Date” has the meaning set forth in Section 3.4(d).


 


20
















 


“indemnified
person” has the meaning set forth in Section 12.4(b).


 


“Indemnified
Taxes” means Taxes on or in respect of any Loan Document, or any payment
under any Loan Document, or the recording, registration, notarization or other
formalization of any Loan Document, other than Excluded Taxes.


 


“Inflation
Index” means the annual IGP-M inflation index (the Índice Geral de Preços do Mercado or
General Market Price Index) published by the Fundação Getúlio Vargas (FGV) for
each calendar year, or, if such index is unavailable for any reason, any
substitute index determined by the Majority Lenders from time to time as
providing an equivalent index under this definition.


 


“Initial
Guarantor” has the meaning set forth in the preamble.


 


“Intercompany
Debt” means any Debt of any Aracruz Party issued to any other Aracruz Party.


 


“Intercreditor
Agreement” shall mean an Intercreditor Agreement, substantially in the form
of Exhibit J.


 


“Interest
Determination Date” shall mean, with respect to any Interest Period, the
second Business Day prior to the commencement of such Interest Period.


 


“Interest
Expense” means, for any period, financial expense on Total Debt, including
(without duplication): (a) fees (including commitment fees and insurance
premiums relating to Debt), (b) net payments under any Hedging Obligation,
(c) the interest portion of any deferred payment obligations, (d) all
fees and charges owed with respect to letters of credit or performance or other
bonds, (e) all accrued or capitalized interest, (f) any amortization
of debt discount and (g) the interest portion of payments relating to
Capital Lease Obligations.


 


“Interest
Period” means (a) with respect to the first Interest Period, the
period commencing on and including the Closing Date and ending on but not including
the initial Payment Date, and (b) each successive three (3)-month period
thereafter, provided that:


 


(i) any Interest Period that would otherwise
extend beyond a Payment Date shall end on such Payment Date,


 


(ii) any Interest Period that begins on a day
for which there is no numerically corresponding day in the subsequent three
(3)-month period shall end on the last Business Day of such three (3)-month
period,


 


(iii) if any such date is not a Business Day,
such Interest Period shall end on the next Business Day unless such next
Business Day would fall in another calendar month, in which case such Interest
Period shall end on the preceding Business Day, and


 


(iv) the term “Interest Period” shall include
any period selected by the Administrative Agent from time to time in accordance
with the definition of “Default Rate”.


 


21

















 


“Interest
Rate Agreement” means, in respect of any Person, any interest rate
protection agreement (including, without limitation, interest rate swaps, caps,
floors, collars, derivative instruments and similar agreements) and/or other
types of hedging agreements designed to hedge interest rate risk of such
Person.


 


“Investment”
means (a) any direct or indirect advance, loan or other extension of
credit to another Person, (b) any capital contribution to another Person,
by means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others or in any other form, (c) any
purchase or acquisition of Capital Stock, bonds, notes, or other Debt, or other
instruments or securities issued by any other Person, including the receipt of
any of the above as consideration for the disposition of assets or rendering of
services, or (d) the acquisition, by purchase or otherwise, of all or a
substantial portion of the business or assets or Capital Stock or other
beneficial ownership of, any Person.


 


“Investment
CAPEX” means any Capital Expenditures of Aracruz Celulose or any of its
Subsidiaries or Affiliates, other than Maintenance CAPEX and Approved CAPEX
Projects.


 


“judgment currency” has the meaning set forth
in Section 12.16.


 


“Lender”
has the meaning set forth in the preamble.


 


“Lender
Bilateral Debt” means the Debt of Aracruz Celulose set forth on Schedule
3(b).


 


“Lender
Parties” means the Lenders, the Administrative Agent and the Collateral
Agents and any other Person (other than an Obligor, any Affiliate of any
thereof or a customer of an Obligor) that has a right to receive any payment
from an Obligor under the Loan Documents.


 


“Letter
of Instruction” has the meaning set forth in the U.S. Security Agreement.


 


“LIBO
Rate” means, for any Interest Period, the offered rate for deposits in U.S.
Dollars for a period equal to or nearest the number of days in such Interest
Period that appears on Reuters Screen LIBOR01 Page (or such other page as
may replace such page on that service) (“LIBOR01 Page”) as of
approximately 11:00 a.m. (London time) on each Interest Determination
Date; provided that if such rate
does not appear on the LIBOR01 Page, then the “LIBO Rate” shall mean, with
respect to each day during such Interest Period, the per annum rate equal to the average (rounded upwards, if
necessary, to the nearest 1/16th of 1%) of the respective rates notified to the
Administrative Agent by each Reference Bank as the rate at which U.S. Dollar
deposits are offered to such Reference Bank by prime banks at or about 11:00 a.m.
(London time) on each Interest Determination Date in the London interbank market
for delivery on the first day of such Interest Period for a period
approximately equal to the number of days in such Interest Period and in an
amount comparable to the Loans then outstanding hereunder.


 


“Lien”
means any mortgage, lien, pledge, usufruct, fiduciary transfer (alienação
fiduciária), charge,
encumbrance or other security interest or any preferential arrangement
(including a securitization) that has the practical effect of creating a
security interest.


 


“Loan”
means, with respect to any Lender, the loan or extension of credit made by such
Lender pursuant to this Agreement on the Closing Date, and “Loans” means
the Loans made by all Lenders pursuant to this Agreement.


 


22

















 


“Loan
Documents” means, collectively, this Agreement, the Notes, the Security
Documents, the Export Arrangements, the Letters of Instructions, the Credit
Insurance Policy, the Fee Letters, the Brazilian Guarantee and each other
agreement executed in connection herewith and therein identified as such; provided that, notwithstanding the
foregoing, (a) the Credit Insurance Policy shall constitute a “Loan
Document” for purposes of this Agreement only during any period that the
obligations of any Eligible Offtaker with respect to any Designated Receivables
used to satisfy the Specified Coverage Ratio payable by such Eligible Offtaker
are covered by the Credit Insurance Policy and (b) for purposes of the
Events of Default set forth in Article IX of this Agreement, a Default or
an Event of Default shall be deemed to occur with respect to Letters of
Instruction or Designated Sales Agreements solely to the extent that a failure
or breach relating to a Letter of Instruction or Designated Sales Agreement
would cause the Borrower to fail to satisfy the Specified Coverage Ratio
requirements set forth in Section 5.5(b).


 


“Maintenance
CAPEX” means all Capital Expenditures of Aracruz Celulose and its
Subsidiaries and Affiliates made relating to the repair or maintenance,
including advancements or upgrades directly relating thereto, of Aracruz
Celulose’s or any of its Subsidiaries’ fixed or capital assets or other
property, plant and equipment in the ordinary course of business, taking into
account, among other things, advancements or upgrades in technology and
environmental considerations.


 


“Majority
Lenders” means at any time of determination and subject to Section 12.25,
(a) prior to the Closing Date, Lenders holding more than 50% of the
Commitments and (b) on or after the Closing Date, Lenders having more than
50% of the aggregate principal amount of the Loans then outstanding.


 


“Mandatory
Prepayment Date” means any date on which the Borrower shall be obligated to
make a prepayment pursuant to Section 3.4.


 


“Margin
Stock” has the meaning specified in Regulation U of the Board of Governors
of the U.S. Federal Reserve System.


 


“Material
Adverse Effect” means a material adverse effect on: (a) the business,
condition (financial or otherwise), operations, performance, assets, Properties
of the Aracruz Parties (taken as a whole), (b) the ability of any Obligor
to perform its obligations under the Loan Documents to which it is a party or
the legality, validity binding effect or enforceability against an Obligor of a
Loan Document to which it is a party, (c) the rights and/or remedies of
any of the Lender Parties hereunder or under any of the other Loan Documents to
which such Lender Party is a party or (d) the Collateral (taken as a
whole).


 


“Material
Aracruz Party” means each of Aracruz Celulose and its Material
Subsidiaries.


 


“Material
Entity Shares” means any and all Capital Stock in Veracel and Portocel
beneficially owned by Aracruz Celulose or by any of its Subsidiaries or
Affiliates.


 


“Material
Subsidiary” of Aracruz Celulose, means (a) Portocel, (b) each
Subsidiary of Aracruz Celulose that is an Initial Guarantor and (c) as of
any date of determination, any other direct or indirect Subsidiary of Aracruz
Celulose (i) whose total revenues for the period of four Fiscal Quarters
ended on such date of determination (or, if such date is not the last day of a
Fiscal Quarter, then ended on the last day of the Fiscal Quarter most recently
ended before such


 


23

















 


date)
is greater than 10% of the total revenues of the Aracruz Parties on a
consolidated basis for such period, (ii) whose total assets as of such
date of determination (or, if such date is not the last day of a Fiscal
Quarter, then as of the last day of the Fiscal Quarter most recently ended
before such date) is greater than 10% of the total assets, respectively, of the
Aracruz Parties on a consolidated basis as of such date of determination (or,
if such date is not the last day of a Fiscal Quarter, then as of the last day
of the Fiscal Quarter most recently ended before such date) or (iii) the
absence of which would have a material adverse effect on the business of the
Aracruz Parties taken as a whole.


 


“Maturity
Date” means December 31, 2017, or such earlier date as is the date on
which the last scheduled amortization payment is due hereunder.


 


“MMSO”
means Machado, Meyer, Sendacz e Opice Advogados, special Brazilian counsel to
the Lenders.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor thereto.


 


“MPP
Debt” means, with respect to any mandatory prepayment, any Other Bilateral
Debt or any Permitted Refinancing Debt, in each case to the extent that any
such debt includes any such mandatory prepayment provision.


 


“Net
Cash Proceeds” means, with respect to any event, (a) the cash proceeds
received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received and (ii) in
the case of a Casualty Event, insurance awards, in each case net of (b) the
sum of (i) all reasonable and customary fees, underwriting discounts,
commissions, premiums and out-of-pocket expenses paid by the Aracruz Parties to
third parties (other than Affiliates) in connection with such event, (ii) in
the case of a sale, transfer or other disposition of an asset (including
pursuant to a sale and leaseback transaction or a condemnation or similar
proceeding), the amount of all payments required to be made by the Aracruz
Parties as a result of such event to repay Debt (other than the Loans) secured
by such asset or otherwise that is required to be repaid as a result of such
event, and (iii) the amount of all Taxes paid (or reasonably estimated to
be payable) by the Aracruz Parties in connection with such event.


 


“New
Excess Cash Payment Date” has the meaning set forth in Section 3.4(f).


 


“New
York Business Day” means a day (other than Saturday or Sunday) on which
commercial banks are not authorized or required to close in New York City, New
York.


 


“Non-Funding
Lenders” means the Lenders listed on Schedule 7 hereto.


 


“Note”
has the meaning set forth in Section 2.4.


 


“Notice
of Borrowing” has the meaning set forth in Section 2.2. “Notice of
Default” has the meaning set forth in Section 10.3.


 


“Obligations”
means (a) the principal amount of the Loans outstanding and (b) all
other amounts now or hereafter payable by the Obligors pursuant to the Loan
Documents, in each case when due (whether at stated maturity, upon acceleration
or otherwise).


 


24

















 


“Obligors”
means, collectively, the Borrower and the Guarantors.


 


“Obligor
Materials” has the meaning set forth in Section 12.3.


 


“OECD
Bank” means any commercial bank organized under the laws of any OECD
Country.


 


“OECD
Country” means, at any time, any nation that is a member of the Organization
of Economic Cooperation and Development at such time.


 


“Organizational
Documents” means, with regard to any Person: (a) its articles of
incorporation or other similar document, (b) its estatuto social, contrato social, by-laws
or other similar document, (c) any certificate of designation or other
document to which such Person is a party relating to the rights of preferred
shareholders or other holders of Capital Stock of such Person, (d) any
shareholder rights agreement, joint venture agreement or other similar
agreement to which such Person is party and (e) all binding resolutions
and consents of the shareholders, the board of directors (or any committee
thereof) or similar governing body of such Person.


 


“Original
Excess Cash Payment Date” has the meaning set forth in Section 3.4(f).


 


“Other
Bilateral Debt” means the Debt of the Aracruz Parties set forth on Schedule
3(c), which constitutes all existing Debt of the Aracruz Parties, other than
the Terminated Derivative Obligations, Lender Bilateral Debt and Intercompany
Debt.


 


“Other
Bilateral Debt Restructuring Conditions” means the cumulative following
conditions:


 


(a) such Other Bilateral Debt is Debt of an
Obligor (other than Alicia);


 


(b) pricing terms not in excess of the pricing
of the Loans (after giving effect to any restructuring fees) paid in connection
with such Other Bilateral Debt;


 


(c) covenants not more favorable to the
creditor of such Other Bilateral Debt than those provided to the Lenders under
this Agreement;


 


(d) mandatory prepayment provisions, if any,
not more favorable to the creditor of such Other Bilateral Debt than those
provided to the Lenders under this Agreement (including, without limitation,
with respect to amount, timing and triggering events);


 


(e) inclusion of secured export provisions not
more favorable to the creditor of such Other Bilateral Debt than those
available to the Lenders under this Agreement;


 


(f) provision of collateral to the creditor of
such Other Bilateral Debt as to assets of the Borrower or any of its Subsidiaries
only to the extent that such collateral is neither (1) the Collateral nor (2) Excluded
Assets; and


 


(g) Guarantees, if any, that are pari passu with or junior to, and not
otherwise more favorable to the creditor of such Other Bilateral Debt than,
those available to the Lenders under this Agreement, granted by direct or
indirect Subsidiaries of Aracruz


 


25

















 


Celulose
that are Guarantors (other than Alicia);


 


provided that such Other Bilateral
Debt Restructuring Conditions shall be deemed not to be satisfied if such Other
Bilateral Debt as so restructured includes any agreement that restricts, limits
or otherwise prevents any Obligor from performing its obligations under this
Agreement.


 


“Participant”
has the meaning set forth in Section 12.8(h).


 


“Patriot
Act” has the meaning set forth in Section 7.27(a).


 


“Payment”
has the meaning set forth in Section 8.22.


 


“Payment
Date” means (a) each date listed on the Amortization Schedule set
forth in Schedule 1, and (b) September 30, 2009; provided that if any such date is not a
Business Day, then such Payment Date shall be the next Business Day, unless
such next Business Day would fall in another calendar month, in which case such
Payment Date shall be the preceding Business Day.


 


“Payor”
has the meaning set forth in Section 3.8.


 


“Permitted
Aracruz Investments” means:


 


(a)   any Investment in any
Obligor;


 


(b)   any Investment in cash or
Cash Equivalents by any Obligor as part of such Obligor’s ordinary course
treasury function;


 


(c)   any Investment existing on
the Closing Date


 


(d)   any Investment in securities
or other assets not constituting cash or Cash Equivalents and received in
connection with an Asset Sale made pursuant to Section 8.18 or any other
disposition of assets not constituting an Asset Sale;


 


(e)   any Investment acquired by
any Aracruz Party:


 


(i)        in exchange for any other Investment or accounts
receivable held by such Aracruz Party in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such
other Investment or accounts receivable; or


 


(ii)       as a result of a foreclosure by such Aracruz Party
with respect to any secured Investment or other transfer of title with respect
to any secured Investment in default;


 


(f)    Investments consisting of
endorsements for collection or deposit in the ordinary course of business;


 


(g)   any Investments (other than
Investments pursuant to clauses (a) or (c) (with respect to debt
securities) of the definition of “Investment” (to the extent that such
Investments are not Brazil Permitted Investments)) in an aggregate amount equal
to the difference between: (i) the total Net Cash Proceeds of any Equity
Issuance (other than a


 


26

















 


Restricted
Payment Equity Issuance) minus the aggregate amount of such Net Cash Proceeds
used to fund Capital Expenditures permitted under the Loan Documents; and (ii) an
amount equal to the Applicable Equity Issuance Percentage of the amount
described in sub-clause (g)(i) and made from the Net Cash Proceeds of an
Equity Issuance (other than a Restricted Payment Equity Issuance);


 


(h)   accounts receivable in
respect of Products delivered by any Obligor to any other Obligor in the
ordinary course of business and in accordance with Section 8.8;


 


(i)    any Investment that is
permitted by and made in accordance with Section 8.19;


 


(j)    any Incurrence of Debt that
is permitted by and made in accordance with Section 8.21;


 


(k)   any Permitted Investments
made with proceeds on deposit in the Export Collateral Account or the Debt
Service Reserve Accounts pursuant to the terms of this Agreement, the U.S.
Account Control Agreement and the Brazil Account Pledge Agreement;


 


(l)    in addition to Investments
permitted by clauses (a) through (k) above, any additional loans,
advances and other Investments to or in a Person in an aggregate amount for all
Investments made pursuant to this clause (l), not to exceed U.S.$25,000,000 in
the aggregate prior to the Maturity Date;


 


provided, however, that in no event shall any
Investment be considered a Permitted Aracruz Investment if such Investment
would otherwise be prohibited pursuant to Section 8.19.


 


“Permitted
Efficiency CAPEX” means, any Maintenance CAPEX that is intended to increase
production efficiency, the aggregate cost of which shall not exceed R$11.75 per
ton per year of projected annual production, such amount to be adjusted
annually on each January 1, commencing on January 1, 2010, for
inflation pursuant to the Inflation Index in effect for the preceding calendar
year.


 


“Permitted
Investment CAPEX Debt” means Debt Incurred by any Aracruz Party (other than
Alicia) or any Aracruz Joint Venture to finance an Approved CAPEX Project:


 


(a) having a weighted average maturity not less
than the weighted average maturity of outstanding Loans on the Incurrence date
of such Debt; and


 


(b) (i) if provided by BNDES - Banco Nacional de Desenvolvimento Econômico e
Social (“BNDES”), unsecured Debt or, if secured Debt, secured
by assets (including, for the avoidance of doubt, export receivables) or
Properties other than any Collateral or Excluded Assets or (ii) if
provided by a lender other than BNDES, unsecured Debt or, if secured Debt,
secured only by any fixed assets and personal Property being acquired or
created in connection with such Approved CAPEX Project and/or by export
receivables that are not Collateral.


 


“Permitted
Investments” means (a) with respect to the Export Collateral Account
and any Debt Service Reserve Account maintained in New York, U.S. Permitted
Investments and (b)


 


27

















 


with
respect to any Debt Service Reserve Account maintained in Brazil, Brazil
Permitted Investments.


 


“Permitted
Liens” means:


 


(a)        Liens imposed
by Applicable Law that were incurred in the ordinary course of business and for
which a reserve or other appropriate provisions, if any, as shall be required
by GAAP, shall have been made, including carriers’, warehousemen’s and
mechanics’ liens, statutory landlords’ liens and other similar liens and
encumbrances arising in the ordinary course of business, in each case that do
not materially detract from the value of the Property subject thereto or
materially impair the use thereof in the operations of the business of the Person
owning such Property;


 


(b)       Liens imposed by Applicable
Law to secure Taxes, assessments and other governmental charges or levies, in
each case the payment of which is not yet due or is being contested in good
faith by appropriate proceedings diligently conducted and for which a reserve
or other appropriate provisions, if any, as shall be required by GAAP, shall
have been made;


 


(c)        Liens in
respect of legal proceedings that have been submitted to a competent court and
are being contested in good faith and for which a reserve or other appropriate
provisions, if any, as shall be required by GAAP, shall have been made;


 


(d)       encumbrances, security
deposits or reserves maintained in the ordinary course of business and required
by Applicable Law;


 


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


 


(f)        survey
exceptions, encumbrances, easements or reservations of, or rights of others for,
licenses, rights of way, sewers, electric lines, telegraph and telephone lines
and other similar purposes, or zoning or other restrictions as to the use of
real Property or Liens incidental to the ownership of Property that were not
incurred in connection with Debt and which do not materially adversely affect
the value of said Properties or materially impair the use of the Property
affected thereby;


 


(g)       Liens existing on the
Effective Date that, to the extent they secure Debt of any Aracruz Party, or exist
in respect of any individual Property or asset of any Aracruz Party with a book
value in excess of U.S.$1,000,000 (or its equivalent), are listed on Schedule
8;


 


(h)       Liens on the inventory or
receivables (that are not Collateral) of any Obligor securing obligations under
Working Capital Debt to the extent that such Working Capital Debt is permitted
pursuant to Section 8.21(a)(ii);


 


(i)         Liens to secure
any extension of Debt permitted hereunder, which Debt is secured by a Lien on
the date hereof and set forth on Schedule 14; provided
that such Lien shall be limited to all or part of the same Property
or assets that secure such Debt as of the date hereof and the aggregate amount
of Debt secured by such Lien shall at no time be increased from the aggregate amount
of Debt secured by such Lien on the date hereof;


 


28

















 


(j)         Liens to secure
any Permitted Refinancing Debt, Permitted Investment CAPEX Debt or created to
secure Other Bilateral Debt that is restructured on or prior to the Closing
Date (including any Liens that may be created after the Closing Date pursuant
to the terms of such restructured Other Bilateral Debt), in each case if and to
the extent expressly permitted hereunder;


 


(k)        Liens securing
Acquired Debt Incurred in accordance with Section 8.12 and Section 8.21
not incurred in connection with, or in anticipation or contemplation of, the
relevant acquisition, merger or consolidation; provided, that:


 


(i) such Liens secured such Acquired Debt at
the time of and prior to the Incurrence of such Acquired Debt by any Aracruz
Party and were not granted in connection with, or in anticipation of the
Incurrence of such Acquired Debt by such Aracruz Party; and


 


(ii) such Liens do not extend to or cover any
assets or Property of any Aracruz Party other than assets or Property that
secured the Acquired Debt prior to the time such Acquired Debt was Incurred (or
anticipated or contemplated to be Incurred) by such Aracruz Party in accordance
with Section 8.21 and such Liens are no more favorable to the lienholders
than the Liens securing the Acquired Debt prior to the time such Acquired Debt
was Incurred (or anticipated or contemplated to be Incurred) by such Aracruz
Party in accordance with Section 8.21;


 


(l)         Liens on Property
or Capital Stock of another Person at the time such other Person becomes a
direct or indirect Subsidiary of Aracruz Celulose and not incurred in
connection with, or in anticipation or contemplation of such Person’s becoming
such a Subsidiary; provided that,
such Liens may not extend to any other Property owned by such Person;


 


(m)       Liens in favor of surety
bonds or letters of credit (except any Acceptable Letter of Credit as described
in the definition thereof) issued pursuant to the request of, and for the
account of, such Person in the ordinary course of its business;


 


(n)       Liens to secure any Purchase
Money Debt Incurred in accordance with Section 8.21(b)(vii);


 


(o)       Liens in favor of BNDES on
the plants and land owned by Aracruz Celulose as of the date of this Agreement
located in the city of Guaíba, State of Rio Grande do Sul, Brazil, granted, in
exchange for the BNDES Release, to secure Debt of the Aracruz Parties held by
BNDES as of the date hereof; and


 


(p)       Liens granted to either
Collateral Agent pursuant to any Security Document for the benefit of the
Lenders, the Administrative Agent or such Collateral Agent and any other Person
that has a right to receive any payment from an Obligor under the Loan
Documents.


 


“Permitted
Maintenance CAPEX” means, in any calendar year, Maintenance CAPEX for such
calendar year, the cost of which shall not exceed in the aggregate, the amounts
per ton of projected annual production (including Permitted Efficiency CAPEX)
corresponding to such calendar year as set forth below:


 


29

















 


	
  2009

  	
   

  	
  R$143.35
  perton

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  R$199.75
  perton

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
  R$199.75
  perton

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  R$176.25
  perton

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  R$176.25
  perton

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014 to Maturity Date

  	
   

  	
  R$152.75
  perton

  	
   

  



 


in
each case, as such Permitted Maintenance CAPEX figures may be adjusted annually
on each January 1, commencing on January 1, 2010, for inflation
pursuant to the Inflation Index in effect for the preceding calendar year.


 


“Permitted
Refinancing Debt” means Debt of any Obligor (other than Alicia):


 


(a)        having a
weighted average maturity not less than the weighted average maturity of the
Loans on the Incurrence Date of such Permitted Refinancing Debt (after giving
effect to any prepayment required pursuant to Section 3.4(d) or Section 3.4(e));


 


(b)       pursuant to terms and
pricing that reflect market terms and pricing for such Obligor;


 


(c)        secured, if at
all, (i) by the Collateral, on a pari
passu basis with the Loans and pursuant to an Intercreditor
Agreement (any such Permitted Refinancing Debt, “Subsequently Issued
Pari-Passu Refinancing Debt”), (ii) by export receivables other than
those that compose the Collateral or (iii) by any other assets of Aracruz
Celulose or its Subsidiaries that are not Excluded Assets (which may include,
notwithstanding any other provision hereof, the Capital Stock of any Subsidiary
of an Aracruz Party into which assets are contributed to secure Permitted
Refinancing Debt (any such Subsidiary, a “Refinancing Drop-Down Subsidiary”));
and


 


(d)       guaranteed, if at all, by (i) any
or all of the Guarantors other than Alicia, pursuant to guarantees that are pari passu with or junior to, and not
otherwise more favorable to the creditor than, those provided to the Lenders
under this Agreement or (ii) any Refinancing Drop-Down Subsidiary.


 


“Person”
means any individual, corporation, company, voluntary association, partnership,
limited liability company, joint venture, trust, unincorporated organization,
Governmental Authority or other entity of whatever nature.


 


“Portocel”
means Portocel Terminal Especializado de Barra do Riacho S.A., a corporation
organized under the laws of Brazil.


 


“Prime
Rate” means the average of the rate of interest per annum publicly announced from time to time by the
Reference Banks as their prime lending rate. Each change in the Prime


 


30
















 


Rate
will be effective for purposes hereof from and including the date such change
is publicly announced as being effective.


 


“Process
Agent” has the meaning set forth in Section 12.13.


 


“Products”
means products produced or obtained by Aracruz Celulose, sold by Aracruz
Celulose to the Borrower and then sold by the Borrower to the Eligible
Offtakers to satisfy the obligations of the Borrower under Section 5.5.


 


“Projections”
has the meaning set forth in Section 7.13.


 


“Property”
of any Person, means any property, rights or revenues, or interest therein, of
such Person.


 


“Pro
Rata Basis” means, with respect to any mandatory prepayment and on any
Mandatory Prepayment Date, a fraction, the numerator of which is the aggregate
principal amount of all MPP Debt outstanding on such date pursuant to which a
mandatory prepayment is being made, and the denominator of which is the sum of
the aggregate principal amount of MPP Debt outstanding on such date plus the
aggregate principal amount of Loans outstanding on such date.


 


“Purchase
Money Debt” means, for any Person, Debt Incurred for the purpose of
financing all or any part of the purchase price of any property or the cost of
installation, construction or improvement of any property; provided, however, that (i) such Debt
is incurred within one year after such acquisition, installation, construction
or improvement of such property by such Person and (ii) the amount of such
Debt does not exceed 100% of the cost of such acquisition, installation,
construction or improvement, as the case may be.


 


“Qualified
ECA Cash” means, as of any date of determination, the amount deposited in
the Export Collateral Account equal to the Debt Service Amount payable on such
day if such day is a Payment Date (or if such date is not a Payment Date, then
on the next succeeding Payment Date) or such lesser amount as is then on
deposit in the Export Collateral Account.


 


“Qualifying
Collateral Exchange” means any asset exchange involving Collateral to the
extent that (a) such asset exchange involves a swap of land and/or forests
only, (b) any land and/or forests received in any such asset exchange has
a Fair Market Value of less than U.S.$25 million (or its equivalent) and (c) any
land and/or forests received, when aggregated with any other land or forests
with a Fair Market Value of less than U.S.$25 million (or its equivalent)
received in any previous asset exchanges involving Collateral since the
Effective Date, does not cause the aggregate Fair Market Value of land or
forests received in any such asset exchanges to exceed U.S.$75 million (or its
equivalent).


 


“Reais,”
“Real” and “R$” means lawful money for the time being of Brazil.


 


“Real-Denominated
Obligations” means the obligations listed on Schedule 9 hereto, in respect
of Terminated Derivative Obligations denominated in Reais.


 


“Receivable”
means each account or payment intangible (each as defined in Article 9 of
the UCC) or similar obligation arising under any Sales Agreement.


 


31

















 


“Reference
Banks” means Citibank, N.A., Deutsche Bank AG, London Branch and JPMorgan
Chase Bank, N.A.


 


“Refinance”
means, in respect of any Debt, to issue any Debt in exchange for or to
refinance, extend, renew, repay, redeem, replace, defease or refund such Debt in
whole or in part. “Refinanced” and “Refinancing” will have
correlative meanings.


 


“Register”
has the meaning set forth in Section 12.8(d).


 


“Relevant
Reinvestment Period” has the meaning set forth in Section 3.4(c).


 


“Required
Lenders” means at any time of determination and subject to Section 12.25,
(i) prior to the Closing Date, Lenders holding more than 66-2/3% of the
Commitments and (ii) on or after the Closing Date, Lenders having more
than 66-2/3% of the aggregate principal amount of the Loans then outstanding.


 


“Required
Payment” has the meaning set forth in Section 3.8.


 


“Restated
ROF(s)” means the duly amended Existing ROFs, matching the relevant terms
and conditions of the Export Finance Agreement with the Loans, under the Module
Registry of Financial Transaction (Registro Declaratório - Módulo Registro de Operação
Financeira)  of
the Data System of the Central Bank - SISBACEN, in accordance with applicable
Central Bank regulations.


 


“Restore”
means, with respect to any Property or asset affected by a Casualty Event, to
rebuild, repair, restore or replace such affected Property or asset.


 


“Restricted
Payment” has the meaning set forth in Section 8.20(a).


 


“Restricted
Payment Equity Issuance” means any equity issuance by Aracruz Celulose to
any member of the Control Group in order to comply with Section 8.20(a).


 


“Reuters
Screen LIBO Page” means the display designated as page “LIBO” on the
Reuter Monitor Money Rates Service or such other page as may replace the “LIBO”
page on that service for the purpose of displaying London interbank
offered rates for the deposit of Dollars of major banks.


 


“Rights”
means the Export Collateral Account and the Sales Rights.


 


“Sales
Agreement” means each contract or other agreement (which may be formed by
exchange of letters, e-mail, other electronic communication or other
correspondence (including purchase orders) or verbally) from time to time
entered into by the Borrower (or any other Person on its behalf) with an
Eligible Offtaker for the sale of Products; provided
that such contract or other agreement or the performance thereof
shall not be subject to any embargos, sanctions or comparable restrictions of
any kind issued by the United Nations.


 


32

















 


“Sales
Rights” means:


 


(a)    all accounts and payment intangibles (each as
defined in the UCC) and all other rights at any time or from time to time now
or hereafter arising under each present and future Designated Sales Agreement
(and any related Letter of Instruction), including all Designated Receivables
and other moneys due or to become due and all claims for damages arising
thereunder,


 


(b)    all rights under the Designated Sales Agreements and
other contracts for the purchase of Products from the Borrower in connection
with any Designated Sales Agreements, including all moneys due or to become due
thereunder and any claims for damages arising thereunder,


 


(c)    all credit insurance and letters of credit issued by
any Person (including any Eligible Financial Institution) that supports an
Eligible Offtaker’s obligations under its Designated Sales Agreement(s),


 


(d)    all instruments, chattel paper, letter-of-credit
rights, documents (including negotiable documents of title), supporting
obligations and general intangibles (each as defined in Article 9 of the
UCC) evidencing, representing, arising from or existing in respect of, relating
to, securing or otherwise supporting the payment of, any of the above, and


 


(e)    all proceeds, accessions, rents, profits, income,
benefits, substitutions and replacements of and to any of the above (including
all causes of action, claims and warranties now or hereafter held by the
Borrower in respect of any of the items listed above).


 


“Schedules
of Payment” has the meaning set forth in Section 7.4.


 


“Security
Documents” means the Aracruz Share Pledge Agreement, the Aracruz Note
Pledge Agreement, the Barra do Riacho Security Documents, the Brazil Account
Pledge Agreement, the Alicia Share Pledge Agreement, the U.S. Account Control
Agreement and the U.S. Security Agreement.


 


“Specified
Coverage Ratio” means a Coverage Ratio of at least 1.2 to 1.0 at all times.


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.


 


“Subordinated
Debt” means, with respect to any Person, any Debt of such Person that is
expressly subordinated in right of payment and liquidation to the Loans.


 


“Subordinated
Debt Repayment Conditions” means all of the following: (i) at least
50% of the principal amount of the Loans outstanding on the Closing Date has
been repaid in full, (ii) the Debt to Adjusted EBITDA Ratio with respect
to any two (2) consecutive Fiscal Quarters is less than 2.5:1.0, and (iii) no
Default or Event of Default has occurred and is continuing.


 


33

















 


“Subordinated
Shareholder Debt” means any Debt issued in accordance with the Shareholder
Subordinated Loan Agreement, a form of which is attached hereto as Exhibit O,
for the purposes of reinvesting dividend payments.


 


“Subsequently
Issued Pari Passu Refinancing Debt” has the meaning set forth in the
definition of Permitted Refinancing Debt.


 


“Subsidiary”
means, with respect to any Person, any corporation or other entity that such
Person, beneficially or of record, owns more than 50% of the Voting Stock,
including, as of the Closing Date and without limitation, Portocel.


 


“Substantial
Asset” means any individual asset or group of related assets having an
aggregate Fair Market Value in excess of U.S.$75 million (or its equivalent).


 


“Substitute
Insurance Policy” means (a) any credit insurance policy issued by any
of Atradius N.V., Euler-Hermes Group or The Coface Group (or any Affiliate
thereof so long as such policy is fully and unconditionally guaranteed by any
of such insurers), and any renewal thereof, (b) any substitute or
replacement insurance policy issued by any Person which is rated at least “A-”
(or the then-equivalent grade) by Standard & Poor’s and “A2” (or the
then-equivalent grade) by Moody’s, in each case under clauses (a) and (b) in
favor of the Borrower that covers at least the same amount of the political and
commercial risk in respect of the Designated Receivables on substantially the
same terms and conditions as the insurance policy described in clause (a) of
the defined term “Credit Insurance Policy” or (c) any substitute or
replacement insurance policies issued by any Person that is satisfactory in all
respects (including the terms and issuer of the policy) to the Majority
Lenders.


 


“Substitute
Rate” shall have the meaning set forth in Section 4.2.


 


“Successor
Entity” has the meaning set forth in Section 8.12.


 


“Taxes”
means all present and future income, stamp, registration and other taxes and
levies, imposts, deductions, charges and withholdings whatsoever, and all
interest, penalties or similar amounts with respect thereto or with respect to
the non-payment thereof, now or hereafter imposed, assessed, levied or
collected by any authority.


 


“Terminated
Derivative Obligations” means the outstanding obligations of Aracruz
Celulose or the Borrower, as applicable, to the Lenders arising out of the
early termination of certain derivative contracts entered into by and between
the Borrower and Aracruz Celulose, as applicable, on the one hand, and each of
the Lenders, on the other hand, and set forth on Schedule 3(a) hereto.


 


“Tested
Collections” means, subject to Section 5.5(d), the collections
remaining in the Export Collateral Account in respect of Designated Receivables
that have been deposited into the Export Collateral Account by or on the behalf
of Eligible Offtakers (or Eligible Financial Institutions or the payor on a
Credit Insurance Policy on their behalf).


 


“Total
Debt” means, as of any day, the aggregate outstanding principal amount of
Debt of the Aracruz Parties on a consolidated basis and each Aracruz Joint
Venture (in the case of each such Aracruz Joint Venture, in proportion to
Aracruz Celulose’s direct or indirect ownership


 


34

















 


percentage
of such Aracruz Joint Venture) as of such day (or, if such day is not the last
day of a Fiscal Quarter, on the last day of the Fiscal Quarter most recently
ended before such day); provided that,
for purposes of this Agreement, Total Debt shall not include any Subordinated
Shareholder Debt; provided, further, that
if such day is not the last day of the Fiscal Quarter, in making the foregoing
calculation, pro forma effect will be given to the acquisition or disposition
of Persons, divisions or lines of businesses or any other asset (including the
assumption or incurrence of Debt in connection therewith) by any Aracruz Party
that has occurred since the last day of the Fiscal Quarter most recently ended.


 


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


 


“United
States” or “U.S.” means the United States of America.


 


“Unused
Equity Proceeds” has the meaning set forth in the definition of Excess
Cash.


 


“U.S.
Account Control Agreement” means the Account Control Agreement, dated as of
the date hereof, substantially in the form of Exhibit D.


 


“U.S.
Collateral Agent” has the meaning set forth in the preamble.


 


“U.S.
Dollar-Denominated Obligations” means the obligations listed on Schedule 10
hereto, in respect of Terminated Derivative Obligations denominated in Dollars
and Lender Bilateral Debt.


 


“U.S.
Dollars” and “$” mean lawful money for the time being of the United States.


 


“U.S.
Dollar Equivalent” means, as of the end of any Fiscal Year and with respect
to any non-U.S. Dollar-denominated amount, the amount of U.S. Dollars obtained
by converting such non-U.S. Dollar-denominated amount into U.S. Dollars using
the daily average exchange rate for such Fiscal Year, as reported by Bloomberg
LP or Reuters Group PLC or (if such information is not reported by Bloomberg LP
or Reuters Group PLC) such other internationally recognized service for the
publication of exchange rate data or information, as the Borrower may
reasonably determine.


 


“U.S.
Permitted Investments” means any security issued by a Person organized in
the United States (including the government of the United States, any agency
thereof or any mutual fund organized therein), which security matures not later
than the Business Day before the Payment Date after the date of acquisition
thereof and is rated at least “AA” and “Aa2” (or its equivalent with respect to
a mutual fund) by Standard & Poor’s and Moody’s, respectively (or is a
mutual fund investing solely in such securities), including, but not limited to
money market funds or time deposits having such a rating at the time of
acquisition, including any fund for which an Agent or an Affiliate of an Agent
serves as an investment advisor, administrator, shareholder servicing agent,
custodian or subcustodian, notwithstanding that (i) an Agent or an
Affiliate of an Agent charges and collects fees and expenses from such funds
for services rendered (provided that
such charges, fees and expenses are on terms consistent with terms negotiated
at arm’s-length), and (ii) an Agent charges and collects fees and expenses
for services rendered, pursuant to this Agreement.


 


35

















 


“U.S.
Permitted Financial Institutions” means any commercial bank that (a) is
a Lender or a member of the U.S. Federal Reserve System, (b) issues (or
the parent of which issues) commercial paper rated at least “Prime-1” (or the
then-equivalent grade) by Moody’s and “A-1” (or the then-equivalent grade) by
Standard & Poor’s , and (c) is organized under the laws of the
United States or any State (or the District of Columbia) thereof and has
combined capital and surplus of at least U.S.$1,000,000,000.


 


“U.S.
Security Agreement” means the Amended and Restated Security Agreement,
dated as of the date hereof, substantially in the form of Exhibit C.


 


“Veracel”
means Veracel Celulose S.A., a corporation organized under the laws of Brazil.


 


“Veracel
Project Finance Debt” means Debt (a) as to which neither Veracel nor
any Aracruz Party (i) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Debt), (ii) is
directly or indirectly liable as a guarantor or otherwise or (iii) is the
lender; (b) in respect of which a default would not permit (whether upon
notice, lapse of time or both) any holder of any other Debt of any Aracruz
Party or of Veracel to declare a default on such other Debt or cause the
payment thereof to be accelerated or payable prior to its stated maturity; and (c) as
to which the lenders have been notified in writing that they will not have any
recourse to the Capital Stock, assets or property of any Aracruz Party or
Veracel (other than the Capital Stock of, or the assets that are owned by, the
borrower of such Veracel Project Finance Debt).


 


“Veracel
II Project” means the project described in Schedule 16.


 


“Voting
Stock” of a Person means Capital Stock in such Person having power to vote
for the election of directors or similar officials of such Person or otherwise
voting with respect to actions of such Person (other than such Capital Stock
having such power only by reason of the happening of a contingency).


 


“Wholly
Owned Obligor” means any Obligor, all of the Capital Stock of which (other
than directors’ qualifying shares or other similar de minimis shares required
pursuant to Applicable Law) are owned beneficially or of record, directly or
indirectly, by Aracruz Celulose.


 


“Wholly
Owned Subsidiary” means any Subsidiary of Aracruz Celulose, all of the
Capital Stock of which (other than directors’ qualifying shares or other
similar de minimis shares required pursuant to Applicable Law) are owned
beneficially or of record, directly or indirectly, by Aracruz Celulose.


 


“Working
Capital” as of any day, means, as of such day for Aracruz Celulose and its
Subsidiaries, on a consolidated basis, the sum of the following current assets:
(a) accounts receivable (net), inventories (net), interest receivable on
short-term investments, recoverable taxes and other cash operating asset
accounts (to the extent such operating asset accounts are deemed operating
asset accounts under GAAP), less the sum of the following current liabilities: (b) liabilities
to suppliers incurred in the ordinary course of business, liabilities for
payroll and related charges, provisions for litigation and contingencies and
liabilities associated with unrecognized tax benefits, accrued financial
charges and other cash operating liability accounts


 


36

















 


(to
the extent that such operating liability accounts are deemed operating
liability accounts under GAAP).


 


“Working
Capital Cap” means, at any time, an amount in U.S. Dollars equal to the
aggregate amount of gross sales of Aracruz Celulose for the two (2) calendar
months then most recently ended.


 


“Working
Capital Debt” means Debt Incurred or held by any Aracruz Party, the
proceeds of which are used for working capital and general corporate purposes,
maturing no later than 365 days after the date of its Incurrence.


 


“1940
Act” has the meaning set forth in Section 7.25.


 


Section 1.2
Other Interpretive Provisions. (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms.


 


(b) The
words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement
as a whole and not to any particular provision of this Agreement, and any
subsection, Section, Article, Annex, Schedule and Exhibit references are
to this Agreement unless otherwise specified.


 


(c) The
term “documents” includes any and all documents, instruments, written
agreements, certificates, indentures, notices and other writings, however
evidenced (including electronically).


 


(d) The
term “including” is not limiting and (except to the extent specifically provided otherwise) shall mean “including
without limitation.”


 


(e) Unless
otherwise specified, in the computation of periods of time from a specified
date to a later specified date, the word “from” shall mean “from and including,”
the words “to” and “until” each shall mean “to but excluding,” and the word “through”
shall mean “to and including.”


 


(f) The
terms “may” and “might” and similar terms used with respect to the taking of an
action by any Person shall reflect that such action is optional and not
required to be taken by such Person.


 


(g) Unless
otherwise expressly provided herein: (i) references to agreements
(including this Agreement) and other documents shall be deemed to include all
subsequent amendments and other modifications thereto, but only to the extent
that such amendments and other modifications are not prohibited by any Loan
Document, and (ii) references to any Applicable Law are to be construed as
including all statutory and regulatory provisions or rules consolidating,
amending, replacing, supplementing, interpreting or implementing such
Applicable Law.


 


(h) The
calculation of all financial ratios in this Agreement (and all components
thereof) shall be made using GAAP. For the avoidance of doubt, if any financial
ratios are required to be calculated at the end of any Fiscal Quarter, the
applicable ratios will be


 


37

















 


calculated
(1) using balance sheet figures as of the end of such Fiscal Quarter and (2) using
income statement figures for the 12-month period ended as of the end of such Fiscal
Quarter.


 


(i) Unless
otherwise expressly provided herein, any financial ratios required to be
calculated herein shall be calculated on a consolidated basis.


 


(j) The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


ARTICLE II


THE CREDIT


 


Section 2.1 Commitments. (a) Subject
to the terms and conditions and relying upon the representations and warranties
herein set forth, each Lender agrees, severally and not jointly, on the Closing
Date:


 


(i)             in the case of each Funding
Lender, to provide the Borrower with a Loan in an equal principal amount in
U.S. Dollars equal to such Funding Lender’s (or its Affiliate’s)
Real-Denominated Obligations (converted into U.S. Dollars in accordance with
the FX Rate as of the close of business on the date that is two (2) Business
Days before the Closing Date), the proceeds of which shall be solely used to
repay such Real-Denominated Obligations; and


 


(ii)            in the case of each
Non-Funding Lender, to exchange such Non-Funding Lender’s (or its Affiliate’s)
U.S. Dollar-Denominated Obligations for a Loan in U.S. Dollars in an equal
principal amount as such U.S. Dollar-Denominated Obligations pursuant to the
terms of Section 2.3(c).


 


(b)      After the date hereof, additional
Loans to any Additional Lender not in excess of the aggregate principal amount
of such Additional Lender’s (or such Additional Lender’s Affiliate’s)
Additional Bilateral Debt may be incurred under and incorporated into this
Agreement upon the amendment of such Additional Bilateral Debt, in each case by
execution of a Facility Increase Amendment by the Obligors, the Administrative
Agent and the applicable Additional Lender. From and after the date of such
Facility Increase Amendment, each Additional Lender shall be a party hereto and
have the rights and obligations of a Lender under this Agreement and the other
Loan Documents.


 


Section 2.2 Borrowing Procedure. The Borrower
shall give the Administrative Agent notice of a request for a Borrowing hereunder
in substantially the form of Exhibit B (the “Notice of Borrowing”)
as provided in Section 3.7. The Administrative Agent shall promptly (and
in any event on the same day that the Administrative Agent receives such
notice, if received by 10:00 a.m., New York City time, on such day) advise
the Lenders by telefax of any notice pursuant to this Section 2.2 (and the
contents thereof).


 


Section 2.3 Funding and Refinancing Mechanics.


 


(a)       No later than 11:00 a.m.
(New York City time) on the Closing Date, each Funding Lender will make
available in U.S. Dollars, through such Funding Lender’s Applicable Lending
Office, the full amount of such Funding Lender’s Loan, and credit or deposit
such


 


38

















 


funds
in an Aracruz Trading Funding Account established in the name of the Borrower
at such Funding Lender’s institution or another financial institution
designated in writing by such Funding Lender prior to the Closing Date in its
sole discretion (or otherwise cause such funds to be credited at the Borrower’s
request pursuant to the Aracruz Trading Payment Order).


 


(b)      The Borrower and Aracruz
Celulose shall thereafter, on the Closing Date:


 


(i)         pursuant to an irrevocable
Aracruz Trading Payment Order between the Borrower and each Funding Lender, and
the Foreign Exchange Contract between Aracruz Celulose and the Brazilian
Affiliate of such Funding Lender (or any other Brazilian bank authorized to
operate in the foreign exchange market designated by such Funding Lender in its
sole discretion), cause the advance of funds with respect to such Funding
Lender’s Loan to be recorded as an export prepayment (recebimento antecipado de
exportação), between
the Borrower and Aracruz Celulose on the Closing Date and in accordance with
Central Bank regulations; and


 


(ii)        immediately upon settlement
of the Foreign Exchange Contract, cause the funds in Reais corresponding to such Foreign Exchange Contract to be
credited into an Aracruz Celulose On-Shore Account established in the name of
Aracruz Celulose at a Brazilian Affiliate of such Funding Lender’s institution
or another financial institution designated in writing by such Funding Lender
prior to the Closing Date in its sole discretion, pursuant to the Aracruz
Celulose Instruction Letter, and immediately thereafter apply such funds to
repay such Funding Lender’s Real-Denominated Obligations;


 


provided that, following the advance
of funds with respect to a Funding Lender’s Loan to the Borrower, unless and
until such funds have been applied to repay such Funding Lender’s
Real-Denominated Obligations, such Funding Lender (or any Affiliate of such
Funding Lender) may, without prior notice to any Aracruz Party (which notice is
expressly waived by it to the fullest extent permitted by Applicable Law), set
off, appropriate and apply against such Funding Lender’s Real-Denominated
Obligations any and all deposits (general or special, time or demand,
provisional or final, in any currency, matured or unmatured) at any time held
or any other debt owing by such Funding Lender or any of its Affiliates (in
each case, including any branch or agency thereof) to or for the credit or
account of any Obligor; provided, further, that
in no event shall the sharing provisions of Section 3.9 apply with respect
to any action taken by any Funding Lender pursuant to the preceding proviso; provided, further, that, upon application
of funds on deposit in the Araruz Celulose On-Shore Account to the repayment in
full of the Real-Denominated Obligations pursuant to clause (ii) above and
the payment in full of any past due interest payable by Aracruz Celulose under
such Real-Denominated Obligations, the Non-Funding Lenders agree (on their own
behalf and on behalf of their Affiliates) that the Real-Denominated Obligations
shall be terminated with immediate effect as of the date on which all such
payments have been made, and in connection with such termination and in
consideration of their receipt of such payment, the Non-Funding Lenders hereby
(on their own behalf and on behalf of their Affiliates) release and discharge
the Aracruz Parties from any and all obligations and liabilities under or
relating to the Real-Denominated Obligations.


 


39

















 


(c)       Each Non-Funding Lender
shall hereby assign to the Borrower on the Closing Date all of its rights under
its Lender Bilateral Debt, if any, in exchange for a U.S. Dollar-denominated
Loan to the Borrower in an equal principal amount to such Lender Bilateral
Debt, and the Borrower hereby agrees to such assignment and exchange. On the
Closing Date, any and all Lender Bilateral Debt assigned to the Borrower
pursuant to this Section 2.3(c) shall be deemed to be amended and
restated pursuant to the terms of the Export Finance Agreement, and any defaults
or events of default under any such Lender Bilateral Debt shall be deemed to be
waived by the relevant Lenders (or Affiliates of such Lenders) party thereto.
Each Non-Funding Lender agrees that, on the Closing Date, its Terminated
Derivate Obligations denominated in U.S. Dollars shall be deemed to be amended
and restated pursuant to the terms hereof.


 


Section 2.4 Notes. (a) The
Borrower’s obligation to pay the principal of, and interest on, the Loan of
each Lender shall be evidenced by a promissory note, substantially in the form
of Exhibit A with blanks appropriately completed in conformity herewith
(each, a “Note” and, collectively, the “Notes”).


 


(b)      The Note issued on or prior
to the Closing Date to each Lender shall (i) be duly executed and
delivered by the Borrower and acknowledged by the Guarantors, (ii) be
payable to the order of such Lender or its registered assigns, (iii) be in
a stated principal amount equal to the Lender’s Commitment, (iv) provide
for repayment of principal as provided in Section 3.1, (v) bear
interest as provided in Section 3.2 and (vi) be entitled to the
benefits of this Agreement and the other Loan Documents. Each Lender will note
in its internal records the amount of the Loan made (or credit extended) by it
hereunder and each payment in respect thereof and will, prior to any transfer
of its Note, endorse on the reverse side thereof the outstanding principal
amount of the Loan evidenced thereby. Failure to make any such notation,
however, shall not affect the Borrower’s obligations in respect of such Loan or
Existing Debt.


 


Section 2.5 Fees of Agents. The Borrower
shall pay (or cause to be paid) to the Agents fees in such amounts and at such
times as provided in the respective Fee Letters.


 


Section 2.6   Several Obligations;
Remedies Independent. The failure of any Funding Lender to make a Loan or
of any Non-Funding Lender to exchange its U.S. Dollar-Denominated Obligations
for a Loan shall not relieve any other Funding Lender to make a Loan or any
other Non-Funding Lender to exchange its U.S. Dollar-Denominated Obligations
for a Loan on such date, and neither any other Lender nor any Agent shall (a) be
responsible for the failure of any defaulting Funding Lender to make a Loan or
any defaulting Non-Funding Lender to exchange its U.S. Dollar-Denominated
Obligations for a Loan hereunder or (b) have any obligation to the
Borrower or any other Person, including any Agent or any Lender, for the any
such failure by a defaulting Funding Lender or Non-Funding Lender.


 


ARTICLE III


PAYMENTS OF PRINCIPAL AND INTEREST


 


Section 3.1 Repayment of the Loans. The Borrower
agrees to pay or cause to be paid to the Administrative Agent the full
principal amount of the Loans in accordance with the Amortization Schedule set
forth on Schedule 1 (as such Amortization Schedule shall be adjusted


 


40
















 


by
the Administrative Agent (i) on the Closing Date to reflect the principal
amounts of the Loans of the Funding Lenders (such amounts to be informed to the
Administrative Agent in writing by each such Funding Lender) and (ii) from
time to time to reflect any additional Loans incurred pursuant to any Facility
Increase Amendment in accordance with Section 2.1(b) or any
prepayment made hereunder). The Borrower agrees that such payments will be made
in accordance with the provisions of Article V. The Borrower agrees that
its obligations under this Agreement and the other Loan Documents are general
obligations of the Borrower secured by the Collateral and that the recourse of
the Lenders, the Administrative Agent and the other Lender Parties in respect
thereof is not limited to the Collateral (including the Rights) or any portion
thereof.


 


Section 3.2 Interest. (a) The Borrower agrees to
pay or cause to be paid to the Administrative Agent interest on the unpaid
principal amount of the Loans for the period from and including the Closing
Date to but excluding the date on which the Loans are paid in full, in respect
of each Interest Period, at a per annum rate
equal to the LIBO Rate for such Interest Period plus the Applicable Margin. The
Borrower agrees that such payments will be made in accordance with the
provisions of Article V. Such interest shall continue to accrue after as
well as before any bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation,
falência, dissolution,
arrangement or winding up or composition or readjustment of debts of any
Obligor.


 


(b) Notwithstanding the foregoing, the Borrower agrees to pay or
cause to be paid to the Administrative Agent interest on any and all overdue
amounts outstanding under the Loans at the Default Rate during the existence
and continuance of an Event of Default under Section 9.1(a).


 


(c) Accrued interest on the Loans shall be payable on each Payment
Date and upon any prepayment of principal in accordance with Section 3.3
or Section 3.4, with respect to the principal amount so prepaid; provided that interest payable at the
Default Rate shall also be payable from time to time on demand by the
Administrative Agent.


 


(d) On each Interest Determination Date, the Administrative Agent
shall determine the LIBO Rate for the relevant Interest Period and shall give
notice thereof to the Borrower and the Lenders (it being understood that
the Administrative Agent’s failure to do so shall not affect the interest rate
applicable hereunder). If, on the Interest Determination Date, the LIBOR01 Page is
not being displayed, the Administrative Agent will request the Reference Banks
to provide the Administrative Agent with their offered quotations for deposits
in U.S. Dollars, for a period substantially equal to the applicable Interest
Period and in an amount substantially equal to the outstanding principal amount
of the Loans, to prime lenders in the London interbank market at approximately
11:00 a.m., London time, on such Business Day. If at least two (2) such
quotations are provided, the LIBO Rate shall be calculated using the average of
such quotations, and divided (rounded upwards, if necessary, to the nearest
1/16th of 1%) by a percentage equal to 100% minus the
then stated maximum rate of all reserve requirements, if any (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable on the Interest Determination Date to any member bank of
the United States Federal Reserve System in respect of Eurocurrency liabilities
(as defined in Regulation D). If (A) fewer than two (2) Reference
Banks provide quotations to the Administrative Agent to determine the LIBO
Rate, or (B) the Administrative Agent is advised by the Reference Banks


 


41

















 


that
deposits in U.S. Dollars are not offered to the Reference Banks in the London
interbank market for such Interest Period, the Administrative Agent shall
forthwith give notice thereof to the Borrower and the Borrower and the
Administrative Agent shall (as instructed by the Majority Lenders) negotiate in
good faith to determine the LIBO Rate or a substitute rate. Pending such
determination, the Interest Rate shall be computed on the basis of the LIBO
Rate as determined for the immediately preceding Interest Period. If the
Borrower and the Administrative Agent (as instructed by the Majority Lenders)
reach agreement as to the determination of the LIBO Rate or a substitute rate
within 10 Business Days after the giving of notice by the Administrative Agent,
the Loans shall bear interest at an interest rate equal to the sum of the LIBO
Rate or such substitute rate as agreed by the Borrower and the Administrative
Agent (as instructed by the Majority Lenders) and the Applicable Margin, such
interest rate to be calculated by the Administrative Agent (as instructed by
the Majority Lenders). If the Borrower and the Administrative Agent (as
instructed by the Majority Lenders) do not reach agreement within such period,
the Loans shall bear interest at an interest rate equal to the sum of the
Alternative Rate in effect from time to time and the Applicable Margin until
such time as the LIBO Rate can be determined.


 


(e) Interest on the Loans based upon the LIBO Rate shall be
computed on the basis of a year of 360 days and actual days elapsed (including
the first day but excluding the last day) occurring in the relevant Interest
Period.


 


Section 3.3 Optional Prepayments. The Borrower may
prepay all or a portion of the Loans, at any time after the disbursement of the
Loans, which prepayment shall in each case be made together with accrued and
unpaid interest on the principal amount so prepaid and all other amounts then
payable under this Agreement (including Section 4.4) but without premium
or penalty (subject to Section 4.4); provided
that: (a) the Borrower shall give the Administrative Agent
notice of each such prepayment as provided in Section 3.7 (and, upon the
date specified in any such notice, the amount to be prepaid shall become due
and payable hereunder), (b) each such notice of prepayment shall specify
the amount being prepaid, (c) the Borrower shall certify that it has
received, for the benefit of all parties to this Agreement, any necessary
Governmental Approvals required in connection with such prepayment and (d) each
partial prepayment shall be in the aggregate amount of U.S.$10,000,000 or an
integral multiple of U.S.$1,000,000 in excess thereof and shall be applied to
prepay the remaining installments of the Loans in the inverse order of
maturity; provided that if and to
the extent that any such prepayment would cause the Maturity Date to be earlier
than the date that is the seven (7) year anniversary of the Closing Date,
such prepayment shall be applied pro
rata to the remaining installments
of the Loans. Amounts that are prepaid may not be reborrowed by the Borrower.


 


Section 3.4 Mandatory Prepayments.


 


(a) Within forty-five (45) days of the financial closing of any
Equity Issuance other than a Restricted Payment Equity Issuance, the Borrower
shall apply an amount equal to not less than the Applicable Equity Issuance
Percentage of the Net Cash Proceeds of such Equity Issuance, at the Borrower’s
election, exercisable on or prior to the receipt of such Net Cash Proceeds, (i) to
prepay the Loans and any MPP Debt (to the extent that the terms of such MPP
Debt require such prepayment and, in any event, only on a Pro Rata Basis)
and/or (ii) to pay (or reserve to pay in a Debt Service Reserve Account)
scheduled debt service obligations of the Obligors under Other Bilateral Debt,
Permitted Refinancing Debt or the Loans due within the


 


42

















 


12-month
period immediately following the date of the financial closing of such Equity
Issuance; provided that, if and
to the extent that the proceeds of any such Equity Issuance are to be used to
fund Investment CAPEX or an Approved CAPEX Project, such proceeds shall be
excluded in determining the amount of any mandatory prepayment required
pursuant to this Section 3.4(a).


 


(b) Within forty-five (45) days of the receipt by any Aracruz
Party of Net Cash Proceeds from an Asset Sale (including receipt by any such
Aracruz Party of proceeds from an Asset Sale involving the assets of Veracel),
the Borrower shall apply the Net Cash Proceeds of such Asset Sale as follows:


 


(i) 100% of the Net Cash Proceeds from an Asset
Sale involving all or any portion of Collateral (which Asset Sale shall, for
the avoidance of doubt, be carried out in accordance with Section 8.18) to
prepay obligations under the Loans and, if and to the extent mutually agreed by
the parties in an Intercreditor Agreement, any other Permitted Refinancing Debt
that may be secured by the Collateral pursuant to the terms of such
Intercreditor Agreement and in accordance therewith;


 


(ii) 75% of the Net Cash Proceeds of any Asset
Sale involving all or any portion of the Capital Stock directly or indirectly
held by Aracruz Celulose in Portocel (which Asset Sale shall, for the avoidance
of doubt, be carried out in accordance with Section 8.18) or in Veracel to
prepay the Loans and any MPP Debt (to the extent that the terms of such MPP
Debt require such prepayment and, in any event, only on a Pro Rata Basis); and


 


(iii) 75% of the Net Cash Proceeds of any Asset
Sale not referred to in clauses (i) or (ii) above to, at the Borrower’s
election exercisable on or prior to the time of the closing of such Asset Sale,
to (A) prepay the Loans and any MPP Debt (to the extent that the terms of
such MPP Debt require such prepayment and, in any event, only on a Pro Rata
Basis) and/or (B) pay (or reserve to pay in a Debt Service Reserve
Account) scheduled debt service obligations of the Obligors under Other
Bilateral Debt, Permitted Refinancing Debt or the Loans due within the 12-month
period immediately following the date of the financial closing of such Asset
Sale.


 


(c) Within forty-five (45) days of the receipt by any Aracruz
Party of Net Cash Proceeds from a Casualty Event (including receipt by any such
Aracruz Party of proceeds from an Asset Sale involving a Casualty Event of
Veracel), the Borrower shall prepay an aggregate principal amount of the Loans
in an amount equal to the amount of any such Net Cash Proceeds; provided, however, that, if and for so
long as no Default or Event of Default is continuing hereunder and the Borrower
has delivered a certificate to the Administrative Agent within fifteen Business
Days of the occurrence of such Casualty Event stating that, within 180 days
after the occurrence of such Casualty Event (or such other period set forth in
such certificate if the Borrower reasonably determines that the Restoration of
the affected Properties or assets cannot reasonably be concluded within 180
days, provided that such
certificate outlines in reasonable detail the projected steps for the
completion of such Restoration) (the “Relevant Reinvestment Period”),
all or a portion of such Net Cash Proceeds (but in no event more than U.S.$75
million without the consent of the Majority Lenders) shall be used to Restore
any Properties or assets in respect of which such Net Cash Proceeds were paid
(which


 


43

















 


certificate
shall set forth a detailed estimate of the Net Cash Proceeds to be so
expended), all or such portion of such Net Cash Proceeds may be used to Restore
any such affected Properties or assets during the Relevant Reinvestment Period;
provided further, that if all or
any portion of such Net Cash Proceeds is not ultimately required to be so
applied within the Relevant Reinvestment Period pursuant to the preceding
proviso, any remaining portion of such Net Cash Proceeds shall, within 10 days
after the last day of the Relevant Reinvestment Period, be applied to prepay
the Loans in an amount equal to the amount of such remaining portion of such
Net Cash Proceeds.


 


(d) Within ten (10) days of the financial closing of the
issuance or borrowing of Permitted Refinancing Debt (any such date, an “Incurrence
Date”):


 


(i) if such Permitted Refinancing Debt is
Subsequently Issued Pari Passu Refinancing Debt, the Borrower shall apply 100%
of the Net Cash Proceeds of such Subsequently Issued Pari Passu Refinancing
Debt to prepay the Loans; and


 


(ii) if such Permitted Refinancing Debt is not
Subsequently Issued Pari Passu Refinancing Debt, the Borrower shall, at the
Borrower’s option exercisable on or prior to the receipt of such Net Cash
Proceeds, apply 100% of the Net Cash Proceeds of such Permitted Refinancing
Debt to (A) prepay the Loans and any MPP Debt (to the extent that the terms
of such MPP Debt require such prepayment and, in any event, only on a Pro Rata
Basis) and/or (B) pay (or reserve to pay in a Debt Service Reserve
Account) scheduled debt service obligations of the Obligors under Other
Bilateral Debt, Permitted Refinancing Debt or the Loans due within the 12-month
period immediately following such Incurrence Date.


 


(e) Within forty-five (45) days of any optional prepayment of
Permitted Refinancing Debt the effect of which is to cause (taking into account
such prepayment) the weighted average maturity of such Permitted Refinancing
Debt to be less than the weighted average maturity of the Loans, in each case,
as calculated on the Incurrence Date of such Permitted Refinancing Debt, the
Borrower shall prepay the Loans in an amount equal to the portion of such
optional prepayment that caused the weighted average maturity of such Permitted
Refinancing Debt to be less than the weighted average maturity of outstanding
obligations under the Loans.


 


(f) Within fifty (50) days of the date on which Aracruz Celulose
has delivered its audited annual consolidated financial statements pursuant to Section 8.4
and in no event later than 140 days following the end of each Fiscal Year (such
outside date, the “Original Excess Cash Payment Date”), the Borrower
shall apply 75% of any Excess Cash attributable to such Fiscal Year to prepay
the Loans; provided, however, that,
if the making of such payment would cause the Aracruz Parties on a consolidated
basis to have less than the Working Capital Cap in cash or Cash Equivalents as
of the date of such payment, the Borrower may, by written notice to the
Administrative Agent providing a certificate of the Chief Financial Officer of
Aracruz Celulose to such effect, elect to defer such mandatory prepayment until
the last day of the third Fiscal Quarter of the then-current Fiscal Year (the “New
Excess Cash Payment Date”), in which case, on or prior to the New Excess
Cash Payment Date, the Borrower shall apply 75% of any Excess Cash attributable
to such immediately preceding Fiscal Year plus interest on 75% of such Excess
Cash attributable to such immediately preceding Fiscal Year from the Original


 


44

















 


Excess
Cash Payment Date to the New Excess Cash Payment Date (or, if earlier, the date
on which the application of 75% of any Excess Cash attributable to the
preceding Fiscal Year is made in full) at a
per annum rate equal to the Default Rate (without duplication with
the interest otherwise payable with respect to such Excess Cash) to prepay the
Loans; provided that in no event
shall the Borrower be entitled to exercise the election permitted in this
clause (f) more than two (2) times prior to the Maturity Date.


 


(g) Upon receipt of a written request from the Administrative
Agent (which shall be provided by the Administrative Agent to the Collateral
Agents on a monthly basis or more frequently upon written request of the
Majority Lenders to the Administrative Agent), the Collateral Agents (upon
reliance on any certificates of the Chief Financial Officer of Aracruz Celulose
delivered to any such Collateral Agent pursuant to Section 3.4(i)) shall
inform the Administrative Agent in writing whether or not the funds deposited
in any Debt Service Reserve Accounts have been used for the contemplated
purpose during the contemplated period pursuant to any DSRA Application Notices
delivered to the Collateral Agents pursuant to Section 3.4(i), and the
Administrative Agent shall promptly inform the Borrower and each Lender in
writing of such Collateral Agent’s response. Immediately, and in no event later
than eight (8) Business Days after receipt of a written notice from the
Administrative Agent (as informed by the applicable Collateral Agent pursuant
to the previous sentence) that funds reserved in a Debt Service Reserve Account
have not been used for the contemplated purpose during the contemplated period
pursuant to the terms of this Agreement, the Borrower shall prepay the Loans
and any MPP Debt (to the extent that the terms of such MPP Debt require such
prepayment and, in any event, only on a Pro Rata Basis) in an amount equal to
the amount that was not used for the contemplated purpose as set forth in such
notice.


 


(h) Any mandatory prepayment as provided for in this Section 3.4
shall be made together with accrued and unpaid interest on the principal amount
so prepaid and all other amounts then payable under this Agreement (including Section 4.4)
but without premium or penalty (subject to Section 4.4) and shall be
applied to prepay the remaining installments of the Loans in the inverse order
of maturity; provided that if any
such prepayment would cause the Maturity Date to be earlier than the date that
is the seven (7) year anniversary of the Closing Date, such prepayment
shall be applied pro rata to the
remaining installments of the Loans. The Borrower shall give the Administrative
Agent notice of the proposed date of each such mandatory prepayment provided
for in this Section 3.4 as provided in Section 3.7 and, upon the date
specified in any such notice, the amount to be prepaid shall become due and
payable hereunder.


 


(i) If, pursuant to this Section 3.4, the Borrower elects to
reserve in a Debt Service Reserve Account funds to (i) pay scheduled debt
service obligations of the Obligors under Other Bilateral Debt, Permitted
Refinancing Debt or the Loans or (ii) make mandatory prepayments hereunder
pursuant to Section 3.4(k), in each case if and to the extent permitted by
this Section 3.4, the Borrower shall (A) at the time of such election,
specify the due date, principal amount or the amount of the mandatory
prepayment to be made pursuant to Section 3.4(k), as the case may be, and
creditor corresponding to each such debt service obligation in each case in
writing to the Administrative Agent and Collateral Agents (each such written
specification, a “DSRA Application Notice”) and (B) except as provided in
clause (g) above, be entitled to withdraw such funds from the relevant
Debt Service Reserve Accounts pursuant to the U.S. Account Control Agreement
and Brazil Account Pledge Agreement only as necessary


 


45

















 


to
pay such specified debt service obligations or to make such mandatory
prepayments on such specified due dates and at no other time and for no other
purpose, it being understood and agreed that, to the extent any funds are
reserved in a Debt Service Reserve Account to make scheduled debt service
payments or mandatory prepayments under the Loans, such funds shall be reserved
in a Debt Service Reserve Account in New York for such purposes.
Notwithstanding anything herein to the contrary, unless and until such funds
are paid to such creditors, all funds in the Debt Service Reserve Accounts
shall constitute part of the Collateral and no other Person other than the
Collateral Agents (acting on behalf of the Lenders) shall have any right, title
or interest in such account or the funds contained therein. The relevant
Collateral Agent shall consent to any withdrawal from a Debt Service Reserve
Account contemplated in this Section 3.4(i) if and as requested in
writing by the Borrower or any Debt Service Reserve Account intermediary,
within two (2) Business Days of receipt of a certificate of the Chief
Financial Officer of Aracruz Celulose that such withdrawal is to be carried out
in compliance with this Section 3.4(i) as well as any additional
documentation as such Collateral Agent requires for payments to third parties.


 


(j) If no Default or Event of Default exists and is continuing,
then the relevant Collateral Agent shall, at the written direction of the
Borrower from time to time (including by facsimile or electronic
communication), cause the funds in any Debt Service Reserve Accounts to be
invested or reinvested in one (1) or more Permitted Investments or, in the
case of any Debt Service Reserve Account maintained in Brazil, Brazil Permitted
Investments, in each case selected by the Borrower; provided that in no event shall either Collateral Agent: (i) have
any responsibility whatsoever as to the validity or quality of any Permitted
Investment, (ii) be liable for the selection of Permitted Investments or
for investment losses incurred thereon or in respect of losses incurred as a
result of the liquidation of any Permitted Investment before its stated
maturity or the failure of the Borrower to provide timely written investment
direction or (iii) have any obligation to invest or reinvest any such
amounts in the absence of such investment direction.


 


(k) Notwithstanding anything herein to the contrary, in the event
that the Borrower is required to make a mandatory prepayment on a date other
than a Payment Date, then the Borrower may, upon notice to the Administrative
Agent, elect to make such payment into a Debt Service Reserve Account
maintained in New York, New York on or before the date such payment is due, and
on the next Payment Date following such date, the Borrower shall apply the
funds deposited in such Debt Service Reserve Account pursuant to this Section 3.4(k) to
such mandatory prepayment.


 


Section 3.5 Payments. (a) All payments of
principal, interest and other amounts to be made to the Lender Parties under
this Agreement (including payments made pursuant to Section 5.6(b)) (other
than payments made by Aracruz Celulose to the Affiliates of the Funding Lenders
in respect of the Real-Denominated Obligations pursuant to Section 2.3(b)(ii),
which shall be received in Reais)  shall
be received in U.S. Dollars, in immediately available funds, without deduction,
set-off or counterclaim, in the Export Collateral Account not later than 11:00 a.m.
(New York City time) on the date on which such payment shall become due (each
such payment received after such time on such due date to be deemed to have
been received on the next New York Business Day). Amounts that are repaid may
not be reborrowed by the Borrower.


 


46

















 


(b) The Borrower shall, subject to Section 3.6, at the time
of making each payment under this Agreement and any other Loan Documents
(including payments made pursuant to Section 5.6(b)) for the account of
any Lender Party, specify to the Administrative Agent (who shall notify the
intended recipient(s) thereof) the amounts payable under the Loan
Documents to which such payment is to be applied, and if the Borrower fails so
to specify, or if insufficient funds are provided for application of such
payment, or if an Event of Default exists, then the Administrative Agent shall,
as directed by the Majority Lenders, distribute such payment for application ratably
among the Lenders (i) first, to pay indemnities, interest, fees and such
other amounts due to such Lenders, and (ii) second, to pay principal then
due to such Lenders under this Agreement.


 


(c) Each payment credited to the Export Collateral Account under
this Agreement for the account of any recipient shall be paid by the U.S.
Collateral Agent to the Administrative Agent in accordance with the terms of
this Agreement or in accordance with written instructions of the Administrative
Agent, and the Administrative Agent shall pay such amounts promptly to such
recipient, in immediately available funds, for the account of such recipient
(with respect to a Lender, for the account of its Applicable Lending Office).


 


(d) If the due date of any payment to any Lender Party under this
Agreement or any other Loan Document would otherwise fall on a day that is not
a Business Day, then (to the extent not otherwise provided for herein) such
date shall be extended to the next Business Day and interest (if any is applicable
to such payment) shall be payable for any amount so extended for the period of
such extension.


 


Section 3.6 Pro Rata Treatment. Except to the extent
otherwise provided herein, each payment or prepayment of principal of the Loans
shall be made for the account of the Lenders pro
rata in accordance with the respective unpaid principal amounts of
the Loans then due and payable to them.


 


Section 3.7 Certain Notices. The Notice of Borrowing
shall be effective only if received by the Administrative Agent not later than
11:00 a.m. (New York City time) on the date three (3) Business Days
before the Closing Date. The Administrative Agent shall promptly, but no later
than three (3) Business Days before the Closing Date, notify the Lenders
of the receipt of the Borrowing Notice. Each notice of optional or mandatory
prepayment shall be effective only if received by the Administrative Agent not
later than 11:00 a.m. (New York City time) on the date five (5) Business
Days before the date of such prepayment. Each such notice shall be irrevocable
and shall specify the prepayment date (which date shall be a New York Business
Day). The Administrative Agent shall promptly, but no later than three (3) Business
Days before the requested prepayment date, notify the Lenders of the contents
of each such notice.


 


Section 3.8 Non-Receipt of Funds by the Administrative
Agent. Unless the Administrative Agent shall have been notified in writing
by any Lender or an Obligor (in each case, the “Payor”) before the date
on which the Payor is to make a Loan or extend credit pursuant to Section 2.3
or to make payment to the Administrative Agent (in the case of a Lender) of the
proceeds of the Loans to be borrowed from such Lender under this Agreement or
(in the case of an Obligor) of a payment to the Administrative Agent for the
account of one (1) or more of the Lenders hereunder (any such payment
being herein called the “Required Payment”) that such Payor will not
make its Required Payment, the Administrative Agent may assume that the


 


47

















 


Payor
is making its Required Payment available to the Administrative Agent and may,
but shall not be required to, in reliance upon such assumption, make available
to the Lenders or the Borrower, as the case may be, a corresponding amount. If
such amount is so advanced by the Administrative Agent but not made available
by the Payor to the Administrative Agent by the required time on such date,
then the Payor shall pay to the Administrative Agent, on demand, such amount
with interest thereon at a rate: (a) in the case of a Lender, equal to the
rate specified by the Administrative Agent as its cost of funding of such
amount for the applicable period, and (b) in the case of an Obligor, equal
to the then-applicable Default Rate, in each case until such amount is paid in
full (in immediately available U.S. Dollars) to the Administrative Agent; provided that the foregoing should not
apply to an extension of credit by a Non-Funding Lender made pursuant to Section 2.3.
A certificate of the Administrative Agent submitted to any Payor with respect
to any amounts owing under this Section shall be conclusive in the absence
of manifest error.


 


Section 3.9 Set-Off; Sharing of Payments. (a) Without
limiting any of the obligations of the Obligors or the rights of any Lender
Party under the Loan Documents, if the Borrower shall fail to pay when due
(whether at stated maturity, by acceleration or otherwise) any amount payable
by it hereunder or under any other Loan Document, then (to the extent not in
violation of Applicable Law) each Lender Party may, without prior notice to the
Obligors (which notice is expressly waived by it to the fullest extent
permitted by Applicable Law), set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final, in any currency, matured or unmatured) at any time held or any other
Debt owing by such Lender Party or any of its Affiliates (in each case,
including any branch or agency thereof) to or for the credit or account of any
Obligor. Each Lender Party shall promptly provide notice of any such set-off by
it to such Obligor, as applicable, and the Administrative Agent; provided that failure by such Lender Party
to provide such notice shall not in any way give such Obligor any cause of
action or right to damages or affect the validity of such set-off and
application.


 


(b) If any Lender Party shall obtain from any Obligor payment of
any principal of or interest on the Loans, or payment of any other amount under
this Agreement or the other Loan Documents through the exercise of any right of
set-off, banker’s lien, counterclaim or similar right or for any other reason
(other than from the Agents as provided herein), and, as a result of such payment,
such Lender Party shall have received a percentage of the principal of or
interest on the Loans or such-other amounts then due under the Loan Documents
in excess of such Lender Party’s share thereof, then it shall promptly notify
the Administrative Agent thereof and purchase from the applicable other Lender
Parties participations in (or, if and to the extent specified by any such other
Lender Party, direct interests in) the Loans or such other amounts,
respectively, owing to such other Lender Parties (or in interest due thereon,
as the case may be) in such amounts, and make such other adjustments from time
to time, as shall be equitable, to the end that all the applicable Lender
Parties shall share the benefit of such excess payment (net of any expenses
that may be incurred by such Lender Party in obtaining or preserving such
excess payment) pro rata in
accordance with the unpaid principal of and/or interest on the Loans or such
other amounts, respectively, owing to each of the Lender Parties under the Loan
Documents. To such end, all such Lender Parties shall make appropriate
adjustments among themselves (by the resale of participations sold or
otherwise) if such payment is rescinded or must otherwise be restored.


 


48

















 


(c) Nothing contained in this Section shall require any
Lender Party to exercise any such right or shall affect the right of any Lender
Party to exercise, and retain the benefits of exercising, any such right with
respect to any other Debt or obligation of the Obligors.


 


ARTICLE IV


YIELD PROTECTION, ETC.


 


Section 4.1 Additional Costs. (a) If the adoption
or effectiveness of any Applicable Law, or any change in any Applicable Law, or
any change in the interpretation, administration or application thereof by any
Governmental Authority charged with the interpretation, administration or
application thereof, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any Governmental Authority (in each case above, at any time on or after the
date hereof), shall impose, modify or deem applicable any reserve (including
any such requirement imposed by the Board of Governors of the U.S. Federal
Reserve System), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (or its Applicable Lending Office) or shall impose upon any Lender
(or its Applicable Lending Office) or the London interbank market any other
condition affecting its obligation to make or maintain its Loan, and the result
of any of the foregoing is to increase the cost to such Lender (or its
Applicable Lending Office) of making or maintaining its Loan, or to reduce the
amount of any sum received or receivable by such Lender (or its Applicable
Lending Office) under this Agreement or under any other Loan Document (other
than Taxes), then the Borrower shall pay to the Administrative Agent for the
account of such Lender such additional amount(s) as will compensate such
Lender (or its Applicable Lending Office) for such increased cost or reduction.


 


(b) If any Lender shall have reasonably determined that the
adoption or effectiveness of any Applicable Law regarding capital adequacy, or
any change therein, or any change in the interpretation, administration or
application thereof by any Governmental Authority charged with the
interpretation, administration or application thereof, or compliance by it (or
its Applicable Lending Office) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any Governmental Authority
(in each case above, at any time on or after the date hereof), has or would
have the effect of reducing the rate of return on capital of such Lender (or
its parent or Applicable Lending Office) as a consequence of such Lender’s
obligations hereunder or its Loan a level below that which such Lender (or its
parent or Applicable Lending Office) could have achieved but for such adoption,
change, request or directive, then upon written demand by such Lender, the
Borrower, from time to time, shall pay to such Lender such additional amount as
will compensate such Lender (or its parent or Applicable Lending Office, as the
case may be) for such reduction.


 


(c) Each Lender shall promptly (and, in any event, within 180 days
of its actual knowledge thereof) notify the Administrative Agent (with a copy
to the Borrower) of any event of which it has knowledge that will entitle such
Lender to compensation pursuant to this Section 4.1 and shall provide the
Administrative Agent (with a copy to the Borrower) with reasonable detail as to
the basis of such Lender’s claim to compensation hereunder and method for
calculating such compensation. Before giving any such notice, a Lender shall
designate a different Applicable Lending Office if such designation: (i) will
avoid the need for, or reduce the amount of, such compensation and (ii) will
not, in the good faith judgment of such Lender,


 


49

















 


be
disadvantageous to such Lender. A notice of any Lender claiming compensation
under this Section 4.1 and providing the information set forth above
within the time set forth above shall be conclusive evidence of its entitlement
to such compensation and shall be binding upon the Borrower in the absence of
manifest error and such amounts shall be payable by the Borrower promptly (and,
in any event, within five (5) Business Days) after receipt of such notice
(or, if such compensation relates to future dates, by no later than the
applicable dates indicated in such notice).


 


Section 4.2 Substitute Basis. If, on or before the
first day of any Interest Period (an “Affected Interest Period”), the
Majority Lenders determine and notify the Administrative Agent that the LIBO
Rate for such Affected Interest Period will not be adequate to cover the cost
to such Lenders of making or maintaining their Loans for such Affected Interest
Period, then: (a) the Administrative Agent (as instructed by the Majority
Lenders) and the Borrower shall negotiate in good faith to determine a mutually
agreeable substitute rate of interest applicable to the affected Loans during
the Affected Interest Period (it being understood that each
affected Lender must consent to such substitute interest rate) and (b) if
no agreement can be so reached by the tenth Business Day of the Affected
Interest Period, then each affected Lender shall determine (and shall certify
from time to time in a certificate delivered by such Lender to the
Administrative Agent setting forth in reasonable detail the basis of the
computation of such amount), which determination shall be made in a
commercially reasonable manner, the substitute rate basis reflecting the cost
to such Lender of funding its Loan for the Affected Interest Period, and such
substitute rate basis (the “Substitute Rate”) shall be binding upon the
Borrower and shall apply in lieu of the LIBO Rate for such Interest Period in
the absence of manifest error and the Loans shall bear interest from the first
day following the expiration of the negotiation period at the Substitute Rate
plus the Applicable Margin.


 


Section 4.3 Illegality. Notwithstanding any other
provision of this Agreement, if the adoption or effectiveness of or any change
in any Applicable Law or in the interpretation, administration or application
thereof by any Governmental Authority (in each case, at any time on or after
the date hereof) shall make it (or be asserted by it to be) unlawful for any
Lender or its Applicable Lending Office to honor its obligation to make or
maintain its Loan hereunder (and, in the reasonable opinion of such Lender, the
designation of a different Applicable Lending Office would either not avoid
such unlawfulness or would be disadvantageous to such Lender), then such Lender
shall promptly notify the Administrative Agent (with a copy to the Borrower),
following which notice: (a) such Lender’s Commitment (if still available)
shall be suspended until such time as such Lender may again make and maintain
its Loan or (b) if such Applicable Law shall so mandate, such Lender’s
Loan shall be prepaid by the Borrower, together with accrued and unpaid
interest thereon and all other amounts payable to such Lender by the Borrower
under the Loan Documents, on or before such date as shall be mandated by such
Applicable Law (such prepayment not being shared as described in Section 3.9(b) with
any Lenders not so affected); provided that
if it is lawful for such Lender to maintain its Loan until the next Payment
Date, then such payment shall be made on such Payment Date. Any such funds so
prepaid may not be reborrowed.


 


Section 4.4 Funding Losses. The Borrower shall pay to
the Administrative Agent for the account of each Lender, upon the request of
such Lender through the Administrative Agent, such amount as shall be
sufficient (in the reasonable opinion of such Lender) to compensate each Lender
for any loss, cost or expense (excluding the loss of any anticipated profits,
but including


 


50






 












 


any
such loss, cost or expense arising from the liquidation or reemployment of
funds obtained by such Lender to fund its Loan, or from fees payable to
terminate the deposits from which such funds were obtained or, in the case of
any failure by the Borrower to borrow any Loan from any Funding Lender, any
loss, cost or expense incurred by a Funding Lender as a result of the unwinding
of any Foreign Exchange Contract entered into pursuant to Section 2.3(b))
that such Lender determines is attributable to:


 


(a) any
optional or mandatory prepayment (including as a result of an acceleration due
to an Event of Default pursuant to Section 9.1) of the Loans made by the
Borrower for any reason on a date other than a Payment Date occurring on a date
that is not the last day of an Interest Period, or


 


(b) the
failure by the Borrower to borrow any Loan from any Funding Lender or
Non-Funding Lender for any reason (including the failure of any of the
conditions precedent specified in Article VI to be satisfied) on the Closing
Date, or


 


(c) any
failure to prepay the Loans (or any portion thereof) in accordance with a
notice of prepayment under Section 3.3 or Section 3.4, as applicable.


 


Each
Lender shall furnish to the Administrative Agent (with a copy to the Borrower)
a notice setting forth the basis and amount of each request by such Lender for
compensation under this Section, which notice shall provide reasonable detail
as to the calculation of such loss, cost or expense, and shall be conclusive
evidence of its entitlement to such compensation and shall be binding upon the
Borrower in the absence of manifest error and such amounts shall be payable by
the Borrower promptly (and, in any event, within five (5) Business Days)
after receipt of such notice (or, if such compensation relates to future dates,
by no later than the applicable dates indicated in such notice).


 


Section 4.5 Taxes.


 


(a) Unless
otherwise required by Applicable Law, all payments on account of the principal
of and interest on the Loans, and fees and all other amounts payable under the
Loan Documents by the Borrower or the Guarantors to or for the account of any
Lender Party, including amounts payable under clauses (b) and (c), shall
be made free and clear of and without reduction or liability for or on account of
any Indemnified Taxes.


 


(b) The
Borrower shall indemnify each Lender Party against, and reimburse each Lender
Party on demand for, any Indemnified Taxes (including any Indemnified Taxes
imposed or asserted on or attributable to amounts payable under this Section 4.5)
paid by such Lender Party and any loss, liability, claim or expense, including
interest, penalties and legal fees arising therefrom or with respect thereto,
whether or not such Indemnified Taxes were correctly or legally asserted; provided, however, that the Borrower shall
not be required to indemnify any such amounts payable to any Lender Party to
the extent attributable to such Lender Party’s failure to comply with the
requirements of clause (e) below. Such indemnification shall be made within
30 days after the date any Lender Party makes demand therefor.


 


(c) If
any Person (including any Obligor) making a payment under the Loan Documents on
behalf of any Obligor or any Agent shall be required by Applicable Law or
otherwise to deduct or withhold any Taxes from any amounts payable to any
Lender Party on,


 


51

















 


under
or in respect of the Loans or Loan Documents, then (i) such Person shall
deduct or withhold and pay such Taxes in accordance with such Applicable Law or
otherwise and (ii) if such Taxes are Indemnified Taxes, a relevant Obligor
shall promptly pay the Administrative Agent (on behalf of the Lender Party
entitled to such amount) such additional amounts as may be required, after the
deduction or withholding of such Indemnified Taxes (including any Indemnified
Taxes on any such additional amounts), to enable such Lender Party to receive
on the due date therefor an amount equal to the full amount stated to be
payable to such Lender Party under the Loan Documents; provided, however, that the Obligors shall
not be required to increase any such amounts payable to any Lender Party to the
extent attributable to such Lender Party’s failure to comply with the
requirements of clause (e) of this Section 4.5 below.


 


(d) Upon
the payment of Indemnified Taxes to any Lender Party required under this Section 4.5,
the Borrower shall furnish to the Administrative Agent, within 30 days after
the date that such payment is made, the original or a certified copy of a
receipt evidencing payment thereof or, if such original or copy of a receipt is
not available from the relevant taxing authority, other documentation of
payment reasonably satisfactory to such Lender Party.


 


(e) Each
Lender Party that is entitled under Applicable Law to an exemption from or
reduction of withholding tax with respect to any payments made by (or on behalf
of) any Obligor pursuant to the Loan Documents agrees (or shall be deemed to
have agreed) to comply with any certification, identification, information,
documentation or other reporting requirement if: (i) such compliance is
required by Applicable Law as a precondition to such exemption or reduction and
(ii) at least thirty (30) days before the first date with respect to which
such Obligor shall apply this paragraph with respect to such requirement, such
Obligor shall have notified the relevant Lender Party that such Lender Party
will be required to comply with such requirement; provided that compliance with any such requirement shall not
apply to the extent that it would require disclosure by any Lender Party of
information that such Lender Party in good faith considers to be confidential
or otherwise materially disadvantageous to disclose, would expose such Lender
Party to any unindemnified cost, risk or expense or be disadvantageous to it.


 


(f) Should
a Lender Party become subject to Indemnified Taxes and not be entitled to
receive additional amounts or to be indemnified because of its failure to
comply with the requirements of paragraph (e) of this Section 4.5,
the Borrower shall take such steps as the Lender Party shall reasonably request
at the expense of the Lender Party to assist the Lender Party to recover such
Indemnified Taxes.


 


(g) If
either Obligor reasonably determines that any Indemnified Taxes as to which it
made a payment of additional amounts to a Lender Party pursuant to clause (c) were
erroneously assessed, then such Obligor may notify such Lender Party of its
determination thereof (along with a detailed description of the reason why such
Obligor believes that such Indemnified Taxes were erroneously assessed) and
request that such Lender Party refund to such Obligor the amount of such
additional amounts. Upon its receipt of any such notice, and if such Lender
Party determines (in good faith) that such Obligor’s determination with respect
to such matter is correct, then such Lender Party shall (at the request and
expense of such Obligor) reasonably cooperate with such Obligor in seeking a
refund from the appropriate Governmental Authority of any such Indemnified
Taxes erroneously assessed by, and paid to, such Governmental Authority.


 


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(h) The
Borrower agrees to pay all present and future stamp, court or documentary taxes
or any other excise or property taxes, charges or similar levies and any
related interest or penalties incidental thereto imposed by any taxing
authority that arise from any payment made by (or on behalf of) any Obligor
under the Loan Documents, from the execution, delivery, enforcement or
registration of the Loan Documents or from any filing, registration or
recording contemplated by the Loan Documents, or otherwise in connection with
the Loan Documents.


 


(i) If
any Lender Party receives any refund which it determines in its reasonable
discretion is attributable to Indemnified Taxes for which the Borrower has paid
any additional amounts or indemnified amounts pursuant to this Section 4.5,
then such Lender Party shall repay such refund with any interest received
thereto, net of all out-of-pocket expenses of such Lender Party; provided, however, that the Borrower
agrees to promptly return such refund or any portion thereof (plus penalties,
interest or other charges) upon notice from such Lender Party that such refund
or any portion thereof is required to be repaid to the relevant Governmental
Authority. No Lender Party shall be obligated to disclose its tax return or any
other information regarding its tax affairs or computations to the Borrower in
connection with this clause (i) or any other provision of this Section 4.5.


 


ARTICLE V 

COLLATERAL


 


Section 5.1 Collateral. The Obligations and the
Guaranteed Obligations shall be secured by a perfected first-priority security
interest in the Collateral.


 


Section 5.2 Release of Collateral. No Collateral other
than the Aracruz Shares shall be released at any time (except as permitted
pursuant to the Security Documents or Section 5.6) until all Obligations
have been paid in full. The Aracruz Shares shall be released on the date on
which all of the following conditions are first satisfied, as evidenced by a
certificate of the Chief Financial Officer of Aracruz Celulose: (i) the
Debt to Adjusted EBITDA Ratio as of the end of each of the then two (2) most
recent Fiscal Quarters is less than 3.5:1.0, (ii) the Borrower has repaid
at least 40% of the principal amount of Loans outstanding on the Closing Date
and (iii) no Default or Event of Default has occurred and is continuing; provided that in no event shall such date
be earlier than three (3) years and six (6) months after the Closing
Date.


 


Section 5.3 Application of Proceeds. The proceeds of
any sale or disposition of all or any part of the Collateral pursuant to the
Security Documents shall be applied as follows:


 


(a) First,  to
the reimbursement of sums expended by and fees owed to any Agent pursuant to
the Security Documents and to the payment of the costs and expenses incurred by
any Agent with respect to such sale or disposition, or any other enforcement
action pursuant to the Security Documents, including any fees, attorney’s fees,
and all other expenses incurred in connection therewith;


 


(b) Second,
to the Administrative Agent to be applied ratably to the payment in
full of other Obligations; and


 


(c) Third,  to,
or at the written direction of, the pledgor or as a court of competent
jurisdiction otherwise directs.


 


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Section 5.4 The Collateral Accounts. The Obligors
shall, on or before the Closing Date, have caused the Collateral Agents to
establish the Export Collateral Account and any Debt Service Reserve Accounts.


 


Section 5.5 Export Arrangements. (a) Not later
than the third (3rd) Business Day
of each Interest Period (or, in the case of the first Interest Period, not
later than five (5) Business Days after the Closing Date) or at any time
during each Interest Period as necessary to ensure that the Specified Coverage
Ratio is satisfied throughout each Interest Period, the Borrower shall deliver
to the Administrative Agent (for distribution to the Lenders) a written list of
all of the Receivables necessary to satisfy the Specified Coverage Ratio for
such Interest Period, including, without limitation, the information with
respect to such Receivables set forth in Schedule 1 to the U.S. Security
Agreement, together with an acknowledgement that such Receivables are then
promptly (and in no event later than five (5) Business Days thereafter) to
be included on Schedule 1 to the U.S. Security Agreement. All of the
Receivables so specified shall constitute Designated Receivables, and the
delivery of such list to the Administrative Agent shall constitute a
representation and warranty by the Borrower that, among other things, all such
Designated Receivables are Eligible Receivables. Upon the written request of
the Administrative Agent (as instructed by the Majority Lenders), the U.S.
Collateral Agent or any Lender, the Borrower shall promptly deliver (i) copies
of the Sales Agreements requested, if any, pertaining to such Designated Receivables,
together with any agreements, documents and instruments executed, by the
Borrower and the Eligible Offtaker party to any such Designated Receivables, (ii) a
copy of a complete and correct set of documents of title requested (including,
without limitation, bills of lading, commercial invoices and sight drafts)
relating to the Products representing such Designated Receivables, including a
Letter of Instruction executed by the Borrower pertaining to each such
Receivable, and (iii) any other evidence they may reasonably request to
demonstrate that such Receivables are Eligible Receivables.


 


(b) Aracruz
Celulose shall at all times sell sufficient Products to the Borrower, and the
Borrower shall at all times sell sufficient Products to Eligible Offtakers, so
that there shall be Designated Receivables that are Eligible Receivables in
sufficient quantities to satisfy the Specified Coverage Ratio throughout each
Interest Period. No Receivable shall qualify as an Eligible Receivable for
purposes of satisfying the Specified Coverage Ratio until the Borrower shall
have delivered one (1) or more Letter(s) of Instructions to the
Eligible Offtaker liable for payment of such Receivable.


 


(c) If
any Event of Default exists, then the Administrative Agent (as instructed by
the Majority Lenders) may, under the Export Finance Agreement, instruct Aracruz
Celulose to promptly deliver Products to the Borrower, and may instruct the
Borrower to promptly deliver Products, to the extent permitted by Applicable
Law, to a buyer designated by the Administrative Agent (as instructed by the
Majority Lenders) in exchange for such buyer’s deposit of the proceeds thereof,
at market prices, into the Export Collateral Account for application in
accordance with the terms hereof, until such time as such Event of Default
shall no longer be continuing or all of the Loans and other amounts payable to
the Lender Parties under the Loan Documents shall have been paid in full.
Neither the Borrower nor Aracruz Celulose shall enter into any amendment or modification
of, or grant any waiver under, the Export Finance Agreement, nor any other
Export Arrangement to the extent (i) any such amendment, modification or
waiver to such other Export Arrangement is adverse to any Lender Party or (ii) such
Export Arrangement is then required to satisfy the Specified Coverage Ratio.


 


54

















 


(d) With
respect to each Designated Receivable, the Borrower shall deliver one (1) or
more Letter(s) of Instructions to each Eligible Offtaker liable for
payment of such Designated Receivable and shall use its commercially reasonable
efforts to cause to be collected from each Eligible Offtaker, when due, for
deposit in the Export Collateral Account, all amounts owing under such
Designated Receivable. The Borrower hereby agrees that, with respect to any
Letter of Instruction so delivered in connection with a Designated Receivable,
it will not amend, modify, terminate or otherwise alter the instructions to
make payment to the Export Collateral Account included in such Letter of
Instruction without the prior written consent of the U.S. Collateral Agent. To
the extent that the Borrower or any Agent (as instructed in writing by the
Majority Lenders) or, in the case of any Collateral Agent, the Administrative
Agent, shall at any time reasonably determine that delivery of a Letter of
Instruction as set forth above is not sufficient to require the customers in
any applicable jurisdiction to make payment of their Designated Receivables to
the Export Collateral Account, any Agent (as instructed in writing by the
Majority Lenders) or, in the case of any Collateral Agent, the Administrative
Agent, may require that such customers acknowledge the Letters of Instruction
or that other actions be taken to ensure that such customer(s) are so
required and the collections on such Designated Receivables shall then not be
considered “Tested Collections” nor shall such Designated Receivables be used
to satisfy the Specified Coverage Ratio until the requesting Agent (as
instructed in writing by the Majority Lenders) or, in the case of any
Collateral Agent, the Administrative Agent, has confirmed to the Borrower (and
the other Agents) that such requirement has been satisfied to its satisfaction.
As of the date hereof, the Borrower hereby confirms that delivery of the
Letters of Instruction pursuant to this Agreement alone is sufficient to create
such a requirement pursuant to the Applicable Laws of the United States of
America and Hungary.


 


(e) The
Borrower and Aracruz Celulose shall ensure that each of the Sales Agreements
and Export Arrangements to which it is a party and that is then being used to
satisfy the Specified Coverage Ratio is in proper legal form under its
governing law to ensure that it constitutes a legal, valid and binding
obligation of each of the parties thereto under such law enforceable in
accordance with its terms and there are no terms therein restricting or
requiring the consent of the Eligible Offtaker to the assignment or transfer
of, or the creation, attachment, perfection or enforcement of a security
interest in the rights to payment thereunder. Each of the Borrower and Aracruz
Celulose shall require that the purchase price of all Designated Receivables
shall be payable solely in U.S. Dollars.


 


(f) If
any funds are received by the Borrower or Aracruz Celulose from time to time in
respect of Designated Receivables designated by the Borrower to satisfy the
Specified Coverage Ratio, then the Borrower or Aracruz Celulose shall promptly
(and, in any event, within four (4) Business Days) after its receipt
thereof cause such funds or funds in an equal amount to be paid to the Export
Collateral Account (and until so remitted, such funds shall be held in trust by
such Person for the benefit of the U.S. Collateral Agent). The Borrower or
Aracruz Celulose shall promptly (and, in any event, by no later than the third
Business Day after any such remittance): (i) notify the Administrative
Agent of each such remittance by it (or on its behalf) into the Export Collateral
Account (specifying the amount and date thereof and the Designated Sales
Agreement with respect to which it received such funds in respect of Designated
Receivables) and (ii) deliver to the Administrative Agent evidence that it
has sent a notice to the applicable customer that all future payments of
Designated Receivables are to be deposited into the Export Collateral Account.
Copies of the documents delivered to the


 


55

















 


Administrative
Agent under clauses (i) and (ii) shall also be delivered to the U.S.
Collateral Agent. Notwithstanding the foregoing, in no event shall the
operation of this clause (f) operate as a waiver of the obligation
specified in Section 5.6(c).


 


(g) If
the Majority Lenders at any time shall reasonably determine that the ability of
any Eligible Offtaker listed on Schedule 2 to pay its Designated Receivables to
the Export Collateral Account or any other Eligible Offtaker otherwise
previously approved by the Majority Lenders has been materially adversely
affected following the date of this Agreement or the date such Eligible
Offtaker is included on Schedule 2 or approved by the Majority Lenders, as the
case may be, then the Majority Lenders or any Agent (acting with Majority
Lender consent) may deliver a notice of such determination to the Borrower.
Upon receipt of such notice by the Borrower, such Eligible Offtaker shall no
longer be deemed to be an Eligible Offtaker, unless the Designated Receivables
of such Eligible Offtaker are otherwise covered by a Credit Insurance Policy or
an Acceptable Letter of Credit or such Eligible Offtaker makes payment on a
cash-against-documents or on a pre-shipment basis.


 


(h) Notwithstanding
anything herein to the contrary, the Borrower shall be permitted to deposit
amounts in cash in the Export Collateral Account during any Interest Period.


 


(i) If
no Default or Event of Default exists and is continuing, then the U.S.
Collateral Agent shall, at the written direction of the Borrower from time to
time (including by facsimile or electronic communication), cause the funds in
the Export Collateral Account to be invested or reinvested in one (1) or
more Permitted Investments selected by the Borrower; provided that in no event shall the U.S. Collateral Agent: (i) have
any responsibility whatsoever as to the validity or quality of any Permitted
Investment, (ii) be liable for the selection of Permitted Investments or
for investment losses incurred thereon or in respect of losses incurred as a
result of the liquidation of any Permitted Investment before its stated
maturity or the failure of the Borrower to provide timely written investment
direction or (iii) have any obligation to invest or reinvest any such
amounts in the absence of such investment direction. It is acknowledged and
agreed that the Borrower is permitted to instruct the U.S. Collateral Agent
only to (x) invest in Permitted Investments as described in this Section 5.5(i) and
only to (y) request, in writing only, the U.S. Collateral Agent to
determine the balance in the Export Collateral Account pursuant to Section 5.6(a),
and for no other purposes. Notwithstanding anything else in the Loan Documents
to the contrary, in no event shall any such Permitted Investment (other than an
investment in a mutual fund) mature later than the New York Business Day before
the next Payment Date to the extent such funds are needed in order to make
payments due on the next Payment Date (and investments in mutual funds shall,
except to the extent that there is no need to use funds therein in order to
make payments due on the next Payment Date pursuant to Section 5.6(a)(iii),
be liquidated by the U.S. Collateral Agent on such previous New York Business
Day); provided that any such
investments made during the existence of a Default other than an Event of
Default shall either mature by no later than the last day of the shortest cure
period for all such existing Defaults or be Permitted Investments that are
investments in mutual funds.


 


Section 5.6 Releases from the Export Collateral Account.
Subject to the provisions of this Section 5.6, the U.S. Collateral Agent
shall apply the collected credit balance of the Export Collateral Account in
accordance with the written direction of the Administrative Agent.


 


56

















 


(a) On
the first Business Day of any Interest Period, and thereafter on a weekly
basis, or at any other time upon the written request of the Borrower or the
Administrative Agent on any Business Day on which the U.S. Collateral Agent is
open, the U.S. Collateral Agent shall determine the balance in the Export
Collateral Account (such sum, the “Export Collateral Account Balance”),
and notify the Borrower and the Administrative Agent of such Export Collateral
Account Balance, together with details of any deposits made since the date of
the last such notice sent to the Borrower. If the Export Collateral Account
Balance exceeds the Export Collateral Account Release Amount, and if no Default
or Event of Default then exists or would result therefrom, then, upon written
request of the Borrower, the Administrative Agent shall direct the U.S.
Collateral Agent in writing to (by no later than two (2) Business Days
following the receipt of such written request) instruct the Export Collateral
Account intermediary to release from the Export Collateral Account and remit to
the Borrower an amount not greater than the difference between the Export
Collateral Account Balance and the Export Collateral Account Release Amount.
Notwithstanding the above, the Administrative Agent may, upon written request
of the Borrower, at any time during each Interest Period, notify the U.S.
Collateral Agent to retain in the Export Collateral Account all or any portion
of such amounts (all such amounts so retained being the “Carry-over Amounts”)
for application to the payment of the Debt Service Amount for the next Payment
Date.


 


(b) Without
limiting the obligations of the Borrower hereunder and under the other Loan
Documents, on each Payment Date (or earlier to the extent necessary to pay any
portion of the Debt Service Amount payable before such Payment Date) the U.S.
Collateral Agent is irrevocably authorized and directed to instruct the Export
Collateral Account intermediary to debit the Export Collateral Account in accordance
with the U.S. Account Control Agreement and deliver such funds to (or at the
written instruction of) the Administrative Agent for application to the payment
of the Debt Service Amount for such Payment Date (or such portion on such
earlier date) pursuant to Section 3.5. All such amounts shall be applied
by the Administrative Agent (in each case on a pro
rata basis to the recipients thereof based upon the amounts then
owed to them) in accordance with Section 5.3.


 


(c) If
as of the close of the U.S. Collateral Agent’s business on the tenth (10th) Business Day before any
Payment Date the Administrative Agent notifies the U.S. Collateral Agent that
the credit balance of the Export Collateral Account is less than the Debt
Service Amount for such Payment Date, then the U.S. Collateral Agent shall so
notify the Obligors and the Obligors shall (by no later than the third (3rd) Business Day before such
Payment Date) pay or cause to be paid to the Export Collateral Account an
amount in U.S. Dollars in immediately available funds at least equal to such
shortfall.


 


(d) At
any time that a Default exists, the amounts credited to the Export Collateral
Account shall not be released to the Borrower but shall be retained in the
Export Collateral Account in each case for so long as any Default exists (or
until applied in accordance with clause (b) above or Section 5.7),
all upon the written instructions of the Administrative Agent.


 


Section 5.7 Remedies During Events of Default. While
an Event of Default exists:


 


(a) upon
written instructions from the Administrative Agent (acting at the direction of
the Majority Lenders), the U.S. Collateral Agent shall apply or direct the
application of any cash balance then on deposit in the Export Collateral
Account, to the payment of any of the


 


57

















 


obligations
of the Obligors under the Loan Documents then due and unpaid (including any
amounts accelerated pursuant to Section 9.1), all as set forth in the
written instructions from the Administrative Agent (acting at the direction of
the Majority Lenders) in accordance with Section 5.3, and


 


(b) the
U.S. Collateral Agent shall, upon the written instructions of the
Administrative Agent (acting at the direction of the Majority Lenders),
liquidate any Permitted Investments made with funds from the Export Collateral
Account and apply or cause to be applied the proceeds thereof in the manner
described in clause (a) above.


 


Section 5.8 Certain Rights and Duties of the Collateral
Agents. (a) Without prejudice to Section 5.6 and Section 5.8(b),
the Collateral Agents shall take such steps as may be instructed in writing by
the Administrative Agent (acting at the direction of the Majority Lenders) from
time to time with respect to the Collateral; provided
that neither Collateral Agent shall be required to take any action
that it reasonably considers to be contrary to Applicable Law or the Loan
Documents to which it is a party or that it believes would subject it to
personal liability.


 


(b) Neither
Collateral Agent shall be liable for any action taken or omitted by it with
respect to the Collateral on the written instructions of the Administrative
Agent, except if such action was taken or omitted as a result of such
Collateral Agent’s own gross negligence or willful misconduct. The Collateral
Agents shall follow the written requests, instructions and directions of the
Administrative Agent or the Borrower, and shall disregard any request,
instruction or direction from any other Person. In the event either Collateral
Agent receives any request, instruction or direction from any Person other than
the Administrative Agent which conflicts with a written request, instruction or
direction from the Administrative Agent, such Collateral Agent shall proceed in
accordance with the written request, instruction or direction from the
Administrative Agent, and such Collateral Agent shall not have any duty or
responsibility to ascertain whether any such instructions are consistent with
this Agreement or the other Loan Documents. Each Collateral Agent may
conclusively rely and shall be fully protected in acting or refraining from
acting upon any document that it believes to be genuine and to have been signed
or presented by or on behalf of the proper party. Without limiting any other
provision of this Agreement, none of the Agents shall have any responsibility
or liability with respect to the perfection or priority of any security
interest created by this Agreement, the U.S. Security Agreement or any other
Loan Document. None of the Agents makes any representation or warranty as to
the value or condition of the Collateral, or any part thereof, as to the title
of any Obligor or any other Person thereto or as to the validity, execution,
enforceability, legality or sufficiency of this Agreement, or the other Loan
Documents, and none of the Agents shall incur any liability or responsibility
in respect of any such matters.


 


ARTICLE VI 

CONDITIONS PRECEDENT


 


Section 6.1 Conditions Precedent. The occurrence of
the Closing Date is subject to the satisfaction of each of the following
conditions precedent, and the receipt by the Administrative Agent and, in the
case of paragraph (f) the Collateral Agents, of the following documents,
each in form and substance satisfactory to each Lender (who shall so confirm on
or before the Closing Date):


 


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(a)       Export Prepayment
Agreement and Secured Loan. This Agreement shall have been duly executed
and delivered by the parties hereto.


 


(b)      Notes. Each Lender
shall have received its Note, duly executed by the parties thereto.


 


(c)       Fee Letters. The
Fee Letters, duly executed and delivered by the parties thereto.


 


(d)      Export Collateral
Account and Debt Service Reserve Accounts. Evidence of the establishment of
the Export Collateral Account and of the Debt Service Reserve Accounts.


 


(e)       Corporate Documents.
Certified copies of (a) the articles of incorporation and (b) the estatuto sociais, contrato sociais, by-laws
or other similar documents of each Obligor, and of documents (including, if
necessary, appropriate resolutions of the Board of Directors or similar body of
each Obligor, and, if necessary, shareholder or similar approval) evidencing
the due authorization by it of the performance of the Loan Documents to which
it is a party.


 


(f)       Incumbency
Certificate. A certificate of each Obligor as to the authority, incumbency
and specimen signatures of the individuals who have executed the Loan Documents
and other documents contemplated hereby on behalf of such Obligor.


 


(g)      Opinions of Counsel.


 


(i)         an opinion, dated the Closing Date, of Wald Associados
Advogados, special Brazilian counsel to the Obligors;


 


(ii)        an opinion, dated the Closing Date, of White & Case
LLP, special Hungarian counsel to the Obligors;


 


(iii)       an opinion, dated the Closing Date, of White & Case
LLP, special U.S. counsel to the Obligors;


 


(iv)       an opinion, dated the Closing Date, of Machado, Meyer, Sendacz
e Opice Advogados, special Brazilian counsel to the Lenders;


 


(v)        an opinion, dated the Closing Date, of Gárdos, Füredi,
Mosonyi, Tomori, special Hungarian counsel to the Lenders; and


 


(vi)       an opinion, dated the Closing Date, of Cleary Gottlieb Steen &
Hamilton LLP, special U.S. counsel to the Lenders.


 


(h)      Process Agent
Acceptance. A letter from the Process Agent indicating its consent to its
appointment as process agent for each Obligor and accepting its appointment as
process agent for each Obligor in connection with the transactions contemplated
by the Loan Documents (other than the Credit Insurance Policy and the Letters
of Instruction) to which it is a party.


 


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(i)        Fees. Evidence
of payment of the fees and expenses then due and payable under Section 2.5
and Section 12.4; provided that
the applicable invoices under Section 12.4 are delivered to the Borrower
at least two (2) Business Days prior to the date hereof.


 


(j)        Advisor Fees.
Evidence of payment of the fees and expenses then due and payable under each of
the Advisor Fee Letters; provided that
the applicable invoices are delivered to Aracruz Celulose at least two (2) Business
Days prior to the Closing Date.


 


(k)       Past Due Interest and
Interest on Lender Bilateral Debt. (i) Evidence of payment of all
interest on each Terminated Derivative Obligation accrued from (A) with
respect to the U.S. Dollar-denominated Terminated Derivative Obligations, May 1,
2009 and (B) with respect to Real-Denominated Obligations, May 4,
2009, in each case until the Closing Date (in amounts calculated pursuant to the
formula set forth on Schedule 11) and (ii) evidence of payment of all
accrued and unpaid interest on Lender Bilateral Debt until the Closing Date.


 


(l)        Regulatory
Information. All documentation and other information required by bank
regulatory authorities under applicable “know your customer” and anti-money
laundering laws, rules and regulations, including, without limitation,
Anti-Terrorism Laws.


 


(m)      Security Documents.
Each of the Security Documents, duly authorized, executed and delivered by the
parties thereto, together with evidence of the taking of all such other action
as may be required, in the opinion of counsel, under the laws of Brazil, the
United States and Hungary to perfect the Liens created by the Security
Documents as first priority Liens, including:


 


(i)         completed requests for information, dated on or before the
Closing Date, listing all effective UCC financing statements or other
appropriate documents filed or recorded in the jurisdictions referred to above
that name any Obligor as debtor, together with copies of such financing
statements or other documents;


 


(ii)        evidence of the completion of all other recordings and
filings in the jurisdictions referred to above or with respect to each of the
Security Documents required by Applicable Law in order to perfect and protect
the Liens created thereunder;


 


(iii)       evidence of the release by BNDES of its first priority
mortgage on the Barra do Riacho Plants in exchange for a mortgage on the plants
and land owned by Aracruz Celulose as of the date of this Agreement located in
the city of Guaíba, State of Rio Grande do Sul, Brazil (the “BNDES Release”);
and


 


(iv)       evidence that all other actions that any Lender may deem
reasonably necessary or desirable in order to perfect and protect the first
priority Liens and security interests created in the jurisdictions referred to
above under each of the Security Documents has been taken.


 


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(n) Export
Finance Agreement. The Export Finance Agreement, duly authorized, executed
and delivered by the parties thereto.


 


(o) Brazilian
Guarantee. The Brazilian Guarantee, duly authorized, executed and delivered
by the parties thereto.


 


(p) Alicia
Lease. The duly authorized and executed lease agreement between Alicia and
Aracruz Celulose delivered to the Administrative Agent and the Lenders
providing for the lease by Aracruz Celulose of the Barra do Riacho Plants,
which lease shall be in the Portuguese language and in form and substance
reasonably satisfactory to the Lenders and, by its terms, shall be terminable
by the Administrative Agent (acting at the direction of the Majority Lenders)
upon the occurrence and during the continuation of an Event of Default under Section 9.1(a) or
an Acceleration Event without any cost or penalty (such agreement, the “Alicia
Lease).


 


(q) Appraisals
of Barra do Riacho Collateral. The Administrative Agent shall have received
an appraisal in respect of the Barra do Riacho Collateral from Pöyry dated as
of October 27, 2008, in the Portuguese language, which was prepared at the
sole cost of Aracruz Celulose.


 


(r) Notice
of Borrowing. The Administrative Agent shall have received the Notice of
Borrowing duly executed by the Borrower no later than 11:00 a.m. New York
City time on the date that is three (3) New York Business Days prior to
the Closing Date.


 


(s) Approvals.
Except as set forth in Section 7.4, the Administrative Agent and the
Lenders shall have received copies of all licenses, consents, authorizations
and approvals of, and notices to and filings, and registrations with, any
Governmental Authority (other than the Central Bank to the extent such
approvals are permitted hereunder to be delivered after the Closing Date), and
of all third-party consents and approvals, if any, required in connection with
the making, execution, delivery and performance by each Obligor of the Loan
Documents to which it is a party.


 


(t) Representations
and Warranties. All representations and warranties made by any Obligor in
any Loan Document shall be true and correct on and as of the Closing Date.


 


(u) Default.
No Default or Event of Default shall exist or would result therefrom.


 


(v) Certificate.
A certificate signed by the Chief Financial Officer of Aracruz Celulose, on
behalf of Aracruz Celulose and each other Obligor and dated as the Closing
Date, to the effect that, both before and after giving effect to such
Borrowing: (i) all representations and warranties made by Aracruz Celulose
and by any other Obligor, contained in each of the Loan Documents are true and
correct in all material respects on and as of such date (it being understood
that any representation or warranty which by its terms is made as of a specific
date shall be required to be true and correct only as of such specified date), (ii) Aracruz
Celulose and each other Obligor are in compliance with all of their respective
covenants and agreements contained in any Loan Document, (iii) no Default
or Event of Default exists and (iv) the documents delivered in connection
with


 


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Section 6.1(s) represent
all necessary licenses, consents, authorizations and approvals of, and notices
to and filings and registrations with, any Governmental Authority (other than
the Central Bank) required in connection with its or the other Obligors’
performance of their respective obligations under this Agreement.


 


(w) Legal Matters. No Applicable Law
shall, in the reasonable judgment of any Lender, restrain, prevent or impose
materially adverse conditions upon the transactions contemplated hereby and
under the Loan Documents (including the Export Arrangements) and all corporate
and other proceedings, and all documents and other legal matters in connection with
the transactions contemplated hereby and under the Loan Documents (including
the Export Arrangements), shall be satisfactory in form and substance to each
Lender.


 


(x) No Material
Adverse Change. Since December 31, 2008, no event or circumstance has
occurred that has had, or could reasonably be expected to have, a Material
Adverse Effect.


 


(y) Other Bilateral
Debt. The restructuring or Refinancing, if any, of Other Bilateral Debt,
shall have been performed in compliance with the Other Bilateral Debt Restructuring
Conditions and Aracruz Celulose shall have provided a certificate signed by the
Chief Financial Officer of Aracruz Celulose to such effect.


 


(z) Instruction
Letters and Foreign Exchange Contracts. Each Funding Lender shall have
received (i) any and all documentation necessary for such Funding Lender
or its Affiliates, as the case may be, to open an Aracruz Trading Funding
Account and an Aracruz Celulose On-Shore Account, (ii) an Aracruz Trading
Payment Order and Aracruz Celulose Instruction Letter, in each case in form and
substance acceptable to such Funding Lender in its sole discretion and (iii) an
executed Foreign Exchange Contract in form and substance acceptable to such
Funding Lender in its sole discretion.


 


(aa) No Litigation. No litigation,
action, suit, investigation, claim or proceeding shall be pending or, to the
knowledge of any Obligor, threatened with respect to this Agreement or any
other Loan Document, or the transactions contemplated hereby, or which could
reasonably be expected to have a Material Adverse Effect.


 


(bb) Credit Insurance Policy. A copy of
the Credit Insurance Policy, executed by the parties thereto.


 


(cc) Other. Such other documents and
other conditions as any Lender may reasonably request in connection with this
Agreement and the other Loan Documents.


 


Section 6.2 Satisfaction
of Conditions Precedent. All of the certificates, legal opinions and other
documents and papers referred to in this Article VI, unless otherwise
specified, shall be delivered to the Administrative Agent for the account of
each of the Lenders and, except for the Notes, in sufficient counterparts for
each of the Lenders.


 


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ARTICLE VII 

REPRESENTATIONS AND WARRANTIES


 


In
order to induce the Lenders to enter into this Agreement and make the Loans
hereunder, each of the Obligors makes the following representations and
warranties as set forth in relation to it, all of which shall survive the
execution and delivery of this Agreement and the Notes, to the Lender Parties
on the Effective Date and on the Closing Date, provided that any representation
or warranty that by its terms is made as of a specified date shall be required
to be true and correct only as of such specified date:


 


Section 7.1 Existence,
Power and Authority. Each of the Obligors: (i) is a corporation or a
limited liability company, as the case may be, duly organized, validly existing
and, to the extent applicable under the laws of its jurisdiction of
organization, in good standing under the laws of such jurisdiction of
organization, (ii) has all requisite corporate power, and has all material
Governmental Approvals, necessary to own or lease its Properties and assets and
carry on its business as now being or as proposed to be conducted and to do all
things necessary or appropriate in respect of its business, except where
failure to have such Governmental Approvals (in the aggregate) is not
reasonably likely to have a Material Adverse Effect, (iii) is duly
qualified and is authorized to do business and is in good standing in all
jurisdictions in which the ownership, leasing or operation of its property or
the nature of the business conducted by it makes such qualification necessary,
except where failure to so qualify (in the aggregate) is not reasonably likely
to have a Material Adverse Effect and (iv) has full power, authority and
legal right to make, execute, deliver and perform its obligations under each of
the Loan Documents, to which it is a party and has taken all corporate or other
action necessary to authorize the making, execution, delivery and performance
by it of each such Loan Document as has been executed and delivered as of each
date this representation and warranty is made.


 


Section 7.2 Subsidiaries.


 


(a) Set
forth on Part (a) of Schedule 12 hereto is a complete and accurate
list of all Subsidiaries of each Obligor, showing as of the Effective Date (as
to each Obligor and to each such Subsidiary) the jurisdiction of its
incorporation, the number of shares, membership interests or partnership
interests (as applicable) of each class of its Capital Stock authorized, and
the number outstanding, on the date hereof and the percentage of each such
class of its Capital Stock owned (directly or indirectly) by such Obligor and
the number of shares covered by all outstanding options, warrants, rights of
conversion or purchase and similar rights at the date hereof. All of the
outstanding Capital Stock in each Obligor’s Subsidiaries have been validly
issued, are fully paid and non-assessable and are owned by such Obligor or one
or more of its Subsidiaries free and clear of all Liens, except those created
hereunder or under the Security Documents.


 


(b) No
Obligor has any Capital Stock of any other corporation or entity other than
those specifically disclosed in Part (b) of Schedule 12.


 


(c) The
ownership interest in each of the Subsidiaries of each Obligor represents a
direct or indirect controlling interest by such Obligor for purposes of
directing or causing the direction of the management and policies of such
Subsidiary.


 


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(d) Alicia
has no Debt other than Debt arising under the Loan Documents.


 


(e) The
aggregate revenues or assets of the direct or indirect Subsidiaries of Aracruz
Celulose that are not Material Subsidiaries do not exceed any threshold under
the definition of “Material Subsidiary” that, if exceeded, would render such
Subsidiaries a “Material Subsidiary” if such Subsidiaries were treated as a
single Subsidiary. Each of the Subsidiaries of Aracruz Celulose (other than
Portocel), the absence of which would have a material adverse effect on the
business of the Aracruz Parties taken as a whole, is an Initial Guarantor.


 


Section 7.3 Due
Authorization, Etc. The execution, delivery and performance by each
Obligor of the Loan Documents and Export Arrangements to which it is or is to
be a party have been duly authorized by all necessary corporate action
(including any necessary shareholder action), and do not: (i) contravene
its Organizational Documents, (ii) violate any Applicable Law, judgment,
award, injunction or similar legal restriction in effect or (iii) conflict
with or result in the breach of, or constitute a default or require any payment
to be made under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument or other contractual restriction binding upon
or affecting it, any of its Subsidiaries or controlling shareholders, or any of
its or their respective Properties, or (except pursuant to the Loan Documents)
result in the creation of any Lien on any of its or their Properties. No
Obligor nor any of its Subsidiaries is in violation of any such Applicable Law,
judgment, award, injunction (except to the extent that any such violation is
not reasonably likely to have a Material Adverse Effect) or in breach of any
such contract, loan agreement, indenture, mortgage, deed of trust, lease or
other instrument. No provision of any Applicable Law imposes material adverse
conditions upon the Loan Documents, the Export Arrangements or any of the
Obligors’ obligations thereunder.


 


Section 7.4 No
Additional Authorization Required. Except for: (a) those Brazilian
Governmental Approvals and documents required to be obtained in connection with
the shipping of Products by Aracruz Celulose to the Borrower from Brazil under
the Export Finance Agreement, which the Obligors have no reason to believe
would not be obtained in due course and time; (b) the registration of the
Restated ROFs with the Central Bank and the registration of the schedules of
payment within the Restated ROFs with the Central Bank that will enable Aracruz
Celulose to make remittances from Brazil with respect to the Export Finance
Agreement between the Borrower and Aracruz Celulose (the “Schedules of Payment”),
(c) any further authorization from, notice to or registration with, the
Central Bank that will enable Aracruz Celulose to make payments under the
Export Finance Agreement between the Borrower and Aracruz Celulose (i) that
are not specifically covered by the Restated ROFs, and the respective Schedules
of Payment, or (ii) on a date which is after the 120th day from the
original, scheduled principal repayment date of such payment, (d) the
filing of a UCC financing statement with the Recorder of Deeds in the District
of Columbia naming the Borrower as debtor and the U.S. Collateral Agent as
secured party, (e) the filing of a UCC financing statement with the
Recorder of Deeds in the District of Columbia naming Aracruz Celulose as debtor
and the U.S. Collateral Agent as secured party, (f) the filing of the
Barra do Riacho Security Documents with the competent Real Estate Registries,
as well as the filing of a Portuguese sworn translation of this Agreement, the
U.S. Security Agreement and each other Brazilian Security Document with the
competent Brazilian Registry of Deeds and Documents, (g) the registration
of the pledges created under the Aracruz Share Pledge Agreement and the Alicia
Share Pledge Agreement in the relevant Share Registry Book of each of Aracruz
and Alicia and (h) the consummation of the


 


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BNDES
Release, all Governmental Approvals and other actions by, and all notices to
and filings and registrations with, any Governmental Authority, and all third-party
approvals required for (x) the due execution, delivery and performance by
each of the Obligors of the Loan Documents and the Export Arrangements to which
it is a party, (y) the legality, validity or enforceability of the Loan
Documents and the Export Arrangements and (z) the perfection or
maintenance of the Liens created under the Security Documents (including the
first priority nature thereof) and the exercise by any Agent or any Lender
Party of its rights under the Loan Documents or the remedies in respect of the
Collateral pursuant to the Security Documents, have been obtained and are in
full force and effect and true copies thereof have been provided to the
Administrative Agent.


 


Section 7.5 Legal
Effect. This Agreement and each other Loan Document to which it is a party
have been duly executed and delivered by each Obligor, and are legal, valid and
binding obligations of such Obligor, enforceable against such Obligor, in
accordance with their terms, in each case, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial,
falência or other similar laws relating to or affecting the
enforcement of creditors’ rights generally and as may be limited by equitable
principles of general applicability.


 


Section 7.6 Financial
Statements.


 


(a) Each
of Aracruz Celulose and the Borrower has furnished to the Lender Parties its
audited consolidated balance sheet as of December 31, 2008, and the
related statements of income, stockholders’ equity and changes in financial
position for the fiscal year ending on that date, in each case reported on by
Deloitte. Such financial statements are complete and correct and present
fairly, in all material respects, the financial position of such Person and its
consolidated Subsidiaries as at such date and their results of operations and
changes in financial position for such periods, all in accordance with GAAP.


 


(b) None
of Aracruz Celulose nor any of its consolidated Subsidiaries has any material
contingent liabilities unusual forward or long-term commitments or unrealized
losses, except as disclosed in the financial statements referred to in
paragraph (a) above or the notes thereto; and


 


(c) Since
December 31, 2008, no event or circumstance has occurred that has had, or
could reasonably be expected to have, a Material Adverse Effect.


 


Section 7.7 Ranking;
Priority. The obligations of each Obligor under the Loan Documents and the
Export Arrangements to which it is a party constitute, and will at all times
constitute, direct and unconditional general obligations of such Obligor and
rank and will at all times rank at least pari
passu in right of payment with all other present and future
unsubordinated Debt of such Obligor; it
being understood that such other Debt (other than in the case of
Alicia, which may not incur any Debt) may be secured by Liens as permitted by Section 8.6
(and, as such, may have a prior claim to the Properties subject to such Liens)
but no other Debt or other obligations shall benefit from Liens on the Rights
or, except as expressly permitted herein, the Collateral.


 


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Section 7.8 No
Actions or Proceedings. There is no litigation, action, suit,
investigation, claim, arbitration or other proceeding pending or, to the
knowledge of each Obligor, threatened against such Obligor or any of its
Subsidiaries by or before any Governmental Authority or arbitrator that: (i) in
the aggregate, has had or, if adversely determined, could reasonably be
expected to have a Material Adverse Effect or (ii) purports to affect the
legality, validity, binding effect or enforceability of any of the Loan
Documents or the transactions contemplated hereby.


 


Section 7.9 Commercial
Activity; Absence of Immunity. Each of the Obligors is subject to civil and
commercial law with respect to its obligations under the Loan Documents to
which it is a party, and the making and performance by it of such Loan
Documents constitute private and commercial acts rather than public or
governmental acts. None of the Obligors nor any of their respective Properties
is entitled to immunity on the grounds of sovereignty or otherwise from the
jurisdiction of any court or from any action, suit, set-off or proceeding, or
service of process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) in connection
therewith, arising under the Loan Documents.


 


Section 7.10 Existing
Debt.


 


(a) Set
forth on Schedules 3(a), 3(b) and 3(c) hereto is a complete and
accurate list of all Terminated Derivative Obligations, Lender Bilateral Debt
and Other Bilateral Debt (other than Working Capital Debt), respectively.


 


(b) Set
forth on Schedule 3(d) hereto is a complete and accurate list of all
Intercompany Debt, specifying the parties thereto and outstanding principal
amounts and pricing terms thereof.


 


(c) Aracruz
Celulose’s Working Capital Debt does not on a consolidated basis, exceed the
Working Capital Cap (or its equivalent).


 


Section 7.11 Taxes.
Each of the Obligors has filed all material tax returns required to be filed by
it (taking into account any applicable extensions) and has paid all Taxes shown
to be due thereon and payable except such as are being contested in good faith
by appropriate proceedings or would not reasonably be expected to have a
Material Adverse Effect.


 


Section 7.12 Legal
Form. (a) Each of the Loan Documents is (or upon its coming into
existence will be) in proper legal form under its governing law for the enforcement
thereof in accordance with their respective terms against the Obligors thereto;
provided that, for the
admissibility in evidence of any Loan Document before Brazilian courts: (i) the
signatures of the parties signing such document outside Brazil must be
notarized by a notary public qualified as such under the laws of the place of
signing and the signature of such notary public must be authenticated by a
Brazilian consular officer at the competent Brazilian consulate; and (ii) each
of the Loan Documents executed in English must be translated into Portuguese by
a sworn translator and filed with the competent Brazilian Registry of Deeds and
Documents; provided further that,
for the admissibility in evidence of any Loan Document before Hungarian courts:
(x) the signatures of the parties signing such document outside Hungary
must be notarized by a notary public qualified as such under the laws of the
place of signing and the signature of such


 


66

















 


notary
public must be authenticated by a Hungarian consular officer at the competent
Hungarian consulate; and (y) such document must be translated into
Hungarian by a sworn translator. Subject to the preceding sentence, all
formalities required in Hungary and/or Brazil for the validity and
enforceability (including any necessary registration, recording or filing with
any court or other Governmental Authority) of each Loan Document have been
accomplished, and no Taxes are required to be paid for the validity and enforceability
thereof except, in the case of enforcing any Loan Document in Brazil or
Hungary, as the case may be, the litigating party (plaintiff) will have to post
security or a performance bond to secure the costs of the proceeding and the
fees of the opposite party’s (defendant) lawyer as required by Article 835
of the Brazilian Civil Procedure Code or as required by Articles 89-92 of the
Hungarian Civil Procedure Code, as the case may be.


 


(b) It
is not necessary in order for any Lender Party to enforce any rights or
remedies under the Loan Documents or solely by reason of the execution,
delivery and performance by the Obligors of the Loan Documents, that any Lender
Party be licensed or qualified with any Brazilian or Hungarian Governmental
Authority or be entitled to carry on business in any jurisdiction.


 


(c) Any
certificate signed by any officer of any Obligor and delivered to the
Administrative Agent (or its counsel) in connection with the Loans and this
Agreement shall be deemed a representation and warranty by such Obligor, as to
matters covered thereby, to each Lender Party.


 


Section 7.13 Full
Disclosure. The information, reports, financial statements, certificates,
exhibits and schedules furnished from time to time in writing by (or on behalf
of) any Obligor to any Agent or any Lender in connection with the Loan
Documents or delivered hereunder or pursuant thereto do not and will not
contain any material misstatement of fact or, taken as a whole, omit to state
any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading on the date as of
which such information is stated or certified, provided
that, with respect to any projected financial information or
appraisals that were prepared by or on behalf of any Aracruz Party in
connection with the transactions contemplated herein and delivered by an
Aracruz Party to the Administrative Agent and the Lenders prior to the Closing
Date (“Projections”), each Obligor represents only that such Projections
were prepared in good faith based on assumptions believed to be reasonable at
the time of their preparation. There are no facts or circumstances known to
each of the Obligors that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect and that have not been disclosed
to the Lender Parties.


 


Section 7.14 Security
Interest. The Loan Documents provide, and will provide so long as any Loan
is outstanding, the U.S. Collateral Agent (on behalf of the Lender Parties)
with effective, valid, legally binding and enforceable first priority Liens on
all of the Collateral (as defined in the U.S. Security Agreement) to which Article 9
of the UCC is applicable under the laws of the United States as security for
the payment and performance of the Obligations and Guaranteed Obligations. No
action must be taken in Hungary to ensure that the Liens on all of the
Collateral (to the extent set forth in the immediately preceding sentence) are
effective, valid, legally binding and enforceable under Hungarian law other
than reporting the existence of the Collateral to the Hungarian liquidator in
case of any Obligor’s liquidation. The U.S. Collateral Agent’s security
interests described above will be, as of the Closing Date (and, with respect to
all


 


67

















 


subsequently
acquired Collateral, will be when so acquired) superior and prior to the rights
of all third Persons now existing or hereafter arising whether by way of Lien,
assignment or otherwise. Upon the filing of the Barra do Riacho Security
Documents, each Brazilian Security Document, the consummation of the BNDES
Release and the recordation of the pledges created under the Aracruz Share
Pledge Agreement and the Alicia Share Pledge Agreement in the relevant Share
Registry Book, all necessary action will have been taken as of the Closing Date
under the applicable laws of Brazil to establish and perfect the Brazil
Collateral Agent’s first priority rights in all collateral pledged thereunder.


 


Section 7.15 Title
to Assets; Liens. Except for Permitted Liens and other Liens permitted
pursuant to Section 8.7, each of the Obligors: (x) has good and
marketable title to, or lawfully possesses a valid and subsisting leasehold
estate in, all Property or assets material to its business (including good and
marketable title to: (i) with respect to the Borrower, all of the Rights
pledged by it under the Loan Documents, (ii) with respect to Alicia, the
Barra do Riacho Plants; (iii) with respect to Aracruz Celulose, the
Associated Property, and (iv) with respect to the Borrower, before its
sale thereof, all Products (and related Receivables) that become a part of the
Rights) purported to be owned by it, free and clear of all Liens, and holds
such title and all of such Property or asset in its own name and not in the
name of any nominee or other Person and (y) except pursuant to the Loan
Documents, is not restricted by its Organizational Documents, contract,
Applicable Law or otherwise from creating Liens on any of the Rights pledged by
it under the Loan Documents. Each Aracruz Party has insured the Properties
(including the Barra do Riacho Collateral) used or useful in its business in
such amounts and covering such risks and liabilities as are customary for companies
of a similar size engaged in similar businesses in similar locations.


 


Section 7.16 Intellectual
Property. Each Aracruz Party owns, or is licensed to use, all material
trademarks, trade names, copyrights, patents, patents applications and other intellectual
property necessary for the conduct of its business as presently conducted, and
the use thereof by any Aracruz Party does not infringe upon the rights of any
other Person, except for infringements that, in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.


 


Section 7.17 Customers;
Eligible Offtakers.


 


(a) Prior
to the Effective Date, none of the top five (5) customers of the Aracruz
Parties on a consolidated basis, determined by revenues received from the sale
of Products or services during the Fiscal Year ended December 31, 2008,
nor any Eligible Offtaker has (i) terminated or required any material
adverse amendment to any of its respective material contracts with Aracruz
Celulose or the Subsidiary of Aracruz Celulose party thereto, or otherwise
altered in writing, or, to any Obligor’s knowledge, delivered written notice of
an intention to alter its relationship with Aracruz Celulose or the Subsidiary
of Aracruz Celulose party thereto in any material adverse respect or (ii) failed
to extend or renew any such material contract to the extent such material
contract was expressly extendable or renewable by its terms or the terms of
such material contract otherwise expressly contemplated an extension or renewal
thereof.


 


(b) During
each Fiscal Quarter of the 2008 Fiscal Year, the Borrower generated Receivables
from the sale of Products to Eligible Offtakers in excess of U.S.$180 million
(or its equivalent).


 


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Section 7.18 No
Default. No Default or Event of Default exists, except for any Defaults
under Other Bilateral Debt, Lender Bilateral Debt or Additional Bilateral Debt,
which Defaults will no longer exist as of the Closing Date.


 


Section 7.19 Compliance.
Each Obligor is in compliance with its Organizational Documents and all
Applicable Laws, orders of any Governmental Authority applicable to it or its
Property and all indentures and all material agreements and other material
instruments binding on it or its Property, except where failure to comply with
any of the foregoing would not reasonably be expected to have a Material
Adverse Effect.


 


Section 7.20 Solvency.
Immediately after giving effect to the consummation of the transactions
contemplated in the Loan Documents on the Closing Date, (a) the fair value
of the assets of each Obligor, at a fair valuation, will exceed its debts and
liabilities, subordinated, contingent or otherwise; (b) each Obligor will
be able to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (c) no
Obligor will have unreasonably small capital with which to conduct the business
in which it is engaged as such business is now conducted and proposed to be
conducted after such date.


 


Section 7.21 Hedging
Guidelines. The Aracruz Hedging Guidelines attached hereto as Schedule 13
have been approved by the Board of Directors of Aracruz Celulose and are
currently in effect.


 


Section 7.22 Labor
Matters. None of the Obligors is a party to any labor dispute that could
reasonably be expected to have a Material Adverse Effect, and there are no
strikes, walkouts, lockouts or slowdowns against any Obligor pending or, to the
knowledge of any Obligor, threatened. There is no unfair labor practice
complaint pending against any of the Obligors or, to the knowledge of any of
the Obligor, threatened against any of them that could reasonably be expected
to have a Material Adverse Effect. There is no grievance or significant
arbitration proceeding arising out of or under any collective bargaining
agreement pending against any of the Obligors or, to the knowledge of any of
the Obligors, threatened against any of them that could reasonably be expected
to have a Material Adverse Effect.


 


Section 7.23 Environmental
Matters.


 


(a) Except
as, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect:


 


(i) Each of the Obligors and their respective
businesses, operations and property are in compliance with, and each of the
Obligors have no liability under, any applicable Environmental Law;


 


(ii) Each of the Obligors has obtained all
Environmental Permits required for the conduct of their businesses and
operations, and the ownership, operation and use of their property, under
Environmental Law, all such Environmental Permits are valid and in good
standing; and


 


(iii) Except for the Environmental Claims
described in Schedule 17, there is no material Environmental Claim pending or,
to the knowledge of each of the Obligors,


 


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threatened,
against any of the Obligors, or relating to the Property owned, leased or
operated by any of the Obligors or their predecessors in interest or relating
to the operations of any of the Obligors, and to their knowledge, there are no
actions, activities, circumstances, conditions, events or incidents that could
form the basis of such an Environmental Claim.


 


(b) There
is no material Environmental Claim pending or, to the knowledge of Aracruz
Celulose or Alicia, threatened, relating to the Barra do Riacho Collateral and
to their knowledge there are no material actions, activities, circumstances,
conditions, events or incidents that could form the basis of such an
Environmental Claim relating to the Barra do Riacho Collateral.


 


Section 7.24 Federal
Reserve Regulations. None of the Obligors is engaged principally, or as one
of its important activities, in the business of extending credit for the
purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan
will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of, or
that is inconsistent with, the provisions of Regulation T, U or X of the Board
of Governors of the U.S. Federal Reserve System, or that entails a violation by
the Obligor of any other regulations of the Board of Governors of the U.S.
Federal Reserve System. The pledge of the Aracruz Shares and the Alicia Shares
pursuant to the Security Documents does not violate such regulations.


 


Section 7.25 Investment
Company Act. None of the Obligors is required to register as an “investment
company,” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company,” as such terms are defined in the Investment
Company Act of 1940 (the “1940 Act”), as amended. Neither the borrowing
of any Loan nor the application of the proceeds or repayment thereof by the
Borrower, nor the consummation of the other transactions contemplated by the
Loan Documents will violate any provision of the 1940 Act or any rule,
regulation or order of the U.S. Securities and Exchange Commission promulgated
thereunder.


 


Section 7.26 Availability
and Transfer of Foreign Currency. Except as set forth in Section 7.4,
each of the Obligors has obtained all foreign exchange control approvals or
other authorizations by the government of Brazil or any Governmental Authority
thereof as are required to assure the availability of U.S. Dollars to enable
such Obligor to perform all of its obligations under each Loan Document to
which it is a party in accordance with the terms thereof. Except as set forth
in Section 7.4, there are no restrictions or requirements currently in
effect that limit the availability or transfer of foreign exchange for the
purpose of the performance by such Obligor of its respective obligations under
this Agreement or any other Loan Document to which such Obligor is a party.


 


Section 7.27 Anti-Terrorism
Laws.


 


(a) No
Aracruz Party nor any of its Affiliates is in violation of any laws relating to
terrorism or money laundering (“Anti-Terrorism Laws”), including
Executive Order No. 13224 on Terrorist Financing, effective September 24,
2001 (the “Executive Order”), and the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56 (the “Patriot Act”).


 


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(b)      No Aracruz Party nor any
of its Affiliates acting or benefiting in any capacity in connection with the
Loans is any of the following:


 


(i)         a Person or entity that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order;


 


(ii)        a Person or entity owned or controlled by, or acting for or
on behalf of, -any Person or entity that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order;


 


(iii)       a Person or entity with which any Lender is prohibited from
dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;


 


(iv)       a Person or entity that commits, threatens or conspires to
commit or supports “terrorism” as defined in the Executive Order; or


 


(v)        a Person or entity that is named as a “specially designated
national and blocked person” on the most current list published by the U.S.
Treasury Department Office of Foreign Assets Control (“OFAC”) at its
official website or any replacement website or other replacement official publication
of such list.


 


(c)       No Obligor, nor to the
knowledge of any Obligor, any of such Obligor’s Affiliates acting in any
capacity in connection with the Loans (i) conducts any business or engages
in making or receiving any contribution of funds, goods or services to or for
the benefit of any Person described in clause (b)(ii) above, (ii) deals
in, or otherwise engages in any transaction relating to, any property or
interests in property blocked pursuant to the Executive Order or (iii) engages
in or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law.


 


Section 7.28 UCC
Matters. No Obligor: (a) has a place of business in the United States
with the exception of Aracruz Celulose (USA) Inc., (b) has used any trade
names, assumed names or prior corporate names within the last five (5) years,
(c) has changed its corporate structure or jurisdiction of organization
within the last five (5) years, and (d) has any “notice of an adverse
claim” (within the meaning of Section 8-105 of the UCC) with respect to
the Collateral (as defined in the U.S. Security Agreement). Neither the
Applicable Laws of Brazil nor the Applicable Laws of Hungary require that
information concerning the existence of a non-documented (i.e., not documented
by means of a title or instrument) and non-possessory security interest in the
Collateral (as defined in the U.S. Security Agreement) be made generally available
in a filing, recording or registration system as a condition or result of the
security interest’s obtaining priority over the rights of a lien creditor with
respect to the Collateral covered thereby.


 


ARTICLE VIII 

COVENANTS OF THE OBLIGORS


 


Section 8.1 Corporate
Existence; Inspection; Books and Records. (a) Except to the extent
otherwise permitted pursuant to Section 8.12, each of the Obligors shall,
and Aracruz Celulose shall cause any other Material Subsidiary to, preserve and
maintain its legal existence and obtain and maintain all Governmental
Approvals, rights, privileges, licenses and franchises


 


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necessary
for the maintenance of its corporate existence and, to the extent applicable
under the laws of its jurisdiction of organization, its good standing.


 


(b) At
least once per calendar year, and at any other time during the existence of any
Default or Event of Default, each of the Obligors shall, and Aracruz Celulose
shall cause each of its Material Subsidiaries (other than Portocel) to, permit
representatives of any Lender Party, during normal business hours, at the cost
and expense of such Obligor with respect to one representative of the Lender
Parties located in Brazil, and without limitation during any Default or Event
of Default and (except during the existence of a Default or Event of Default)
following at least five (5) Business Days’ notice, to examine, copy and
make extracts from its books and records, to inspect any of its Properties and
to discuss its business and affairs with its officers, all to the extent
reasonably requested by such Lender Party; provided
that visitations shall be limited to the information necessary to
evaluate the Obligors’ ability to perform their respective obligations under
the Loan Documents, and the Lender Parties shall treat any such information as
Confidential Information.


 


(c) Each
of the Obligors shall, and Aracruz Celulose shall cause each of its Material
Subsidiaries and Veracel to: (i) engage internationally recognized
independent accountants to audit its financial statements; and (ii) maintain
a system of accounting in which full and correct entries shall be made of all
of its financial transactions, assets and liabilities in accordance with GAAP.


 


(d) No
Obligor shall, and Aracruz Celulose shall cause each other Material Subsidiary
not to, amend, modify or otherwise change any of its estatutos sociais, contratos sociais, by-laws or other
similar documents in any way that would adversely affect the Lender Parties
without the prior written consent (which consent shall not be unreasonably
withheld or delayed) of the Majority Lenders.


 


(e) No
Obligor shall, and Aracruz Celulose shall cause each of its Material
Subsidiaries not to, take any action, or conduct its affairs in a manner, that
would reasonably be expected to result in its corporate existence being ignored
by any court of competent jurisdiction or in its assets and/or liabilities
being substantively consolidated with those of any other Person in a bankruptcy,
reorganization or other insolvency proceeding.


 


Section 8.2 Compliance;
Insurance. Each of the Obligors shall, and Aracruz Celulose shall cause
each other Aracruz Party to: (i) comply with the requirements of all
Applicable Laws (including all Environmental Laws and export regulations) and
orders of any Governmental Authority, (ii) comply with all material
contractual obligations applicable to it, except in the case of clauses (i) and
(ii) of this Section 8.2 where failures to do so (in the aggregate)
could not reasonably be expected to have a Material Adverse Effect and where
(and for so long as) the necessity of compliance therewith is being contested
in good faith by appropriate proceedings, (iii) timely file all required
tax returns required to be filed by it and pay and discharge at or before
maturity all of its material obligations (including tax liabilities, except
where the same are contested in good faith and by proper proceedings and
against which adequate reserves are being maintained to the extent required by
GAAP or where the failure to pay or discharge such obligations or liabilities
could not (in the aggregate) reasonably be expected to have a Material Adverse
Effect) and (iv) maintain all of its Properties used or useful in its
business in good working order and condition, ordinary wear and tear excepted,
and keep such Property


 


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(including,
without limitation, the Barra do Riacho Collateral) insured by insurers of
recognized financial responsibility in such amounts as are prudent and
customary in the businesses in which it operates, except to the extent that the
failure to do so would not reasonably be expected to have a Material Adverse
Effect (other than with respect to the Barra do Riacho Collateral with respect
to which no such exception shall apply). Prior to the Closing Date, the
Obligors shall (at the Obligors’ expense) cause the Brazil Collateral Agent, on
behalf of the Lenders, (and shall accordingly provide the Brazil Collateral
Agent with instructions necessary) to become, and shall at all times maintain
the Brazil Collateral Agent as, an additional insured under each insurance
policy covering the Barra do Riacho Collateral. Promptly upon written request
therefor by the Administrative Agent (acting at the direction of the Majority
Lenders), the Borrower shall deliver or cause to be delivered to the
Administrative Agent originals or duplicate originals of all such policies of
insurance. For the purpose of clarification, such insurance may be provided
under any insurance policy covering any one or more of its Affiliates.


 


Section 8.3 Governmental
Approvals. Each of the Obligors shall, and Aracruz Celulose shall cause any
other Aracruz Party to, maintain in full force and effect, all Governmental
Approvals from time to time necessary for its authorization, execution and
delivery of the Loan Documents to which it is a party, for the due performance
of all of its obligations, and the exercise of all of its rights, under the
Loan Documents to which it is a party.


 


Section 8.4 Reporting
Requirements. Each of the Obligors (as applicable, as set forth below)
shall provide to the Administrative Agent (which shall promptly distribute to
the Lenders via Intralinks (or any other Platform) in accordance with Section 12.3):


 


(a) as
soon as available and in any event (i) within one hundred and twenty (120)
days after the end of each Fiscal Year, the annual audited consolidated balance
sheets of Aracruz Celulose and, to the extent available to Aracruz Celulose, of
Veracel, as of the end of such Fiscal Year and, in each case, the related
statements of operations, stockholders’ equity and cash flows for such Fiscal
Year, setting forth in each case in comparative form the figures for the
previous Fiscal Year, all reported on by Deloitte or other independent public
accountants of recognized national standing (without a “going concern” or like
qualification or exception and without any qualification or exception as to the
scope of such audit) as presenting fairly in all material respects the
financial position, results of operations and cash flows of Aracruz Celulose
and its consolidated Subsidiaries and Veracel and its consolidated
Subsidiaries, respectively, on a consolidated basis in accordance with GAAP,
and (ii) within sixty (60) days after the end of each Fiscal Quarter, the
unaudited consolidated balance sheet of Aracruz Celulose and, to the extent
available to Aracruz Celulose, of Veracel, as of the end of such Fiscal Quarter
and, in each case, the related statements of operations, stockholders’ equity
and cash flows for such Fiscal Quarter and for the then-elapsed portion of such
Fiscal Year, setting forth in each case in comparative form the figures for the
comparative period or periods of (or, in the case of balance sheet, as of the
end of) the previous Fiscal Year, all certified by the Chief Financial Officer
of Aracruz Celulose as presenting fairly in all material respects the financial
position, results of operations and cash flows of Aracruz Celulose and its
consolidated Subsidiaries and Veracel and its consolidated Subsidiaries,
respectively, on a consolidated basis in accordance with GAAP.


 


(b) as
soon as available and in any event (i) within one hundred and twenty (120)
days after the end of each Fiscal Year, the annual audited consolidated balance
sheet of the


 


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Borrower
as of the end of such Fiscal Year and the related statements of operations,
stockholders’ equity and cash flows for such Fiscal Year, setting forth in each
case in comparative form the figures for the previous Fiscal Year, all reported
on by Deloitte or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and
without any qualification or exception as to the scope of such audit) as
presenting fairly in all material respects the financial position, results of
operations and cash flows of the Borrower and its consolidated Subsidiaries on
a consolidated basis in accordance with GAAP, and (ii) within sixty (60)
days after the end of each Fiscal Quarter, the unaudited consolidated balance
sheet of the Borrower as of the end of such Fiscal Quarter and the related
statements of operations, stockholders’ equity and cash flows for such Fiscal
Quarter and for the then-elapsed portion of such Fiscal Year, setting forth in
each case in comparative form the figures for the comparative period or periods
of (or, in the case of balance sheet, as of the end of) the previous Fiscal
Year, all certified by the Chief Financial Officer of Aracruz Celulose, on
behalf of the Borrower, as presenting fairly in all material respects the
financial position, results of operations and cash flows of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP;


 


(c) within
sixty (60) days after the second (2nd) anniversary of this Agreement, and every two (2) years
thereafter, an updated appraisal report in respect of the Barra do Riacho
Collateral prepared by a recognized appraisal firm selected by Aracruz
Celulose, the fees and expenses of which shall be borne solely by Aracruz
Celulose;


 


(d) no
later than thirty (30) days after each Payment Date, a report certified by a
Financial Officer of the Borrower setting forth in sufficient detail, all
payments made by any Eligible Offtaker in respect of Designated Receivables in
the Interest Period that ended on such Payment Date;


 


(e) each
time annual and quarterly financial statements are required to be delivered
under this Section 8.4, a certificate of the Chief Financial Officer of
Aracruz Celulose, on behalf of Aracruz Celulose and each other Obligor, (i) certifying
that his/her review has not disclosed the existence of a Default or, if any
Default then exists, specifying the nature and period of existence thereof and
what action the relevant Obligor has taken or proposes to take with respect
thereto and, (ii) (A) providing a calculation (in reasonable detail)
of the Debt Service Coverage Ratio and the Debt to Adjusted EBITDA Ratio as of
the end of the then-most recent Fiscal Quarter and (B) annually, at the
time of the delivery of the financial statements provided for in clause (a) above,
setting forth in reasonable detail and in a form reasonably satisfactory to the
Lenders the calculations required to determine the amount of Excess Cash with
respect to the Fiscal Year covered in such financial statements;


 


(f) within
five (5) Business Days after Aracruz Celulose or any other Obligor obtains
knowledge of any Default, a certificate of the Chief Financial Officer of
Aracruz Celulose on behalf of Aracruz Celulose or on behalf of such other
Obligor, as applicable, setting forth the details thereof and the action(s) that
is/are being taken or is/are proposed to be taken with respect thereto;


 


(g) promptly
(and, in any event, within seven (7) Business Days) after any Obligor’s
knowledge thereof, notice of any litigation, claim, investigation, arbitration,
other proceeding or controversy pending or, to its knowledge, threatened
involving or affecting such Obligor or any


 


74

















 


of
its Subsidiaries: (i) that could reasonably be expected to have a Material
Adverse Effect or (ii) relating to any of the Loan Documents;


 


(h) promptly
(and, in any event, within five (5) Business Days) after any Obligor’s
knowledge thereof, notice of any other event or development that could
reasonably be expected to have a Material Adverse Effect;


 


(i) on
each of the dates on which financial information is delivered pursuant to Section 8.4(a),
a report setting forth the geographic distribution (by continent) of sales of
product by Aracruz Celulose and its Subsidiaries on a consolidated basis, the
total number of tons of product sold and the average sales price per ton, in
each case with respect to pulp sold by Aracruz Celulose and its Subsidiaries on
a consolidated basis during the preceding Fiscal Quarter;


 


(j) promptly,
as any Lender (through the Administrative Agent) or the Administrative Agent (for
itself) shall request, (and in any event, within ten (10) Business Days of
such request), any documentation or other information that may be required by
any Lender in order to enable compliance with applicable “know your customer”
requirements; and


 


(k) from
time to time, such other information with respect to the Obligors or, to the
extent Aracruz Celulose is not contractually prohibited from providing such
information, Portocel, the Loan Documents and/or the transactions contemplated
hereby or thereby as any Lender (through the Administrative Agent) or any Agent
may reasonably request.


 


Section 8.5 Ranking;
Priority. Each of the Obligors shall promptly take all actions as may be
necessary to ensure that its obligations under the Loan Documents and the Export
Arrangements to which it is a party will at all times constitute direct and
unconditional general obligations thereof ranking at least pari passu in right of payment with all of
its other present and future unsubordinated Debt, it being understood that such other Debt (other than in the
case of Alicia, which may not incur any Debt) may be secured by Liens as
permitted by Section 8.7 (and, as such, may have a prior claim to the
Properties subject to such Liens) but no other Debt or other obligations shall
benefit from the Collateral except as expressly permitted herein.


 


Section 8.6 Amendment
to Certain Agreements.


 


(a) No
Obligor shall, without the consent of the Required Lenders, on or after the
Closing Date, amend, modify or change in any manner any term or condition of
any Other Bilateral Debt if such amendment, modification or change would have
caused the Other Bilateral Debt Restructuring Conditions not to have been
satisfied as of the Closing Date if such amendment, modification or change had
occurred on or prior to such date;


 


(b) No
Obligor shall, and Aracruz Celulose shall not cause or permit any other Aracruz
Party to, without the consent of the Required Lenders, on or after the Closing
Date, amend, modify or change in any manner any term or condition of any
Permitted Refinancing Debt if such amendment, modification or change would have
the effect of causing such Debt to fail to qualify as “Permitted Refinancing
Debt” as defined herein;


 


(c) No
Obligor shall, and Aracruz Celulose shall not cause or permit any other Aracruz
Party to, without the consent of the Required Lenders, cancel or terminate any
Aracruz


 


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Intercompany
Notes or consent to or accept any cancellation or termination thereof, amend,
modify or change in any manner any Aracruz Intercompany Notes or give any
consent, waiver or approval thereunder, waive any default under or breach of
any Aracruz Intercompany Notes, agree in any manner to any other amendment,
modification or change of any term or condition of any Aracruz Intercompany
Notes or take any other action in connection with any Aracruz Intercompany
Notes, or permit any of its Subsidiaries to do any of the foregoing; and


 


(d) Neither
Aracruz Celulose nor Alicia shall, without the consent of the Majority Lenders,
on or after the Closing Date, terminate, amend, modify or change in any manner
any material term or condition of the Alicia Lease.


 


Section 8.7 Negative
Pledge. No Obligor shall, and Aracruz Celulose shall not cause or permit
any other Aracruz Party to, create, assume or suffer to exist any Lien on (a) any
Collateral (other than (i) to secure Permitted Refinancing Debt to the
extent expressly permitted hereunder and (ii) Liens in favor of BNDES on
the Barra do Riacho Plants, which shall be released prior to the Closing Date)
or (b) any Capital Stock of Veracel or any Material Subsidiary (other than
the Capital Stock of a Refinancing Drop-Down Subsidiary that is or becomes a
Material Subsidiary to the extent securing Permitted Refinancing Debt if and to
the extent expressly permitted hereunder). In addition, no Obligor shall, and
Aracruz Celulose shall not cause or permit any other Aracruz Party to, create,
assume or suffer to exist any Lien on any other asset or Property of the
Aracruz Parties, whether now owned or hereafter acquired by it, except
Permitted Liens and Liens created under the Loan Documents.


 


Section 8.8 Transactions
With Affiliates. No Obligor shall, and Aracruz Celulose shall not cause or
permit any other Aracruz Party to, enter into any transaction of any kind with
any Affiliate of such Obligor or of such other Aracruz Party, as the case may
be, whether or not in the ordinary course of business, other than on fair and
commercially reasonable terms substantially as favorable to such Obligor or
such other Aracruz Party as would be obtainable by such Obligor or such other
Aracruz Party at the time in a comparable arm’s length transaction with a
Person other than an Affiliate of such Person, provided
that the foregoing restriction shall not apply to transactions
between or among any of Aracruz Celulose and any Wholly Owned Obligor; provided further that nothing in this Section 8.8
shall be deemed to prohibit purchases and resales of Products in accordance
with the Export Arrangements and similar transactions with the Aracruz Parties
involving prepayments for exports from Brazil.


 


Section 8.9 Line
of Business, Etc. None of the Obligors shall, and Aracruz Celulose
shall cause each of its other Material Subsidiaries not to: (a) make any
material change in its line of business, (b) change its fiscal year, (c) change
its name or domicile or take any other action that might adversely affect the
priority, perfection or validity of the Liens created by the Loan Documents or (d) make
or permit any material change in its accounting policies or reporting
practices, except as required by a change in GAAP or in connection with the
acquisition by Votorantim Celulose e Papel S.A. of control of Aracruz Celulose.


 


Section 8.10 Use
of Proceeds. The Borrower shall use the proceeds of the Loan made by each
Funding Lender solely to refinance the Terminated Derivative Obligations of
each such Funding Lender. No part of the proceeds of the Loans shall be used
directly or indirectly for the purpose (whether immediate, incidental or
ultimate) of buying or carrying any Margin Stock. Each Obligor, each a nonbank
entity located outside the United States, understands that it is the


 


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policy
of the Board of Governors of the U.S. Federal Reserve System that extensions of
credit by international bank facilities (as defined in Section 204.8(a) of
Regulation D) may be used only to finance the non-U.S. operations of a customer
(or its foreign affiliates) located outside the United States as provided in Section 204.8(a) (3)(vi) of
Regulation D. Therefore, each Obligor acknowledges that the proceeds of the
Loans by the respective international banking facilities of the Lenders will be
used solely to finance the Obligors’ operations outside the United States or
that of the Obligors’ Affiliates that are domiciled outside the United States.


 


Section 8.11 Further
Assurances. Each of the Obligors shall do and perform, from time to time,
any and all acts (and execute any and all documents) as may be necessary or as
reasonably requested by any Agent in order to effect the purposes of the Loan
Documents and Export Arrangements. Without limiting the above, each of the
Obligors shall, at its own cost, take all actions necessary or reasonably
requested by any Agent to maintain each Lien created by the Loan Documents in
full force and effect and enforceable in accordance with its terms, including: (a) making
filings and recordations, (b) making payments of fees and other charges, (c) issuing
and, if necessary, filing or recording supplemental documentation, including
continuation statements, (d) discharging all claims or other Liens
affecting any Rights, (e) publishing or otherwise delivering notice to
third parties, (f) depositing title documents and (g) taking all
other actions either necessary or otherwise reasonably requested by any Agent
to ensure that all after-acquired property of the Obligors intended to be
covered by such Liens is subject to a valid and enforceable first priority Lien
in favor of the relevant Collateral Agent (on behalf of the Lender Parties).
None of the Obligors shall transfer all or any portion of the Rights to any
Person, except as expressly permitted or required under the Loan Documents.


 


Section 8.12 Limitation
on Consolidations, Mergers, Sale or Conveyance. None of Aracruz Celulose,
the Borrower nor any other Obligor will, in a single transaction or a related
series of transactions, consolidate with, or merge with or into, any other
Person or liquidate or dissolve, or permit any other Person to consolidate with
or merge into it, or directly or indirectly transfer, sell, lease, convey or
dispose of all or substantially all its assets to any Person; provided that:


 


(a) (i) in
the case of a merger or consolidation involving Aracruz Celulose, the Borrower
or any other Obligor, Aracruz Celulose, the Borrower or such Obligor, as the
case may be, is the surviving entity and, following such merger or
consolidation, such Person continues to be organized as a Hungarian limited
liability company (to the extent any such transaction involves the Borrower) or
is a Brazilian corporation or a corporation organized in any state in the
United States (to the extent any such transaction involves any other Obligor) or
(ii) if Aracruz Celulose, the Borrower or any other Obligor, as the case
may be, is not the surviving entity, the Person formed by such consolidation or
merger or the transferee of such assets (the “Successor Entity”): (A) is
a Hungarian limited liability company (to the extent any such transaction
involves the Borrower) or a Brazilian corporation or a corporation organized in
any state in the United States (to the extent any such transaction involves any
other Obligor), (B) irrevocably submits to the jurisdiction of the federal
and state courts sitting in the City of New York, County of New York and (C) expressly
assumes the due and punctual payment of all obligations under the Loan
Documents (including the Export Finance Agreement and, for this purpose, the
Restated ROF) and the due and punctual performance of all the covenants and
obligations of Aracruz Celulose, the Borrower or any such Obligor, as the case
may be, under the Loan Documents, which shall be legal, valid and binding
obligations of the Successor


 


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Entity,
enforceable against it in accordance with their terms, by an amendment to the
Loan Documents, as applicable, substantially in the form of Exhibit T;


 


(b) no
Default or Event of Default (including under Section 9.1 or resulting from
a breach of Section 8.9) shall have occurred and be continuing or would
occur immediately after such merger, consolidation, sale, transfer, lease or
other disposition;


 


(c) immediately
after giving effect to such transaction or series of transactions and, if
applicable, the assumption of payment obligations contemplated by clause
(a)(ii)(C) above, including giving effect on a pro forma basis to any
Debt, including any Acquired Debt, Incurred or anticipated to be Incurred
in connection with or in respect of such transaction, Aracruz Celulose or, in
any transaction the result of which is to cause Aracruz Celulose to be
succeeded by a Successor Entity, such Successor Entity, as the case may be, the
Debt to Adjusted EBITDA Ratio and Debt Service Coverage Ratio (calculated by
substituting the Successor Entity for the Borrower or any such other Obligor,
as the case may be) shall not exceed (i) in the case of the Debt to
Adjusted EBITDA Ratio, the ratio set forth in Section 8.15 opposite the
Fiscal Year in which such transaction is consummated and (ii) in the case
of the Debt Service Coverage Ratio, 1.2:1.0;


 


(d) the
representations and warranties set forth in Section 7.19 and Section 7.27
shall be true and correct as if made by each of the Obligors and any Successor
Entity immediately after giving effect to such transaction or series of
transactions; and


 


(e) Aracruz
Celulose, the Borrower or any such Obligor, as the case may be, has delivered
to the Administrative Agent a certificate of the Chief Financial Officer of
Aracruz Celulose, and an opinion of counsel each stating that such merger,
consolidation or sale of assets complies with this Section 8.12 and, if an
amendment to this Agreement is required in connection with such transaction,
such amendment complies with this Section 8.12.


 


Section 8.13 Investment
Company Act. No Obligor shall take (or permit any other Person to take) any
action that could reasonably be expected to result in it being required to be
registered as an “investment company” under the United States Investment
Company Act of 1940.


 


Section 8.14 Debt
Service Coverage Ratio. The Obligors shall not permit the Debt Service
Coverage Ratio as of the end of any Fiscal Quarter to be less than 1.0 to 1.0
during any Fiscal Quarter occurring in the 2009 and 2010 Fiscal Years or to be
less than 1.2 to 1.0 at any time thereafter.


 


Section 8.15 Debt
to Adjusted EBITDA Ratio. The Obligors shall not permit the Debt to
Adjusted EBITDA Ratio as of the end of any Fiscal Quarter to exceed the ratio
set forth below opposite the Fiscal Year in which such Fiscal Quarter occurs.


 


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  Fiscal Year

  	
   

  	
  Applicable Debt to Adjusted EBITDA Ratio

  	
   

  
	
  2009

  	
   

  	
  6.9 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  5.5 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
  5.0 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  4.0 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013
  and at any time thereafter

  	
   

  	
  3.0 to 1.0

  	
   

  



 


Section 8.16 Registration of Brazilian Security Documents.
Aracruz Celulose shall file for registration (i) the Barra do Riacho
Security Documents with the competent Real Estate Registries within twenty (20)
calendar days of the execution thereof, and (ii) a complete and accurate
translation into Portuguese (made by a sworn translator) of each other
Brazilian Security Document (such translation to be performed by, or otherwise
acceptable to, MMSO, and to be in adequate form for registration) with the
competent Registry of Deeds and Documents and/or Share Registry Books, as
applicable, within seven (7) calendar days of the execution of each such
Brazilian Security Document.


 


Section 8.17 Registration
of Restated ROFs. With respect to the Restated ROFs, within 15 days after
the Closing Date, the Borrower shall deliver to the Administrative Agent a copy
of all Restated ROFs, evidencing that all such Restated ROFs, when taken
together (on a consolidated basis or otherwise), conform with all the terms and
conditions of the Loans.


 


Section 8.18 Limitations
on Asset Sales and Asset Exchanges.


 


(a) No
Obligor shall, and Aracruz Celulose shall not cause or permit any other Aracruz
Party to, effect or permit any sale of all or any portion of (i) without
the prior written consent of the Required Lenders, any Collateral and (ii) without
the prior written consent of the Majority Lenders, any Substantial Asset or any
direct or indirect Capital Stock of Portocel owned by Aracruz Celulose or any
of its Subsidiaries; provided, however, that the consent pursuant to
clause (ii) above shall not be required with respect to any asset sales
between or among any of Aracruz Celulose and any Wholly Owned Obligor and any
transfer of assets by any Aracruz Party to a Refinancing Drop-Down Subsidiary; provided,
further, however that
in no event shall any Obligor transfer any land or forests of any Aracruz Party
to any such Refinancing Drop-Down Subsidiary without the consent of the
Majority Lenders unless, prior to or simultaneous with such transfer, Aracruz
Celulose causes the Associated Property to be contributed to Alicia.


 


(b) No
Obligor shall, and Aracruz Celulose shall not cause or permit any other Aracruz
Party to, without the prior written consent of the Required Lenders, effect or
permit any asset exchange in respect of (i) without the prior written
consent of the Required Lenders, any Collateral, other than in a Qualifying
Collateral Exchange, or (ii) without the prior written consent of the
Majority Lenders, any Substantial Asset or any Material Entity Shares; provided that, any Liens granted for the
benefit of the Lenders on any Collateral transferred in a Qualifying Collateral
Exchange shall be released only against receipt by the Lenders of a first
priority perfected lien (documented (including with respect to customary legal
opinions and certificates) through documentation consistent in form with, and
including representations, covenants, indemnities and remedies at least as
favorable to the Lenders as any counterpart provisions included in, the
Security Documents governing the pledge of the Collateral transferred in such
Qualifying Collateral Exchange, or otherwise to the satisfaction of the


 


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Majority
Lenders) on any asset received in such Qualifying Collateral Exchange (which
asset received shall thereafter constitute Collateral); and


 


(c) Notwithstanding
the provisions of clauses (a) and (b) above, no Obligor shall (and
Aracruz Celulose shall not cause or permit any other Aracruz Party to), without
the prior written consent of the Majority Lenders, effect or permit any Asset
Sale or asset exchange unless the following conditions are met: (i) the
consideration received by such Obligor or such other Aracruz Party in such
Asset Sale is equal to or exceeds Fair Market Value of the asset sold in such
Asset Sale and (ii) 75% of the consideration received in connection with
such Asset Sale consists of (A) cash or Cash Equivalents or (B) property
or assets to be owned by and used in the business of the Aracruz Parties, of a
nature or type, or that are used in a business similar or related to the nature
or type, of the property and assets of, or the business of, the Aracruz Parties
existing on the date of such Asset Sale; provided
that, to the extent that any Aracruz Party carries out an asset
exchange, any productive asset received in such exchange (other than any asset
that has a Fair Market Value of less than U.S.$25 million (or its equivalent)
and the receipt of which does not cause the aggregate Fair Market Value of
assets received in any asset swap not meeting the test below to exceed U.S.$75
million (or its equivalent) during the term of the Loans):


 


(i) shall be projected,
in each case as certified by the Chief Financial Officer of Aracruz Celulose in
a certificate in the form of Exhibit L, during the remaining term of the
Loans, to generate at least as much cash flow as the asset that is being
transferred; and


 


(ii) shall have a
useful life at least as long as the asset that is being transferred.


 


Section 8.19 Limitations
on Capital Expenditures.


 


(a) No
Obligor shall, and Aracruz Celulose shall not cause or permit any other Aracruz
Party to, make (or be or become legally or contractually obligated to make) any
Maintenance CAPEX other than Permitted Maintenance CAPEX; provided that to the extent that the
Aracruz Parties do not expend any amount of Permitted Efficiency CAPEX in any
given year, the Aracruz Parties will be permitted to carry forward any such
unused Permitted Efficiency CAPEX to subsequent years; and


 


(b) No
Obligor shall, and Aracruz Celulose shall not cause or permit any other Aracruz
Party to, make (or be or become legally or contractually obligated to make) any
additional Investment CAPEX in respect of the Guaíba II Project until on or
after January 1, 2011 and thereafter, any additional Investment CAPEX in
respect of the Guaiba II Project shall be made only in accordance with this Section 8.19.


 


(c) No
Obligor shall, and Aracruz Celulose shall not cause or permit any other Aracruz
Party or Veracel to, make (or be or become legally or contractually obligated
to make) any Investment CAPEX other than in connection with (i) any
project (including an Approved CAPEX Project) that is financed exclusively (A) through
equity of Aracruz Celulose (and not, directly or indirectly, out of Aracruz
Celulose’s consolidated cash flows) and/or (B) with respect to Veracel,
through Veracel Project Finance Debt (provided that any such project shall be
carried out through a bankruptcy-remote Subsidiary of Veracel), or (ii) an
Approved CAPEX Project that is financed by Permitted Investment CAPEX Debt, to
the extent that, upon


 


80
















 


commencement
of such Approved CAPEX Project the following conditions are met (A) the
Debt to Adjusted EBITDA Ratio does not, and is not during the expected term of
such Approved CAPEX Project projected to, exceed 4.5:1.0 (as certified by the
Chief Financial Officer of Aracruz Celulose in an officer’s certificate in the
form of Exhibit M) and (B) other than with respect to the Veracel II
Project, the Borrower has previously repaid at least 35% of the principal
amount of the Loans outstanding on the Closing Date.


 


Section 8.20 Limitations
on Restricted Payments.


 


(a) Aracruz
Celulose shall not, and shall not cause or permit any other Aracruz Party to,
directly or indirectly, (i) declare any dividend or make any distribution
on its Capital Stock, (ii) purchase, redeem, retire or otherwise acquire
for value any Capital Stock of any Aracruz Party (including options, warrants
or other rights to acquire such shares of Capital Stock) held by Persons other
than any Aracruz Party, (iii) make any voluntary or optional principal
payment, or voluntary or optional redemption, repurchase, defeasance or other
acquisition or retirement for value of Subordinated Debt (except in respect of
Subordinated Shareholder Debt in accordance with subsection (b) below), or
(iv) make any Investment other than a Permitted Aracruz Investment (such
payments or other actions described in clauses (i) through (iv) being
collectively “Restricted Payments”); provided
that any direct or indirect Subsidiary of Aracruz Celulose may
declare a dividend or make a distribution on its Capital Stock at any time
provided that Aracruz Celulose receives at least its pro rata share of such
dividends or distribution based on Aracruz Celulose’s equity interest in such
Subsidiary; provided, further that
Aracruz Celulose may pay dividends in respect of its common shares or preferred
shares (including in the form of interest on Capital Stock) in respect of any
Fiscal Year after the Fiscal Year ended December 31, 2009, in each case
solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws
as in effect on the date hereof and otherwise in accordance with subsection (b) below.


 


(b) At
any time at which the Dividend Reinvestment Conditions are not satisfied, to
the extent that any ordinary cash dividend is required by Applicable Law and
Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such
dividend paid to any member of the Control Group in respect of the common
shares of Aracruz Celulose beneficially owned directly or indirectly by such
member of the Control Group shall be:


 


(i) subject to the condition that prior to
making such dividend, it shall have received from such member of the Control
Group a certificate for the benefit of the Lenders signed by its chief
financial officer representing that (A) it has all necessary corporate and
other approvals to reinvest for the benefit of the Lenders such money in
Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such
reinvestment does not violate any Applicable Law or conflict with or result in
a breach of, or constitute a default under, any contract applicable to it and (C) any
funds received by such Control Group member in connection with any dividends
paid to it shall be free and clear of any Liens while in its possession or
under its control; and


 


(ii) reinvested in whole in Aracruz Celulose by
such member of the Control Group (for the avoidance of doubt, without deduction
for any taxes payable by such member of the Control Group) (A) in the case
of any reinvestment in the form of equity, within twenty (20) Business Days of
such dividend payment and (B) in the case of any


 


81

















 


reinvestment
in the form of Subordinated Shareholder Debt, within ten (10) Business
Days of such dividend payment.


 


Section 8.21         Limitations
on Incurrence of Additional Debt. (a) No Obligor shall, and Aracruz
Celulose shall not cause or permit any other Aracruz Party to, directly or
indirectly, Incur any additional Debt (including Acquired Debt), provided that any Obligor or any other
Aracruz Party (other than Alicia) shall be permitted to Incur:


 


(i)               Debt Incurred under the Loan Documents; and


 


(ii)              Working Capital Debt; provided that such Working
Capital Debt does not, when taken together with all other Working Capital Debt
of any other Aracruz Party outstanding on the date of Incurrence of such Debt,
cause the aggregate Working Capital Debt of the Aracruz Parties to exceed the
Working Capital Cap (or its equivalent).


 


(b)      Notwithstanding the provisions of clause (a) above,
any Obligor (other than Alicia) shall be permitted to Incur:


 


(i)               Permitted Refinancing Debt and any Guarantees in
respect of Permitted Refinancing Debt permitted hereunder;


 


(ii)              Permitted Investment CAPEX Debt and any Guarantees in
respect of Permitted Investment CAPEX Debt permitted hereunder;


 


(iii)             Debt in respect of Hedging Obligations to the extent
that such Hedging Obligations are permitted pursuant to the Hedging Guidelines
in effect on the date of Incurrence of such Debt;


 


(iv)             Acquired Debt to the extent that, at the time of the
Incurrence of such Acquired Debt, after giving pro forma effect to the
Incurrence of such Acquired Debt, the Obligors shall be in compliance with
Sections 8.14 and 8.15;


 


(v)              Subordinated Shareholder Debt in accordance with Section 8.20(b);


 


(vi)             Veracel Project Finance Debt in accordance with Section 8.19(c);
and


 


(vii)            Purchase Money Debt; provided
that (i) the aggregate amount of Purchase Money Debt at any
time outstanding does not exceed U.S.$50 million and (ii) the Aracruz
Party incurring such Purchase Money Debt designates it as such at the time of
Incurrence.


 


(c)       Aracruz Celulose shall
cause Alicia not to Incur any liabilities whatsoever other than liabilities
arising under the Loan Documents and de
minimis liabilities Incurred in the ordinary course of business.


 


(d)      Aracruz Celulose shall
cause any Refinancing Drop-Down Subsidiary not to Incur any liabilities
whatsoever other than the Guarantee of Permitted Refinancing Debt by such
Refinancing Drop-Down Subsidiary and de
minimis liabilities Incurred in the ordinary course of business; provided that, to the extent the Permitted
Refinancing Debt Guaranteed by any


 


82

















 


Refinancing
Drop-Down Subsidiary has been repaid in full, Aracruz Celulose shall have the
right to cause such Refinancing Drop-Down Subsidiary to Guarantee additional
Permitted Refinancing Debt Incurred by any Obligor.


 


Section 8.22 Limitations
on Prepayments of Debt. No Obligor shall, and Aracruz Celulose shall not
cause or permit any other Aracruz Party to, make any voluntary or optional
payment on or redemption or acquisition for value of any of its Debt (except (a) under
the Loan Documents, (b) with respect to Working Capital Debt, (c) subject
to Section 3.4(d), with respect to Permitted Refinancing Debt, or (d) to
the extent set forth on Schedule 3, with respect to Other Bilateral Debt or
Lender Bilateral Debt) prior to the date such Debt is scheduled to become due in
accordance with its terms (including, without limitation, by way of depositing
with the trustee or Person fulfilling a similar function with respect to such
Debt, money or securities prior to the date such Debt is scheduled to mature in
accordance with its original terms for the purpose of paying it when due) or
make any payment in violation of any subordination terms of any Debt, other
than in respect of the Loans or any intercompany Debt; provided, however, that Aracruz Celulose
may redeem, purchase, pay or repay (any such action, a “Payment”) any
principal of Subordinated Shareholder Debt if (x) at the time of such
purchase, payment or repayment, the Subordinated Debt Repayment Conditions are
satisfied and (y) such Payment is only made out of Excess Cash and only to
the extent that such Excess Cash would not otherwise be used to prepay amounts
hereunder.


 


Section 8.23 Hedging.
(a) The Obligors shall cause the Aracruz Hedging Guidelines, as amended
from time to time, to remain in effect until all Loans have been repaid and
shall cause such Hedging Guidelines at all times to prohibit hedging for
speculative purposes. Aracruz Celulose shall provide the Administrative Agent
(for distribution to the Lenders) with written notice and a copy of any
amendments to the Hedging Guidelines no later than ten (10) Business Days
after any such amendment is approved by the Board of Directors of Aracruz
Celulose.


 


(b) No
Obligor shall, and Aracruz Celulose shall not cause or permit any other Aracruz
Party to, enter into (or become legally obligated to enter into) any Hedging
Transaction in violation of, or otherwise violate, the Aracruz Hedging
Guidelines in effect from time to time and the Obligors shall (and Aracruz
Celulose shall cause each Aracruz Party to) enter into any and all Hedging
Transactions as may be necessary to satisfy the Aracruz Hedging Guidelines and
take any such further actions as may be necessary to ensure compliance with the
Aracruz Hedging Guidelines.


 


(c) Aracruz
Celulose shall provide the Administrative Agent (for distribution to the
Lenders) with the information required to be provided by a public company
pursuant to CVM Instruction No. 475 of December, 17, 2008 or successor
provision (even if Aracruz Celulose is not at such time a public company), on a
quarterly basis, on the date on which it delivers financial information
pursuant to Section 8.4(a) and, upon reasonable request by the
Majority Lenders, at any time during the continuation of a Default or Event of
Default.


 


Section 8.24 Burdensome
Agreements. No Obligor shall, and Aracruz Celulose shall not cause or
permit any other Aracruz Party to, enter into any contractual obligation (other
than this Agreement or any other Loan Document) that (a) limits the
ability of any Guarantor to


 


83

















 


Guarantee
the Debt of the Borrower or (b) in any way restricts, limits or otherwise
prevents any Obligor from performing its obligations under this Agreement or
any other Loan Document.


 


Section 8.25 Additional
Guarantors.


 


(a) Except
as provided in clause (b) below, promptly (and in no event later than
fifteen (15) Business Days) following: (i) the earlier of (A) the
last day of any Fiscal Quarter during which any direct or indirect Subsidiary
of Aracruz Celulose (other than Portocel and any Refinancing Drop-Down
Subsidiary) becomes a Material Subsidiary and (B) the date on which
Aracruz Celulose has knowledge that any direct or indirect Subsidiary of
Aracruz Celulose (other than Portocel and any Refinancing Drop-Down Subsidiary)
has become or will, as of the end of the then-current Fiscal Quarter, become a
Material Subsidiary, or (ii) the formation or acquisition permitted
pursuant to this Agreement, directly or indirectly (including without
limitation through any merger or consolidation), by Aracruz Celulose or any
other Aracruz Party of a Person (other than Portocel and any Refinancing
Drop-Down Subsidiary) that thereby becomes a Material Subsidiary of Aracruz
Celulose, Aracruz Celulose shall, at its sole cost and expense, cause such
Subsidiary to become a Guarantor hereunder and expressly assume any and all
obligations of a Guarantor hereunder, which shall be legal, valid and binding
obligations of such Subsidiary, enforceable against it in accordance with their
terms, by an amendment to this Agreement substantially in the form of Exhibit S.


 


(b) Notwithstanding
the provisions of clause (a) above, a Refinancing Drop-Down Subsidiary
shall only be required to become a Guarantor in the event that either (i) at
the time it becomes a Refinancing Drop-Down Subsidiary, it is a Material
Subsidiary or (ii) at any time after it becomes a Refinancing Drop-Down
Subsidiary, any asset or Property is transferred to or acquired by it, and by
virtue of such transfer or acquisition, it becomes a Material Subsidiary.


 


Section 8.26 Credit
Insurance Policy. Each of the Obligors shall observe and comply with all
the terms and provisions of the Credit Insurance Policy required to be observed
or performed by it during any period that the obligations of any Eligible
Offtaker with respect to any Designated Receivable used to satisfy the
Specified Coverage Ratio is covered by the Credit Insurance Policy. Aracruz
Celulose shall use good faith efforts to promptly obtain an endorsement or
other agreement of the insurer providing for the payment of claims related to
Designated Receivables (only to the extent such Designated Receivable is from a
Person not otherwise an Eligible Offtaker) directly to the Export Collateral
Account.


 


Section 8.27 Limitation
on Refinancing Drop-Down Subsidiaries. At no time shall the Refinancing
Drop-Down Subsidiaries represent, in the aggregate, more than 20% of the total
revenues of the Aracruz Parties on a consolidated basis for any period or more
than 20% of the total assets of the Aracruz Parties on a consolidated basis as
of any date.


 


Section 8.28 Transfer
of Barra do Riacho Plants. Aracruz Celulose and Alicia shall, in each case
as promptly as practicable after the date hereof (and in no event more than
ninety (90) days after the Closing Date), obtain all consents, authorizations
and approvals of any Governmental Authority required in connection with the
transfer of the Barra do Riacho Plants from Aracruz Celulose and Alicia and
take any and all actions necessary to complete the transfer of the Barra do
Riacho Plants to Alicia (such transfer, the “Barra do Riacho Transfer”).


 


84

















 


Section 8.29         BNDES
Release. Aracruz Celulose shall as promptly as practicable after the date hereof
and in no event no later than the Closing Date, obtain all consents,
authorizations and approvals of any Governmental Authority required in
connection with the BNDES Release and take any and all actions necessary to
complete the BNDES Release.


 


ARTICLE IX 

EVENTS OF DEFAULT


 


Section 9.1           Events
of Default. Each of the following events is herein called an “Event of
Default”:


 


(a)             (i) any payment of any principal on the Loans or
the Notes shall not be paid in full when due or (ii) any Obligor shall
fail to pay in full for five (5) Business Days or more any interest, fee
or any other amount (except any amount referred to in clause (a)(i) or
clause (d)(i) below) whatsoever payable (or to be deposited) under the
Loan Documents (including amounts payable pursuant to Section 4.5(c));


 


(b)            any representation, warranty or certification made or
deemed made herein or in any other Loan Document (or in any modification or
supplement hereto or thereto) by any Obligor, or in any certificate furnished
to any Lender or any Agent pursuant to the provisions hereof or of any other
Loan Document, shall prove to have been inaccurate in any material respect as
of the time made or deemed made;


 


(c)             any Aracruz Party or Veracel shall (i) fail to pay
any Debt when due or, as the case may be, within the grace period, if any,
provided in the instrument or agreement under which such Debt was created, (ii) default
in the observance or performance of any agreement or condition relating to any
Debt (other than the Debt referred to in clause (a)) or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other
event or condition is to cause or to permit the holder or holders of such Debt
(or a trustee or agent on behalf of such holder or holders) to cause, any Debt
to become due prior to its stated maturity and such default shall not have been
cured or waived, or (iii) any Debt (other than the Debt referred to in
clause (a)) of any Aracruz Party shall be declared to be due and payable prior
to the stated maturity thereof; provided that the amount of any instrument
evidencing such Debt described in subclauses (i), (ii) or (iii) individually
or in the aggregate, equals at least U.S.$25,000,000 or more (or its
equivalent).


 


(d)            (i) any Obligor shall default in the observance or
performance of any of its obligations under any of Section 5.5(f), Section 5.6(c),
Section 8.1(a), Section 8.1(e), Section 8.4(e), Section 8.4(f),
Section 8.4(g), Section 8.4(h), Section 8.5, Section 8.6, Section 8.7,
Section 8.10, Section 8.12, Section 8.16, Section 8.18, Section 8.19,
Section 8.20, Section 8.21, Section 8.22 or Section 8.25; (ii) any
Obligor shall default for a period of five (5) days or more, after
receiving notice from any Lender Party, in the observance or performance of any
of its obligations under Section 8.4(d); (iii) the Obligors shall
default for a period of thirty (30) or more days in the observance of Section 8.14
or Section 8.15; or (iv) any Obligor shall default for a period of 30
days or more, after receiving notice from any Lender Party, in the observance
or performance of any of its other obligations under this Agreement or any
other Loan Document;


 


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(e) any Material
Aracruz Party or Veracel shall admit in writing its inability to, or be
generally unable to, pay its debts as such debts become due;


 


(f) any Material
Aracruz Party or Veracel shall: (i) apply for or consent to the appointment
of, or the taking of possession by, a receiver, custodian, trustee, examiner,
administrator, liquidator or similar Person of itself or of all or any
substantial part of its Property; (ii) make a general assignment for the
benefit of its creditors; (iii) file a petition seeking to take advantage
of any Applicable Law relating to bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation,
falência, dissolution,
arrangement or winding up or composition or readjustment of debts; or


 


(iv) take any corporate
action for the purpose of effecting any of the foregoing;


 


(g) a proceeding or
case shall be commenced against any Material Aracruz Party or Veracel, without
its application or consent, seeking: (i) its reorganization, liquidation,
dissolution, arrangement or winding up, or the composition or readjustment of
its debts; (ii) the appointment of a receiver, custodian, trustee,
examiner, administrator, liquidator or similar Person of it or of all or any
substantial part of its Property; or (iii) similar relief in respect of it
under any Applicable Law relating to bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation,
falência, dissolution or winding
up or composition or adjustment of debts, and such proceeding or case shall
continue undismissed, or an order, judgment or decree approving or ordering any
of the foregoing shall be entered and continue unstayed and in effect, for a
period of 60 or more days;


 


(h) one (1) or more
judgment(s), order(s), decree(s), award(s), settlement(s) and/or agreement(s) to
settle (including any relating to any arbitration) is/are rendered against any
Aracruz Party or Veracel in an amount exceeding U.S.$25 million (or its
equivalent) in the aggregate and shall remain unsatisfied, undischarged and in
effect for, a period of 45 or more days without a stay of execution, unless the
same is either: (i) adequately bonded or covered by insurance where the
surety or the insurer, as the case may be, has admitted liability in respect of
such judgment(s), order(s), decree(s), award(s), settlement(s) and/or
agreement(s) to settle or (ii) is being contested by appropriate
proceedings properly instituted and diligently conducted and, in either case,
such process is not being executed against any Property of any Aracruz Party or
Veracel;


 


(i) any Governmental
Approval at any time necessary to enable any Obligor to comply with any of its
obligations under any of the Loan Documents shall be revoked, withdrawn, withheld
or otherwise not in full force and effect and is not reinstated within the
earlier of (i) thirty (30) days or (ii) prior to the third Business
Day before the day in which it shall be required to enable the Obligors to
comply with their obligations under the Loan Documents, or shall be modified or
amended in a manner that (in the aggregate) has had or could reasonably be
expected to have a Material Adverse Effect;


 


(j) (i) any Loan
Document shall at any time be suspended, revoked or terminated or for any
reason cease to be valid and binding or in full force and effect (other than
upon expiration in accordance with the terms thereof), (ii) performance by
any Obligor of any obligation thereunder shall become unlawful, (iii) any
Obligor shall assert in writing that an obligation thereunder has become
unlawful, (iv) the validity or


 


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enforceability
thereof shall be contested by any Obligor or (v) any Lien provided for in
the Loan Documents shall cease to exist or cease to give the relevant
Collateral Agent (on behalf of the Lender Parties) a first priority perfected
security interest;


 


(k) any Governmental
Authority shall: (i) take any action to condemn, seize, nationalize,
expropriate or appropriate any Collateral or all or any substantial part of the
Property of any Material Aracruz Party or Veracel (either with or without
payment of compensation) or (ii) take any other action that: (A) in
the aggregate, has had or would reasonably be expected to have a Material
Adverse Effect or purports to render any of the Loan Documents invalid or
unenforceable or to prevent the performance or observance by any Obligor of its
obligations thereunder or (B) shall, for thirty (30) or more days, prevent
any Obligor from exercising normal control over any Collateral or any Material
Aracruz Party or Veracel from exercising normal control over all or any
substantial part of its Property;


 


(l) a Change in Control
shall occur;


 


(m) any Restated ROF
shall be modified or amended, (except as required pursuant to Section 8.16)
without the prior written consent of the Administrative Agent, acting at the
direction of the Majority Lenders, which consent shall not be unreasonably
withheld so long as such modification or amendment does not adversely affect
the interests of any Lender Parties, or shall cease to be in full force and
effect;


 


(n) for any Interest
Period, the Borrower shall fail by the deadline therefor to designate Eligible
Receivables sufficient to satisfy the Specified Coverage Ratio for such
Interest Period in accordance with Section 5.5(a) and such failure
shall remain unremedied for five (5) Business Days;


 


(o) any restriction or
requirement shall have been imposed or amended after the date hereof, whether
by Applicable Law or otherwise, which limits the acquisition or the transfer of
foreign exchange by any Obligor, and such restriction or requirement shall have
the effect of preventing any Obligor from performing in any material respect
its material obligations under this Agreement, or under any other Loan
Document, including, without limitation, all payment obligations in U.S.
Dollars;


 


(p) during any period
in which the obligations of any Eligible Offtaker with respect to any
Designated Receivables used to satisfy the Specified Coverage Ratio payable by
such Eligible Offtaker are covered by the Credit Insurance Policy, the Credit
Insurance Policy shall cease to be in full force and effect for a period of
thirty (30) days; provided, however, that
the Obligors may deliver to the Administrative Agent, as a substitute for the
Credit Insurance Policy, within such 30-day period, one or more letters of
credit issued by an Eligible Financial Institution covering in full the
obligations of the Eligible Offtakers previously covered by the Credit
Insurance Policy, and such substitution shall not constitute an Event of
Default under this clause (p); and


 


(q) the Barra do Riacho
Transfer has not been consummated on or prior to the date that is ninety (90)
days following the Closing Date.


 


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If
an Event of Default exists, then the Administrative Agent shall, upon the
request of the Majority Lenders: (A) by notice to the Obligors, declare: (1) the
Commitments to be terminated immediately, whereupon the Commitments shall
immediately terminate, and (2) the principal amount then outstanding of,
and the accrued interest on, the Loans and the Notes and all other amounts
payable by the Obligors under the Loan Documents (including any amounts payable
under Section 4.4) to be immediately due and payable, whereupon such
amounts shall be immediately due and payable without presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly
waived by the Obligors; provided that
in the case of an Event of Default of the kind referred to in clause (e), (f) or
(g), the Commitments shall automatically terminate and all amounts payable
under the Loan Documents shall automatically become immediately due and
payable, without any further action by or notice to any Person, and/or (B) exercise
and/or direct the Collateral Agents to exercise (and provide the Collateral
Agents with any documents in the Administrative Agent’s possession necessary
for the Collateral Agents to exercise) any and all remedies under the Loan
Documents and under Applicable Law and in equity available to the
Administrative Agent, the Collateral Agents and the Lenders or take any actions
with respect to the exercise of such remedies.


 


ARTICLE X 

THE AGENTS


 


Section 10.1         Appointment,
Powers and Immunities. (a) Each Lender hereby appoints and authorizes
each of the Agents to act as its agent hereunder and (as applicable) under the
other Loan Documents to which such Agent is a party with such powers as are
specifically delegated to such Agent by the terms of this Agreement and (as
applicable) the other Loan Documents to which such Agent is a party and no
implied duties or responsibilities shall be read into this Agreement against
the Agents, together with such other powers as are reasonably incidental
thereto. Each Agent (which term as used in this sentence and in Section 10.5
shall include reference to its Affiliates and its own and its Affiliates’
officers, directors, employees, representatives and agents):


 


(i)               shall have no duties or responsibilities except those
expressly set forth in the Loan Documents to which such Agent is a party and
shall not by reason of this Agreement or any other Loan Document be a trustee
or fiduciary for any Lender Party,


 


(ii)              shall not be responsible to the Lender Parties for any
recitals, statements, representations or warranties contained in any Loan
Document, or in any certificate or other document referred to or provided for
in, or received by any of them under, any Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of the
Rights or any Loan Document or any other document referred to or provided for
herein or for any failure by any Obligor to perform any of its obligations
hereunder or thereunder,


 


(iii)             shall not be required to initiate or conduct any
litigation or collection proceedings under any Loan Document,


 


(iv)             shall not be responsible for any action taken or omitted
to be taken by it hereunder or under any other document referred to or provided
for herein or in connection herewith, except for its own gross negligence or
willful misconduct,


 


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(v)              shall not be bound to make any investigation into the
facts or matters stated in any certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order or other paper or document,


 


(vi)             shall not be responsible or liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether such
Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action, and


 


(vii)            in no event shall any Agent be responsible or liable for
any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood that each Agent shall
use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances.


 


Each
Agent may employ agents and attorneys-in-fact and shall not be responsible for
the negligence or misconduct of or for the supervision of any such agents or
attorneys-in-fact that were selected by it in good faith. Each Agent shall as
soon as practicable provide the Lenders with all information and copies of all
notices which are given to it and which by the terms of this Agreement are to be
provided or given to the Lenders.


 


(b) Before
any Agent acts or refrains from acting, it may require an officer’s certificate
from any Obligor and/or an opinion of counsel satisfactory to such Agent with
respect to the proposed action or inaction. No Agent shall be liable for any
action it takes or omits to take in good faith in reliance upon such
certificate or opinion. Whenever in the administration of the Loan Documents to
which such Agent is a party, such Agent shall deem it necessary or desirable
that a matter be provided or established before taking or suffering or omitting
to take any act under any Loan Document to which such Agent is a party, such
matter (unless other evidence in respect thereof is herein specifically
prescribed) may, in the absence of gross negligence or bad faith on the part of
such Agent, be deemed to be conclusively proved and established by an officers’
certificate delivered to such Agent, and such certificate, in the absence of
gross negligence or bad faith on the part of such Agent, shall be full warrant
to such Agent for any action taken, suffered or omitted to be taken by it under
the Loan Documents upon the faith thereof.


 


(c) Any
Person: (i) into which any Agent may be merged or consolidated or (ii) that
may result from any merger, conversion or consolidation to which any Agent
shall be a party shall (if such Agent is not the surviving entity) be the
successor of such Agent without the execution or filing of any instrument or
any further act on the part of any of the parties hereto.


 


Section 10.2 Reliance
by the Agents. Each Agent shall be entitled to rely conclusively upon any
certification, notice or other communication (including any thereof by
facsimile) reasonably believed by it to be genuine and correct and to have been
signed or sent by or on behalf of the appropriate Person(s), and upon advice
and statements of legal counsel and other


 


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experts
selected by such Agent. As to any matters not expressly provided for in the
Loan Documents, the Collateral Agents shall be fully protected in relying upon
the Administrative Agent’s written instruction and the Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
thereunder in accordance with written instructions given by the Majority
Lenders, and such written instructions of the Majority Lenders and any action
taken or failure to act pursuant thereto shall be binding upon all of the
Lender Parties.


 


Section 10.3
Defaults. No Agent shall be deemed to have knowledge or notice of the
occurrence of a Default unless it has received written notice from a Lender or
an Obligor specifying such Default and stating that such notice is a “Notice
of Default.” If any Agent receives such a notice, then it shall give prompt
notice thereof to the Lenders, the Borrower (if such notice is received from a
Lender) and the other Agents. Any determination of the existence of a Default
or Event of Default shall be made solely by the Majority Lenders. The
Administrative Agent and the Collateral Agents shall (subject to Section 10.7)
take such action with respect to any such Default as shall be directed by the
Majority Lenders and the Administrative Agent, respectively; provided that unless and until any Agent
shall have received such directions, it may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default (i) in the case of the Administrative Agent, as it shall deem
advisable in the best interest of the Lender Parties except to the extent that
the Loan Documents expressly require that such action be taken, or not be
taken, only with the consent or upon the authorization of the Majority Lenders
or all of the Lenders and (ii) in the case of the Collateral Agents, as
directed by the Administrative Agent in writing.


 


Section 10.4
Rights as a Lender. With respect to any Commitment and Loan made or any
Note held by it, Deutsche Bank AG (and any successor or Affiliate acting as an
Agent) in its capacity as a Lender hereunder shall have the same rights and
powers as any other Lender and may exercise the same as though its Affiliate,
Deutsche Bank Trust Company Americas (or any successor acting as Agent) were
not acting as an Agent, and the term “Lender” shall, unless the context
otherwise indicates, include Deutsche Bank AG in its individual capacity.
Deutsche Bank AG and its Affiliates may (without having to account therefor to
any Lender) accept deposits from, lend money to, make investments in and
generally engage in any kind of banking, trust or other business with any
Obligor, any Eligible Offtaker, any Eligible Financial Institution and any
Affiliate of any thereof as if its Affiliate were not acting as an Agent, and
Deutsche Bank AG (and any such successor) and its Affiliates may accept fees
and other consideration from any such Person(s) for services in connection
with this Agreement or otherwise without having to account for the same to the
Lenders.


 


Section 10.5
Indemnification. The Lenders agree to indemnify each Agent (to the
extent not reimbursed under Section 12.4, but without limiting the
obligations of the Obligors under Section 12.4) ratably in accordance with
the aggregate principal amount of the Loans held by the Lenders (or, if no
Loans are at the time outstanding, ratably in accordance with their respective
Commitments) (in each case determined at the time such indemnity is sought),
for any and all losses, liabilities, claims, obligations, damages or expenses
(including the fees and disbursements of counsel) incurred by it arising out of
or by reason of any investigation, litigation, arbitration or other proceeding
(including any threatened investigation, arbitration or other proceeding) in
any way relating to or arising out of this Agreement or any other Loan
Documents to which such Agent is a party or the transactions contemplated
hereby (including the costs and expenses that the Obligors are obligated to pay
under Section 12.4) or the enforcement


 


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of
any of the terms hereof or of any such other documents; provided that no Lender shall be liable to
any Agent for any of the foregoing to the extent that it arises from the gross
negligence or willful misconduct of such Agent as determined by a final,
nonappealable judgment by a court of competent jurisdiction. In no event shall
any Lender be liable to any Agent or the Lender for any punitive or
consequential damages in connection with any of the Loan Documents. The
obligations of the Lenders under this Section 10.5 shall survive the
termination of this Agreement, the repayment of the Loans and/or the earlier
resignation or removal of an Agent.


 


Section 10.6
Non-Reliance upon the Agents and Other Lenders. Each Lender agrees that
it has, independently and without reliance upon any Agent or any other Lender,
and based upon such documents and information as it has deemed appropriate,
made its own credit analysis of the Obligors and decision to become a Lender
and that it will, independently and without reliance upon any Agent or any
other Lender, and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement and the other Loan Documents.
No Agent shall be required to keep itself informed as to the performance or
observance by any Obligor of this Agreement, any other Loan Document or any
other document referred to or provided for herein or to inspect the Properties
or books of any Obligor. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by any Agent
under the Loan Documents to which such Agent is a party, such Agent shall have
no duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of any
Obligor that may come into the possession of such Agent or any of its
Affiliates.


 


Section 10.7
Failure to Act. Except for any action expressly required of an Agent
under a Loan Document to which such Agent is a party, it shall in all cases be
fully justified in failing or refusing to act under the Loan Documents unless
it shall receive further assurances to its satisfaction from the Lenders of
their indemnification obligations under Section 10.5 against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. No provision of any Loan Document shall
require any Agent to take any action that it reasonably believes to be contrary
to Applicable Law or any Loan Document to which it is a party or to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties thereunder or in the exercise of any of its rights or powers.
Notwithstanding the foregoing, neither of the Collateral Agents shall be
obligated to exercise discretion hereunder but shall at all times follow the
written instructions of the Administrative Agent or the Borrower, as the case
may be.


 


Section 10.8
Resignation or Removal of the Agents. Subject to the appointment and
acceptance of a successor Agent as provided below, each Agent may, upon thirty
(30) days’ prior notice, resign at any time by giving notice thereof to the
Lenders and the Obligors, and each Agent may, upon thirty (30) days’ prior
notice, be removed at any time with or without cause by the Majority Lenders.
Upon any such resignation or removal, the Required Lenders (if no Default or
Event of Default then exists, with the written consent of the Borrower, which
consent shall not be unreasonably withheld or delayed) shall have the right to
appoint a successor Administrative Agent or Collateral Agent, as the case may
be. If no successor Administrative Agent or Collateral Agent, as the case may
be, shall have been so appointed and shall have accepted such appointment
within thirty (30) days after the relevant existing Agent’s giving of notice of
resignation or the Majority Lenders’ election to remove such existing Agent,
then such


 


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existing
Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be
a bank that has a combined capital and surplus of at least U.S.$500,000,000 (or
its equivalent), or petition any court of competent jurisdiction for the
appointment of a successor Agent. Upon the acceptance of any appointment as the
Administrative Agent or Collateral Agent, as the case may be, hereunder by a
successor, such successor shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of such existing Agent, and such
existing Agent shall be discharged from its duties and obligations hereunder:
After any Agent’s resignation or removal hereunder, the provisions of this Article shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as Agent.


 


Section 10.9
Limitation on Duty of Collateral Agents in Respect of Collateral. (a) Beyond
the exercise of reasonable care in the custody thereof, the Collateral Agents
shall have no duty as to any Collateral in its possession or control or in the
possession or control of any agent or bailee or any income thereon or as to
preservation of rights against prior parties or any other rights pertaining
thereto and the Collateral Agents shall not be responsible for filing any
financing or continuation statements or recording any documents or instruments
in any public office at any time or times or otherwise perfecting or
maintaining the perfection of any security interest in the Collateral. The
Collateral Agents shall be deemed to have exercised reasonable care in the
custody of the Collateral in their possession if the Collateral is accorded
treatment substantially equal to that which they accord their own property and
shall not be liable or responsible for any loss or diminution in the value of
any of the Collateral, by reason of the act or omission of any carrier,
forwarding agency or other agent or bailee selected by the Collateral Agents in
good faith.


 


(b) Neither Collateral Agent shall be
responsible for the existence, genuineness or value of any of the Collateral or
for the validity, perfection, priority or enforceability of the Liens in any of
the Collateral, whether impaired by operation of law or by reason of any action
or omission to act on its part hereunder, except to the extent such action or
omission constitutes gross negligence, bad faith or willful misconduct on the
part of such Collateral Agent, for the validity or sufficiency of the
Collateral or any agreement or assignment contained therein, for the validity
of the title to the Collateral, for insuring the Collateral or for the payment
of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to
the maintenance of the Collateral.


 


Section 10.10
Appointment of Collateral Agent. (a) Notwithstanding any other
provisions of this Agreement, at any time, for the purpose of meeting any legal
requirement of any jurisdiction in which any Collateral may at the time be
located and for purposes of enforcement, either Collateral Agent shall have the
power and may execute and deliver all instruments to appoint one (1) or
more Persons to act as its agent of the Lenders of all or any part of the
relevant Collateral, and to vest in such Person or Persons, in such capacity
and for the benefit or on behalf of the Lenders, such title to the Collateral,
or any part thereof, and such powers, duties, obligations, rights and trusts as
such Collateral Agent may consider necessary or desirable, provided that the appointment of such
agent shall be subject to the approval of the Majority Lenders, which approval
shall not be unreasonably withheld, and provided
further,  that any such
agent shall agree to be liable to the Lenders to the extent such Collateral
Agent is so liable pursuant to this Agreement.


 


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(b) All rights and powers, conferred or imposed
upon either Collateral Agent may be conferred or imposed upon and may be
exercised or performed by an agent.


 


(c) Any notice, request or other writing given
to either Collateral Agent shall be deemed to have been given to each of the
agents of such Collateral Agent as effectively as if given to each such agent.
Every instrument appointing any agents shall refer to this Agreement.


 


(d) Any agent of either Collateral Agent may at
any time appoint such Collateral Agent as its agent or attorney in fact with
full power and authority, to the extent not prohibited by law, to do any lawful
act under or in respect of this Agreement on its behalf and in its name.


 


(e) Neither Collateral Agent shall be
responsible for any willful misconduct or negligence on the part of any agent
appointed by such Collateral Agent with due care and in good faith pursuant to
this Section.


 


ARTICLE XI 

GUARANTEE


 


Section 11.1
Guarantee. (a) For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the Guarantors hereby
unconditionally and irrevocably, jointly and severally, guarantees the full and
punctual payment of (x) Obligations, (y) all interest (including any
interest that accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of the Borrower
(or would accrue but for the operation of applicable bankruptcy or insolvency
laws, whether or not such interest is allowed or allowable as a claim in any
such proceedings) on the Loans and (z) performance of all obligations (of
any nature whatsoever) of the Borrower under the Loan Documents (each of
clauses (x), (y) and (z), collectively, the “Guaranteed Obligations”),
as primary obligor and not merely as surety and with respect to all such
obligations howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to
become due. This is a guarantee of payment and not merely of collection. If the
Borrower fails to pay any Obligation punctually when due, each Guarantor agrees
that it will forthwith on demand pay the amount not so paid at the place and in
the manner specified in this Agreement, which shall apply to each Guarantor in
making payments hereunder as fully as though such Guarantor were the “Borrower”
in making payments hereunder.


 


(b) All payments made by the Guarantors under
this Article XI shall be payable in the manner required for payments by
the Borrower hereunder, including: (i) the obligation to make all such
payments free and clear of, and without deduction for, any Taxes (including
withholding taxes), (ii) the obligation to pay interest at the Default
Rate and (iii) the obligation to pay all amounts due under the Loans and
the Notes in U.S. Dollars.


 


Section 11.2
Guarantee Unconditional. The obligations of each Guarantor under this Article XI
shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:


 


(a) any extension, renewal, settlement,
compromise, waiver or release in respect of any obligation(s) of any other
Obligor under the Loan Documents and/or any Commitment(s) under the Loan
Documents, by operation of law or otherwise,


 


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(b) any modification or amendment of or
supplement to this Agreement or any other Loan Document,


 


(c) any release, impairment, non-perfection or
invalidity of any direct or indirect security for any obligation of the
Borrower, any other Guarantor or any other Person under any Loan Document,


 


(d) any change in the corporate existence,
structure or ownership of any other Obligor or any other Person, or any
insolvency, bankruptcy, reorganization, recuperação
judicial, recuperação extrajudicial, falência or other similar
proceeding affecting any other Obligor or any other Person or any of their
assets or any resulting release or discharge of any obligation of any other
Obligor or any other Person under any Loan Document,


 


(e) the existence of any claim, set-off or
other rights that any Guarantor may have at any time against any other Obligor,
any Agent, any other Lender Party or any other Person, whether in connection
herewith or with any unrelated transactions,


 


(f) any invalidity or unenforceability relating
to or against any other Obligor, for any reason of any Loan Document, or any
provision of Applicable Law purporting to prohibit the performance by any other
Obligor of any of such Obligor’s obligations under the Loan Documents, or


 


(g) any other act or omission to act or delay
of any kind by any other Obligor, any Agent, any other Lender Party or any
other Person or any other circumstance whatsoever that might, but for the
provisions of this Section, constitute a legal or equitable discharge of the
obligations of such Obligor under the Loan Documents.


 


Section 11.3
Discharge Only Upon Payment in Full; Reinstatement In Certain Circumstances.
The obligations of each Guarantor hereunder shall remain in full force and
effect until all of the payment and performance obligations of the Borrower
under the Loan Documents shall have been paid or otherwise performed in full
and all of the Commitments shall have terminated. If at any time any payment
made under this Agreement or any other Loan Document is rescinded or must
otherwise be restored or returned upon the insolvency, bankruptcy,
reorganization, recuperação judicial,
recuperação extrajudicial, falência or similar event of the Borrower
or any other Person or otherwise, then the obligations of each Guarantor
hereunder with respect to such payment shall be reinstated at such time as
though such payment had been due but not made at such time.


 


Section 11.4
Waiver. Each Guarantor hereby irrevocably and unconditionally waives, to
the fullest extent permitted by Applicable Law: (a) notice of acceptance
of the Guarantee provided in this Article XI and notice of any liability
to which this Guarantee may apply; (b) all notices that may be required by
Applicable Law or otherwise to preserve intact any rights of any Lender Party
against the Borrower, including any demand, presentment, protest, proof of
notice of non-payment, notice, of any failure on the part of the Borrower to
perform and comply with any covenant, agreement, term, condition or provision
of any agreement and any other notice to any other party that may be liable in
respect of the obligations Guaranteed hereby (including the Borrower) except
any of the foregoing as may be expressly required hereunder; (c) any right
to the enforcement, assertion or exercise by any Lender Party of any right,
power, privilege or


 


94

















 


remedy
conferred upon such Person under the Loan Documents or otherwise; (d) any
requirement that any Lender Party exhaust any right, power, privilege or
remedy, or mitigate any damages resulting from a default, under any Loan
Document, or proceed to take any action against any Rights or against the
Borrower or any other Person under or in respect of any Loan Document or
otherwise, or protect, secure, perfect or ensure any Lien on any Rights; and (e) the
benefit of Articles 366, 821, 827, 829, 830, 834, 835, 837, 838 and 839 of the
Brazilian Civil Code, and Articles 77 and 595 of the Brazilian Civil Procedure
Code.


 


Section 11.5
Subrogation. Upon making a payment under this Article, each Guarantor
shall be subrogated to the rights of the payee against the Borrower, as the
case may be, with respect to such obligation; provided
that the rights of each subrogated Guarantor will be subordinated to
the rights of any Lender under the Credit Documents and each Guarantor hereby
expressly, irrevocably and unconditionally waives in favor of the Lenders (but
not in favor of any other creditors) any claims that it may have or hereafter
acquire that arises from the existence, payment, performance or enforcement of
such Guarantee, including any right of subrogation, indemnification,
reimbursement or exoneration, and shall not exercise any other right against
the Borrower or by reason of contribution against any other Guarantor (or
otherwise benefit from any payment or other transfer arising from any such
right), in each case, for so long as any payment obligations (other than
on-going but not yet incurred indemnity obligations) of the Borrower remain
unpaid and/or unsatisfied under the Loan Documents.


 


Section 11.6
Stay of Acceleration. If acceleration of the time for payment of any
amounts payable under the Loan Documents is stayed due to any event described
in Section 9.1(e), Section 9.1(f), or Section 9.1(g), then all
such amounts otherwise subject to acceleration under this Agreement shall
nonetheless be payable by each Guarantor hereunder immediately upon demand by
the Administrative Agent.


 


ARTICLE XII 

MISCELLANEOUS


 


Section 12.1
Waiver. No failure on the part of any Agent or any other Lender Party to
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege under any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under any Loan Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The remedies
provided in the Loan Documents are cumulative and not exclusive of any other
remedies provided by Applicable Law.


 


Section 12.2
Waiver of Security, Performance Bond, Etc. To the extent that any
Obligor may be entitled to the benefit of any provision of Applicable Law
requiring any Lender Party in any suit, action or proceeding brought in a court
of Brazil or other jurisdiction arising out of or in connection with this
Agreement, the Loans, the Notes, any of the other Loan Documents or any of the
transactions contemplated hereby or thereby, to post security for litigation
costs or otherwise post a performance bond or guarantee or to take any similar
action, each of the Obligors hereby irrevocably waives such benefit, in each
case to the fullest extent now or hereafter permitted under the laws of Brazil
or any such other jurisdiction.


 


95

















 


Section 12.3
Notices. All notices, requests, instructions, directions and other
communications provided for herein (including any modifications of, or waivers,
requests, consents or demands under, this Agreement or any other Loan Document)
shall be given or made in writing (including by facsimile or electronic
communication) delivered to the intended recipient as follows:


 


	
  If
  to the Borrower

  	
  Aracruz
  Trading International Ltd.

  
	
   

  	
  Attn:
  Managing Director

  
	
   

  	
  2161
  Csomád, Akácos út 10-11, Hungary

  
	
   

  	
  Facsimile
  No.: +36 28 566 575

  
	
   

  	
  Telephone
  No.: +36 28 566 576

  
	
   

  	
   

  
	
  with a copy to:    

  	
  Aracruz
  Celulose (at the notice address set forth below).

  
	
   

  	
   

  
	
  If
  to the Guarantors

  	
  Aracruz
  Celulose S.A.

  
	
   

  	
  Attn:
  Chief Financial Officer, with a copy to 

  
	
   

  	
  General
  Counsel

  
	
   

  	
  Av. Brigadeiro Faria Lima, no 2277, 4o andar 

  
	
   

  	
  Jardim Paulistano

  
	
   

  	
  01452-000
  - São Paulo - SP

  
	
   

  	
  Brazil

  
	
   

  	
  Facsimile
  No.: +55 11 3301 4202

  
	
   

  	
  Telephone
  No.: +55 11 3301 4111

  
	
   

  	
   

  
	
  If
  to the Administrative

  	
  Deutsche
  Bank Trust Company Americas

  
	
  Agent

  	
  Trust &
  Securities Services

  
	
   

  	
  60
  Wall Street

  
	
   

  	
  Mailstop:
  NYC60-2710

  
	
   

  	
  New
  York, NY 10005

  
	
   

  	
   

  
	
   

  	
  Attention:
  Project Finance Team Deal Manager - Aracruz

  
	
   

  	
  Facsimile:
  + 1 732-578-4636

  
	
   

  	
   

  
	
  If
  to the U.S. Collateral

  	
  The
  Bank of New York Mellon

  
	
  Agent

  	
  101
  Barclay Street - 4E

  
	
   

  	
  New
  York, NY 10286

  
	
   

  	
  Attention:
  Marcia Nascimento, Assistant Vice President - Relationship Manager,

  
	
   

  	
  International
  Corporate Trust

  
	
   

  	
  Facsimile:
  +1 212-815-5802

  
	
   

  	
  Telephone:
  +1 212-815-4991

  



 


96

















 


	
  If
  to the Brazil Collateral

  	
  BNY
  Mellon Serviços Financeiros

  
	
  Agent

  	
  Distribuidora de Títulos e Valores
  Mobiliários S.A.

  
	
   

  	
  Av.
  Pres. Juscelino Kubitschek 1.455, 6o andar

  
	
   

  	
  04543-011
  São Paulo, SP Brazil

  
	
   

  	
  Attention:
  Soraya Lysenko

  
	
   

  	
  Telephone:
  +55 11 3050-8370

  
	
   

  	
  Fax:
  +55 11 3050-8002

  
	
   

  	
   

  
	
  If
  to any Lender

  	
  To
  its address for notices specified on Annex 2 to this Agreement

  



 


Except
as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when personally delivered or, in the case of a
facsimile, electronic communication or mailed notice, upon receipt, in each
case given or addressed as aforesaid. Any party hereto may change its address
or facsimile number for notices and other communications hereunder by notice to
the other parties hereto (or, in the case of any such change by a Lender, by
notice to the Administrative Agent).


 


Any
agreement herein of the Agents and Lenders to receive certain notices by
telephone, facsimile or other unsigned method is solely for the convenience and
at the request of the Obligors. The Agents and Lenders shall (absent gross
negligence or bad faith) be entitled to rely upon the authority of any Person
purporting to be authorized by the Obligors to give any such notice and the
Agents and Lenders shall not have any liability to the Obligors or any other
Person on account of any action taken or not taken by the Agents and/or Lenders
in reliance upon any such notice.


 


Each
of the Obligors hereby agrees, unless directed otherwise by the Administrative
Agent or unless the electronic mail address referred to below has not been
provided by the Administrative Agent to such Obligor, that it will provide to
the Administrative Agent all information, documents and other materials that it
is obligated to furnish to the Administrative Agent pursuant to the Loan
Documents or to the Lenders under Article VIII, including all notices,
requests, financial statements, financial and other reports, certificates and
other information materials, but excluding any such communication that (i) is
or relates to the Borrowing Request, (ii) relates to the payment of any
principal or other amount due under this Agreement prior to the scheduled date
therefor or (iii) provides notice of any Default or Event of Default under
this Agreement or any other Loan Document (all such non-excluded communications
being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium that is properly
identified in a format acceptable to the Administrative Agent to an electronic
mail address as directed by the Administrative Agent. In addition, the Obligors
agree to continue to provide the Communications to the Administrative Agent or
the Lenders, as the case may be, in the manner specified in the Loan Documents
but only to the extent requested by the Administrative Agent or the Majority
Lenders.


 


Each
Obligor hereby acknowledges that the Administrative Agent may make available to
the Lenders materials and/or information provided by or on behalf of the Lender
Parties hereunder (collectively, the “Obligor Materials”) by posting the
Obligor Materials on Intralinks


 


97

















 


or
another similar electronic system (the “Platform”). All such Obligor
Materials shall be deemed to contain material, non-public information unless
otherwise specified by such Obligor.


 


Section 12.4
Expenses; Indemnity. (a) The Obligors hereby agree, on a joint and
several basis, to pay or reimburse from time to time upon request: (i) the
reasonable and documented fees, charges and disbursements of the Advisors in
connection with the preparation of the Loan Documents including, without
limitation, all collateral review, search, filing, recording fees, printing,
reproduction, document production and delivery, communication, travel and due
diligence costs incurred in connection with: (A) the negotiation,
preparation, review, translation, execution and delivery of this Agreement and
the other Loan Documents and the documents and instruments prepared in
connection herewith or in anticipation hereof and (B) the negotiation or
preparation of any modification, amendment, supplement or waiver of any of the
terms of this Agreement and the other Loan Documents (whether or not
consummated), (ii) all reasonable and documented fees and out of pocket
expenses incurred by any Advisor in connection with the preparation or
implementation of the Closing (including, without limitation, the perfection of
the Collateral), (iii) the Agents for all of their fees and out-of-pocket
expenses as provided in the Fee Letters, and (iv) the Agents and each of
the Lenders for all of their reasonable and documented out-of-pocket costs and
expenses (including the reasonable fees and expenses of legal counsel) in
connection with (A) the administration of this Agreement and the Loan
Documents, the enforcement of the Collateral, any enforcement or collection
proceedings resulting from the occurrence of an Event of Default, whether in
any action, suit or litigation, or any bankruptcy, insolvency or other similar
proceedings affecting creditors’ rights generally, and (B) the negotiation
or preparation of any modification, amendment, supplement or waiver of any of
the terms of this Agreement and the other Loan Documents (whether or not
consummated); provided that the
payment of any fees or expenses of any Advisor by the Obligors pursuant to
clauses (a)(i) and (a)(ii) of this Section 12.4 shall be made in
accordance with the Advisor Fee Letters.


 


(b) The Obligors hereby agree, on a joint and
several basis, to indemnify each Lender Party, each of its Affiliates and its
and their respective directors, officers, employees, representatives, attorneys
and agents (each an “indemnified person”) from, and hold each of them
harmless against, any and all losses, liabilities, obligations, penalties,
actions, judgments, suits, costs, claims, damages, disbursements or expenses
(including, without limitation, any Environmental Claim) incurred by any of
them as a result of, or arising out of, or in any way related to, or by reason
of any investigation, litigation, arbitration or other proceeding (whether or
not the indemnified person is a party thereto) (including any threatened
investigation, litigation, arbitration or other proceeding) relating to the
Loan Documents and/or the use or proposed use by the Borrower of the proceeds
of the Loans or the consummation of any transactions contemplated herein or in
any other Loan Document, including the reasonable and documented fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceedings (but excluding any such losses, liabilities,
claims, damages or expenses incurred with respect to Taxes (for which a
separate indemnity is provided in Section 4.5(b)) or by reason of the
gross negligence or willful misconduct of the Person to be indemnified, as
determined by a final, nonappealable judgment by a court of competent
jurisdiction). In no event shall any Obligor or any Lender Party be liable to
any Person for any punitive or consequential damages in connection with any of
the Loan Documents, except that the Obligors shall indemnify the Lender Parties
for any punitive or consequential damages


 


98

















 


which
are incurred by any Lender Party in connection with any third-party judgment
imposed on such Lender Party in accordance with the immediately preceding
sentence.


 


(c) To the extent that any undertaking in
clause (b) may be unenforceable if it would violate any Applicable Law or
public policy, the Obligors shall contribute the maximum portion that it is
permitted to pay and satisfy under Applicable Law to the payment and
satisfaction of such undertaking.


 


(d) All amounts payable or indemnifiable under
this Article XII shall be immediately due and payable on demand. All
amounts paid and costs incurred by any Lender Party in respect to any matter
payable or indemnifiable under this Section shall, if not so paid or
reimbursed by the Obligors before the date that is fifteen (15) Business Days
after the date on which the Obligors were requested in writing to make such
payment, be an Event of Default and bear interest from the date of such request
at the Default Rate. The provisions of, and the obligations of the Obligors
under, this Section 12.4 shall survive the termination of this Agreement.


 


Section 12.5
Benefit of Agreement. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto, provided that,
except as otherwise set forth in this Agreement, none of the Obligors may
assign or transfer any of their rights or obligations hereunder without the
prior written consent of the Administrative Agent and each of the Lenders (and
any attempted assignment or transfer by the Borrower without such prior written
consent shall be null and void ab initio).


 


Section 12.6
Amendments, Etc. Except as otherwise expressly provided in this
Agreement and subject to Section 12.25, no amendment or waiver of any
provision of this Agreement and (except as specifically provided therein) any
other Loan Document, nor consent to any departure by any Obligor therefrom,
shall in any event become effective unless the same shall be in writing and
signed by the applicable Obligor(s), the Administrative Agent and the Majority
Lenders (or the applicable Collateral Agent upon the written instruction of the
Majority Lenders); provided that:


 


(a) no amendment, supplement or waiver, unless
by an instrument signed by all Lenders shall: (i) increase, extend the
term of or reinstate the Commitments (except pursuant to a Facility Increase
Amendment in accordance with Section 2.1(b)), (ii) extend the date
fixed (or the currency) for the payment of principal of or interest on any
Loans or any fee payable to the Lenders under the Loan Documents, (iii) reduce
the amount of any payment of principal or any amount payable by any Obligor
under any Loan Document or (iv) reduce the rate at which interest is
payable thereon or any fee is payable to the Lenders under the Loan Documents.


 


(b) no amendment, supplement or waiver, unless
by an instrument signed by all Lenders shall: (i) alter the terms of Section 3.6
or Section 3.9(b) or the terms of this Section 12.6 (or otherwise
alter the pro rata treatment of the Lenders), (ii) release all or any
portion of the Rights or the Collateral (except as expressly otherwise provided
in the Loan Documents), (iii) release any Obligor from any payment
obligation or indemnity under any Loan Document or the Guarantors from their
respective Guarantees hereunder or modify any of the defined terms included
therein, or (iv) modify the definition of the term “Majority Lenders” or “Required
Lenders” or modify in any other manner the number or percentage of the Lenders


 


99

















 


required
to make any determinations or waive any rights under the Loan Documents or to
modify any provision thereof;


 


(c) no amendment, supplement or waiver, unless
by an instrument signed by the Required Lenders shall release any Obligor from
any obligation under Section 8.12;


 


(d) any modification or supplement of Article X,
or of any of the rights or duties of an Agent under the Loan Documents, shall
also require the consent of such Agent;


 


(e) any modifications, supplements or waivers
of the Fee Letters shall be entered into solely by the parties thereto (it being
understood that no other Person shall have any rights with
respect thereto, including to receive a copy thereof); and


 


(f) the Administrative Agent may, with the
consent of the Obligors only, amend, modify or supplement this Agreement to add
any additional Guarantor pursuant to Section 8.25.


 


Notwithstanding
anything to the contrary contained herein, each Lender agrees that neither the
consent of the Majority Lenders nor the consent of any Lender individually
shall be required in connection with the execution of one or more Facility
Increase Amendments in order to implement the addition of Loans by Additional
Lenders as contemplated in Section 2.1(b). No Obligor (nor any other
Person on their behalf) shall directly or indirectly pay or cause to be paid
any remuneration in any manner whatsoever to any Lender as consideration for or
as an inducement to the entering into by such Lender of any waiver or amendment
of any of the Loan Documents unless such remuneration is concurrently paid
ratably to each Lender even if any such Lender is not required to or did not
consent to such waiver or amendment.


 


Section 12.7
Third Party Beneficiaries. This Agreement is made and entered into for
the sole protection and legal benefit of the parties hereto, the Lender Parties
and their permitted successors and assigns and, to the extent provided herein,
the Affiliates of the Lender Parties, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action
or claim in connection with, this Agreement.


 


Section 12.8
Assignments and Participations.


 


(a) Each Lender may, in accordance with Applicable
Law and this Section 12.8, assign its Loan or any portion thereof to any
other Person (other than any Aracruz Party or any Affiliate thereof) by
execution of an Assignment Agreement; provided
that:


 


(i) any such partial assignment (other than to
another Lender) shall be in an amount at least equal to U.S.$1,000,000 or an
integral multiple of U.S.$500,000 in excess thereof (or, if less, all of such
Lender’s remaining Loan);


 


(ii) each such assignment shall be to an
Eligible Assignee;


 


(iii) upon each such assignment, the assignor
and assignee shall deliver an Assignment Agreement to the Administrative Agent;


 


(iv) the assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire; and


 


100
















 


(v) each
such assignment does not and will not constitute or otherwise result in a
non-exempt prohibited transaction under Section 406 of the U.S. Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
U.S. Internal Revenue Code of 1986, as amended.


 


(b) Upon the effective date of the assignment
to be effected by an Assignment Agreement and registration thereof in the
Register pursuant to Section 12.8(d), the assignee shall have, to the
extent of such assignment, the obligations, rights and benefits of a Lender
hereunder holding the Commitment (or portion thereof) assigned to it and
specified in such Assignment Agreement (in addition to the Commitment, if any,
theretofore held by such assignee), and the assigning Lender shall, to the
extent of such assignment of its Commitment, be released from the Commitment
(or portion thereof) so assigned. Upon its receipt of an Assignment Agreement
executed by an assigning Lender and an assignee together with (except in the
case of an assignment by a Lender to an Affiliate of such Lender) payment by
the assigning or assignee Lender to the Administrative Agent of an assignment
fee of U.S.$3,000, the Administrative Agent shall: (A) promptly accept
such Assignment Agreement and (B) on the effective date determined
pursuant thereto record such assignment in the Register and give notice of such
acceptance and recordation to the assigning Lender, its assignee and the
Obligors. Notwithstanding anything to the contrary contained herein, the
Obligors shall not be obligated to pay to any Lender any amount under Section 4.1,
Section 4.3, Section 4.4 and Section 4.5 that is greater than
the amount that the Obligors would have been obligated to pay such Lender’s
assignor if such assigning Lender had not assigned to such Lender any of its
rights under this Agreement, unless at the time such assignment is made: (1) the
circumstances giving rise to such greater payments did not exist or (2) the
Borrower consents in writing to such greater obligation. Notwithstanding the
foregoing, no such assignment shall be allowed if the assignor thereof (if it
is assigning less than all of its Loans) would, after such assignment, have
less than U.S.$1,000,000 in Loans (such amount to be reduced on a pro rata basis upon the receipt of any
payment of principal on the Loans) or Commitments. Any assignment in
contravention of the provisions of this paragraph shall be null and void ab initio.


 


(c) Upon the request of the assigning Lender
and presentment of its existing Note, the Borrower shall execute and deliver,
in any event within seven (7) Business Days after its receipt of such
notice, at the Borrower’s expense, one (1) or more new Notes (as requested
by the holder thereof) in exchange therefor, in an aggregate principal amount equal
to the principal amount of the surrendered Notes. Each such new Note shall be
dated the effective date of the Assignment Agreement and in such principal
amount and be payable to such Person as such holder may request and shall be
substantially in the form of Exhibit A. Each such new Note shall be dated
and bear interest from the date to which interest shall have been paid on the
relevant surrendered Note(s) or dated the date of the relevant surrendered
Note(s) if no interest shall have been paid thereon. Notes shall not be
issued or transferred in denominations of less than U.S.$1,000,000; provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes, one (1) Note
may be issued in a denomination of less than U.S.$1,000,000.


 


(d) The Administrative Agent shall maintain a
copy of each Assignment Agreement delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments and
principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register
shall be conclusive


 


101

















 


in
the absence of manifest error and the Borrower, the Agents and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. All payments under the Loan Documents
or the Notes in respect of principal or interest shall be made to the
appropriate Person named in the Register. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 


(e) A Lender may assign its Loans and its
rights and obligations thereunder only by complying with the terms of this
Agreement. No such assignment shall be effected until, and such assignee shall
succeed to the rights of a holder only upon, final acceptance and registration
of the assignment by the Administrative Agent in the Register. Prior to the
registration of any assignment of Loans by a holder as provided herein, each
Agent may treat the Person in whose name the Lenders are registered as the
owner thereof for all purposes and as the Person entitled to exercise the
rights represented thereby, any notice to the contrary notwithstanding. If
requested by the Borrower or the Administrative Agent, the assignee shall
provide the Borrower with a fully executed U.S. Internal Revenue Service Form W-9
or applicable Form W-8 or such other forms or certificates evidencing such
transferees exemption from “backup withholding taxes” imposed pursuant to Section 3406
of the Internal Revenue Code of 1986, as amended, as may be reasonably
requested by the Borrower.


 


(f) If any Lender assigns all or a part of its
Loans and its rights and obligations hereunder to any other Person pursuant to
the provisions hereof, the assigning Lender shall be relieved of its
obligations hereunder with respect to the assigned Loans and Notes, and the
assignee shall be a party hereto and, to the extent that Loans and Notes and
such other rights and obligations hereunder have been assigned, shall acquire
such Loans and Notes and other rights and obligations of a Lender hereunder and
under the other Loan Documents, and this Agreement shall be deemed to be
amended to the extent necessary to reflect the transfer and assignment of such
rights and obligations and the addition of such assignee, and any reference to
the assigning Lender in this Agreement, the other Loan Documents or the Notes
of such Lender shall thereafter refer to such Lender and to such assignee to
the extent of their respective interests.


 


(g) Upon receipt by the Borrower of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Notes, and


 


(i) in the case of loss, theft or destruction,
of indemnity reasonably satisfactory to each of the Borrower and the
Administrative Agent; or


 


(ii) in the case of mutilation, upon surrender
and cancellation thereof,


 


the
Borrower, at its own expense, shall execute and deliver, in lieu thereof, new
Notes, dated and bearing interest from the date to which interest shall have
been paid on such lost, stolen, destroyed or mutilated Notes or dated the date
of such lost, stolen, destroyed or mutilated Notes if no interest shall have
been paid thereon.


 


(h) A Lender may, in accordance with Applicable
Law, without the consent of any Lender Party, sell or agree to sell to one (1) or
more other Persons (other than any Aracruz


 


102

















 


Party
or any Affiliate thereof) (each a “Participant”) a participation in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment, the Loans owing to it and the
Note held by it); provided that
such Participant shall not have any rights or obligations under this Agreement
(the Participant’s rights against such Lender in respect of such participation
to be those set forth in the agreements executed by such Lender in favor of the
Participant). All amounts payable to any Lender under Article IV in
respect of the Loans held by it, its Commitment or its Note, shall be
determined as if such Lender had not sold or agreed to sell any participation
in such Loan, Commitment or Note and as if such Lender were funding such Loans
or Commitment in the same way that it is funding the portion of such Loans or
Commitment in which no participations have been sold (or if all of its Loans or
Commitment has been so participated, in the same way that it was funding such
Loans or Commitment at the time of such participation). In no event shall a
Lender that sells a participation agree with the Participant to take or refrain
from taking any action hereunder except that such Lender may agree with the
Participant that it shall not, without the consent of the Participant, agree to
anything requiring the vote of 100% of the applicable Lenders hereunder.


 


(i) In addition to the assignments and
participations permitted under the foregoing provisions of this Section, any
Lender may (without notice or consent of the Administrative Agent or any other
Person and without payment of any fee) assign and pledge all or any portion of
its Loans and Notes to any U.S. Federal Reserve Bank as collateral security
pursuant to Regulation A of the Board of Governors of the U.S. Federal Reserve
System and any operating circular issued by such Federal Reserve Bank. No such
assignment shall release the assigning Lender from its obligations hereunder.


 


(j) Any Lender may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Obligors furnished to such Lender
by or on behalf of any Obligor; provided that,
before any such disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any Confidential
Information relating to the Obligors received by it from such Lender on the
terms set forth in Section 12.21.


 


Section 12.9
Survival. The obligations of the Obligors under this Agreement shall
survive the repayment of the Loans and the termination of the Commitments. In
addition, each representation and warranty made, or deemed to be made, by any
Obligor herein or pursuant hereto shall survive the making of such
representation and warranty.


 


Section 12.10
Captions. The table of contents and captions and Section headings
appearing herein are included solely for convenience of reference and are not
intended to affect the interpretation of any provision of this Agreement.


 


Section 12.11
Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one (1) and the same instrument, and any of the
parties hereto may execute this Agreement by signing any such counterpart. A
set of the copies of this Agreement signed by all the parties hereto shall be
retained by the Agents.


 


103

















 


Section 12.12
Governing Law. Except for the Barra do Riacho Security Documents, the
Aracruz Share Pledge Agreement, the Aracruz Note Pledge Agreement, the Alicia
Share Pledge Agreement, the Brazil Account Pledge Agreement and the Export
Finance Agreement (and any notes thereunder), the Loan Documents (including,
without limitation, this Agreement and the Notes) shall be governed by, and
construed in accordance with, the law of the State of New York, without giving
effect to any conflict of laws principles that would require the application of
the laws of another jurisdiction).


 


Section 12.13
Jurisdiction, Service of Process and Venue.


 


(a) EXCEPT FOR LEGAL ACTIONS OR PROCEEDINGS IN
RELATION TO THE BARRA DO RIACHO SECURITY DOCUMENTS, THE ARACRUZ SHARE PLEDGE
AGREEMENT, THE ARACRUZ NOTE PLEDGE AGREEMENT, THE ALICIA SHARE PLEDGE AGREEMENT
AND THE EXPORT FINANCE AGREEMENT (AND ANY NOTES THEREUNDER), WHICH SHALL BE
SUBMITTED BY ANY PARTY HERETO TO A COMPETENT COURT IN BRAZIL, ANY LEGAL ACTION
OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN OR REMOVED
TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK,
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
COURTS OF APPEALS THEREFROM) FOR LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, WHICH
JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL ACTION OR PROCEEDING
BY ANY ARACRUZ PARTY (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL
ACTIONS OR PROCEEDINGS BROUGHT AGAINST ANY ARACRUZ PARTY IN ANY OTHER
JURISDICTION). EACH OF THE OBLIGORS IRREVOCABLY CONSENTS TO THE APPOINTMENT OF
THE PROCESS AGENT (AS DEFINED BELOW) AS ITS AGENT TO RECEIVE SERVICE OF PROCESS
(WITH RESPECT TO ALL OF THE LOAN DOCUMENTS AND ALL OTHER RELATED AGREEMENTS TO
WHICH IT IS A PARTY) IN NEW YORK, NEW YORK.


 


(b) Each Obligor hereby irrevocably appoints
National Corporate Research Ltd. (the “Process Agent”), with an office
on the date hereof at 10 East 40th Street, 10th Floor, New York, New York
10016, as its agent and true and lawful attorney-in-fact in its name, place and
stead to accept on its behalf service of copies of the summons and complaint
and any other process that may be served in any such suit, action or proceeding
brought in the State of New York, and agrees that the failure of the Process
Agent to give any notice of any such service of process to it shall not impair
or affect the validity of such service or, to the extent permitted by
Applicable Law, the enforcement of any judgment based thereon. Such appointment
shall be irrevocable until the final payment of all amounts payable under this
Agreement and the other Loan Documents, except that if for any reason the
Process Agent appointed hereby ceases to be able to act as such, then the
Obligor (as applicable) shall, by an instrument reasonably satisfactory to the
Administrative Agent, appoint another Person in the Borough of Manhattan


 


104

















 


as
such Process Agent subject to the approval (which approval shall not be
unreasonably withheld) of the Administrative Agent. Each Obligor covenants and
agrees that it shall take any and all reasonable action, including the
execution and filing of any and all documents, that may be necessary to
continue the designation of the Process Agent pursuant to this paragraph in
full force and effect and to cause the Process Agent to act as such.


 


(c) Nothing herein shall in any way be deemed
to limit the ability of any Lender Party to serve any process or summons in any
manner permitted by Applicable Law or to obtain jurisdiction over any Person in
such other jurisdictions, including but not limited to Brazil, and in such
manner, as may be permitted by Applicable Law.


 


(d) Each party hereto hereby irrevocably waives
any objection that it may now or hereafter have to the laying of the venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents brought in or removed to New York City (and courts of
appeals therefrom) and hereby further irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum. A final judgment (in respect of which time for all
appeals has elapsed) in any such suit, action or proceeding shall be conclusive
and may be enforced by suit upon judgment in any court in any jurisdiction to
which the applicable Person is or may be subject.


 


(e) Each Obligor irrevocably waives, to the
fullest extent permitted by Applicable Law, any claim that any action or
proceeding commenced against it relating in any way to this Agreement and/or
any of the other Loan Document(s) should be dismissed or stayed by reason,
or pending the resolution, of any action or proceeding commenced by such
Obligor relating in any way to this Agreement and/or the other Loan Documents,
whether or not commenced earlier. To the fullest extent permitted by Applicable
Law, each Obligor shall take all measures necessary for any such action or
proceeding commenced against it to proceed to judgment before the entry of
judgment in any such action or proceeding commenced by such Obligor.


 


Section 12.14
Waiver of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON, ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY, IN ANY ACTION, LITIGATION OR OTHER
PROCEEDING OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY OTHER PERSON, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR
OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED IN A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE
VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY PROVISION THEREOF. THE
AGREEMENT OF EACH PARTY HERETO TO THIS PROVISION IS A MATERIAL INDUCEMENT FOR
EACH OF THE OTHER PARTIES HERETO TO ENTER INTO THIS AGREEMENT. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 12.14
AND


 


105

















 


EXECUTED
BY EACH OF THE PARTIES HERETO THAT IS A PARTY IN ANY SUCH ACTION, LITIGATION OR
PROCEEDING), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER, EXCEPT TO THE EXTENT WAIVED IN WRITING AS SET FORTH ABOVE. IN THE
EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
TRIAL BY THE COURT.


 


Section 12.15
Waiver of Immunity. To the extent that any Obligor may be or become
entitled to claim for itself or its Property any immunity on the ground of
sovereignty or the like from suit, court jurisdiction, attachment before
judgment, attachment in aid of execution of a judgment or execution of a
judgment, and to the extent that in any such jurisdiction there may be
attributed such an immunity (whether or not claimed), it hereby irrevocably
agrees not to claim and hereby irrevocably waives such immunity with respect to
its obligations under this Agreement and the other Loan Documents.


 


Section 12.16
Judgment Currency. This is an international loan transaction in which
the specification of U.S. Dollars and payment in New York City is of the
essence, and the obligations of the Obligors under this Agreement and the other
Loan Documents to each Lender Party to make payment in U.S. Dollars shall not
be discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any other currency or in another place except to
the extent that on the Business Day following receipt of any sum adjudged to be
so due in the judgment currency the payee may in accordance with normal banking
procedures purchase U.S. Dollars in the amount originally due to the payee with
the judgment currency. If, for the purpose of obtaining judgment in any court,
it is necessary to convert a sum due hereunder in U.S. Dollars into another
currency (in this Section called the “judgment currency”), then the
rate of exchange that shall be applied shall be that at which in accordance
with normal banking procedures the payee could purchase such U.S. Dollars at
New York, New York with the judgment currency on the Business Day preceding the
day on which such judgment is rendered. The obligations of the Obligors in
respect of any such sum due from it to the payee hereunder (in this Section called
an “Entitled Person”) shall, notwithstanding the rate of exchange
actually applied in rendering such judgment, be discharged only to the extent
that on the Business Day following receipt by such Entitled Person of any sum
adjudged to be due hereunder in the judgment currency such Entitled Person may
in accordance with normal banking procedures purchase and transfer U.S. Dollars
to New York City with the amount of the judgment currency so adjudged to be
due; and each of the Obligors hereby, as a separate obligation and
notwithstanding any such judgment, agrees to indemnify such Entitled Person
against, and to pay such Entitled Person on demand, in U.S. Dollars, the amount
(if any) by which the sum originally due to such Entitled Person in U.S.
Dollars hereunder exceeds the amount of the U.S. Dollars so purchased and
transferred. If the amount of U.S. Dollars so purchased and transferred to the
Entitled Person exceeds the amount originally due to such Entitled Person, then
such Entitled Person shall transfer, or caused to be transferred, to the
Borrower the amount of such excess.


 


Section 12.17
Use of English Language. This Agreement has been negotiated and executed
in the English language. Except as specified otherwise herein all certificates,
reports, notices and other documents and communications given or delivered
pursuant to this Agreement


 


106

















 


and
the other Loan Documents (including any modifications or supplements hereto or
thereto) shall be in the English language, or accompanied by an English
translation thereof.


 


Section 12.18
Entire Agreement. This Agreement and the other Loan Documents constitute
the entire agreement among the parties with respect to the subject matter
hereof and thereof and supersede all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.


 


Section 12.19
Severability. The illegality or unenforceability in any jurisdiction of
any provision hereof or of any document required hereunder shall not in any way
affect or impair the legality or enforceability of the remaining provisions of
this Agreement or such other document in such jurisdiction or such provision in
any other jurisdiction.


 


Section 12.20
No Fiduciary Relationship or Partnership. Each of the Obligors
acknowledges that neither any Agent nor any other Lender Party has any
fiduciary relationship with, or fiduciary duty to, any Obligor arising out of
or in connection with this Agreement or any other of the Loan Documents. Each
of the Obligors recognizes that each Agent, each Lender Party and their
respective Affiliates may have economic interests that conflict with those of
the Borrower, its shareholders and/or its Affiliates. Each of the Obligors
agrees that the relationship between the Administrative Agent and the Lenders,
on the one hand, and the Obligors, on the other, in connection herewith or
therewith is solely that of debtor and creditor and that nothing in the Loan
Documents or otherwise shall be deemed to create an advisory, fiduciary or
agency relationship or fiduciary or other implied duty between any Lender, on
the one hand, and the Obligors, its shareholders or its Affiliates, on the
other. Nothing contained in this Agreement or in any other Loan Document shall
be deemed or construed to create a partnership; tenancy in common, joint
tenancy, joint venture or co-ownership by or between any Lender on the one
hand, and any other Lender, any Obligor or any other Person, on the other hand.


 


The
Obligors acknowledge and agree that (i) the transactions contemplated by
the Loan Documents (including the exercise of rights and remedies hereunder and
thereunder) are arm’s-length commercial transactions between the Lenders, on
the one hand, and the Obligors, on the other, and (ii) in connection
therewith and with the negotiation of the Loan Documents, (x) no Lender
Party has assumed an advisory or fiduciary responsibility in favor of any
Obligor, its shareholders or its Affiliates with respect to the transactions
contemplated hereby (or the exercise of rights or remedies with respect
thereto) or the negotiation of the Loan Documents (irrespective of whether any
Lender Party has advised, is currently advising or will advise any Obligor, its
shareholders or its Affiliates on other matters) or any other obligation to any
Obligor except the obligations expressly set forth in the Loan Documents and (y) each
Lender Party is acting solely as principal and not as the agent or fiduciary of
any Obligor, its management, shareholders, creditors or any other Person. Each
Obligor acknowledges and agrees that it has consulted its own legal and
financial advisors to the extent it deemed appropriate and that it is
responsible for making its own independent judgment with respect to such
transactions the transactions contemplated by the Loan Documents. Each Obligor
agrees that it will not claim that any Lender has rendered advisory services of
any nature or respect, or owes a fiduciary or similar duty to Obligor, in
connection with such transaction or the process leading thereto. No Lender
Party shall in any way be responsible or liable for the debts, losses,
obligations or duties of the Obligors or any other Person other than itself.


 


107

















 


Section 12.21
Confidentiality. Each Lender Party agrees to hold all Confidential
Information obtained pursuant to the Loan Documents or the transactions
contemplated hereby in accordance with its customary procedure for handling
such information of this nature and in accordance with safe and sound banking
practices; provided that nothing
herein shall prevent any Lender from disclosing such information: (a) to
any Affiliate of such Lender Party and to their respective advisors or any
other Lender or Agent solely in connection with the Loan Documents and the
transactions contemplated thereby, (b) upon the order of any court or
administrative agency or otherwise to the extent required by Applicable Law, (c) to
bank examiners or upon the request or demand of any other regulatory agency or
authority, (d) that had been publicly disclosed other than as a result of
a disclosure by any Agent or Lender prohibited by this Agreement, (e) in
connection with any litigation to which any one (1) or more of the Lenders
or Agents (in each case, including to any of their respective employees,
counsel, representatives or other agents) is a party, or in connection with the
exercise of any remedy hereunder or under the, other Loan Documents, (f) to
such Lender’s or Agent’s legal counsel and independent auditors and
accountants, (g) that was in such Lender Party’s possession prior to the
disclosure by any Aracruz Party to such Lender Party, provided that the source of such
information was not known to such Lender Party to be bound by a confidentiality
agreement with any Aracruz Party with respect to such information, (h) that
is developed by such Lender or Agent independently of and without reference to
any Confidential Information, (i) that is identified by the Obligors in
writing as no longer to be considered “Confidential Information”, (j) to
any actual or proposed participant or assignee provided that any actual or
proposed participant or assignee has signed an agreement containing provisions
substantially similar to or at least as restrictive as those contained in this Section 12.21
(including by cross reference to obligations of the Lender), and (k) to
any actual or prospective counterparty (or its advisors) to any securitization,
swap or derivative transaction relating the any Obligor and the Loan Documents
that has signed an agreement containing provisions substantially similar to or
at least as restrictive as those contained in this Section 12.21
(including by cross reference to obligations of the Lender); provided further that, (i) in the
case of a disclosure of the type referred to in clauses (b), (c) and (e),
such Lender or Agent shall, to the extent permitted by Applicable Law, promptly
notify the relevant Obligor of such intended disclosure so that the relevant
Obligor may take appropriate action to protect their respective interests and (ii) each
Person to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information confidential
on substantially the same terms as provided herein.


 


The
terms contained in the Loan Documents are confidential and, except for
disclosure to the various parties thereto, their respective shareholders and
such Persons’ board of directors (or similar body), officers, Affiliates,
employees or professional advisors, or as may be required by Applicable Law,
may not be disclosed in whole or in part by any Obligor to any other Person
without the prior written consent of the Administrative Agent (acting upon the
direction of the Majority Lenders); provided
that each Lender Party may disclose the existence of this Agreement
and the information about this Agreement to market data collectors, similar
services providers to the lending industry, and service providers to such
Lender Party in connection with the administration and management of this
Agreement and the other Loan Documents.


 


Section 12.22
Payments Set Aside. If any Obligor (or any Person on its behalf) makes a
payment to any Lender Party, or any Lender Party exercises its right of
set-off, and such payment or the proceeds of such set-off or any part thereof
subsequently are invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into


 


108

















 


by
such Lender Party in its discretion) to be repaid to such Obligor (or such
Person), a trustee, administrator, receiver or any other Person in connection
with any insolvency proceeding or otherwise, then: (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each
Lender severally agrees to pay to the Agent from whom it (or any related Lender
Party) received any such amounts upon demand its pro rata share of any amount so recovered from or repaid by
such Agent.


 


Section 12.23
Surrender of Notes. Upon the payment in full of any Loan owing to any
Lender, such Lender shall promptly upon written request from the Borrower
surrender the corresponding Note to the Administrative Agent, which shall
promptly surrender the same to the Borrower for cancellation.


 


Section 12.24
USA PATRIOT Act Notice. Each Lender subject to the requirements of the
Patriot Act, the Administrative Agent (for itself and not on behalf of any
Lender) and each Collateral Agent (for itself and not on behalf of any Lender)
hereby notifies each party hereto that, pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that
identifies each such party, which information includes the name and address of
each such party and other reasonable information that will allow such Lender,
the Administrative Agent or either Collateral Agent, as applicable, to identify
such party in accordance with the Patriot Act.


 


Section 12.25
Loans Held by the Aracruz Parties or their Affiliates. If,
notwithstanding the provisions of Section 12.8(a), any Aracruz Party or
any Affiliate thereof is or becomes a Lender, in determining whether the
Lenders of the requisite aggregate Commitments or requisite aggregate principal
amount of the Loans outstanding have concurred in any direction, consent or
waiver under this Agreement, any Loans held by any such Persons shall be
disregarded and not be deemed Loans for the purpose of any such determination.


 


109

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.


 


	
   

  	
   

  	
   

  	
  ARACRUZ
  TRADING INTERNATIONAL LTD.,

  as the Borrower

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Marcos Grodetzky

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marcos
  Grodetzky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  [SEAL]

  



 
















 


	
   

  	
  ARACRUZ
  CELULOSE S.A.,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [Illegible]

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcos Grodetzky

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Marcos Grodetzky

  
	
   

  	
  Title:

  	
  CFO and [Illegible] Relations Officer

  



 

















 


	
   

  	
  ALICIA
  PAPÉIS S.A., 

  
	
   

  	
  as
  a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marcos Grodetzky

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Marcos
  Grodetzky

  
	
   

  	
  Title:

  	
  Officer

  



 

















 


	
   

  	
  ARACRUZ
  CELULOSE (USA), INC., 

  
	
   

  	
  as
  a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marcos Grodetzky

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Marcos
  Grodetzky

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  



 

















 


	
   

  	
  BANCO BILBAO VIZCAYA
  ARGENTARIA, S.A., GRAND CAYMAN BRANCH,

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nurys Maleki

  
	
   

  	
  Name:

  	
  NURYS MALEKI

  
	
   

  	
  Title:

  	
  Vice President Global 

  Trade Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mauricio Paz

  
	
   

  	
  Name:

  	
  MAURICIO PAZ

  
	
   

  	
  Title:

  	
  Vice President Global 

  Trade Finance

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  BANCO
  ITAÚ BBA S.A., NASSAU BRANCH, 

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
  Name:

  	
  [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  ATTORNEY
  - IN - FACT

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Esther Maria Ferrando

  
	
   

  	
  Name:

  	
  ESTHER
  MARIA FERRANDO

  
	
   

  	
  Title:

  	
  ATTORNEY
  - IN - FACT

  



 


Signature page to


Export Prepayment Facility Agreement and Secured Loan


 

















 


	
   

  	
  BANCO
  SANTANDER, S.A., 

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jorge Tapia

  
	
   

  	
  Name:

  	
  Jorge
  Tapia

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Fernando Lardies

  
	
   

  	
  Name:

  	
  Fernando
  Lardies

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  BANCO
  SANTANDER, S.A. — Grand Cayman Branch,

  
	
   

  	
   

  
	
   

  	
  as
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
  [Illegible]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
  General
  Manager

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  BARCLAYS
  BANK PLC, 

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Myles Kassin

  
	
   

  	
  Name:

  	
  Myles
  Kassin

  
	
   

  	
  Title:

  	
  Director

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  BNP
  Paribas

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Florence Pourchet

  
	
   

  	
  Name:

  	
  Florence
  POURCHET

  
	
   

  	
  Title:

  	
  MD

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  Calyon
  New York Branch 

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Rigaud

  
	
   

  	
  Name:

  	
  David
  Rigaud

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Flood

  
	
   

  	
  Name:

  	
  Kevin
  Flood

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 
















 


	
   

  	
  CITIBANK,
  N.A. 

  
	
   

  	
  as
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illgebile]

  
	
   

  	
  Name:

  	
  [Illgebile]

  
	
   

  	
  Title:

  	
  [Illgebile]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  DEUTSCHE
  BANK AG, LONDON BRANCH, 

  
	
   

  	
  as
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Charlotte Masquelier

  
	
   

  	
  Name:

  	
  Charlotte
  Masquelier

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  DEUTSCHE
  BANK AG, LONDON BRANCH, 

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Simon Goldsworthy

  
	
   

  	
  Name:

  	
  SIMON
  GOLDSWORTHY

  
	
   

  	
  Title:

  	
  LEGAL
  COUNSEL

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  GOLDMAN
  SACHS BANK (EUROPE) PLC, 

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Juan Carlos Lorenzo

  
	
   

  	
  Name:

  	
  Juan
  Carlos Lorenzo

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  HSBC
  BANK BRASIL SA - BANCO MÚLTIPLO, GRAND CAYMAN BRANCH,

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
   

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  ING
  BANK N.V. , Curaçao Branch, 

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mauro Rego

  
	
   

  	
  Name:

  	
  MAURO
  REGO

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Luis Carlos Fabozzi

  
	
   

  	
  Name:

  	
  Luis
  Carlos Fabozzi

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  J.P.
  MORGAN EUROPE LIMITED, 

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ian Lyall

  
	
   

  	
  Name:

  	
  IAN
  LYALL

  
	
   

  	
  Title:

  	
  MANAGING
  DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  LEHMAN
  BROTHERS SPECIAL FINANCING INC. - DIP 

  
	
   

  	
   

  
	
   

  	
  as
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gerald Pietroforte

  
	
   

  	
  Name:

  	
  Gerald
  Pietroforte

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  MERRILL
  LYNCH CREDIT PRODUCS, LLC, 

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Weinstein

  
	
   

  	
  Name:

  	
  Brian
  Weinstein

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Signature page to


Export Prepayment
Facility Agreement and Secured Loan


 

















 


	
   

  	
  THE BANK OF NEW YORK MELLON, 

  as U.S. Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcia Nascimento

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  MARCIA NASCIMENTO

  
	
   

  	
  Title:

  	
  ASSISTANT VICE PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
  BNY MELLON SERVIÇOS FINANÇEIROS DISTRIBUIDORA DE TÍTULOS
  E VALORES MOBILIÁRIOS S.A.,

  as Brazil Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 
















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON,

  as U.S. Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BNY
  MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
  S.A.,

  as Brazil Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Luisa Saboia

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Luisa
  Saboia

  
	
   

  	
  Title:

  	
  Procuradora

  



 


Signaturé page to Export Prepayment Facility
Agreement and Secured Loan


 

















 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS,

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wanda Camacho

  
	
   

  	
  Name:

  	
  Wanda
  Camacho

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Annie Jaghatspanyan

  
	
   

  	
  Name:

  	
  Annie
  Jaghatspanyan

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Signature
page to


Export
Prepayment Facility Agreement and Secured Loan


 

















 


ANNEX 1


to Export Prepayment Facility Agreement and Secured Loan


 


LENDERS AND COMMITMENTS


 


Aracruz

Export Prepayment Facility and Secured Loan


 


	
  Lender

  	
   

  	
  Loan Amount

  
	
  Banco
  Bilbao Viscaya Argentaria S.A., Grand Cayman Branch

  	
   

  	
  US$45,000,000

  
	
  Banco
  Itaú BBA S/A - Nassau Branch

  	
   

  	
  US$ equivalent of R$101,285,000(1)

  
	
  Banco
  Santander S.A.

  	
   

  	
  US$310,000,000

  
	
  Banco
  Santander (Brasil) S.A., Grand Cayman Branch

  	
   

  	
  US$ equivalent of R$695,393,919(1)

  
	
  Barclays
  Bank plc

  	
   

  	
  US$30,965,947

  
	
  BNP
  Paribas

  	
   

  	
  US$ equivalent of R$411,801,000(1)

  
	
  Calyon
  New York Branch

  	
   

  	
  US$469,660,417

  
	
  Citibank,
  N.A.

  	
   

  	
  US$219,281,110

  
	
  Deutsche
  Bank AG, London Branch

  	
   

  	
  US$275,000,000

  
	
  Goldman
  Sachs Bank (Europe) Plc

  	
   

  	
  US$ equivalent of R$93,450,000(1)

  
	
  HSBC
  Bank Brazil S.A. - Banco Múltiplo Grand Cayman Branch

  	
   

  	
  US$ equivalent of R$270,403,500(1)

  
	
  ING
  Bank N.V., Curaçao Branch

  	
   

  	
  US$100,000,000

  
	
  J.P.
  Morgan Europe Limited

  	
   

  	
  US$303,956,128

  
	
  Lehman
  Brothers Special Financing Inc.- DIP

  	
   

  	
  US$73,400,000

  
	
  Merrill
  Lynch Credit Products, LLC

  	
   

  	
  US$40,889,272

  



 






(1) U.S.
Dollar amount of the Loan to be calculated pursuant to Section 2.1(a)(i) based
on the FX Rate as of the close of business on the date that is two (2) Business
Days prior to the Closing Date.


 

















 


ANNEX 2


to Export Prepayment Facility Agreement and Secured Loan


 


ADDRESSES FOR NOTICES


 


	
  Lender

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  Banco
  Bilbao Viscaya Argentaria S.A., Grand Cayman Branch

  	
   

  	
  1345
  Avenue of the Americas, 45th Floor

  New York, NY 100023

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Head
  of Trade Finance North America

  Attn: Erich Michel

  Facsimile: (212) 333-2904

  Telephone: (212) 728-1500

  
	
   

  	
   

  	
   

  
	
  Banco
  Itaú BBA S/A - Nassau Branch

  	
   

  	
  West
  Bay Street

  P.O. Box 778

  Nassau, Bahamas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Marivaldo Pires de Carvalho

           Sergio Alves da Silva

  Facsimile: (55 11) 3708-8141

  Telephone: (55 11) 3708-8011

  
	
   

  	
   

  	
   

  
	
  Banco
  Santander, S.A.

  	
   

  	
  Rua
  Hungria, 1400, 7th Floor

  Jardim Europa

  São Paulo — SP

  Brazil

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Vanessa Berrio Vélez

  Facsimile: (34 91) 257-1681

  Telephone: (34 91) 289-1028

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Remedio Cantalapiedra Villafranca

  Facsimile: (34 91) 257-1681

  Telephone: (34 91) 289-1389

  
	
   

  	
   

  	
   

  
	
  Banco
  Santander (Brasil) S.A., Grand Cayman Branch

  	
   

  	
  Av.
  Brigadeiro Luiz Antônio, 1827

  Bela Vista

  01317-002 - São Paulo — SP

  Brazil

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Manager
  - SCO Ativos

  Attn: Julio César Molento

  Facimile: (55 11) 5538-5771

  Telephone: (55 11) 52192-2122

  



 

















 


	
  Barclays Bank plc

  	
   

  	
  Barclays
  Capital

  5 The North Colonnade

  Canary Wharf, London

  E14 4BB, United Kingdom

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Lisa Bartrip

  Facsimile: (44 20) 7773-4854

  Telephone: (44 20) 777-38573

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Barclays
  Capital

  1 Royal Mint Court, London

  EC3N 4HH, United Kingdom

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Malcolm Heard

  Facsimile: (44 20) 7773-6808

  Telephone: (44 20) 313 45184

  Attn: Michael Hopton

  Facsimile: (44 20) 7773-6808

  Telephone: (44 20) 313-45251

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Barclays
  Capital

  200 Park Avenue

  New York, NY 10166

  Barclays Capital Legal Department

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Emilio Jimenez

  Facsimile (212) 412-3040

  Telephone: (212) 412-7538

  
	
   

  	
   

  	
   

  
	
  BNP Paribas

  	
   

  	
  787
  Seventh Ave., 9th Floor

  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Ana Seghini

  Facsimile: (212) 841-2537

  Telephone: (212) 841-2042

  
	
   

  	
   

  	
   

  
	
  Calyon New York Branch

  	
   

  	
  1301
  Avenue of the Americas, 20th Floor

  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Latin
  America Group

  Attn: Kevin Bautista

           Kevin Flood

  Facsimile: (212) 261-3402

  Telephone: (212) 261-7253

  



 


2

















 


	
  Citibank,
  N.A.

  	
   

  	
  Av.
  Francisco Matarazzo, 1500

  
	
   

  	
   

  	
  Torre
  Los Angeles, 8th Floor

  
	
   

  	
   

  	
  05001-100
  - São Paulo, SP

  
	
   

  	
   

  	
  Brazil

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Paulo Stavale

  
	
   

  	
   

  	
          
  Claudete Silva

  
	
   

  	
   

  	
  Facsimile:
  (55 11) 2122-2039

  
	
   

  	
   

  	
   

  
	
  Deutsche
  Bank AG, London Branch

  	
   

  	
  Winchester
  House

  
	
   

  	
   

  	
  1
  Great Winchester Street

  
	
   

  	
   

  	
  London
  EC2N 2DB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Charlotte Masquelier

  
	
   

  	
   

  	
          
  Eduardo Robinovich

  
	
   

  	
   

  	
          
  Nick Khoo

  
	
   

  	
   

  	
          
  Gonzalo Barbon

  
	
   

  	
   

  	
          
  Rene Burgos

  
	
   

  	
   

  	
  Facsimile:
  (44 11) 322-36460

  
	
   

  	
   

  	
                  
  (44 20) 754-59241

  
	
   

  	
   

  	
                  
  (212) 797-5421

  
	
   

  	
   

  	
  Telephone:
  (44 20) 754-54446

  
	
   

  	
   

  	
                    (212)
  250-3106

  
	
   

  	
   

  	
                    (212)
  250-9906

  
	
   

  	
   

  	
   

  
	
  Goldman
  Sachs Bank (Europe) Plc

  	
   

  	
  133
  Fleet Street

  
	
   

  	
   

  	
  London
  EC4A 2BB

  
	
   

  	
   

  	
  United
  Kingdom

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Zakia Mannan

  
	
   

  	
   

  	
  Facsimile:
  (44 20) 7552-7070

  
	
   

  	
   

  	
  Telephone:
  (44 20) 7774-1249

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Theng-Theng Tay

  
	
   

  	
   

  	
  Facsimile:
  (44 20) 7552-7070

  
	
   

  	
   

  	
  Telephone:
  (44 20) 7051-0935

  
	
   

  	
   

  	
   

  
	
  HSBC
  Bank Brazil S.A. - Banco Múltiplo

  	
   

  	
  Strathvale
  House, 2nd Floor, North Church Street

  
	
  Grand
  Cayman Branch

  	
   

  	
  Grand
  Cayman, Cayman Islands

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Maria Alejandra Conti

  
	
   

  	
   

  	
          
  Marco A. Sanches

  
	
   

  	
   

  	
          
  Doraci W. Pinto

  
	
   

  	
   

  	
          
  Crisitiane G. Santos

  
	
   

  	
   

  	
  Facsimile:
  (55 11) 3847-5399

  



 


3

















 


	
  ING
  BankN.V., Curaçao Branch

  	
   

  	
  Av.
  Pres. Juscelino Kubitschek, 510, 3rd Floor

  04543-000 - São Paulo, SP

  Brazil

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vice
  President — Settlements

  Attn: Mauro Rego

  Facsimile: (55 11) 4504-6302

  Telephone: (55 11) 45046439

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Associate
  — Settlements

  Attn: Alcides Santos

  Facsimile: (55 11) 4504-6302

  Telephone: (55 11) 4504-6471

  
	
   

  	
   

  	
   

  
	
  J.P.
  Morgan Europe Limited

  	
   

  	
  277
  Park Avenue, 8th Floor

  New York, NY 10172

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Manochere Alamgir

  Facsimile: (212) 622-4557

  Telephone: (212) 622-4504

  
	
   

  	
   

  	
   

  
	
  Lehman
  Brothers Special Financing Inc.- DIP

  	
   

  	
  1271
  Sixth Ave, 38th Floor

  New York, NY 10020

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deal
  Closing & Servicing Department

  Attn: John O’Shea

  Facsimile: (646) 758-4993

  Telephone: (646) 333-8869

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  High
  Yield Loan Portfolio Group

  Attn: Randall Braunfeld

  Facsimile: (646) 607-9172

  Telephone: (646) 333-9878

  
	
   

  	
   

  	
   

  
	
  Merrill
  Lynch Credit Products, LLC

  	
   

  	
  One
  Bryant Park, 4th floor

  New York, NY 10036

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:
  Melvina Lecaros

           Paul Acomb

           Pankaj Jhamb

  Facsimile: (646) 736-5378

  



 


4

















 


EXHIBIT A


to Export Prepayment Facility Agreement and Secured Loan


 


FORM OF PROMISSORY NOTE


 


	
  U.S.$

  	
  Dated:
                  ,
  2009

  
	
  New
  York, New York

  	
   

  



 


FOR
VALUE RECEIVED, ARACRUZ TRADING INTERNATIONAL LTD., a company duly organized
and validly existing under the laws of Hungary (the “Borrower”), hereby
unconditionally promises to pay to [insert
name]  (the “Lender”),
or its registered assign in accordance with the terms of the Credit Agreement
(as defined below), the principal sum of [principal
amount]  Dollars, in
lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Export
Prepayment Facility Agreement and Secured Loan, dated as of May 13, 2009,
among the Lender, the Borrower, Aracruz Celulose S.A., Alicia Papéis S.A. and
Aracruz Celulose (USA), Inc., as the Guarantors, the other lenders party
thereto, Deutsche Bank Trust Company Americas, as the Administrative Agent, The
Bank of New York Mellon, as the U.S. Collateral Agent, and BNY Mellon Serviços
Financeiros Distribuidora de Títulos e Valores Mobiliários S.A., as the Brazil
Collateral Agent (as amended, restated or otherwise modified from time to time,
the “Credit Agreement”). Any capitalized term used herein but not
defined shall have the meaning ascribed to such term in the Credit Agreement.


 


The
Borrower further promises to pay interest on the unpaid principal amount hereof
at the rate(s), and payable at the times, specified in the Credit Agreement,
and to pay interest on any overdue amount as provided in the Credit Agreement.


 


Both
principal and interest are payable at the office of Deutsche Bank Trust Company
Americas, located at 60 Wall Street, New York, New York 10005, as the
Administrative Agent under the Credit Agreement, in immediately available
funds, in each case in Dollars, free and clear of and without deduction for any
and all present and future Taxes, all as set forth in the Credit Agreement.


 


This
Note is one of the Notes referred to in, and is entitled to the benefits of,
the Credit Agreement. The Credit Agreement, among other provisions, contains
provisions for acceleration of the maturity hereof upon the happening of
certain stated events.


 


The
Borrower hereby waives diligence, presentment, demand of payment, protest or
notice in connection with this Note.


 


This
Note shall be governed by, and construed in accordance with, the law of the
State of New York, without giving effect to any conflict of laws principles
that would require the application of the laws of another jurisdiction.


 


ANY
LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY OBLIGOR OR WITH RESPECT TO OR
ARISING OUT OF THIS NOTE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE
STATE OF NEW YORK, IN AND FOR THE


 

















 


COUNTY
OF NEW YORK, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK (IN
EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF
THIS NOTE, EACH OBLIGOR ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS NOTE, WHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF
ANY LEGAL ACTION OR PROCEEDING BY ANY OBLIGOR (OTHER THAN COUNTERCLAIMS WITH
RESPECT TO ANY LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST ANY ARACRUZ PARTY
IN ANY OTHER JURISDICTION). EACH OF THE OBLIGORS IRREVOCABLY CONSENTS TO THE
APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS IN
NEW YORK, NEW YORK.


 


In
the event of commencement of suit to enforce payment of this Note and accrued
interest, if any, the Borrower agrees to pay such additional sums for
documented expenses and attorney fees as the court may adjudge reasonable.


 


A-2
















 


IN
WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly
executed and delivered as of the day and year first written above.


 


 


	
   

  	
   

  	
  ARACRUZ
  TRADING INTERNATIONAL LTD., as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnesses:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  



 

















 


IN
WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly
executed and delivered as of the day and year first written above.


 


 


	
   

  	
   

  	
  PAYMENT
  GUARANTEED BY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aracruz
  Celulose S.A., as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARACRUZ
  CELULOSE S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnesses:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  



 

















 


IN
WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly
executed and delivered as of the day and year first written above.


 


 


	
   

  	
   

  	
  PAYMENT
  GUARANTEED BY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alicia
  Papéis S.A., as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ALICIA
  PAPÉIS S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnesses:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  



 

















 


IN
WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly
executed and delivered as of the day and year first written above.


 


 


	
   

  	
   

  	
  PAYMENT
  GUARANTEED BY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aracruz
  Celulose S.A. (USA), as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARACRUZ
  CELULOSE (USA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnesses:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  



 

















 


EXHIBIT B


to Export Prepayment Facility Agreement and Secured Loan


 


FORM OF NOTICE OF BORROWING


 


Date:
                  ,
2009


 


To:                                                                             Deutsche Bank
Trust Company Americas, as the Administrative Agent under the Export Prepayment
Facility Agreement and Secured Loan, dated as of May 13, 2009 (as amended,
restated or otherwise modified from time to time, the “Credit Agreement”),
among Aracruz Trading International Ltd., as the Borrower, Aracruz Celulose
S.A., Alicia Papéis S.A. and Aracruz Celulose (USA), Inc., as Guarantors,
certain lenders party thereto, the Administrative Agent, The Bank of New York
Mellon, as the U.S. Collateral Agent, and BNY Mellon Serviços Financeiros
Distribuidora de Títulos e Valores Mobiliários S.A., as the Brazil Collateral
Agent.


 


Ladies
and Gentlemen:


 


The
undersigned refers to the Credit Agreement (terms defined therein being used
herein as therein defined) and, pursuant to Section 2.2 of the Credit
Agreement, hereby gives you irrevocable notice of the Borrowing (the “Proposed
Borrowing”) of the Loans under the Credit Agreement.


 


The
Business Day of the Proposed Borrowing is
                                , 2009.


 


We
certify that, on the date hereof, and on the date of the Proposed Borrowing,
both before and after giving effect to the borrowing of the Loans and to the
application of the proceeds therefrom, the representations and warranties made
by the Obligors contained in the Loan Documents (including Article VII of
the Credit Agreement) are and will be true in all material respects as though
made on and as of each such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date), giving effect to the Proposed Borrowing and to the application of the
proceeds thereof.


 


In
connection with the Proposed Borrowing, Aracruz Celulose will deliver, no later
than 9:00 a.m. New York City time one (1) Business Day prior to the
date of the Proposed Borrowing, instructions to the Administrative Agent,
substantially in the form attached hereto as Annex A, instructing each Funding
Lender to deposit the amount requested in U.S. Dollars in the account
specified.


 

















 


IN
WITNESS WHEREOF, the Borrower has caused this Notice of Borrowing to be
executed by its respective duly authorized officials, officers or agents as of
this date.


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARACRUZ
  TRADING INTERNATIONAL LTD.,

  
	
   

  	
   

  	
  as
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


Signature Page to Notice of


Borrowing


 


B-2

















 


ANNEX A


to Form of Notice of Borrowing


 


, 2009


 


To:
Administrative Agent

Deutsche Bank Trust Company Americas

60 Wall Street

Mailstop: NYC60-2710

New York, NY 10005

Facsimile No.:
[                              ]

Attn:
[                              ]

Re: Aracruz


 


Ladies
and Gentlemen,


 


Reference
is made to the Export Prepayment Facility Agreement and Secured Loan, dated as
of May 13, 2009 (as amended, restated or otherwise modified from time to
time, the “Credit Agreement”), among Aracruz Trading International Ltd.,
as the Borrower, Aracruz Celulose S.A., Alicia Papéis S.A. and Aracruz Celulose
(USA), Inc., as Guarantors, certain lenders party thereto, Deutsche Bank
Trust Company Americas, as the Administrative Agent, The Bank of New York
Mellon, as the U.S. Collateral Agent, and BNY Mellon Serviços Financeiros
Distribuidora de Títulos e Valores Mobiliários S.A., as the Brazil Collateral
Agent.


 


We
hereby authorize and instruct you, Deutsche Bank Trust Company Americas, as the
Administrative Agent under the Credit Agreement, to:


 


(a) instruct
each Funding Lender (as listed below) to deposit, on or prior to 11:00 a.m.
New York City time on [date],  the date of the Proposed Borrowing, the
principal amounts of U.S. Dollars opposite such Funding Lender’s name into the
account specified opposite such Funding Lender’s name below.


 


	
  Funding Lender

  	
   

  	
  Amount (in US$)(1)

  	
   

  	
  Institution/Account #

  
	
  Banco
  Santander, S.A. - Grand Cayman Branch

  	
   

  	
   

  	
   

  	
   

  
	
  BNP
  Paribas

  	
   

  	
   

  	
   

  	
   

  
	
  Goldman
  Sachs Bank (Europe) Plc

  	
   

  	
   

  	
   

  	
   

  
	
  Banco
  Itaú BBA S/A - Nassau Branch

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC
  Bank Brasil S.A.-Banco Múltiplo Grand Cayman Branch

  	
   

  	
   

  	
   

  	
   

  



 






(1) Note:  US
dollar amount to be converted using FX Rate, which means, as of any date of
determination, the Real/U.S.  Dollar offered rate for U.S. Dollars at
the close of business on such date of determination, expressed as the amount of
Reais per one U.S. Dollar, for
settlement in two (2) Business Days, reported by the Central Bank on
SISBACEN Data System under transaction code PTAX-800 (“Consulta de Câmbio”
or Exchange Rate Inquiry), Option 5 (“Cotações para Contabilidade” or
Rates for Accounting Purposes), bid rate minus
         pps.


 

















 


	
   

  	
  Yours
  faithfully,

  
	
   

  	
   

  
	
   

  	
  ARACRUZ
  CELULOSE S.A.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Direction Letter


 

















 


EXHIBIT C


to Export Prepayment Facility Agreement and Secured Loan


 


FORM OF AMENDED AND RESTATED SECURITY AGREEMENT


 


AMENDED
AND RESTATED SECURITY AGREEMENT dated as of
[                          ],
2009 (as it may be amended, supplemented or otherwise modified from time to
time, this “Agreement”) among ARACRUZ TRADING INTERNATIONAL LTD., a
limited liability company organized under the laws of Hungary, with its
principal place of business at 2161 Csomád, Akácos út 10-11, Hungary, enrolled
with the Court of Registration under No. 13-09-107520 (the “Borrower”),
ARACRUZ CELULOSE S.A., a Brazilian corporation, with its principal place of
business at Rodovia Aracruz/Barra do Riacho, Km 25, s/n, in the City of
Aracruz, State of Espírito Santo, Brazil (“Aracruz Celulose”) and THE
BANK OF NEW YORK MELLON, as the U.S. collateral agent for the Lenders (in such
capacity, together with its successors in such capacity, the “U.S.
Collateral Agent”).


 


RECITALS


 


WHEREAS,
the Borrower, Aracruz Celulose and the U.S. Collateral Agent desire to amend
and restate the Security Agreement, dated as of February 6, 2009, among
the Borrower, Aracruz Celulose and the U.S. Collateral Agent (as amended by the
Resignation and Assignment Agreement dated as of February 18, 2006, among
BNY Mellon Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários
S.A., as former collateral agent under the Security Agreement, the Collateral
Agent, the Borrower and Aracruz Celulose);


 


WHEREAS,
the Borrower, Aracruz Celulose, the Lenders, the U.S. Collateral Agent, BNY
Mellon Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários
S.A., as the Brazil collateral agent for the Lenders (in such capacity,
together with its successors in such capacity, the “Brazil Collateral Agent”),
and Deutsche Bank Trust Company Americas, as the Administrative Agent for the
Lenders (in such capacity, together with its successors in such capacity, the “Administrative
Agent”), are parties to the Aracruz Export Prepayment Facility Agreement
and Secured Loan, dated as of May 13, 2009 (the “Credit Agreement”),
pursuant to which the Lenders have agreed to make or extend credit in the form
of the Loans to the Borrower to refinance the Terminated Derivative Obligations
and the Lender Bilateral Debt (each as defined in the Credit Agreement); and


 


WHEREAS,
a condition precedent to the Lenders’ agreement to make or extend credit in the
form of the Loans is that the Borrower and Aracruz Celulose grant to the
Collateral Agent a security interest in the Collateral (as hereinafter defined)
as security for the Secured Obligations (as hereinafter defined).


 


NOW,
THEREFORE, to induce the Lenders to enter into the Credit Agreement and to make
or extend credit in the form of Loans thereunder, and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, each of the Borrower and Aracruz Celulose has agreed to pledge
and grant a security interest in the Collateral as security for the Secured
Obligations in the manner herein set forth.


 


Accordingly,
the parties hereto agree as follows:


 

















 


ARTICLE I

DEFINITIONS


 


Section 1.1
Certain Defined Terms. (a) All capitalized terms used but not
defined herein shall have the meanings given to such terms in the Credit
Agreement, and the rules of interpretation set forth therein shall apply
to this Agreement.


 


(b) The
terms “Account,” “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Financial
Asset,” “General Intangible,” “Instrument,” “Investment Property,” “Letter-of-Credit
Right, “Proceeds,” “Securities Account,” “Security Entitlement” and “Supporting
Obligations,” when used herein and capitalized, shall have the meanings given
such terms in Article 8 or Article 9, as the case may be, of the UCC.


 


(c) As
used herein, the following terms shall have the following meanings:


 


“Acceleration
Event” means, at any time, (i) the declaration by the Administrative
Agent (upon the request of the Majority Lenders) of the principal amount then
outstanding of, and the accrued interest on, the Loans and the Notes and all
other amounts payable by the Obligors under the Loan Documents to be
immediately due and payable due to the occurrence and continuance of an Event
of Default (as defined in the Credit Agreement) pursuant to Section 9.1 of
the Credit Agreement, as evidenced by a notice from the Administrative Agent to
the Collateral Agent or (ii) the occurrence and continuance of an Event of
Default under Section 9.1(e), (f) or (g) under the Credit
Agreement.


 


“Account
Collateral” has the meaning set forth in Section 2.1(d).


 


“Administrative
Agent” has the meaning set forth in the recitals hereto.


 


“Agreement”
has the meaning set forth in the recitals hereto.


 


“Aracruz
Collection Account” means the securities account number 476008 in the name
of Aracruz Celulose established and maintained at the principal office of the
Intermediary in New York, New York and designated “Aracruz Collection Account”
and any successor account of such account, it being understood that payments
made to the Aracruz Collection Account shall be addressed as follows: The Bank
of New York Mellon ABA # 021-000-018 # 476008.


 


“Aracruz
Debt Service Reserve Account” means the securities account number 476009 in
the name of Aracruz Celulose established and maintained at the principal office
of the Intermediary in New York, New York and designated “Aracruz Debt Service
Reserve Account” and any successor account of such account, it being understood
that payments made to the Aracruz Debt Service Reserve Account shall be
addressed as follows: The Bank of New York Mellon ABA # 021-000-018 # 476009.


 


“ATI
Debt Service Reserve Account” means the securities account number 680179 in
the name of the Borrower established and maintained at the principal office of
the Intermediary in New York, New York and designated “ATI Debt Service Reserve
Account” and any successor account of such account, it being understood that
payments made to the Debt Service Reserve


 


C-2

















 


Account
shall be addressed as follows: The Bank of New York Mellon ABA # 021-000-018 #
680179.


 


“Brazil
Collateral Agent” has the meaning set forth in the recitals hereto.


 


“Collateral”
has the meaning set forth in Section 2.1.


 


“Collateral
Accounts” means, collectively, the Debt Service Reserve Accounts and the
Export Collateral Account.


 


“Control”
means “control” as defined in Section 8-106 and Section 9-106 of the
UCC.


 


“Credit
Agreement” has the meaning set forth in the recitals hereto.


 


“Debt
Service Reserve Accounts” means, collectively, the Aracruz Debt Service
Reserve Account and the ATI Debt Service Reserve Account.


 


“Export
Collateral Account” means the securities account number 680178 in the name
of the Borrower established and maintained at the principal office of the
Intermediary in New York, New York under the Control of the U.S. Collateral
Agent pursuant to the U.S. Account Control Agreement; it being understood that payments made to
the Export Collateral Account shall be addressed as follows: The Bank of New
York Mellon ABA # 021-000-018 A/C # GLA/111-565 ATI Collection Account #
680178.


 


“Fee
Letter” means the letter agreement, dated as of April 30, 2009,
between the U.S. Collateral Agent and Aracruz Celulose, providing for the
payment of fees to the U.S. Collateral Agent in connection with this Agreement,
the U.S. Account Control Agreement and the transactions under the Loan
Documents.


 


“Intermediary”
means The Bank of New York Mellon, as the securities intermediary and
depositary bank under the U.S. Account Control Agreement, and any successor
thereto.


 


“Lenders”
has the meaning set forth in the recitals hereto.


 


“Letter
of Instruction” means a letter to an Eligible Offtaker substantially in the
form of Exhibit A hereto.


 


“Loans”
has the meaning set forth in the recitals hereto.


 


“Non-Payment
Event of Default” means an Event of Default under Section 9.1(a) of
the Credit Agreement.


 


“Process
Agent” has the meaning set forth in Section 5.11(b).


 


“Property”
of any Person means any property, rights or revenues, or interest therein, of
such Person.


 


“Sales
Collateral” has the meaning set forth in Section 2.1(a).


 


C-3
















 


“Secured
Obligations” shall mean the principal of and interest on the Loans under
the Credit Agreement and all other amounts whatsoever now or hereafter from
time to time owing under any of the Loan Documents by the Borrower or any other
Obligor to any of the Secured Parties, whether direct or indirect, absolute or
contingent, or due or to become due.


 


“Secured
Parties” means the Lenders, the Administrative Agent, the U.S. Collateral
Agent and any other Person (other than an Obligor, any Affiliate of any thereof
or a customer of an Obligor) that has a right to receive any payment from an
Obligor under the Loan Documents.


 


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


 


“U.S.
Account Control Agreement” means the Collateral Account Control Agreement
among the Borrower, the U.S. Collateral Agent and the Intermediary dated as of
the date hereof, as it may be amended, supplemented or otherwise modified from
time to time, relating to the Collateral Accounts, substantially in the form of
Exhibit B hereto.


 


“U.S.
Collateral Agent” has the meaning set forth in the preamble hereto.


 


ARTICLE II


PLEDGE OF COLLATERAL


 


Section 2.1 Assignment; Grant of Security Interests.
As collateral security for the prompt payment in full when due (whether at
stated maturity, by acceleration or otherwise) of the Secured Obligations, each
of the Borrower and Aracruz Celulose hereby pledges and grants to the U.S.
Collateral Agent, for the benefit of the Secured Parties as hereinafter provided,
a continuing first priority security interest in all of its respective right,
title and interest in, to and under the following Property (collectively, the “Collateral”):


 


(a) the following Property, whether now owned by the Borrower or
hereafter acquired and whether now existing or hereafter coming into existence
(all being collectively referred to herein as “Sales Collateral”):


 


(i) each Designated Receivable identified on
Schedule 1 to this Agreement, as such Schedule 1 may be amended, supplemented
or replaced from time to time in accordance with the terms of this Agreement
and the Credit Agreement, including all claims (including claims for damages),
causes of action and other rights thereunder or benefits thereof (and any
related Letter of Instructions);


 


(ii) all Sales Rights in respect of any Sales
Agreement relating to each Designated Receivable referred to in the preceding
clause (a)(i), including all claims (including claims for damages), causes of
action, rights and remedies thereunder and all sums or amounts due or to become
due thereunder;


 


(iii) to the extent not included in any of the
foregoing, all Accounts, Chattel Paper, Commercial Tort Claims, Deposit
Accounts, Documents, General Intangibles, Instruments, Investment
Property, Letter-of-Credit Rights and Supporting Obligations


 


C-4

















 


evidencing,
representing, arising from or existing in respect of, relating to, securing or
otherwise supporting the payment of, any of the above;


 


(iv) all books and records regarding any of the
foregoing; and


 


(v) all accessions, rents, profits, income,
benefits, Proceeds, substitutions and replacements of and to any of the above
(including all causes of action, claims and warranties now or hereafter held by
the Borrower in respect of any of the items listed above);


 


(b) the Export Collateral Account and any and all Investment
Property, Financial Assets or other Property (including uninvested funds) from
time to time credited thereto or deposited or carried therein, any and all
investments made with funds therein and any and all Proceeds of any of the
foregoing;


 


(c) the ATI Debt Service Reserve Account and any and all
Investment Property, Financial Assets or other Property (including uninvested
funds) from time to time credited thereto or deposited or carried therein, any
and all investments made with funds therein and any and all Proceeds of any of
the foregoing;


 


(d) the Aracruz Debt Service Reserve Account and any and all
Investment Property, Financial Assets or other Property (including uninvested
funds) from time to time credited thereto or deposited or carried therein, any
and all investments made with funds therein and any and all Proceeds of any of
the foregoing (together with the Export Collateral Account and the ATI Debt
Service Reserve Account, collectively, the “Account Collateral”);


 


(e) all Proceeds, Supporting Obligations, products, substitutions
and replacements of or for, or relating to, any of the Sales Collateral or
Account Collateral and, to the extent not otherwise included, all payments
under insurance policies (whether or not the U.S. Collateral Agent is the loss
payee thereof) that support an Eligible Offtaker’s obligations under its Sales
Agreement(s) identified on Schedule 1 to this Agreement.


 


Section 2.2 The Collateral Accounts. The Borrower
shall have established the ATI Debt Service Reserve Account and the Export
Collateral Account and Aracruz Celulose shall have established the Aracruz Debt
Service Reserve Account on or before the date hereof and shall maintain such
accounts until the final payment in full of all Secured Obligations. All funds
deposited into the Collateral Accounts shall be in U.S. Dollars. If any funds
are proposed to be deposited into any of the Collateral Accounts in a currency
other than U.S. Dollars, then the Borrower shall cause the conversion of such
amounts into U.S. Dollars in accordance with the terms of the Credit Agreement.


 


Section 2.3 The
Borrower and Aracruz Celulose Remain Liable. Anything herein to the contrary
notwithstanding:


 


(a) the Borrower and Aracruz Celulose will remain liable under the
Sales Agreements other Property included in the Collateral to the extent set
forth therein, and will perform all of its respective duties and obligations
under such Sales Agreements and other Collateral to the same extent as if this
Agreement had not been executed;


 


C-5

















 


(b) the exercise by the U.S. Collateral Agent of any of its rights
hereunder will not release the Borrower or Aracruz Celulose from any of its
duties or obligations under any Sales Agreements or other Property included in
the Collateral; and


 


(c) no Secured Party will have any obligation or liability under
any Sales Agreements or other Property included in the Collateral by reason of
this Agreement, nor will any Secured Party be obligated to perform any of the
obligations or duties of the Borrower or Aracruz Celulose thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.


 


Section 2.4 Security
Interest Absolute, etc. This Agreement shall in all respects be a
continuing, absolute, unconditional and irrevocable grant of security interest,
and shall remain in full force and effect until terminated pursuant to Section 3.1(l) of
this Agreement. All rights of the Secured Parties and the security interests
granted to the U.S. Collateral Agent (for its benefit and the ratable benefit
of each other Secured Party) hereunder, and all obligations (including the
Secured Obligations) of the Borrower and Aracruz Celulose hereunder, shall, in
each case, be absolute, unconditional and irrevocable irrespective of:


 


(a) any lack of validity, legality or enforceability of any Loan
Document;


 


(b) the failure of any Secured Party (i) to assert any claim
or demand or to enforce any right or remedy against the Borrower or Aracruz
Celulose or any other Person under the provisions of any Loan Document, or (ii) to
exercise any right or remedy against the Borrower, Aracruz Celulose or any
other Person or collateral securing any obligations (including the Secured
Obligations) under the provisions of any Loan Document;


 


(c) any extension, compromise or renewal of, or change in the
time, manner or place of payment of, or any other change in any other term of,
all or any part of any of the Secured Obligations;


 


(d) any reduction, limitation, impairment or termination of any
Secured Obligations for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to (and Aracruz
Celulose hereby waives any right to or claim of) any defense or setoff,
counterclaim, reimbursement, recoupment or termination whatsoever by reason of
the invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any Secured
Obligations or otherwise;


 


(e) any amendment to, rescission, waiver, or other modification
of, or any consent to or departure from, any of the terms of any Loan Document,
in each case whether or not evidenced by a writing;


 


(f) any addition, exchange or release of any Collateral or of any
Person that is (or will become) a guarantor of the Secured Obligations, or any
surrender or non-perfection of any Collateral, or any amendment to or waiver or
release or addition to, or consent to or departure from, any other guaranty or
Supporting Obligation held by any Secured Party securing any of the Secured
Obligations; or


 


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(g) any other circumstance (including without limitation any
statute of limitations) or any existence of or reliance on any representation
by any Secured Party that might otherwise constitute a defense available to, or
a legal or equitable discharge of, the Borrower, Aracruz Celulose, any surety
or any guarantor.


 


Section 2.5
Releases from the Collateral Accounts. The parties hereto hereby agree
(and each Secured Party shall be deemed to have agreed) that the Collateral
Accounts, and the application and release of funds on deposit thereon, shall be
governed by the U.S. Account Control Agreement and the Loan Documents.


 


ARTICLE III


FURTHER ASSURANCES: REMEDIES


 


Section 3.1
Further Assurances: Remedies. In furtherance of the grant of the pledge
and security interest pursuant to Article II, each of the Borrower and
Aracruz Celulose hereby agrees with the U.S. Collateral Agent for the benefit
of the Secured Parties as follows:


 


(a) Delivery
and Other Perfection. It shall:


 


(i) promptly deliver to the U.S. Collateral
Agent any and all Collateral evidenced by a writing, in each case endorsed
and/or accompanied by such instruments of assignment and transfer in such form
and substance as is necessary or otherwise as the U.S. Collateral Agent (acting
upon the written direction of the Administrative Agent, as instructed by the
Majority Lenders) may reasonably request,


 


(ii) promptly give, execute, deliver, file
and/or record any financing statement, notice, instrument, agreement or other
document that may be required by Applicable Law or necessary or desirable (in
the reasonable judgment of either Agent) to create, preserve, perfect, or
validate the security interest granted pursuant hereto or to enable the U.S.
Collateral Agent to exercise and enforce its rights hereunder with respect to
such pledge and security interest including, without limitation, any such
actions that may be necessary or desirable in any applicable non-U.S.
jurisdiction,


 


(iii) keep full and accurate books and records
relating to the Collateral, and stamp or otherwise mark such books and records
in such manner as either Agent may reasonably request in order to reflect the
security interests granted by this Agreement, and


 


(iv) permit representatives of the Agents, upon
reasonable notice, at any time during normal business hours to inspect and make
copies of and abstracts from its books and records pertaining to the
Collateral, and permit representatives of the U.S. Collateral Agent to be
present at the Borrower’s or Aracruz Celulose’s (or any of its applicable agent’s)
place(s) of business to receive copies of all communications and
remittances relating to the Collateral, and forward copies of any material
notices or communications received by the Borrower or Aracruz Celulose with
respect to the Collateral, all in such manner as any Secured Party may
reasonably request.


 


(b) As to Commercial Tort Claims. Each
of the Borrower and Aracruz Celulose hereby covenants and agrees that, until
the final payment in full of the Secured Obligations and


 


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termination
of this Agreement, with respect to any Commercial Tort Claim hereafter arising
which are included in the Collateral, it shall (i) notify the U.S.
Collateral Agent thereof and (ii) if requested by the U.S. Collateral
Agent (acting upon instructions of the Administrative Agent), deliver to the
U.S. Collateral Agent a supplement to this Agreement in form reasonably
acceptable to the U.S. Collateral Agent (acting upon instructions of the
Administrative Agent) granting the U.S. Collateral Agent a security interest in
such Commercial Tort Claim.


 


(c) Other Financing Statements and Liens.
Without the prior written consent of the U.S. Collateral Agent (acting upon
instructions of the Administrative Agent), it shall not file or suffer to be on
file, or authorize or permit to be filed or to be on file, in any jurisdiction,
any financing statement, recordation, registration or like document with
respect to the Collateral in which the U.S. Collateral Agent is not named as
the sole secured party for the benefit of the Secured Parties.


 


(d) Preservation of Rights. Each of the
Borrower and Aracruz Celulose shall, at its own cost and expense, take any and
all reasonable actions necessary to defend title to the Collateral against all
Persons other than the U.S. Collateral Agent and defend the security interests
of the U.S. Collateral Agent in the Collateral and the priority thereof against
any lien. The U.S. Collateral Agent shall not be required to take steps
necessary to preserve any rights against prior parties to any of the
Collateral.


 


(e) Acceleration Event or Non-Payment Event
of Default. Upon the occurrence and continuance of an Acceleration Event or
a Non-Payment Event of Default:


 


(i) the U.S. Collateral Agent (on behalf of the
Secured Parties) shall have all of the rights and remedies with respect to the
Collateral of a secured party under the UCC (whether or not such code is in
effect in the jurisdiction where the rights and remedies are asserted) and all
additional rights and remedies to which a secured party is entitled under the
Applicable Laws in effect in any jurisdiction where any rights and remedies
hereunder may be asserted, including the right, to the maximum extent permitted
by Applicable Law, to exercise all powers of ownership pertaining to the
Collateral as if the U.S. Collateral Agent were the sole and absolute owner
thereof (and each of the Borrower and Aracruz Celulose agrees to take all such
action as may be necessary or reasonably requested by the U.S. Collateral Agent
to give effect to such right),


 


(ii) the U.S. Collateral Agent may, upon the
written instructions of the Administrative Agent (as directed by the Majority
Lenders), in its name or in the name of the Borrower, Aracruz Celulose or
otherwise, demand, sue for, collect or receive any money or other Property at
any time payable or receivable on account of or in exchange for any of the
Collateral,


 


(iii) the U.S. Collateral Agent may, to the
extent permitted by Applicable Law, upon the written instruction of the
Administrative Agent (as directed by the Majority Lenders) and upon at least
ten Business Days’ prior written notice to the Borrower and Aracruz Celulose of
the time and place, sell, lease, assign or otherwise dispose of, or cause the
sale, lease, assignment or other disposition of all or any part of the
Collateral through agents or otherwise, at such place(s) as the
Administrative Agent deems best, and


 


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for
cash or for credit or for future delivery (without thereby assuming any credit
risk), at public or private sale, without demand of performance or notice of
intention to effect any such disposition or of the time or place thereof
(except such notice as is required above or by Applicable Law and cannot be
waived), and any Person (including the U.S. Collateral Agent and any other
Secured Party) may be the purchaser, lessee, assignee or recipient of any or
all of the Collateral at any public sale (or, to the extent permitted by
Applicable Law, at any private sale) and thereafter hold the same absolutely
free from any claim or right of whatsoever kind, including any right or equity
of redemption (statutory or otherwise), of the Borrower or Aracruz Celulose,
any such demand, notice and right or equity being hereby expressly waived and
released by the Borrower and Aracruz Celulose. The U.S. Collateral Agent may,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
sale may be so adjourned,


 


(iv) notwithstanding Section 3.1(e)(iii) above,
the U.S. Collateral Agent will not be required to provide to the Borrower or
Aracruz Celulose prior notice of the time and place of any sale or other
intended disposition of any of the Collateral with respect to any Collateral
that is perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market, and


 


(v) any action taken by the U.S. Collateral
Agent hereunder shall be taken in good faith and in a commercially reasonable
manner.


 


Each
of the Borrower and Aracruz Celulose acknowledges that, by reason of
prohibitions contained in the United States Securities Act of 1933, as amended,
and applicable state securities laws, there may be a need, with respect to any
sale of all or any part of the Collateral constituting securities, to limit
purchasers to those who agree, among other things, to acquire the Collateral
for their own account, for investment and not with a view to the distribution
or resale thereof. If any such sale of Collateral is made in accordance with
this Agreement, then the parties hereto acknowledge (and each Secured Party
shall be deemed to have acknowledged) that any price obtained in a public or
private sale of such Collateral shall be conclusive and binding upon each of
the parties thereto and hereto (and each of the Secured Parties), to the extent
permitted by Applicable Law. Nothing herein shall be deemed to be a waiver by
either the Borrower or Aracruz Celulose of its respective rights under the UCC.


 


(f) Deficiency.
If the proceeds of collection or other realization of or upon the Collateral
are insufficient to cover the costs and expenses of such realization and the
payment in full of the Secured Obligations, then the Borrower and Aracruz
Celulose shall remain liable for any deficiency.


 


(g) Books
and Records; UCC Matters. Each of the Borrower and Aracruz Celulose agrees
to furnish to the U.S. Collateral Agent upon at least 30 days prior written
notice of any of the following: (i) a change in its legal name from that
indicated in the introductory statement to this Agreement and in its
organizational documents as filed with its jurisdiction of organization; (ii) a
change in its organizational legal entity designation from that indicated in
the introductory statement to this Agreement; (iii) a change in its
jurisdiction of incorporation or formation from


 


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that
indicated in the introductory statement to this Agreement and (iv) a
change in the location of its chief executive office from that indicated in the
introductory statement to this Agreement. Each of the Borrower and Aracruz
Celulose agrees not to effect or permit any change referred to in the preceding
sentence unless it is otherwise permitted by the Credit Agreement and all
filings have been made under the Uniform Commercial Code or other Applicable
Law that are required in order for the U.S. Collateral Agent to continue at all
times following such change to have a valid, legal and perfected, security
interest in the Collateral.


 


(h) Private
Sale. It acknowledges (and each Secured Party will be deemed to have
acknowledged) that any private sale of any of the Collateral may be at prices
and on terms less favorable than those obtainable through a public sale and
agrees (or will be deemed to have agreed) that any such private sale pursuant
to Section 3.1(e)(iii) made in accordance with Applicable Law shall
be deemed to have been made in a commercially reasonable manner and that the
U.S. Collateral Agent shall have no obligation to engage in public sales unless
required by any Applicable Law. Neither the U.S. Collateral Agent nor any of
the other Secured Parties shall incur any liability as a result of the sale of
the Collateral, or any part thereof, at any private sale conducted in a
commercially reasonable manner and made in accordance with Applicable Law. Each
of the Borrower and Aracruz Celulose hereby waives (and each Secured Party will
be deemed to have waived) any claims against the U.S. Collateral Agent or any
other Secured Party arising by reason of the fact that the price at which the
Collateral may have been sold at such a private sale made in accordance with
Applicable Law was less than the price that might have been obtained at a
public sale or was less than the aggregate amount of the Secured Obligations,
even if the U.S. Collateral Agent accepts the first offer received and does not
offer such sold Collateral to more than one offeree.


 


(i) Clean
Sale. Upon any sale of Collateral under this Section made in
accordance with Applicable Law, the U.S. Collateral Agent shall have the right
to deliver, assign and transfer to the purchaser thereof the Collateral so
sold. Each purchaser at any such sale shall hold the Collateral so sold to it
absolutely and free from any Lien, claim or right of any kind, and each of the
Borrower and Aracruz Celulose, to the extent permitted by Applicable Law,
hereby specifically waives all rights of redemption, stay or appraisal that it
has or may have under any Applicable Law with respect thereto. The Borrower
shall execute and deliver such documents and take such other actions as the
U.S. Collateral Agent (acting upon written instructions of the Administrative
Agent) deems necessary or advisable in order that any such sale may be made in
compliance with Applicable Law.


 


(j) Application
of Proceeds. The proceeds of any sale or disposition of all or any part of
the Collateral shall be applied as provided in the Credit Agreement.


 


(k) Attorney-in-Fact.
Without limiting any rights or powers granted by this Agreement to the U.S.
Collateral Agent while no Acceleration Event or Non-Payment Event of Default
exists, during the existence of any Acceleration Event or Non-Payment Event of
Default, the U.S. Collateral Agent is hereby appointed the attorney-in-fact of
each of the Borrower and Aracruz Celulose for the purpose of carrying out the
provisions of this Article and taking any action and executing and
delivering any documents that the U.S. Collateral Agent (acting at the written
instructions of the Administrative Agent, as directed by the Majority Lenders)
may deem necessary or advisable to accomplish the purposes hereof provided that any action taken by the


 


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U.S.
Collateral Agent is taken or made in good faith and in a commercially
reasonable manner, which appointment as attorney-in fact is irrevocable and
coupled with an interest; it being understood that the grant of an
attorney-in-fact is subject at all times to Section 2.3(c) hereof.
Without limiting the generality of the foregoing, so long as the U.S.
Collateral Agent shall be entitled under this Article to make collections
in respect of the Collateral, the U.S. Collateral Agent shall have the right
and power to receive, endorse and collect all checks and other instruments made
payable to the order of the Borrower and/or Aracruz Celulose representing any
payment or other distribution in respect of the Collateral (including the
Designated Receivables) or any part thereof and to give full discharge for the
same.


 


(l) Termination.
If and when all of the Secured Obligations shall have been finally paid in full
(other than any indemnification obligations not yet incurred), this Agreement
shall terminate upon written notice from the Administrative Agent to the U.S.
Collateral Agent and the U.S. Collateral Agent shall (at the written request
and direction of the Borrower and at the Borrower’s cost and expense): (i) cause
to be assigned, transferred and delivered, against receipt but without any
recourse; warranty or representation whatsoever, any remaining Collateral
(including funds received in respect thereof) to or on the order of the
Borrower; (ii) deliver to the Borrower any Collateral or other Property of
the Borrower or Aracruz Celulose in the possession of the U.S. Collateral
Agent; and (iii) execute and file or deliver lien releases, Uniform
Commercial Code termination statements and notices of termination of the U.S.
Account Control Agreement. Notwithstanding the foregoing, the Liens created by
this Agreement on any Products sold under the Sales Agreements shall
automatically terminate upon any such sale or use.


 


(m) Further
Assurances. It shall, at its own cost, promptly take all actions as may be
required by Applicable Law or reasonably requested by the U.S. Collateral Agent
(acting upon instructions of the Administrative Agent) to maintain the Lien
created hereby in full force and effect and enforceable in accordance with its
terms, including, without limitation, any such actions that may be necessary or
desirable in any applicable non-U.S. jurisdiction and including: (i) making
necessary filings and recordations, (ii) making payments of documented
fees and other charges, (iii) issuing and, if necessary, filing or
recording supplemental documentation, including continuation statements, (iv) discharging
all claims or other Liens adversely affecting the rights of the U.S. Collateral
Agent or any other Secured Party in any Collateral, (v) publishing or
otherwise delivering notice to third parties, (vi) depositing title
documents, (vii) taking such other steps as are necessary or as otherwise
the U.S. Collateral Agent may reasonably request to perfect and maintain the
perfection of the security interest in the Collateral and (viii) taking
all other actions as may be required by Applicable Law or as reasonably
requested by the U.S. Collateral Agent to ensure that all after-acquired
property of the Borrower intended to be covered by such Liens is subject to a
valid and enforceable first priority perfected Lien in favor of the U.S.
Collateral Agent (on behalf of the Secured Parties).


 


(n) Collections.
It shall use all commercially reasonable efforts to cause to be collected from
the Eligible Offtaker obligated under each Sales Agreement, as and when due
(including amounts that are delinquent), any and all amounts owing under or on
account of the Designated Receivables, and shall apply promptly upon payment
thereof all such amounts as are so collected to the outstanding balance of such
Designated Receivables. Other than in the ordinary course of business, the
Borrower shall not adjust, settle or compromise the amount or


 


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payment
of any Designated Receivable or Intercompany Obligation, or release wholly or
partly any Eligible Offtaker or obligor thereof, or allow any credit or
discount thereon. The costs and expenses (including attorneys’ fees) of
collection, whether incurred by the Borrower or Aracruz Celulose, on the one
hand, or by the U.S. Collateral Agent, on the other hand, shall be a joint and
several obligation of the Borrower and Aracruz Celulose and shall constitute,
if paid by the U.S. Collateral Agent, Secured Obligations hereunder.


 


(p) Collateral.
Each of the Borrower and Aracruz Celulose shall perform in all material
respects all of its obligations with respect to the Collateral.


 


(q) Acceleration
Event or Non-Payment Event of Default. The U.S. Collateral Agent shall not
be deemed to have knowledge or notice of the occurrence of an Acceleration
Event or a Non-Payment Event of Default unless it has received written notice
from the Administrative Agent or the Borrower specifying such Acceleration
Event or Non-Payment Event of Default. The U.S. Collateral Agent shall take
such action with respect to any Acceleration Event or Non-Payment Event of
Default as the Majority Lenders shall direct; provided
that unless and until the Collateral Agent shall have received such
directions, it may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Acceleration Event or Non-Payment
Event of Default as it shall deem advisable in the best interest of the Secured
Parties except to the extent that the Loan Documents expressly require that
such action be taken, or not be taken, only with the consent or upon the
authorization of the Majority Lenders.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


 


Section 4.1
Representations and Warranties. As of the date hereof, each of the
Borrower and Aracruz Celulose represents and warrants to the Secured Parties
that:


 


(a) Power
and Authority. It (i) is an organization of the type and in the
jurisdiction set forth in the introductory statement to this Agreement and is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization as set forth on the first page hereof and
(ii) has all requisite power and authority to execute, deliver and perform
this Agreement. Its exact legal name is that indicated in the introductory
statement to this Agreement and is the exact name as it appears in its
organizational documents as filed with the jurisdiction of its organization and
on the signature page hereof.


 


(b) Ownership
and Liens. It is (or shall be) the sole beneficial owner of the Collateral
in which it grants a security interest pursuant to Article II and no Lien
exists or will exist upon the Collateral at any time, other than the pledge and
security interest created or provided for herein, which pledge and security
interest: (i) constitute a first priority pledge and security interest in
and to all of the Collateral and (ii) is perfected by the execution and
delivery of the U.S. Account Control Agreement (with respect to the Account
Collateral) and the filing of a UCC financing statement in the District of
Columbia in favor of the U.S. Collateral Agent (with respect to the Sales
Collateral).


 


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(c) Necessary
Filings and Other Actions.


 


(i) Other than, (A) the filing of a UCC
financing statement with the Recorder of Deeds in the District of Columbia
naming the Borrower as debtor and the U.S. Collateral Agent as secured party, (B) the
filing of a UCC financing statement with the Recorder of Deeds in the District
of Columbia naming Aracruz Celulose, as debtor, and the U.S. Collateral Agent,
as secured party, and (C) execution of an U.S. Account Control Agreement
substantially in the form attached hereto as Exhibit B, all notices,
filings, registrations and recordings necessary or appropriate under United
States, Brazilian and Hungarian Applicable Law to create, preserve, protect and
perfect the security interest granted by each of the Borrower and Aracruz
Celulose to the U.S. Collateral Agent (as agent for the Secured Parties) in
respect of the Collateral have been accomplished, and the security interest
granted to the U.S. Collateral Agent in, to and under the Collateral existing on
the date hereof (other than the Account Collateral) constitutes a valid and
enforceable (and, with respect to United States, Brazilian and Hungarian
Applicable Law, perfected) security interest therein, superior and prior to the
rights of all other Persons therein, and, in each case, subject to no other
Liens, sales, assignments, conveyances or transfers.


 


(ii) This Agreement (together with the U.S.
Account Control Agreement) is effective to create the security interest in the
Account Collateral intended to be created hereby, and the security interest
granted to the U.S. Collateral Agent (as agent for the Secured Parties) in, to
and under the Account Collateral constitutes a valid and enforceable perfected
security interest therein, superior and prior to the rights of all other
Persons therein, subject to no other Liens, sales, assignments, conveyances or
transfers.


 


(d) Third
Party Approvals. Except for the filing of UCC financing statements in the
District of Columbia, all Governmental Approvals and other actions by, and all
notices to and filings and registrations with, any Governmental Authority, and
all third-party approvals (including the U.S. Account Control Agreement),
required for the due execution, delivery and performance by Borrower and
Aracruz Celulose of this Agreement and for the legality, validity or
enforceability hereof have been obtained and are in full force and effect and
true copies thereof have been provided to the Agents.


 


(e) Legal
Effect. This Agreement has been duly executed and delivered by the Borrower
and Aracruz Celulose and the U.S. Account Control Agreement has been duly
executed and delivered by the Borrower and each such agreement is the legal,
valid and binding obligation of each such Person party thereto, enforceable
against it in accordance with its terms, in each case except as may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally and as may be limited by equitable principles of
general applicability.


 


(f) Other
Financing Statements. Other than in connection with the security interest
granted herein, no notice of assignment, UCC financing statement (or similar
statement or instrument of registration under the Applicable Law of any
jurisdiction) has been executed, is on file or is registered in any filing or
recording office in any applicable jurisdiction by the


 


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Borrower
or Aracruz Celulose or by any other Person with respect to any interest of any
kind in any of the Collateral.


 


(g) Consent.
No consent is required for the pledge of its rights under any of its material
contracts in respect of the Sales Collateral.


 


(h) Commercial
Activity; Absence of Immunity. It is subject to civil and commercial law
with respect to its obligations hereunder and under the U.S. Account Control
Agreement, the Sales Agreements and the Export Finance Agreement (to the extent
a party thereto), and the making and performance by it of such documents
constitute private and commercial acts rather than public or governmental acts.
It, or any of its Properties, is not entitled to immunity on the grounds of
sovereignty or otherwise from the jurisdiction of any court or from any action,
suit, set-off or proceeding, or service of process in connection therewith,
arising under any such documents.


 


ARTICLE V


MISCELLANEOUS


 


Section 5.1
Release. The U.S. Collateral Agent hereby releases all Liens created
pursuant to the Security Agreement on the Aracruz Collection Account, and
agrees to promptly give, execute, deliver, file and/or record any financing
statement, notice, instrument, agreement or other document that may be required
by Applicable Law or necessary or desirable in order to release such Liens.


 


Section 5.2
Waiver. No failure on the part of the U.S. Collateral Agent or any other
Secured Party to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under this Agreement or the U.S.
Account Control Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The remedies provided in this Agreement are
cumulative and not exclusive of any other remedies provided by Applicable Law.


 


Section 5.3
Notices. All notices, requests, instructions, directions and other communications
provided for herein (including any modifications of, or waivers, requests or
consents under, this Agreement) shall be given in accordance with Section 12.3
of the Credit Agreement.


 


Section 5.4
Expenses. (a) Whether or not the transactions contemplated hereby
are consummated, each of the Borrower and Aracruz Celulose agrees to pay or
reimburse: (i) the U.S. Collateral Agent for all of its fees and
out-of-pocket expenses as provided in the Fee Letter; and (ii) to the
extent not reimbursed under clause (i), the U.S. Collateral Agent for all of
its reasonable and documented out-of-pocket costs and expenses (including the
reasonable and duly documented fees and expenses of legal counsel) in
connection with: (A) the negotiation, preparation, execution and delivery
of this Agreement, the U.S. Account Control Agreement and any related
documents, any enforcement or collection proceedings resulting from the
occurrence of an Acceleration Event or a Non-Payment Event of Default, as the
case may be, whether in any action, suit or litigation, or any bankruptcy,
insolvency or other similar proceedings affecting


 


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creditors’
rights generally; and (B) the negotiation or preparation of any
modification, amendment, supplement or waiver of any of the terms of this
Agreement, the U.S. Account Control Agreement or any other such document
(whether or not consummated).


 


(b) All
amounts payable under this Section shall be secured by the Collateral and
shall be immediately due and payable on demand.


 


Section 5.5
Amendments, Etc. The terms of this Agreement may be waived, altered
or amended only by an instrument in writing duly executed by the parties hereto
(with the written consent of the Majority Lenders required for the U.S.
Collateral Agent’s consent; provided,
however, that with respect to the release of all or any portion of
the Rights or the Collateral, the consent of all Lenders shall be required).
Notwithstanding the foregoing, the parties hereto agree that Schedule 1 hereto
shall be deemed to be automatically amended upon the delivery of each list
delivered by the Borrower pursuant to Section 5.5(a) of the Credit
Agreement to incorporate the Designated Receivables and corresponding Sales
Agreements identified therein. Further to this obligation, upon notice to the
U.S. Collateral Agent, the Borrower is hereby authorized to file amendments
from time to time to any financing statements filed with respect to the Sales
Collateral to reflect any such amendments to Schedule 1 hereto, including,
without limitation, adding or removing names of Eligible Offtakers from the
description of Sales Collateral, a copy of each such amendment, acknowledged by
the relevant filing office, to be provided by the Borrower to the U.S. Collateral
Agent promptly upon the Borrower’s receipt of an acknowledgement of such filing
from the relevant filing office. The parties further agree that Schedule 1
shall be maintained by the U.S. Collateral Agent in such format as selected by
the U.S. Collateral Agent in its sole discretion and need not be physically
attached to this Agreement.


 


Section 5.6
Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns under the Credit Agreement.


 


Section 5.7
Third Party Beneficiaries. This Agreement is made and entered into for
the sole protection and legal benefit of the parties hereto, the Secured
Parties and their permitted successors and assigns (all of which, if not
parties hereto, are third-party beneficiaries hereof for purposes of enforcing
their respective rights hereunder), and no other Person shall be a director
indirect legal beneficiary of, or have any direct or indirect cause of action
or claim in connection with, this Agreement.


 


Section 5.8
Survival. The obligations of the Borrower and Aracruz Celulose under Section 5.4
shall survive the repayment of the Secured Obligations and, in the case of any
Secured Party that may assign any interest in its Secured Obligations, shall
survive the making of such assignment, notwithstanding that such assigning
Secured Party may cease to be a “Secured Party.”


 


Section 5.9
Captions. The captions and section headings appearing herein are
included; solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.


 


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Section 5.10
Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.


 


Section 5.11
Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


Section 5.12
Jurisdiction, Service of Process and Venue. (a) ANY LEGAL ACTION OR
PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF
THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF
NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF
APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, WHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL
ACTION OR PROCEEDING BY THE BORROWER OR ARACRUZ CELULOSE WITH RESPECT TO OR ARISING
OUT OF THIS AGREEMENT (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL
ACTIONS OR PROCEEDINGS BROUGHT AGAINST ATI OR ARACRUZ CELULOSE IN ANY OTHER
JURISDICTION).


 


(b) Each
of the Borrower and Aracruz Celulose hereby irrevocably appoints National
Corporate Research Ltd. (the “Process Agent”), with an office on the
date hereof at 10 East 40th Street, 10th Floor, New York, New York 10016, as
its agent and true and lawful attorney-in-fact in its name, place and stead to
accept on its behalf service of copies of the summons and complaint and any
other process that may be served in any such suit, action or proceeding brought
in the State of New York, and agrees that the failure of the Process Agent to
give any notice of any such service of process to it shall not impair or affect
the validity of such service or, to the extent permitted by Applicable Law, the
enforcement of any judgment based thereon. Such appointment shall be
irrevocable until the final payment of all Secured Obligations, except that if for
any reason the Process Agent appointed hereby ceases to be able to act as such,
then the Borrower or Aracruz Celulose (as applicable) shall, by an instrument
reasonably satisfactory to the U.S. Collateral Agent, appoint another Person in
the Borough of Manhattan as such Process Agent subject to the approval (which
approval shall not be unreasonably withheld) of the U.S. Collateral Agent. Each
of the Borrower and Aracruz Celulose covenants and agrees that it shall take
any and all reasonable action, including the execution and filing of any and
all documents, that may be necessary to continue the designation of the Process
Agent pursuant to this paragraph in full force and effect and to cause the
Process Agent to act as such.


 


(c) Nothing
herein shall in any way be deemed to limit the ability of any Secured Party to
serve any such process or summons in any other manner permitted by Applicable
Law


 


C-16

















 


or
to obtain jurisdiction over the Borrower or Aracruz Celulose in such other
jurisdictions, and in such manner, as may be permitted by Applicable Law.


 


(d) Each
party hereto hereby irrevocably waives any objection that it may now or
hereafter have to the laying of the venue of any suit, action or proceeding arising
out of or relating to this Agreement brought in or removed to New York City
(and courts of appeals therefrom) and hereby further irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. A final judgment (in respect of which
time for all appeals has elapsed) in any such suit, action or proceeding shall
be conclusive and may be enforced by suit upon judgment in any court in any
jurisdiction to which the Borrower or Aracruz Celulose is or may be subject.


 


(e) Each
of the Borrower and Aracruz Celulose irrevocably waives, to the fullest extent
permitted by Applicable Law, any claim that any action or proceeding commenced
against it relating in any way to this Agreement and/or any U.S. Account
Control Agreement should be dismissed or stayed by reason, or pending the
resolution, of any action or proceeding commenced by the Borrower or Aracruz
Celulose relating in any way to this Agreement and/or any U.S. Account Control
Agreement, whether or not commenced earlier. To the fullest extent permitted by
Applicable Law, each of the Borrower and Aracruz Celulose shall take all
measures necessary for any such action or proceeding commenced against it to
proceed to judgment before the entry of judgment in any such action or
proceeding commenced by the Borrower or Aracruz Celulose.


 


Section 5.12
Waiver of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, LITIGATION OR OTHER
PROCEEDING OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY OTHER PERSON, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR
OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED IN A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THE
AGREEMENT OF EACH PARTY HERETO TO THIS PROVISION IS A MATERIAL INDUCEMENT FOR
EACH OF THE OTHER PARTIES HERETO TO ENTER INTO THIS AGREEMENT.


 


Section 5.13
Severability. The illegality or unenforceability in any jurisdiction of
any provision hereof or of any document required hereunder shall not in any way
affect or impair the legality or enforceability of the remaining provisions of
this Agreement or such other document in such jurisdiction or such provision in
any other jurisdiction.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 


C-17

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed and delivered as of the day and year first above written.


 


	
   

  	
  ARACRUZ
  TRADING INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARACRUZ
  CELULOSE S.A.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page to Security Agreement


 

















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON, 

  
	
   

  	
  as
  the U.S. Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page to Security Agreement


 

















 


SCHEDULE 1


to Security Agreement


 


List of Designated Receivables


 


	
  Offtaker

  	
   

  	
  Contract

  Number

  	
   

  	
  Maturity

  Date

  	
   

  	
  Goods

  Shipped

  	
   

  	
  Value at

  Current Market

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A


to Security Agreement


 


Form of Letter of Instructions


 


LETTER OF INSTRUCTIONS


 


,


 


To:
[Name and Address of customer]


 


Ladies
and Gentlemen:


 


We
hereby irrevocably authorize and direct you that all payments made in respect
of all products purchased from ATI in respect of the Sales Agreement dated
                        ,
200       , be made directly to [NAME OF COLLATERAL
AGENT], in its capacity as U.S. Collateral Agent as follows:


 


[                                ]


 


This
Letter of Instructions may not be revoked or modified, or any obligations
hereunder waived (any attempt to do so being null and void ab initio)
without the specific written consent of the U.S. Collateral Agent.
This Letter of Instructions shall be governed by, and construed in accordance
with, the laws of the State of New York without giving effect to any conflict
of laws principles that would require the application of the laws of another
jurisdiction.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARACRUZ
  TRADING INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT B


to Security Agreement


 


FORM OF U.S. ACCOUNT CONTROL AGREEMENT


(See Exhibit D to Export Prepayment Facility Agreement and Secured
Loan)


 

















 


EXHIBIT D


to Export Prepayment Facility Agreement and Secured Loan


 


COLLATERAL ACCOUNT CONTROL AGREEMENT


 


COLLATERAL
ACCOUNT CONTROL AGREEMENT (as amended, restated or otherwise modified from time
to time, the “Agreement”) dated as of
[                        ],
2009 among ARACRUZ TRADING INTERNATIONAL LTD. (“ATI”), ARACRUZ CELULOSE
S.A. (“Aracruz Celulose”), THE BANK OF NEW YORK MELLON, as the U.S.
collateral agent pursuant to the Credit Agreement and Security Agreement
referred to below (in such capacity, together with its successors in such
capacity, the “U.S. Collateral Agent”), and THE BANK OF NEW YORK MELLON,
as the securities intermediary (in such capacity, together with its successors
in such capacity, the “Intermediary”).


 


RECITALS


 


WHEREAS,
ATI, as the borrower, Aracruz Celulose, as guarantor, the Lenders, Deutsche
Bank Trust Company Americas, as the Administrative Agent and the U.S.
Collateral Agent are parties to the Aracruz Export Prepayment Facility
Agreement and Secured Loan dated as of the date hereof (as amended restated or
otherwise modified from time to time, the “Credit Agreement”), pursuant
to which ATI and Aracruz Celulose have agreed to establish with the
Intermediary the Collateral Accounts (as defined below);


 


WHEREAS,
pursuant to Section 2.1 of the Amended and Restated Security Agreement,
dated as of the date hereof (as amended, restated or otherwise modified from
time to time, the “Security Agreement”), between ATI and Aracruz
Celulose, on the one hand, and the U.S. Collateral Agent, on the other hand,
ATI and Aracruz Celulose granted to the U.S. Collateral Agent for the benefit
of the Secured Parties (as defined in the Security Agreement) a security
interest in all of their respective rights, title and interest in, to and under
the Collateral Accounts and in all “financial assets” (within the meaning of Section 8-102
of the UCC) and other property from time to time credited thereto or carried
therein and all security entitlements (within the meaning of Section 8-102
of the UCC) with respect thereto; and


 


WHEREAS,
ATI, Aracruz Celulose and the U.S. Collateral Agent wish to provide for the
perfection under the UCC of the security interest in the Collateral Accounts
created pursuant to the Security Agreement in accordance with the terms of this
Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1.
Definitions. Unless otherwise stated herein, capitalized terms used but
not defined herein shall have the respective meanings given to such terms in
the Security Agreement. In addition, the interpretative provisions of Section 1.1
of the Security Agreement are hereby included by reference as if they were set
forth herein mutatis mutandi.


 


“Aracruz
Debt Service Reserve Account” means the securities account number 476009 of
Aracruz Celulose established and maintained at the principal office of the
Intermediary in New York, New York under the Control of the U.S. Collateral
Agent pursuant to this Agreement, it


 
















 


being understood that payments made to the
Aracruz Debt Service Reserve Account shall be addressed as follows: The Bank of
New York Mellon ABA # 021-000-018 # 476009.


 


“ATI
Debt Service Reserve Account” means the securities account number 680179 of
ATI established and maintained at the principal office of the Intermediary in
New York, New York under the Control of the U.S. Collateral Agent pursuant to
this Agreement, it being understood that
payments made to the ATI Debt Service Reserve Account shall be addressed as
follows: The Bank of New York Mellon ABA # 021-000-018 # 680179.


 


“Collateral
Accounts” means, collectively, the Debt Service Reserve Accounts and the
Export Collateral Account.


 


“Debt
Service Reserve Accounts” means, collectively, the Aracruz Debt Service
Reserve Account and the ATI Debt Service Reserve Account.


 


“Event
of Default” has the meaning set forth in the Credit Agreement.


 


“Export
Collateral Account” means the securities account number 680178 of ATI
established and maintained at the principal office of the Intermediary in New
York, New York under the Control of the U.S. Collateral Agent pursuant to this
Agreement; it being understood that
payments made to the Export Collateral Account shall be addressed as follows:
The Bank of New York Mellon ABA # 021-000-018 A/C # GLA/111-565 ATI Collection
Account # 680178.


 


SECTION
2. Establishment of Collateral Accounts. (a) The Intermediary confirms,
represents and warrants that: (i) the Export Collateral Account (account number
680178) has been established and is maintained on the Intermediary’s books and
records at the principal office of the Intermediary in New York, New York, (ii)
the Intermediary is a “securities intermediary” (within the meaning of Section
8-102 of the UCC), (iii) the Export Collateral Account will be a “securities
account” (within the meaning of Section 8-501 of the UCC) to which “financial
assets” (within the meaning of Section 8-102 of the UCC) are or may be credited
and the Intermediary agrees to treat ATI as entitled to exercise the rights
that comprise the “financial assets” credited thereto, (iv) ATI will be the
sole “entitlement holder” (within the meaning of Section 8-102 of the UCC) of
the Export Collateral Account and is identified as such in the records of the
Intermediary and (v) all property delivered to the Intermediary pursuant to the
Loan Documents for credit thereto shall be promptly credited (by book entry of
otherwise) to the Export Collateral Account.


 


(b)
The Intermediary confirms, represents and warrants that: (i) the ATI Debt
Service Reserve Account (account number 680179) has been established and is
maintained on the Intermediary’s books and records at the principal office of
the Intermediary in New York, New York, (ii) the Intermediary is a “securities
intermediary” (within the meaning of Section 8-102 of the UCC), (iii) the ATI
Debt Service Reserve Account will be a “securities account” (within the meaning
of Section 8-501 of the UCC) to which “financial assets” (within the meaning of
Section 8-102 of the UCC) are or may be credited and the Intermediary agrees to
treat ATI as entitled to exercise the rights that comprise the “financial
assets” credited thereto, (iv) ATI will be the sole “entitlement holder”
(within the meaning of Section 8-102 of the UCC) of the ATI Debt Service
Reserve Account and is identified as such in the records of the Intermediary
and (v)


 


D-2

















 


all
property delivered to the Intermediary pursuant to the Loan Documents for
credit thereto shall be promptly credited (by book entry of otherwise) to the
ATI Debt Service Reserve Account.


 


(c)
The Intermediary confirms, represents and warrants that: (i) the Aracruz Debt
Service Reserve Account (account number 476009) has been established and is
maintained on the Intermediary’s books and records at the principal office of
the Intermediary in New York, New York, (ii) the Intermediary is a “securities
intermediary” (within the meaning of Section 8-102 of the UCC), (iii) the
Aracruz Debt Service Reserve Account will be a “securities account” (within the
meaning of Section 8-501 of the UCC) to which “financial assets” (within the
meaning of Section 8-102 of the UCC) are or may be credited and the
Intermediary agrees to treat Aracruz Celulose as entitled to exercise the
rights that comprise the “financial assets” credited thereto, (iv) Aracruz
Celulose will be the sole “entitlement holder” (within the meaning of Section
8-102 of the UCC) of the Aracruz Debt Service Reserve Account and is identified
as such in the records of the Intermediary and (v) all property delivered to
the Intermediary pursuant to the Loan Documents for credit thereto shall be
promptly credited (by book entry of otherwise) to the Aracruz Debt Service
Reserve Account.


 


SECTION
3. Financial Assets Election. Each of the parties hereto agrees that
each item of property (whether any security, instrument, obligation, share,
participation, interest or other property whatsoever but excluding cash) at any
time in the Collateral Accounts shall be treated as a “financial asset” (within
the meaning of Section 8-102 of the UCC).


 


SECTION
4. Duties and Liabilities of the Intermediary Generally. (a) The
Intermediary undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement, the Credit Agreement, the Security
Agreement or as required of a securities intermediary or bank pursuant to
Articles 8 and 9 of the UCC.


 


(b)
The rights, benefits, protections and immunities provided to the U.S. Collateral Agent in the Credit
Agreement and the Security Agreement are incorporated herein and shall extend
to the Intermediary.


 


SECTION
5. Entitlement Orders. (a) ATI hereby directs the Intermediary and the
Intermediary hereby agrees that the Intermediary will comply with all
entitlement orders in respect of the Export Collateral Account originated by
the U.S. Collateral Agent without further consent by ATI or any other Person.
ATI hereby further directs and the Intermediary hereby further agrees that the
Intermediary will not comply with entitlement orders in respect of the Export
Collateral Account originated by ATI or any other Person without the written
consent of the U.S. Collateral Agent.


 


(b)
Each of ATI and Aracruz Celulose hereby directs the Intermediary and the Intermediary
hereby agrees that the Intermediary will comply with entitlement orders in
respect of the ATI Debt Service Reserve Account and the Aracruz Debt Service
Reserve Account originated by the U.S. Collateral Agent without further consent
by either ATI or Aracruz Celulose or any other Person. Each of ATI and Aracruz
Celulose hereby further directs and the Intermediary hereby further agrees that
the Intermediary will not comply with entitlement orders in respect of either
the ATI Debt Service Reserve Account or the Aracruz Debt Service Reserve
Account originated by ATI or Aracruz Celulose without the consent of the U.S.
Collateral Agent


 


D-3

















 


(such
consent to be provided by the U.S. Collateral Agent to the Intermediary in
accordance with Section 3.4(i) of the Credit Agreement).


 


(c)
The Intermediary shall have no obligation to act, and shall be fully protected
in refraining from acting, in respect of the financial assets or funds, as
applicable, credited to the Collateral Accounts, in the absence of any such
entitlement order or instruction, as applicable.


 


SECTION
6. Statements. The Intermediary shall furnish ATI, Aracruz Celulose and
the U.S. Collateral Agent with advices of each transaction affecting the Collateral
Accounts and monthly account statements within one business day of the end of
each month and at the time of any transaction during that month.


 


SECTION
7. Subordination of Lien: Waiver of Set-Off. If the Intermediary has or
subsequently obtains by agreement, operation of law or otherwise a security
interest in any of the Collateral Accounts or any security entitlement in
respect of financial assets carried therein or funds deposited therein, as
applicable, then the Intermediary hereby agrees that such security interest
shall be subordinate to the security interest of the U.S. Collateral Agent (on
behalf of the Secured Parties) under the Security Agreement, and agrees that
the financial assets standing to the credit thereof shall not be subject to deduction,
set-off, banker’s lien or any other right in favor of any Person other than the
U.S. Collateral Agent (except for the face amount of any checks that have been
credited thereto and funds on deposit therein but are subsequently returned
unpaid because of uncollected or insufficient funds); provided that the Intermediary may set off
from the Collateral Accounts all amounts due to it in respect of its customary
fees and expenses for the routine maintenance and operation of such account.
Notwithstanding anything herein to the contrary, the Intermediary shall have a
lien senior to that of the U.S. Collateral Agent for any and all amounts
required for the payment of the purchase price of a financial asset, which
purchase has been placed but not yet cleared or settled.


 


SECTION
8. Representations, Warranties and Covenants of the Intermediary. The
Intermediary agrees with and, as of the date hereof, represents and warrants to
the U.S. Collateral Agent as follows:


 


(a)
The Collateral Accounts shall each be maintained in the manner set forth herein
until termination of this Agreement, and the Intermediary shall not change the
name or account number of either thereof without the prior written consent of
the U.S. Collateral Agent.


 


(b)
This Agreement is the legal, valid and binding obligation of the Intermediary
except as may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of creditors’ rights generally and as may be limited by
equitable principles of general applicability.


 


(c)
The Intermediary has not entered into, and until the termination of this
Agreement shall not enter into: (i) any agreement with any other Person
relating to the Collateral Accounts and/or any property (including uninvested
funds) credited thereto or carried therein pursuant to which it agrees to
comply with entitlement orders of, or instructions directing distribution of
uninvested funds from, such Person or (ii) any other agreement with ATI,
Aracruz Celulose or any other Person purporting to limit or condition the
obligation of the Intermediary to comply with entitlement orders and
instructions directing distribution of uninvested funds originated by


 


D-4

















 


the
U.S. Collateral Agent as set forth in Section 5. The Intermediary shall not
comply with any entitlement orders or instructions directing distribution of
uninvested funds originated by any Person with respect to the property
(including uninvested funds) carried in or credited to the Collateral Accounts
other than the U.S. Collateral Agent, ATI or Aracruz Celulose in accordance
with the terms of the Credit Agreement.


 


SECTION
9. Notice of Adverse Claims. Except for the claims and interest of the
U.S. Collateral Agent in the Collateral Accounts, the Intermediary confirms
(without any obligation of independent inquiry or investigation) that it does
not know of any Liens on, claim to or interest in the Collateral Accounts or in
any financial asset credited thereto or uninvested funds on deposit therein,
including adverse claims as defined in Article 8 of the UCC. If the
Intermediary becomes aware that (without any obligation of independent inquiry
or investigation) any Person other than the U.S. Collateral Agent asserts any
Lien, claim or interest (including any writ, garnishment, judgment, warrant of
attachment, execution or similar process) against the Collateral Accounts or in
respect of any financial asset credited thereto or uninvested funds on deposit
therein, then the Intermediary shall promptly notify the U.S. Collateral Agent
and ATI thereof.


 


SECTION.
10. Termination: Resignation. The rights and powers granted herein to
the U.S. Collateral Agent and the Intermediary have been granted in order to
perfect the U.S. Collateral Agent’s security interests in the Collateral
Accounts, are powers coupled with an interest and are not intended to be
affected by the bankruptcy (or similar event) of ATI or Aracruz Celulose or the
lapse of time. The obligations of the Intermediary hereunder shall continue in
effect until the security interest of the U.S. Collateral Agent in the
Collateral Accounts has been terminated pursuant to the Security Agreement and
the U.S. Collateral Agent has notified the Intermediary of such termination in
writing. The Intermediary may at any time resign by giving at least 30 days’
prior written notice of resignation to the U.S. Collateral Agent, ATI and
Aracruz Celulose, and may at any time (with or without cause) be removed by the
U.S. Collateral Agent by giving at least 30 days’ prior written notice to the
Intermediary from the U.S. Collateral Agent, and such resignation or removal
shall be effective upon the appointment by the U.S. Collateral Agent of a
successor and the acceptance by the successor of such appointment.


 


SECTION
11. Waiver. No failure on the part of the U.S. Collateral Agent or any
other Secured Party to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege under this Agreement preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The remedies provided in this Agreement are cumulative and not
exclusive of any other, remedies provided by Applicable Law.


 


SECTION
12. Notices. All notices, requests, instructions, directions and other
communications provided for herein (including any modifications of, or waivers,
requests or consents under, this Agreement) shall be given or made in writing
(including by facsimile) delivered to: (a) any of ATI, Aracruz Celulose or the
U.S. Collateral Agent at its respective address for notices specified in
accordance with Section 12.3 of the Credit Agreement and shall be deemed to
have been given at the times specified in such Section or (b) the Intermediary
at:


 


D-5

















 


THE BANK OF NEW YORK MELLON

101 Barclay Street - 4E

New York, NY 10286

Attention:     Marcia Nascimento, Assistant
Vice President — Relationship


Manager,
International Corporate Trust

Facsimile: +1 212-815-5802

Telephone: +1 212-815-4991


 


SECTION
13. Amendments, Etc. Subject to Section 12.6 of the Credit Agreement,
the terms of this Agreement may be waived, altered or amended only by an
instrument in writing duly executed by each of the parties hereto and shall be
binding upon each other Secured Party.


 


SECTION
14. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that neither ATI nor Aracruz Celulose may assign or transfer
any of its rights or obligations hereunder except as provided in Section 12.5
of the Credit Agreement.


 


SECTION
15. Third Party Beneficiaries. This Agreement is made and entered into
for the sole protection and legal benefit of the parties hereto, the Secured
Parties and their permitted successors and assigns (all of which, if not
parties hereto, are third-party beneficiaries hereof for purposes of enforcing
their respective rights hereunder), and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action
or claim in connection with, this Agreement.


 


SECTION
16. Captions. The captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.


 


SECTION
17. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.


 


SECTION
18. Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. REGARDLESS OF ANY
PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE UCC, THE SECURITIES
INTERMEDIARY’S JURISDICTION (WITHIN THE MEANING OF SECTION 8-110(e) OF THE UCC)
WITH RESPECT TO THE COLLATERAL ACCOUNTS IS THE STATE OF NEW YORK.


 


(b)
ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT
TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS
OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING
IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS


 


D-6

















 


AGREEMENT,
EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF
APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, WHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL
ACTION OR PROCEEDING BY ATI OR ARACRUZ CELULOSE WITH RESPECT TO OR ARISING OUT
OF THIS AGREEMENT (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL ACTIONS
OR PROCEEDINGS BROUGHT AGAINST ATI OR ARACRUZ CELULOSE IN ANY OTHER
JURISDICTION).


 


SECTION
19. Severability. The illegality or unenforceability in any jurisdiction
of any provision hereof or of any document required hereunder shall not in any
way affect or impair the legality or enforceability of the remaining provisions
of this Agreement or such other document in such jurisdiction or such provision
in any other jurisdiction.


 


SECTION
20. Voting Rights. Until such time as the Intermediary receives
instructions from the U.S. Collateral Agent (i) ATI shall direct the
Intermediary with respect to the voting, if applicable, of any financial assets
credited to the Export Collateral Account and the ATI Debt Service Reserve
Account and (ii) Aracruz Celulose shall direct the Intermediary with respect to
the voting, if applicable, of any financial assets credited to the Aracruz Debt
Service Reserve Account.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 


D-7

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Collateral U.S. Account
Control Agreement to be duly executed as of the day and year first above
written.


 


	
   

  	
  ARACRUZ
  TRADING INTERNATIONAL LTD.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page to U.S. Account Control Agreement


 

















 


	
   

  	
  ARACRUZ
  CELULOSE S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page to U.S. Account Control Agreement


 

















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON, 

  
	
   

  	
  as
  U.S. Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page to U.S. Account Control Agreement


 

















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON,

  
	
   

  	
  as
  Intermediary

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page to U.S. Account Control Agreement


 
















 


EXHIBIT E

to Export Prepayment Facility Agreement and Secured Loan


 


FIRST AMENDMENT TO AND CONSOLIDATION OF THE BANK ACCOUNT

PLEDGE AGREEMENT


 


FIRST
AMENDMENT TO AND CONSOLIDATION OF THE BANK ACCOUNT PLEDGE AGREEMENT, dated as
of [·], 2009 (as it may be amended
from time to time, this “First Amendment”), among:


 


(a) ARACRUZ
CELULOSE S.A., a company duly organized and validly existing under the laws of
Brazil, headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of
Aracruz, State of Espírito Santo, Brazil, enrolled with the General Taxpayers’
Register (CNPJ) under No. 42.157.511/0001-61, herein represented by its
legal representatives in accordance with its by-laws (“Aracruz”); and


 


(b) BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
S.A., a financial institution headquartered at Avenida Presidente Wilson, 231,
11th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled
with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
herein represented by its legal representatives in accordance with its by-laws,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading International Ltd., a company duly organized and existing
under the laws of the Republic of Hungary, headquartered at 2161 Csomád, Akácos
út 10-11, Hungary, enrolled with the Court of Registration under No. 13-19-107520
(“Aracruz Trading”), under the Export Prepayment Facility Agreement and
Secured Loan (the “Credit Agreement”), dated as of May 13, 2009,
executed among Aracruz Trading, Aracruz, Alícia Papéis S.A., Aracruz Celulose
(USA), Inc. and the following Lenders: Banco Itaú BBA S.A. - Nassau
Branch, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú BBA”),
Banco Santander, S.A., a financial institution duly organized and validly
existing under the laws of Spain, headquartered at [·], in [·] (“Santander”),
Banco Santander, S.A., Grand Cayman Branch, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander Cayman”),
Barclays Bank plc, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“BNP”),
Calyon, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·] (“Calyon”),
Citibank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Citibank”), Deutsche Bank AG - London
Branch, a financial institution duly organized and validly existing under the
laws of Germany, headquartered


 

















 


at
[·], in [·], acting through its London Branch, located at [·] (“DB”), Goldman Sachs Bank (Europe) Plc, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“GS”),
HSBC Bank Brasil S.A. - Banco Múltiplo, a financial institution duly organized
and validly existing under the laws of [·],
headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“HSBC”), JP Morgan
Chase Bank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“JP Morgan”), Merrill Lynch Credit
Products, LLC, a financial institution duly organized and validly existing
under the laws of [·], headquartered
at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria
S.A., a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·] (“Lehman”).


 


RECITALS


 


WHEREAS,
Aracruz and the Collateral Agent executed on February 5, 2009, the Bank
Account Pledge Agreement (Contrato de Penhor)  registered with the 6th Registry
of Titles and Deeds of São Paulo under No. 1578626 (as it may be amended
from time to time, the “Account Pledge Agreement”), by means of which
Aracruz pledged its rights with respect to the bank account held by it with
Banco Bradesco S.A., branch No. 0895-8, account No. 89860-0, as well
as the deposits and monies maintained at such bank account (the bank account
and the deposits and monies maintained therein, at any time, collectively, the “Collateral
Account”) to the Collateral Agent, for the exclusive benefit of the
Lenders;


 


WHEREAS,
the security created under the Account Pledge Agreement is intended to secure
the prompt and punctual payment of all of Aracruz Trading’s obligations under
the Credit Agreement (such obligations being hereinafter referred to as “Secured
Obligations” are more fully detailed below); and


 


WHEREAS,
in consideration of the provisions contained in the Credit Agreement, the
Account Pledge Agreement needs to be amended, pursuant to the terms set out in
this First Amendment.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.
The parties mutually agree to include a new Section to the Account Pledge
Agreement which shall read as follows:


 


E-2

















 


“ARTICLE I

DEFINITIONS


 


Section 1.1 Certain Defined Terms. (a) The
terms used herein and initialized by capital letters, except if otherwise
provided for in this Account Pledge Agreement, shall have the same meaning
ascribed to them in the Credit Agreement. All the terms defined in this Account
Pledge Agreement shall have the same meaning whenever used in any other
certificate or document delivered or prepared in relation to this Account
Pledge Agreement, except if otherwise provided for in such certificate or
document.


 


(b) All references to the Collateral Agent
contained in this Account Pledge Agreement shall be construed as references to
the Collateral Agent, in its capacity of representative of the Lenders.”


 


2.
The parties mutually agree to amend and renumber Section 1 of the Account
Pledge Agreement, which shall read as follows:


 


“ARTICLE II

PLEDGE OF COLLATERAL


 


Section 2.1 Pledge; Grant of Security
Interest. In order to secure the timely and full payment and performance,
when due (either in the original maturity date, in case of acceleration or in
any other date) of all Secured Obligations in accordance with article 1,451 et
seq. of the Brazilian Civil Code, Aracruz hereby pledges to the Collateral
Agent, for the exclusive benefit of the Lenders, its bank account held on Banco
Bradesco S.A. (the “Intermediary”), branch No. 0895-8, account No. 89860-0,
as well as the deposits maintained in such bank account (the bank account and
the deposits maintained therein, at any time, collectively, the “Collateral
Account”). For purposes of the provisions of article 1,424 of the Brazilian
Civil Code, the Secured Obligations are duly described and characterized in Section 3.1
below.


 


Section 2.2 Collateral Account Control.
Aracruz undertakes to notify the Intermediary, according to Section 4.1(b) below,
of the security created hereunder, informing the Intermediary that the
Collateral Account shall, as of the date hereof and as long as this Account
Pledge Agreement is in force, be under full control of the Collateral Agent,
acting on behalf of the Lenders.”


 


3.
The parties mutually agree to amend and renumber Section 2 of the Account
Pledge Agreement, which shall read as follows


 


“ARTICLE III

SECURED OBLIGATIONS


 


Section 3.1 Secured Obligations. For
purposes of the provisions of article 1,424 of the Brazilian Civil Code, the
parties hereby confirm that the Secured Obligations have the following general
terms and conditions: (i) principal amount of U.S.$ [·],
equivalent on the date hereof to R$ [·], using
for conversion purposes the PTAX 800 rate, option 5,


 


E-3

















 


disclosed on [·] by the Central Bank of
Brazil through the Sisbacen System; (ii) final maturity date on December 31,
2017; (iii) interest accrued on the principal amount mentioned herein to be
calculated based on the LIBOR rate for three-month deposits, added by a margin
as follows: (a) from 01/01/2009 to 12/31/2009 - a margin of 3.50% p.a.
(three integers and fifty hundredth per annum), (b) from 01/01/2010 to
06/30/2010 - a margin of 4.00% p.a. (four percent per annum), (c) from
07/01/2010 to 12/31/2010 - a margin of 4.25% p.a. (four integers and twenty
five hundredth per annum), (d) from 01/01/2011 to 06/30/2011 - a margin of
4.50% p.a. (four integers and fifty hundredth per annum), (e) from 07/01/2011
to 12/31/2011 - a margin of 4.75% p.a. (four integers and seventy five
hundredth per annum), (f) from 01/01/2012 to 06/30/2012 - a margin of
5.00% p.a. (five percent per annum), (g) from 07/01/2012 to 12/31/2012 - a
margin of 5.25% p.a. (five integers and twenty five hundredth per annum), (h) from
01/01/2013 to 06/30/2013 - a margin of 5.50% p.a. (five integers and fifty
hundredth per annum), (i) from 07/01/2013 to 12/31/2013 - a margin of
5.75% p.a. (five integers and seventy five hundredth per annum), and (j) from
01/01/2014 until final maturity, on 12/31/2017 - a margin of 6.00% p.a. (six
percent per annum); and (iv) the collateral granted hereunder corresponds
to the Collateral Account. For purposes of this Agreement, the term “LIBOR”
means the London Interbank Offered Rate.”


 


4.
The parties mutually agree to amend and renumber Section 3 of the Account
Pledge Agreement, which shall read as follows:


 


“ARTICLE IV

REGISTRATON OF PLEDGE


 


Section 4.1 Registration of Pledge. (a) Aracruz
undertakes to provide to the Collateral Agent (i) no later than seven (7) calendar
days as from the execution hereof, evidence of filing for registration of this
Agreement, together with its sworn translation into Portuguese, with the
competent Registry of Titles and Deeds (Registro de Títulos e
Documentos),
and (ii) no later than five (5) Business Days after the date on which
such registration is granted, evidence thereof.


 


(b) Aracruz also undertakes to (i) no later
than three (3) Business Days as from the execution hereof, send notice to
the Intermediary, substantially in the form of Exhibit A hereto, of the
execution of this Account Pledge Agreement, and (ii) no later than seven (7) Business
Days as from the execution hereof, provide to the Collateral Agent evidence of
the acknowledgement and agreement with this Account Pledge Agreement by the
Intermediary.


 


(c) In addition, Aracruz undertakes to,
immediately upon the execution of any amendment in accordance with Section 11.4
below (an “Amendment”), to comply with the same procedure described in Section 4.1(a) above
and, if applicable, Section 4.1(b).


 


(c) All costs and expenses incurred as a result
of the registrations mentioned in this Section shall be exclusively borne
by Aracruz.”


 


E-4

















 


5.
The parties mutually agree to amend and renumber Section 4 of the Account
Pledge Agreement, which shall read as follows:


 


“ARTICLE V
  REPRESENTATIONS AND WARRANTIES


 


Section 5.1 Representations and Warranties.
Aracruz hereby represents and warrants to the Collateral Agent that on the date
hereof and during the term of effectiveness of this Account Pledge Agreement,
in relation to supervening facts and circumstances:


 


(a) the pledge over the Collateral Account
herein created constitutes a first priority, legitimate, valid and perfected
security interest, enforceable in accordance with its terms and conditions
against Aracruz, except as enforceability thereof may be limited by (i) applicable
bankruptcy, insolvency, reorganization, recuperação judicial, recuperação
extrajudicial, liquidation, dissolution, arrangement or winding up or
composition or readjustment of debts, or other laws affecting the enforcement
of creditors’ rights generally, and (ii) the application of general
principles of equity (regardless of whether such enforceability is considered
in a proceeding at law or equity);


 


(b) the execution, performance and creation of
the security interest created by means of this Account Pledge Agreement (i) do
not and will not constitute any conflict, violation or default under any
material contractual obligation of Aracruz and (ii) do not and will not
result in the creation or imposition of any lien over other assets of Aracruz
or over any profits or income resulting therefrom, and except for the lien
created in this Account Pledge Agreement;


 


(c) the Collateral Account, solely owned by
Aracruz, was validly open and is free and clear from any judicial or
extrajudicial liens, constrictions or encumbrances, except for the lien created
in this Account Pledge Agreement;


 


(d) Aracruz is the lawful owner and possessor of
the Collateral Account and all rights inherent to the Collateral Account and
has the powers and authorities required to (i) execute this Account Pledge
Agreement (together with the Account Control Agreement); (ii) perform the
obligations herein provided for; and (iii) pledge the Collateral Account;
and


 


(e) the power of attorney granted by Aracruz and
delivered to the Collateral Agent under Section 7.1(b) has been duly
and validly granted and confers to the Collateral Agent the powers expressed
therein. Aracruz has not granted any other power of attorney or executed any
other document or agreement in relation to the Collateral Account except for
this Account Pledge Agreement.”


 


6.
The parties mutually agree to amend and renumber Section 5 of the Account
Pledge Agreement, which shall read as follows:


 


E-5

















 


“ARTICLE VI 

OBLIGATIONS


 


Section 6.1 Obligations. Aracruz agrees
and undertakes, before the Collateral Agent and to the exclusive benefit of the
Lenders, during the term of effectiveness of this Account Pledge Agreement, to:


 


(a) upon the occurrence and during the
continuance (subject to the applicable cure periods set forth in the Credit
Agreement, if any) of an Event of Default under Section 9.1(a) of the
Credit Agreement, or to the extent that an automatic acceleration event occurs
under Section 9.1(e), (f) or (g) of the Credit Agreement or upon
the occurrence of any other Event of Default to the extent that the
Administrative Agent (upon request of the Majority Lenders) declares the
acceleration of all amounts due thereunder, which shall be evidenced by means
of a written notice sent to the Collateral Agent (together with copy of the
notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), promptly revert the Collateral Account and all
related rights to the Collateral Agent;


 


(b) upon the occurrence and during the
continuance (subject to the applicable cure periods set forth in the Credit
Agreement, if any) of an Event of Default under Section 9.1(a) of the
Credit Agreement, or to the extent that an automatic acceleration event occurs
under Section 9.1(e), (f) or (g) of the Credit Agreement or upon
the occurrence of any other Event of Default to the extent that the
Administrative Agent (upon request of the Majority Lenders) declares the
acceleration of all amounts due thereunder, which shall be evidenced by means
of a written notice sent to the Collateral Agent (together with copy of the
notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), comply with any and all instructions transmitted by
the Collateral Agent in relation to this Account Pledge Agreement;


 


(c) at any time and from time to time, upon
written request by the Collateral Agent and at the exclusive expense of
Aracruz, perform any and all reasonable actions, as well as execute and deliver
to the Collateral Agent, no later than ten (10) Business Days as from such
request, all additional instruments and documents reasonably required to
perfect and preserve the security interest granted pursuant to this Account
Pledge Agreement;


 


(d) notify the Collateral Agent, no later than
three (3) Business Days, of the occurrence of any event that results in
violation or inaccuracy of any of the representations made in Section 5.1
above. Aracruz further agrees to take all actions required or that the
Collateral Agent may require in order to maintain the representations and
warranties made by Aracruz under the Credit Agreement true and correct until
all Secured Obligations are paid in full, and the security interest is released
pursuant to the terms of the Credit Agreement;


 


(e) at any time and from time to time, upon
written request of the Collateral Agent and at the exclusive expense of
Aracruz, provide to the Collateral Agent, no later than ten (10) Business
Days as from such request, all information and evidencing documents related to
the Collateral Account that the Collateral Agent may reasonably request;


 


E-6

















 


(f) not to create, incur or permit the creation
of any liens or options in favor or upon request of any person other than the
Collateral Agent, acting on behalf of the Lenders, regarding the Collateral
Account or any rights thereon, except for the pledge created in this Account
Pledge Agreement; nor dispose of the Collateral Account, except upon prior and
written authorization of the Collateral Agent or as otherwise permitted under
the Credit Agreement;


 


(g) pay, before the imposition of any fines,
penalties, interest or expenses, all taxes, contributions or other charges,
levied on the Collateral Account currently or in the future, and pay or cause
to be paid all claims that, if not paid, may reasonably result in the creation
of a lien;


 


(h) not to execute or allow the execution of any
agreement, nor to perform any act or incur in any omission, that may restrict
or reduce the rights or capacity of the Collateral Agent to dispose of
Collateral Account or any portion thereof, except upon the prior and express
authorization of the Collateral Agent;


 


(i) defend the security interest, the ownership
and interests of Lenders in relation to the Collateral Account against any
claims or demands by third parties;


 


(j) promptly (and, in any event, within seven (7) Business
Days) after Aracruz knowledge thereof, give to the Collateral Agent notice of
any litigation, claim, investigation, arbitration, other proceeding or
controversy pending or, to its knowledge, threatened involving or relating to
the Collateral Account; and


 


(k) maintain the Collateral Account open and in
full operational conditions, and to pay any and all fees in connection
therewith.”


 


7.
The parties mutually agree to amend and renumber Section 7 of the Account
Pledge Agreement, which shall read as follows:


 


“ARTICLE VII 

FORECLOSURE AND COLLECTION


 


Section 7.1 Foreclosure and Collection. (a) Without
prejudice of previous provisions, upon the occurrence and during the
continuance subject to the applicable cure periods set forth in the Credit
Agreement, if any) of an Event of Default under Section 9.1(a) of the
Credit Agreement, or to the extent that an automatic acceleration event occurs
under the Section 9.1(e), (f) or (g) of the Credit Agreement or
upon the occurrence of any other Event of Default to the extent that the
Administrative Agent (upon request of the Majority Lenders) declares the
acceleration of all amounts due thereunder, which shall be evidenced by means
of a written notice sent to the Collateral Agent (together with copy of the
notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), the Collateral Agent is hereby irrevocably and irretrievably,
authorized and qualified to, in name and to the exclusive benefit of the
Lenders, withdraw, transfer and/or receive all monies deposited at the
Collateral Account (in whole or in part), at its sole discretion, in accordance
with applicable law and the provisions of article


 


E-7

















 


1,433, item IV, of the Brazilian Civil Code, and use or
apply the proceeds therefrom to pay the Secured Obligations, as provided for in
the Credit Agreement.


 


(b) In accordance with the provisions of
articles 684 and 1,433 of the Brazilian Civil Code and as a means to perform
the obligations herein agreed, Aracruz irrevocably and irretrievably appoints
the Collateral Agent as its attorney-in-fact and for this purpose it has executed
and delivered to the Collateral Agent on the date hereof a power of attorney
substantially in the form of Exhibit B hereof. Aracruz undertakes to
deliver a power of attorney with the same content to any successor of the
Collateral Agent appointed pursuant to the Credit Agreement and, as it may be
reasonably required pursuant to applicable law, whenever necessary to secure
that the Collateral Agent has the powers required to perform the actions and
exercise the rights herein provided for.


 


(c) No action performed or omitted by the
Collateral Agent in relation to the Collateral Account shall give rise to any
right of defense, counterclaim or compensation in favor of Aracruz or any claim
or proceeding against the Collateral Agent, except in case of gross negligence
or willful misconduct by the Collateral Agent.


 


(d) Aracruz must indemnify and hold harmless the
Collateral Agent, its members, executive officers, employees and agents (each
of whom an “Indemnified Person”) against any losses, liabilities and expenses,
including but not limited to attorneys’ fees, expenses and out-of-pocket
expenses related to or resulting from (i) the execution of this Account
Pledge Agreement and the Account Control Agreement, the performance by the
parties of their respective obligations and the consummation of the transaction
contemplated herein; and (ii) any lawsuit, controversy, investigation or
proceeding, current or future, related to any of the provisions of this Account
Pledge Agreement and the Account Control Agreement, either grounded in
contractual liability, tort or any other action, irrespective of the
Indemnified Person being or not a party to this Account Pledge Agreement or the
Account Control Agreement. The provisions of this Section shall not apply
to cases in which such losses, liabilities and expenses result from gross
negligence or willful misconduct of the Indemnified Person, as determined by a
final judicial decision, issued by a competent court.”


 


8.
The parties mutually agree to amend and renumber Sections 6 and 8 of the
Account Pledge Agreement, which shall read as follows:


 


“ARTICLE VIII

USE OF PROCEEDS


 


Section 8.1 Use of Proceeds. Any amounts
received by the Collateral Agent, acting on behalf of the Majority Lenders, as
a result of the enforcement of this Account Pledge Agreement shall be applied
towards the payment of the Secured Obligations as provided for in the Credit
Agreement, without prejudice of the right of creditors to collect from Aracruz
any potential outstanding balance.”


 


9.
The parties mutually agree to amend Section 9 of the Account Pledge
Agreement, which shall read as follows:


 


E-8

















 


“ARTICLE IX 

EXERCISE OF RIGHTS AND JUDICIAL REMEDIES


 


Section 9.1 Exercise of Rights and Judicial
Remedies. (a) In exercising its rights and remedies against Aracruz
under this Account Pledge Agreement, the Collateral Agent may, but shall not be
obliged to (except if required by applicable legislation) exercise all rights
and remedies granted to it by law and this Account Pledge Agreement against any
third parties or in relation to any security interest or offsetting right
regarding the Secured Obligations. Any omission by the Collateral Agent
(directly or by means of any of its respective agents, successors or assigns)
in exercising such rights or remedies, in collecting any payments, foreclosing
any guarantees, personal or in rem, shall not release Aracruz from any
liabilities resulting from the law of this Account Pledge Agreement and shall
not impair, reduce or otherwise affect the Collateral Agent’s rights and
remedies, both expressed or implied.


 


(b) The filing, by the Collateral Agent, in name
and to the exclusive benefit of the Lenders, of any lawsuit or proceeding to
judicially enforce the pledge herein created shall not affect anyhow the right
of the Collateral Agent to, in name and to the exclusive benefit of the
Lenders, file any other judicial proceeding based on the Credit Agreement or
any other related document, with the purpose of judicially enforcing other
guarantees that may have been given to Lenders under those documents, and the
parties agree that if Aracruz or Aracruz Trading fail to perform any of its
obligations under the Credit Agreement, the Collateral Agent, in name and to
the exclusive benefit of the Lenders shall be entitled to take any measures,
judicial or not, it may understand appropriate to defend the rights of Lenders,
it being entitled to file any appropriate judicial or extrajudicial
proceedings, either to foreclose guarantees, or simply to execute Aracruz or
Aracruz Trading, all irrespective of the amount of the guarantees given to
Lenders and the date they were given.”


 


10.
The parties mutually agree to amend Section 10 of the Account Pledge
Agreement, which shall read as follows:


 


“ARTICLE X 

TERMINATION AND RELEASE


 


Section 10.1 Termination and Release.
This Account Pledge Agreement constitutes a continuous security interest over
the Collateral Account and shall remain in full force and effect until the
Secured Obligations have been fully satisfied, when it shall be terminated by
operation of law and the security interest herein created shall be released at
the expenses of Aracruz. The release of the security interest herein created
and evidenced shall only be valid if executed by the Collateral Agent, who
shall, upon request and at the expenses of Aracruz, execute and deliver all
documents reasonably required to evidence the termination of this Account Pledge
Agreement and the consequent definitive and unconditional release of the
security interest.”


 


11.
The parties mutually agree to amend and renumber Sections 11 to 17 from the
Account Pledge Agreement and to include a new Section 11 which shall read
as follows:


 


E-9

















 


“ARTICLE XI

MISCELLANEOUS


 


Section 11.1 Cumulative Rights. The
rights, powers and remedies of the Collateral Agent under this Account Pledge
Agreements are cumulative and additional to the rights, powers and remedies
available to the Collateral Agent under the Credit Agreement, the law or in
equity and may be successively or concomitantly exercised, without prejudice to
any other right, power or remedy as a result of the exercise of any other right,
power or remedy.


 


Section 11.2 Other Security Interests.
The pledge created under this Account Pledge Agreement shall be in addition to
and irrespective of any other guarantee or security interest that the
Collateral Agent or the Lenders (either jointly or individually) are
beneficiaries, from time to time, in relation to the Secured Obligations.”


 


Section 11.3 Notices and Communications.
Any notice or communication required or permitted under this Account Pledge
Agreement shall be made in writing and shall be deemed served and made if sent
by facsimile (with confirmation of receipt), personal delivery or mail with
evidence of receipt thereof (“AR”) to the address indicated in writing
by the party to which it shall be sent and shall be deemed effective on the
date of receipt thereof. Before accepting and complying with the terms of any
communication sent via fax, the party receiving such communication is entitled
(but not obliged) to contact the sender, via telephone or otherwise, in order
to confirm its authenticity. Unless the parties have received a notice
otherwise, such communications or notices shall be sent to the following
addresses:


 


If to the Collateral Agent:


 


BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E
VALORES

MOBILIÁRIOS S.A.

Av. Pres. Juscelino Kubitschek 1455, 6o andar

04543-011

São Paulo, SP

Brazil

Att: Sra. Soraya Lysenko

Telephone: (55 11) 3050-8370

Fax: (55 11) 3050-8002

E-mail: slysenko@bnymellon.com.br


 


If to Aracruz:


 


ARACRUZ CELULOSE S.A.

Av. Brigadeiro Faria Lima, 2277, 4o andar

CEP 01452-000

São Paulo, SP.

Att.: [·]

Telephone: (55 11) 3301 4202


 


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Fax: (55 11) 3301 4111

E-mail:mgrodetzky@aracruz.com.br;jlb@aracruz.com.br


 


Section 11.4 Waivers and Amendments. No
amendment to any of the provisions of this Account Pledge Agreement (including any waiver or consent) shall be valid unless it is made in writing and
executed by all the parties hereof.


 


Section 11.5 Transfer, Assignment under the
Credit Agreement. In case any of the Lenders transfers or assigns its
credit right under the Credit Agreement, in whole or in part, the assignee of
such credit right shall execute and deliver to the Collateral Agent a power of
attorney substantially in the form of Exhibit C hereof in order to reflect
the necessary amendments to this Account Pledge Agreement and grant the
Collateral Agent with the necessary powers to act as collateral agent and
representative of such assignee under this Account Pledge Agreement.


 


Section 11.6 Severability. In case any
provision of this Account Pledge Agreement is deemed null, unlawful or
unenforceable under the applicable laws, such provision shall be deemed
excluded from this Account Pledge Agreement and shall not affect any of the
other provisions herein. To replace any excluded provision, the parties shall
negotiate a similar provision reproducing their original intent, as permitted by
the applicable legislation.


 


Section 11.7 Entire Agreement; Successors and
Assigns. This Account Pledge Agreement contains all the understandings of
the parties in relation to the subject-matters herein, and shall be binding
upon the parties and their respective successors and permitted assigns, on any
account.


 


Section 11.8 Governing Law; Jurisdiction.
This Account Pledge Agreement shall be governed and interpreted in accordance
with the laws of the Federative Republic of Brazil. The parties hereof irrevocably
and irretrievably agree to submit to the competent courts of the city of São
Paulo, in the State of São Paulo, Brazil any demand or controversies resulting
from this Account Pledge Agreement with express waiver to any other court, no
matter how privileged it may be.


 


Section 11.9 Enforcement. This Account
Pledge Agreement constitutes an extrajudicial execution instrument (título
executivo extrajudicial) in accordance with provisions of items II and III of
article 585 of the Brazilian Code of Civil Procedure.


 


Section 11.10 Effectiveness. This Account
Pledge Agreement shall become effective on the date hereof and remain in full
force and effect until all Secured Obligations have been fully satisfied and
the Lenders, shall then release the pledge, as provided for in Section 10.1
above.”


 


12.
The parties mutually agree to replace Exhibit I with Exhibit A which
shall now contain a form of notice to Banco Bradesco S.A..


 


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13.
The parties mutually agree to replace Exhibit II with Exhibit B which
shall now contain a form of power of attorney to be granted by Aracruz to the
Collateral Agent, as required under Section 7.1(b) of the Account
Pledge Agreement.


 


14.
The parties mutually agree to replace Exhibit III with Exhibit C
which shall now contain a form of power of attorney, as per Section 11.6
of the Account Pledge Agreement.


 


15.
The parties mutually agree to exclude Exhibit IV.


 


16.
The appointment of the Collateral Agent is hereby ratified and confirmed, in
accordance with the provisions of Section [10.10] of the Credit Agreement.
All actions performed by the Collateral Agent related to the perfection of the
Account Pledge Agreement and the creation of security interest in the form of
pledge are also expressly ratified herein by Lenders, as provided for in the
sole paragraph of article 662 of the Brazilian Civil Code. The parties also
confirm that any and all costs and expenses incurred by the Collateral Agent
shall be solely and exclusively borne by Aracruz.


 


17.
Aracruz agrees to, immediately upon the execution of this First Amendment,
obtain the registration of same at the record of the Account Pledge Agreement
with the [6th] Registry of Titles and Deeds (Registro de Títulos e Documentos)  and provide the Collateral Agent
with evidence of such registration no later than five (5) days as of the
date hereof.


 


18.
In view of the amendments above, the parties agree to consolidate the Account
Pledge Agreement which shall now become effective as follows. This First
Amendment shall supersede all other prior agreements among the parties and
become the only agreement among them.


 


BANK ACCOUNT PLEDGE AGREEMENT


 


BANK
ACCOUNT PLEDGE AGREEMENT, dated as of February 5, 2009 (as it may be
amended from time to time, this “Account Pledge Agreement”), among:


 


(a) ARACRUZ
CELULOSE S.A., a company duly organized and validly existing under the laws of
Brazil, headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of
Aracruz, State of Espírito Santo, Brazil, enrolled with the General Taxpayers’
Register (CNPJ) under No. 42.157.511/0001-61, herein represented by its
legal representatives in accordance with its by-laws (“Aracruz”); and


 


(b) BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
S.A., a financial institution headquartered at Avenida Presidente Wilson, 231,
11th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled
with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
herein represented by its representatives in accordance with its by-laws,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading International Ltd., a company duly organized and existing
under the laws of the Republic of Hungary, headquartered at 2161 Csomád, Akácos
út 10-11, Hungary, enrolled with the Court of


 


E-12

















 


Registration
under No. 13-09-107520 (“Aracruz Trading”), under the Export
Prepayment Facility Agreement and Secured Loan (the “Credit Agreement”),
dated as of [·], 2009,
executed among Aracruz Trading, Aracruz, Alícia Papéis S.A., Aracruz Celulose
(USA), Inc. and the following Lenders: Banco Itaú BBA S.A. - Nassau
Branch, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú BBA”),
Banco Santander, S.A., a financial institution duly organized and validly
existing under the laws of Spain, headquartered at [·], in [·] (“Santander”),
Banco Santander, S.A., Grand Cayman Branch, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander Cayman”),
Barclays Bank plc, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“BNP”),
Calyon, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·] (“Calyon”),
Citibank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Citibank”), Deutsche Bank AG - London
Branch, a financial institution duly organized and validly existing under the
laws of Germany, headquartered at [·], in [·], acting through its London Branch, located at [·] (“DB”), Goldman Sachs Bank (Europe) Plc, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“GS”),
HSBC Bank Brasil S.A. - Banco Múltiplo, a financial institution duly organized
and validly existing under the laws of [·],
headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“HSBC”), JP Morgan
Chase Bank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“JP Morgan”), Merrill Lynch Credit
Products, LLC, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria
S.A., a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·] (“Lehman”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE I 

DEFINITIONS


 


Section 1.1
Certain Defined Terms. (a) The terms used herein and initialized by
capital letters, except if otherwise provided for in this Account Pledge
Agreement, shall have the same meaning ascribed to them in the Credit
Agreement. All the terms defined in this Account Pledge Agreement shall have
the same meaning whenever used in any other


 


E-13

















 


certificate
or document delivered or prepared in relation to this Account Pledge Agreement,
except if otherwise provided for in such certificate or document.


 


(b) All
references to the Collateral Agent contained in this Account Pledge Agreement
shall be construed as references to the Collateral Agent, in its capacity of
representative of the Lenders.


 


ARTICLE II 

PLEDGE OF COLLATERAL


 


Section 2.1
Pledge; Grant of Security Interest. In order to secure the timely and
full payment and performance, when due (either in the original maturity date,
in case of acceleration or in any other date) of all Secured Obligations in
accordance with article 1,451 et seq. of the Brazilian Civil Code, Aracruz
hereby pledges to the Collateral Agent, for the exclusive benefit of the
Lenders, its bank account held on Banco Bradesco S.A. (the “Intermediary”),
branch No. 0895-8, account No. 89860-0, as well as the deposits
maintained in such bank account (the bank account and the deposits maintained
therein, at any time, collectively, the “Collateral Account”). For
purposes of the provisions of article 1,424 of the Brazilian Civil Code, the
Secured Obligations are duly described and characterized in Section 3.1
below.


 


Section 2.2
Collateral Account Control. Aracruz undertakes to notify the
Intermediary, according to Section 4.1(b) below, of the security
created hereunder, informing the Intermediary that the Collateral Account
shall, as of the date hereof and as long as this Account Pledge Agreement is in
force, be under full control of the Collateral Agent, acting on behalf of the
Lenders.


 


ARTICLE III 

SECURED OBLIGATIONS


 


Section 3.1
Secured Obligations. For purposes of the provisions of article 1,424 of
the Brazilian Civil Code, the parties hereby confirm that the Secured
Obligations have the following general terms and conditions: (i) principal
amount of U.S.$ [·], equivalent
on the date hereof to R$ [·], using for
conversion purposes the PTAX 800 rate, option 5, disclosed on [·] by the Central Bank of Brazil through the Sisbacen
System; (ii) final maturity date on December 31, 2017; (iii) interest
accrued on the principal amount mentioned herein to be calculated based on the
LIBOR rate for three-month deposits, added by a margin as follows: (a) from
01/01/2009 to 12/31/2009 - a margin of 3.50% p.a. (three integers and fifty
hundredth per annum), (b) from 01/01/2010 to 06/30/2010 - a margin of
4.00% p.a. (four percent per annum), (c) from 07/01/2010 to 12/31/2010 - a
margin of 4.25% p.a. (four integers and twenty five hundredth per annum), (d) from
01/01/2011 to 06/30/2011 - a margin of 4.50% p.a. (four integers and fifty
hundredth per annum), (e) from 07/01/2011 to 12/31/2011 - a margin of 4.75% p.a. (four integers and seventy five
hundredth per annum), (f) from 01/01/2012 to 06/30/2012 - a margin of
5.00% p.a. (five percent per annum), (g) from 07/01/2012 to 12/31/2012 - a
margin of 5.25% p.a. (five integers and twenty five hundredth per annum), (h) from
01/01/2013 to 06/30/2013 - a margin of 5.50% p.a. (five integers and fifty
hundredth per annum), (i)


 


E-14

















 


from
07/01/2013 to 12/31/2013 - a margin of 5.75% p.a. (five integers and seventy
five hundredth per annum), and (j) from 01/01/2014 until final maturity,
on 12/31/2017 - a margin of 6.00% p.a. (six percent per annum); and (iv) the
collateral granted hereunder corresponds to the Collateral Account. For
purposes of this Agreement, the term “LIBOR” means the London Interbank
Offered Rate.


 


ARTICLE IV 

REGISTRATON OF PLEDGE


 


Section 4.1
Registration of Pledge. (a) Aracruz undertakes to provide to the
Collateral Agent (i) no later than seven (7) calendar days as from
the execution hereof, evidence of filing for registration of this Agreement,
together with its sworn translation into Portuguese, with the competent
Registry of Titles and Deeds (Registro de Títulos e Documentos), and (ii) no later than five (5) Business
Days after the date on which such registration is granted, evidence thereof.


 


(b) Aracruz
also undertakes to (i) no later than three (3) Business Days as from
the execution hereof, send notice to the Intermediary, substantially in the
form of Exhibit A hereto, of the execution of this Account Pledge
Agreement, and (ii) no later than seven (7) Business Days as from the
execution hereof, provide to the Collateral Agent evidence of the
acknowledgement and agreement with this Account Pledge Agreement by the
Intermediary.


 


(c) In
addition, Aracruz undertakes to, immediately upon the execution of any
amendment in accordance with Section 11.4 below (an “Amendment”),
to comply with the same procedure described in Section 4.1(a) above
and, if applicable, Section 4.1(b).


 


(c) All
costs and expenses incurred as a result of the registrations mentioned in this Section shall
be exclusively borne by Aracruz.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


Section 5.1
Representations and Warranties. Aracruz hereby represents and warrants
to the Collateral Agent that on the date hereof and during the term of
effectiveness of this Account Pledge Agreement, in relation to supervening
facts and circumstances:


 


(a) the
pledge over the Collateral Account herein created constitutes a first priority,
legitimate, valid and perfected security interest, enforceable in accordance
with its terms and conditions against Aracruz, except as enforceability thereof
may be limited by (i) applicable bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation,
dissolution, arrangement or winding up or composition or readjustment of debts,
or other laws affecting the enforcement of creditors’ rights generally, and (ii) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or equity);


 


E-15

















 


(b) the
execution, performance and creation of the security interest created by means
of this Account Pledge Agreement (i) do not and will not constitute any
conflict, violation or default under any material contractual obligation of
Aracruz and (ii) do not and will not result in the creation or imposition
of any lien over other assets of Aracruz or over any profits or income
resulting therefrom, and except for the lien created in this Account Pledge
Agreement;


 


(c) the
Collateral Account, solely owned by Aracruz, was validly open and is free and
clear from any judicial or extrajudicial liens, constrictions or encumbrances,
except for the lien created in this Account Pledge Agreement;


 


(d) Aracruz
is the lawful owner and possessor of the Collateral Account and all rights
inherent to the Collateral Account and has the powers and authorities required
to (i) execute this Account Pledge Agreement (together with the Account
Control Agreement); (ii) perform the obligations herein provided for; and (iii) pledge
the Collateral Account; and


 


(e) the
power of attorney granted by Aracruz and delivered to the Collateral Agent
under Section 7.1(b) has been duly and validly granted and confers to
the Collateral Agent the powers expressed therein. Aracruz has not granted any
other power of attorney or executed any other document or agreement in relation
to the Collateral Account except for this Account Pledge Agreement.


 


ARTICLE VI 

OBLIGATIONS


 


Section 6.1
Obligations. Aracruz agrees and undertakes, before the Collateral Agent
and to the exclusive benefit of the Lenders, during the term of effectiveness
of this Account Pledge Agreement, to:


 


(a) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), promptly revert the Collateral
Account and all related rights to the Collateral Agent;


 


(b) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be


 


E-16

















 


evidenced
by means of a written notice sent to the Collateral Agent (together with copy
of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), comply with any and all instructions transmitted by
the Collateral Agent in relation to this Account Pledge Agreement;


 


(c) at
any time and from time to time, upon written request by the Collateral Agent
and at the exclusive expense of Aracruz, perform any and all reasonable
actions, as well as execute and deliver to the Collateral Agent, no later than
ten (10) Business Days as from such request, all additional instruments
and documents reasonably required to perfect and preserve the security interest
granted pursuant to this Account Pledge Agreement;


 


(d) notify
the Collateral Agent, no later than three (3) Business Days, of the
occurrence of any event that results in violation or inaccuracy of any of the
representations made in Section 5.1 above. Aracruz further agrees to take
all actions required or that the Collateral Agent may require in order to
maintain the representations and warranties made by Aracruz under the Credit
Agreement true and correct until all Secured Obligations are paid in full, and
the security interest is released pursuant to the terms of the Credit
Agreement;


 


(e) at
any time and from time to time, upon written request of the Collateral Agent
and at the exclusive expense of Aracruz, provide to the Collateral Agent, no
later than ten (10) Business Days as from such request, all information
and evidencing documents related to the Collateral Account that the Collateral
Agent may reasonably request;


 


(f) not
to create, incur or permit the creation of any liens or options in favor or
upon request of any person other than the Collateral Agent, acting on behalf of
the Lenders, regarding the Collateral Account or any rights thereon, except for
the pledge created in this Account Pledge Agreement; nor dispose of the
Collateral Account, except upon prior and written authorization of the
Collateral Agent or as otherwise permitted under the Credit Agreement;


 


(g) pay,
before the imposition of any fines, penalties, interest or expenses, all taxes,
contributions or other charges, levied on the Collateral Account currently or
in the future, and pay or cause to be paid all claims that, if not paid, may
reasonably result in the creation of a lien;


 


(h) not
to execute or allow the execution of any agreement, nor to perform any act or
incur in any omission, that may restrict or reduce the rights or capacity of
the Collateral Agent to dispose of Collateral Account or any portion thereof,
except upon the prior and express authorization of the Collateral Agent;


 


(i) defend
the security interest, the ownership and interests of Lenders in relation to
the Collateral Account against any claims or demands by third parties;


 


(j) promptly
(and, in any event, within seven (7) Business Days) after Aracruz
knowledge thereof, give to the Collateral Agent notice of any litigation,
claim,


 


E-17

















 


investigation,
arbitration, other proceeding or controversy pending or, to its knowledge,
threatened involving or relating to the Collateral Account; and


 


(k) maintain
the Collateral Account open and in full operational conditions, and to pay any
and all fees in connection therewith.


 


ARTICLE VII 

FORECLOSURE AND COLLECTION


 


Section 7.1
Foreclosure and Collection. (a) Without prejudice of previous
provisions, upon the occurrence and during the continuance subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the
extent that an automatic acceleration event occurs under the Section 9.1(e),
(f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon
request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with copy of the notice sent by the Administrative
Agent, as required pursuant to Section 9.1 of the Credit Agreement), the
Collateral Agent is hereby irrevocably and irretrievably, authorized and
qualified to, in name and to the exclusive benefit of the Lenders, withdraw,
transfer and/or receive all monies deposited at the Collateral Account (in
whole or in part), at its sole discretion, in accordance with applicable law
and the provisions of article 1,433, item IV, of the Brazilian Civil Code, and
use or apply the proceeds therefrom to pay the Secured Obligations, as provided
for in the Credit Agreement.


 


(b) In
accordance with the provisions of articles 684 and 1,433 of the Brazilian Civil
Code and as a means to perform the obligations herein agreed, Aracruz
irrevocably and irretrievably appoints the Collateral Agent as its
attorney-in-fact and for this purpose it has executed and delivered to the
Collateral Agent on the date hereof a power of attorney substantially in the
form of Exhibit B hereof. Aracruz undertakes to deliver a power of
attorney with the same content to any successor of the Collateral Agent
appointed pursuant to the Credit Agreement and, as it may be reasonably
required pursuant to applicable law, whenever necessary to secure that the
Collateral Agent has the powers required to perform the actions and exercise
the rights herein provided for.


 


(c) No
action performed or omitted by the Collateral Agent in relation to the
Collateral Account shall give rise to any right of defense, counterclaim or
compensation in favor of Aracruz or any claim or proceeding against the
Collateral Agent, except in case of gross negligence or willful misconduct by
the Collateral Agent.


 


(d) Aracruz
must indemnify and hold harmless the Collateral Agent, its members, executive
officers, employees and agents (each of whom an “Indemnified Person”)
against any losses, liabilities and expenses, including but not limited to
attorneys’ fees, expenses and out-of-pocket expenses related to or resulting
from (i) the execution of this Account Pledge Agreement and the Account
Control Agreement, the performance by the parties of their respective
obligations and the consummation of the transaction contemplated herein; and (ii) any
lawsuit, controversy, investigation or proceeding, current


 


E-18

















 


or
future, related to any of the provisions of this Account Pledge Agreement and
the Account Control Agreement, either grounded in contractual liability, tort
or any other action, irrespective of the Indemnified Person being or not a
party to this Account Pledge Agreement or the Account Control Agreement. The
provisions of this Section shall not apply to cases in which such losses,
liabilities and expenses result from gross negligence or willful misconduct of
the Indemnified Person, as determined by a final judicial decision, issued by a
competent court.


 


ARTICLE VIII

USE OF PROCEEDS


 


Section 8.1
Use of Proceeds. Any amounts received by the Collateral Agent, acting on
behalf of the Majority Lenders, as a result of the enforcement of this Account
Pledge Agreement shall be applied towards the payment of the Secured
Obligations as provided for in the Credit Agreement, without prejudice of the
right of creditors to collect from Aracruz any potential outstanding balance.


 


ARTICLE IX 

EXERCISE OF RIGHTS AND JUDICIAL REMEDIES


 


Section 9.1
Exercise of Rights and Judicial Remedies. (a) In exercising its
rights and remedies against Aracruz under this Account Pledge Agreement, the
Collateral Agent may, but shall not be obliged to (except if required by
applicable legislation) exercise all rights and remedies granted to it by law
and this Account Pledge Agreement against any third parties or in relation to
any security interest or offsetting right regarding the Secured Obligations.
Any omission by the Collateral Agent (directly or by means of any of its
respective agents, successors or assigns) in exercising such rights or
remedies, in collecting any payments, foreclosing any guarantees, personal or
in rem, shall not release Aracruz from any liabilities resulting from the law
of this Account Pledge Agreement and shall not impair, reduce or otherwise
affect the Collateral Agent’s rights and remedies, both expressed or implied.


 


(b) The
filing, by the Collateral Agent, in name and to the exclusive benefit of the
Lenders, of any lawsuit or proceeding to judicially enforce the pledge herein
created shall not affect anyhow the right of the Collateral Agent to, in name
and to the exclusive benefit of the Lenders, file any other judicial proceeding
based on the Credit Agreement or any other related document, with the purpose
of judicially enforcing other guarantees that may have been given to Lenders
under those documents, and the parties agree that if Aracruz or Aracruz Trading
fail to perform any of its obligations under the Credit Agreement, the
Collateral Agent, in name and to the exclusive benefit of the Lenders shall be
entitled to take any measures, judicial or not, it may understand appropriate
to defend the rights of Lenders, it being entitled to file any appropriate
judicial or extrajudicial proceedings, either to foreclose guarantees, or
simply to execute Aracruz or Aracruz Trading, all irrespective of the amount of
the guarantees given to Lenders and the date they were given.


 


E-19

















 


ARTICLE X


 


TERMINATION AND RELEASE


 


Section 10.1
Termination and Release. This Account Pledge Agreement constitutes a
continuous security interest over the Collateral Account and shall remain in
full force and effect until the Secured Obligations have been fully satisfied,
when it shall be terminated by operation of law and the security interest
herein created shall be released at the expenses of Aracruz. The release of the
security interest herein created and evidenced shall only be valid if executed
by the Collateral Agent, who shall, upon request and at the expenses of Aracruz,
execute and deliver all documents reasonably required to evidence the
termination of this Account Pledge Agreement and the consequent definitive and
unconditional release of the security interest.


 


ARTICLE XI

MISCELLANEOUS


 


Section 11.1
Cumulative Rights. The rights, powers and remedies of the Collateral
Agent under this Account Pledge Agreements are cumulative and additional to the
rights, powers and remedies available to the Collateral Agent under the Credit
Agreement, the law or in equity and may be successively or concomitantly
exercised, without prejudice to any other right, power or remedy as a result of
the exercise of any other right, power or remedy.


 


Section 11.2
Other Security Interests. The pledge created under this Account Pledge
Agreement shall be in addition to and irrespective of any other guarantee or
security interest that the Collateral Agent or the Lenders (either jointly or
individually) are beneficiaries, from time to time, in relation to the Secured
Obligations.”


 


Section 11.3
Notices and Communications. Any notice or communication required or
permitted under this Account Pledge Agreement shall be made in writing and
shall be deemed served and made if sent by facsimile (with confirmation of
receipt), personal delivery or mail with evidence of receipt thereof (“AR”)
to the address indicated in writing by the party to which it shall be sent and
shall be deemed effective on the date of receipt thereof. Before accepting and
complying with the terms of any communication sent via fax, the party receiving
such communication is entitled (but not obliged) to contact the sender, via
telephone or otherwise, in order to confirm its authenticity. Unless the
parties have received a notice otherwise, such communications or notices shall
be sent to the following addresses:


 


If
to the Collateral Agent:


 


BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.

Av. Pres. Juscelino Kubitschek 1455, 6o andar

04543-011

São Paulo, SP

Brazil

Att: Sra. Soraya Lysenko


 


E-20
















 


Telephone:
(55 11) 3050-8370

Fax: (55 11) 3050-8002

E-mail: slysenko@bnymellon.com.br


 


If to Aracruz:


 


ARACRUZ
CELULOSE S.A.

Av. Brigadeiro Faria Lima, 2277, 4o andar

CEP 01452-000

São Paulo, SP.

Att.: [·]

Telephone: (55 11) 3301 4202

Fax: (55 11) 3301 4111

E-mail: mgrodetzky@aracruz.com.br; jlb@aracruz.com.br


 


Section 11.4                  Waivers and Amendments. No amendment
to any of the provisions of this Account Pledge Agreement (including any waiver
or consent) shall be valid unless it is made in writing and executed by all the
parties hereof.


 


Section 11.5                  Transfer, Assignment under
the Credit Agreement. In case any of the Lenders transfers or assigns
its credit right under the Credit Agreement, in whole or in part, the assignee
of such credit right shall execute and deliver to the Collateral Agent a power
of attorney substantially in the form of Exhibit C hereof in order to
reflect the necessary amendments to this Account Pledge Agreement and grant the
Collateral Agent with the necessary powers to act as collateral agent and
representative of such assignee under this Account Pledge Agreement.


 


Section 11.6                  Severability. In case any
provision of this Account Pledge Agreement is deemed null, unlawful or
unenforceable under the applicable laws, such provision shall be deemed
excluded from this Account Pledge Agreement and shall not affect any of the
other provisions herein. To replace any excluded provision, the parties shall
negotiate a similar provision reproducing their original intent, as permitted
by the applicable legislation.


 


Section 11.7                  Entire Agreement; Successors
and Assigns. This Account Pledge Agreement contains all the
understandings of the parties in relation to the subject-matters herein, and
shall be binding upon the parties and their respective successors and permitted
assigns, on any account.


 


Section 11.8                  Governing Law; Jurisdiction. This Account
Pledge Agreement shall be governed and interpreted in accordance with the laws
of the Federative Republic of Brazil. The parties hereof irrevocably and
irretrievably agree to submit to the competent courts of the city of São Paulo,
in the State of São Paulo, Brazil any demand or controversies resulting from
this Account Pledge Agreement with express waiver to any other court, no matter
how privileged it may be.


 


E-21

















 


Section 11.9                  Enforcement. This Account
Pledge Agreement constitutes an extrajudicial execution instrument (título
executivo extrajudicial)  in
accordance with provisions of items II and III of article 585 of the Brazilian
Code of Civil Procedure.


 


Section 11.10           Effectiveness. This Account
Pledge Agreement shall become effective on the date hereof and remain in full
force and effect until all Secured Obligations have been fully satisfied and
the Lenders, shall then release the pledge, as provided for in Section 10.1
above.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 


E-22

















 


IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to and Consolidation of the Bank Account Pledge Agreement
to be duly executed and delivered as of the day and year first above written.


 


	
   

  	
  ARACRUZ CELULOSE S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


Witnesses:


 


 


	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  ID:

  	
   

  	
  ID:

  



 

















 


	
   

  	
  BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES
  MOBILIÁRIOS S.A., as the Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


Witnesses:


 


 


	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  ID:

  	
   

  	
  ID:

  



 

















 


EXHIBIT A

to the Bank Account Pledge Agreement


 


FORM OF NOTICE TO BANCO
BRADESCO S.A.


 


	
  São Paulo, [·]

  	
   

  	
  São Paulo, [·]

  
	
   

  	
   

  	
   

  
	
  Ao 

  Banco Bradesco S.A. 

  Agência no 0895/8 - Trianon 

  São Paulo, SP 

  (em mãos)

   

  Prezados Senhores,

   

  Informamos que na data de hoje a ARACRUZ CELULOSE S.A. (“Aracruz”) e
  a BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES
  MOBILIARIOS S.A. (“BNY Mellon”) firmaram um contrato de penhor de conta
  bancária (Bank Account Pledge Agreement)  (o “Contrato de Penhor), por meio do qual a
  Aracruz empenhou, em favor da BNY Mellon, todos os valores presentes e
  futuros depositados na conta corrente no [·], mantida pela Aracruz nessa agenda do Banco
  Bradesco S.A., com o objetivo de garantir o pagamento de obrigações da
  Aracruz junto a diversas instituições financeiras listadas no Contrato de
  Penhor.

   

  Declaramos ter outorgado poderes, em caráter irrevogável, como
  condição essencial do negócio, para que a BNY Mellon, por conta e ordem da
  Aracruz, conforme orientação da Aracruz, movimente livremente os recursos
  disponíveis na conta corrente acima citada, podendo inclusive, comandar
  aplicações financeiras, resgates, transferir recursos, acatar depósitos,
  efetuar

  	
   

  	
  To 

  Banco Bradesco S.A. 

  Branch No. 0895/8 - Trianon 

  São Paulo, SP 

  (delivered by hand)

   

  Dear Sirs,

   

  We hereby inform you that, on this day, ARACRUZ CELULOSE S.A.
  (“Aracruz”) and BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E
  VALORES MOBILIÁRIOS S.A. (“BNY Mellon”) entered into a Bank Account Pledge
  Agreement (the “Pledge Agreement”), pursuant to which Aracruz pledged to BNY
  Mellon, all current and future amounts deposited in the account No. [·], an account in the name of Aracruz maintained at
  this branch of Banco Bradesco S.A., as security for the payment of Aracruz
  obligations with several financial institutions as listed on the Pledge
  Agreement.

   

  We hereby declare that we have granted irrevocable powers, as an
  essential condition of such transaction, to BNY Mellon, on behalf of Aracruz
  and according to Aracruz instructions, to freely use the amounts available in
  the abovementioned account, including with respect to decisions on financial
  investments, withdrawals, transfers of funds, acceptance of deposits,
  carrying out

  



 

















 


 


	
  pagamentos, etc.

   

  Durante a vigência do Contrato de Penhor, nenhuma instrução
  diretamente dada pela Aracruz deverá ser acatada, no que se refere à
  movimentação dos recursos disponíveis na conta corrente acima citada, cabendo
  exclusivamente à BNY Mellon exercer de tal controle que deverá ocorrer,
  necessariamente, mediante comunicação por escrito, com cópia para Aracruz.

   

  Tendo em vista o acima relatado, e tendo em vista o disposto no
  artigo 1.453 do Código Civil (Lei no 10.406, de 10.1.2002), ficam Vossas
  Senhorias devidamente notificados da criação e existência do ônus supracitado
  sobre quaisquer valores de referida conta corrente.

   

   

  Atenciosamente,

   

   

  ARACRUZ CELULOSE S.A.

   

   

  Cc:

   

  BNY Mellon Serviços Financeiros DTVM S.A.

  Sr. [·]

   

   

  Recebido em: [·] de [·] de 2009

  	
   

  	
  payments, etc.

   

  As long as the Pledge Agreement is in force and effective, no order
  given directly by Aracruz regarding the use of funds on deposit in the
  abovementioned account shall be accepted, and BNY Mellon shall have the
  exclusive authority and right to control this account, which shall be
  necessarily exercised in written communication, with copy to Aracruz.

   

  In connection with the foregoing and pursuant to article 1,453 of the
  Brazilian Civil Code (Law No. 10,406, of January 10, 2002), you are
  hereby notified of the creation and existence of the abovementioned lien on
  any amounts in such bank account.

   

   

   

  Yours faithfully,

   

   

  ARACRUZ CELULOSE S.A.

   

   

  With copy to:

   

  BNY Mellon Serviços Financeiros DTVM S.A.

  Mr. [·]

   

   

  Received on: [·] [·], 2009

  



 


2

















 


EXHIBIT B

to the Bank Account Pledge Agreement


 


FORM OF POWER OF
ATTORNEY

(as per Section 7.1(b))


 


By this power of attorney, ARACRUZ CELULOSE S.A., a
company duly organized and validly existing under the laws of Brazil,
headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz,
State of Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register
(CNPJ) under No. 42.157.511/0001-61, herein represented by its legal
representatives in accordance with its by-laws (“Aracruz” or “Grantor”),
irrevocably and irretrievably appoints and constitutes BNY MELLON SERVIÇOS
FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial
institution headquartered at Avenida Presidente Wilson, 231, 11th Floor, city
of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled with the General
Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61, acting herein in
the capacity of collateral agent and representative (in such capacity, together
with its successors in such capacity, the “Collateral Agent”) of certain
creditors (each such creditor being referred to as a “Lender”) of
Aracruz Trading International Ltd., under the Export Prepayment Facility
Agreement and Secured Loan (the “Credit Agreement”), dated as of May 13,
2009, its lawful attorney-in-fact, acting on its behalf, to the greatest extent
permitted by law and subject to the terms of the Credit Agreement, to perform
all actions, of whatever nature, either required or convenient, in relation to
the Bank Account Pledge Agreement (the “Account Pledge Agreement”),
dated as of February 5, 2009, as amended and consolidated on [·], 2009, executed among
Aracruz and the Collateral Agent, including, but not limited to:


 


(a)       upon the occurrence and during the continuance (subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the
extent that an automatic acceleration event occurs under Section 9.1(e), (f) or
(g) of the Credit Agreement or upon the occurrence of any other Event of
Default to the extent that the Administrative Agent (upon request of the Majority
Lenders) declares the acceleration of all amounts due thereunder, which shall
be evidenced by means of a written notice sent to the Collateral Agent
(together with copy of the notice sent by the Administrative Agent, as required
pursuant to Section 9.1 of the Credit Agreement), withdraw transfer and/or
receive the security interest created under the Account Pledge Agreement (in
whole or in part), it being authorized to immediately realize upon the
Collateral Account (in whole or in part), at its sole discretion, irrespective
of any prior or subsequent notice to Grantor, in accordance with the provisions
of article 1,433, items IV and V of the Brazilian Civil Code; use or apply the
proceeds therefrom to pay the Secured Obligations, which at that time have
become due and payable, being the Collateral Agent vested with all powers
required to the full and correct fulfillment of this power of attorney;


 

















 


(b)       upon the occurrence and during the continuance (subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the
extent that an automatic acceleration event occurs under Section 9.1(e), (f) or
(g) of the Credit Agreement or upon the occurrence of any other Event of
Default to the extent that the Administrative Agent (upon request of the
Majority Lenders) declares the acceleration of all amounts due thereunder,
which shall be evidenced by means of a written notice sent to the Collateral
Agent (together with copy of the notice sent by the Administrative Agent, as
required pursuant to Section 9.1 of the Credit Agreement), perform all
actions required to receive all profits, income, cash, rights, distributions,
interests and all other amounts paid, received or otherwise thereafter
distributed in relation to the Collateral Account, using such proceeds to pay
the Secured Obligations as provided for in the Credit Agreement;


 


(c)        upon the occurrence and during the continuance subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the
extent that an automatic acceleration event occurs under Section 9.1(e), (f) or
(g) of the Credit Agreement or upon the occurrence of any other Event of
Default to the extent that the Administrative Agent (upon request of the
Majority Lenders) declares the acceleration of all amounts due thereunder,
which shall be evidenced by means of a written notice sent to the Collateral
Agent (together with copy of the notice sent by the Administrative Agent, as
required pursuant to Section 9.1 of the Credit Agreement), subject to
applicable laws, endorse checks, buy foreign currency and remit such currency
abroad, to the extent required for the payment of the Secured Obligations, it
being authorized, for this purpose, to perform all related actions, including
but not limited to, execute foreign exchange contracts and any other
instruments or contracts, as well as to represent Grantor before the Central Bank
of Brazil and any banks or financial institutions located in Brazil;


 


(d)       upon the occurrence and during the continuance subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the
extent that an automatic acceleration event occurs under Section 9.1(e), (f) or
(g) of the Credit Agreement or upon the occurrence of any other Event of
Default to the extent that the Administrative Agent (upon request of the Majority
Lenders) declares the acceleration of all amounts due thereunder, which shall
be evidenced by means of a written notice sent to the Collateral Agent
(together with copy of the notice sent by the Administrative Agent, as required
pursuant to Section 9.1 of the Credit Agreement), subject to applicable
law, represent the Grantor before third parties and any government agencies or
authorities of Federal, State and Local levels, including, but not limited to
Registries of Titles and Deeds, Protest Offices, banking institutions, the
Brazilian Internal Revenue Service and all respective sections, departments and
divisions thereof;


 


(e)        upon the occurrence and during the continuance subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the
extent that an automatic acceleration event occurs under Section 9.1(e), (f) or
(g) of the Credit Agreement or upon the occurrence of any


 


2

















 


other
Event of Default to the extent that the Administrative Agent (upon request of
the Majority Lenders) declares the acceleration of all amounts due thereunder,
which shall be evidenced by means of a written notice sent to the Collateral
Agent (together with copy of the notice sent by the Administrative Agent, as
required pursuant to Section 9.1 of the Credit Agreement), perform all
actions and execute any instruments compatible with the terms and conditions of
the Account Pledge Agreement, as the Collateral Agent may deem reasonably
necessary for the enforcement of the security interest granted pursuant to the
Account Pledge Agreement;


 


(f)        irrespective of the occurrence of an Event of Default, make
any filing with Registry of Titles and Documents or with the custodian, or any
other act that may be required pursuant to applicable law after the date
hereof, for the perfection of the security interest over the Collateral
Account, as provided for in the Account Pledge Agreement; and


 


(g)        substitute the powers herein granted or revoke any
substitution that may have been granted of these same powers to exercise the
rights provided for in the Account Pledge Agreement.


 


Any notice transmitted by the Collateral Agent
communicating the occurrence, continuance or termination of an Event of Default
shall be conclusive in relation to Grantor and any and all third parties in the
absence of a clear mistake.


 


Terms initialized by capital letters used herein but
not herein defined shall have the meaning ascribed to them in the Account
Pledge Agreement.


 


This power of attorney is irrevocably and
irretrievably granted as a condition to the Account Pledge Agreement as a means
for the performance of the obligations agreed therein, in accordance with the
provisions of articles 684 and 685 of the Brazilian Civil Code and shall be
valid, effective and remain in force until all Secured Obligations have been
fully satisfied under the Account Pledge Agreement in accordance with the terms
and conditions thereof.


 


The duly authorized representatives of the Grantor
have executed this power of attorney as of [·], 2009.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  ARACRUZ CELULOSE S.A.

  	
   

  



 


3

















 


EXHIBIT C


to the Bank Account Pledge Agreement


 


FORM OF POWER OF ATTORNEY


(as per Section 11.5)


 


By this power of attorney, [ASSIGNEE], a company duly organized and
validly existing under the laws of [·],
headquartered at [·], in [·], herein represented by its
legal representatives in accordance with its by-laws (“Grantor”), hereby
appoints and constitutes BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE
TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution headquartered at
Avenida Presidente Wilson, 231, 11th Floor, city of Rio de Janeiro, State of
Rio de Janeiro, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 02.201.501/0001-61 (together with any of its successor, the “Collateral
Agent”), as Grantor’s lawful attorney-in-fact, to the greatest extent
permitted by law, to act as Grantor’s collateral agent and representative under
the Bank Account Pledge Agreement dated as of February 5, 2009, as amended
and consolidated on [·], 2009,
executed among the Collateral Agent and Aracruz Celulose S.A., a company duly
organized and validly existing under the laws of Brazil, headquartered at
Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz, State of
Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 42.157.511/0001-61 (the “Account Pledge Agreement”), in
connection with a certain Export Prepayment Facility Agreement and Secured Loan
(the “Credit Agreement”), dated as of May 13, 2009, and to take any
and all applicable measures and actions, of whatever nature, either required or
convenient, in relation to, and subject to the terms and conditions of, the
Account Pledge Agreement, including, but not limited to, amend the Account
Pledge Agreement in connection with the [transfer/assignment] of credit under
the Credit Agreement as per the [name of
instrument],  dated as
of [·], by means of
which [name of bank]  assigned to Grantor [amount]
of its credit right thereunder, and to execute any and all necessary
documents accordingly.


 


This power of attorney shall be valid, effective and
remain in full force until all Secured Obligations have been fully satisfied
under the Account Pledge Agreement in accordance with the terms and conditions
thereof.


 


Terms initialized by capital letters used herein but
not herein defined shall have the meaning ascribed to them in the Account
Pledge Agreement.


 


The Collateral Agent may delegate (substabelecer), in whole or in part, the powers
hereunder conferred upon it.


 


The duly authorized representatives of Grantor have
executed this power of attorney as of [·], 2009.


 


	
   

  	
   

  	
   

  
	
   

  	
  [ASSIGNEE]

  	
   

  



 
















 


EXHIBIT F


to Export Prepayment Facility Agreement and
Secured Loan


 


FORM OF ASSIGNMENT
AGREEMENT


 


This ASSIGNMENT AND ACCEPTANCE AGREEMENT (the “Agreement”)
dated as of
                      ,
       is made between
                          
(the “Assignor”) and                                        
(the “Assignee”).


 


RECITALS


 


The Assignor is a party to the Export Prepayment
Facility Agreement and Secured Loan, dated as of May 13, 2009 (as amended,
restated or otherwise modified from time to time, the “Export Prepayment
Agreement”), among Aracruz Trading International Ltd., as the Borrower,
Aracruz Celulose S.A., Alicia Papéis S.A., Aracruz Celulose (USA), Inc.
and each other Person that becomes an Additional Guarantor thereunder, as the “Guarantors”
thereunder, the Lenders signatories thereto and each other Person that becomes
a “Lender” thereunder (including the Assignor, the “Lenders”), Deutsche
Bank Trust Company Americas, as the Administrative Agent, The Bank of New York
Mellon, as the U.S. Collateral Agent, and BNY Mellon Serviços Financeiros
Distribuidora de Títulos e Valores Mobiliários S.A., as the Brazil Collateral
Agent. Capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Export Prepayment Agreement.


 


The Assignor wishes to assign to the Assignee [a
portion][all] of the rights and obligations of the Assignor under the Export
Prepayment Agreement in respect of its Loans, its Note, its Commitment and the
other rights and obligations of the Assignor in connection therewith, and the
Assignee wishes to accept assignment of such rights and to assume such
obligations from the Assignor, in each case on the terms and subject to the
conditions of this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual agreements contained herein, the parties hereto agree as
follows:


 


Section 1.         Assignment and Acceptance. (a) Subject
to the terms and conditions of this Agreement: (i) the Assignor hereby
sells, transfers and assigns to the Assignee; and (ii) the Assignee hereby
purchases, assumes and undertakes from the Assignor, without recourse and
without representation or warranty (except as provided in this Agreement),
$                        
of the Assignor’s [Commitment/Loan], and all related rights, benefits,
obligations, liabilities and indemnities of the Assignor under and in
connection with the Export Prepayment Agreement (all of the foregoing being
herein called the “Assigned Rights and Obligations”).


 


With effect on and after the Effective Date (as
defined in Section 5 hereof), the Assignee shall be a party to the
Export Prepayment Agreement and succeed to all of the rights and be obligated
to perform all of the obligations of a Lender under the Export Prepayment
Agreement, including the requirements concerning confidentiality and the


 

















 


payment
of indemnification to the Agents. The Assignee agrees that it shall perform in
accordance with their terms all of the obligations that by the terms of the
Export Prepayment Agreement are required to be performed by it as a Lender. It
is the intent of the parties hereto that the Assignor shall relinquish its
rights and be released from its obligations under the Export Prepayment
Agreement to the extent that such obligations have been assumed by the
Assignee; provided that the
Assignor shall not relinquish its rights under Article IV or Section 12.4
of the Export Prepayment Agreement in respect of the Assigned Rights and
Obligations to the extent such rights relate to the period before the Effective
Date.


 


Section 2.         Payments. (a) As consideration
for the sale, transfer and assignment contemplated in Section 1, the
Assignee shall pay to the Assignor on the Effective Date in immediately
available funds an amount [equal to
$                      ,
representing the principal amount of all outstanding and funded Loans and
accrued interest thereon included within the Assigned Rights and
Obligations][set forth in a separate agreement between the Assignor and the
Assignee].


 


(b) The [Assignor][Assignee] further agrees to
pay to the Administrative Agent a processing fee in the amount specified in Section 12.8(b) of
the Export Prepayment Agreement.


 


Section 3.         Reallocation of Payments. [Except as
otherwise separately agreed between the Assignor and the Assignee, any][Any]
interest, fees and other payments accrued with respect to the Assigned Rights
and Obligations: (a) prior to the Effective Date, shall be for the account
of the Assignor, and (b) on and after the Effective Date, shall be for the
account of the Assignee. Each of the Assignor and the Assignee agrees that it
shall hold in trust for the other party any interest, fees and other amounts
that it may receive to which the other party is entitled pursuant to the
preceding sentence and pay to the other party any such amounts that it may
receive promptly upon receipt.


 


Section 4.         Independent Credit Decision. The Assignee:
(a) acknowledges that it has received a copy of the Export Prepayment
Agreement, the Schedules and Exhibits thereto and the other Loan Documents
(other than the Fee Letters), together with copies of the most recently
available financial statements of Aracruz Celulose, and such other documents
and information as it has deemed appropriate to make its own credit and legal
analyses and decision to enter into this Agreement, and (b) agrees that it
shall, independently and without reliance upon the Assignor, any Agent or any
other Lender Party and based upon such, documents and information as it shall
deem appropriate at the time, continue to make its own credit and legal
decisions in taking or not taking action under the Loan Documents.


 


Section 5.         Effective Date; Notices. (a) As
between the Assignor and the Assignee, the effective date for this Agreement
shall be
                        ,
       (the “Effective Date”); provided that the following conditions
precedent have been satisfied on or before the Effective Date:


 


F-2

















 


(i)                       this Agreement
shall be executed and delivered by the Assignor and the Assignee,


 


(ii)                    the Assignee shall pay to
the Assignor all amounts due to the Assignor under this Agreement or as
separately agreed (written confirmation of which shall be provided to the
Administrative Agent by the Assignor),


 


(iii)                 the processing fee referred
to in Section 2(b) shall have been paid to the Administrative Agent,


 


(iv)                if the Assignee is not
already a Lender, the Assignee shall have delivered an Administrative
Questionnaire to the Administrative Agent, and


 


(v)                   the Assignee has executed, through
a public deed, a power of attorney substantially in the form of Schedule 2
hereto, appointing the Brazil Collateral Agent as its attorney-in-fact with
such powers as are reasonably incidental thereto.


 


(b)                   Promptly after the execution
of this Agreement, the Assignor shall deliver to the Administrative Agent, for
acknowledgment by the Administrative Agent, a Notice of Assignment
substantially in the form attached hereto as Schedule 1, with a copy to
the Borrower and to the U.S. Collateral Agent and the Brazil Collateral Agent.


 


(c)                    Promptly after the execution
of this Agreement, the Assignor shall present its existing Note to the Borrower
and the Assignee shall receive from the Borrower (in any case, within seven (7) Business
Days after the Borrower’s receipt of notice) (1) or more new Notes in
exchange therefor in an aggregate principal amount equal to the principal
amount of the surrendered Notes, dated as of the Effective Date and
substantially in the form of Section 12.8(c) and Exhibit A to
the Export Prepayment Agreement.


 


[Section 6.    Agent.
The Assignee shall assume no duties or obligations held by the Assignor in its
capacity as an Agent under the Loan Documents.]


 


Section 7.         Representations and Warranties. (a) The
Assignor represents and warrants that: (i) it is the legal and beneficial
owner of the Assigned Rights and Obligations, which are free and clear of any
Lien or other adverse claim; (ii) it is duly organized and existing and
has the full power and authority to take, and has taken, all action necessary
to execute and deliver this Agreement and any other documents required or
permitted to be executed or delivered by it in connection with this Agreement,
and to fulfill its obligations hereunder; (iii) no notices to, or
consents, authorizations or approvals of, any Person are required (other than
any already given or obtained) for its due execution, delivery and performance
of this Agreement, and apart from any agreements or undertakings or filings
required by the Export Prepayment Agreement, no further action by, notice to,
or filing with any Person is required of it for such execution, delivery or
performance; and (iv) this Agreement has been duly executed and delivered
by it and constitutes the legal, valid and binding obligation of the Assignor,
enforceable against the Assignor in accordance with the terms hereof, subject,
as to enforcement, to


 


F-3

















 


bankruptcy,
insolvency, moratorium, reorganization and other laws of general application
relating to or affecting creditors’ rights and to general principles of equity.


 


(b)                   The Assignor makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Export Prepayment Agreement or the other Loan Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Export Prepayment Agreement, the other Loan Documents or any other document
furnished pursuant thereto. The Assignor makes no representation or warranty in
connection with, and assumes no responsibility with respect to, the solvency,
financial condition or statements of any Obligor or any other Person, or the
performance or observance by any Obligor or any other Person of any of its
obligations under the Export Prepayment Agreement, any other Loan Document or
any other document furnished in connection therewith.


 


(c)                    The Assignee represents and
warrants that: (i) it is duly organized and existing and has the full
power and authority under its Organizational Documents to take, and has taken,
all action necessary to execute and deliver this Agreement and any other
documents required or permitted to be executed or delivered by it in connection
with this Agreement, and to fulfill its obligations hereunder; (ii) no
notices to, or consents, authorizations or approvals of, any Person are
required (other than any already given or obtained) for its due execution,
delivery and performance of this Agreement, and apart from any agreements or
undertakings or filings required by the Export Prepayment Agreement, no further
action by, notice to, or filing with any Person is required of it for such
execution, delivery or performance; (iii) this Agreement has been duly
executed and delivered by it and constitutes the legal, valid and binding
obligation of the Assignee, enforceable against the Assignee in accordance with
the terms hereof, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to or
affecting the creditors’ rights and to general principles of equity; (iv) it
is not an Obligor or any Affiliate thereof; and (v) it is an Eligible
Assignee as defined under the Export Prepayment Agreement.


 


(d)                   The Assignee further
represents and warrants as of the Effective Date that: (i) it is not in
violation of any laws relating to terrorism or money laundering (“Anti-Terrorism
Laws”), including Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001 (the “Executive Order”), and the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot
Act”); and (ii) it is not, nor any of its Affiliates acting or
benefiting in any capacity in connection with the Agreement is any of the
following: (A) a Person or entity that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order; (B) a Person
or entity owned or controlled by, or acting for or on behalf of, any Person or
entity that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order; (C) a Person or entity with which any
Lender is prohibited from dealing or otherwise engaging in any transaction by
any Anti-Terrorism Law; (D) a Person or entity that commits, threatens or
conspires to commit or supports “terrorism” as defined in the Executive Order;
or (E) a Person or entity that is named as a “specially designated
national and blocked person” on the most


 


F-4

















 


current
list published by the U.S. Treasury Department Office of Foreign Assets Control
(“OFAC”) at its official website or any replacement website or other
replacement official publication of such list.


 


Section 8.         Further Assurances. The Assignor and the
Assignee each hereby agree to execute and deliver such other documents, and
take such other action, as either party or the Administrative Agent reasonably
may request in connection with the transactions contemplated by this Agreement,
including the delivery of any notices or other documents the Administrative
Agent that may be required in connection with the assignment and assumption
contemplated hereby.


 


Section 9.         Miscellaneous. (a) Any amendment or
waiver of any provision of this Agreement shall be in writing and signed by the
Assignor, the Assignee and the Administrative Agent. No failure or delay by
either party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof and any waiver of any breach of the provisions of
this Agreement shall be without prejudice to any rights with respect to any
other or further breach thereof.


 


(b)                   All payments made hereunder
shall be made without any set-off or counterclaim.


 


(c)                    The Assignor and the
Assignee each shall pay its own costs and expenses (including attorney costs)
incurred in connection with the negotiation, preparation, execution and
performance of this Agreement and related documents.


 


(d)                   This Agreement may be
executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.


 


(e)                    This Agreement shall be
governed by, and construed in accordance with, the law of the State of New
York, without giving effect to any conflict of laws principles that would
require the application of the laws of another jurisdiction. The Assignor and
the Assignee each irrevocably submits to the exclusive jurisdiction of any
state or Federal court sitting in the Borough of Manhattan, New York City, New
York over any suit, action or proceeding arising out of or relating to this
Agreement or any Loan Document, and irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined in such New
York state or Federal court (and courts of appeal therefrom). Each party to
this Agreement hereby irrevocably waives any objection, including any objection
to the laying of venue or based upon the grounds of forum non conveniens, that
it may now or hereafter have to the bringing of any action or proceeding in
such courts in respect of this Agreement.


 


(f)                      THE ASSIGNOR
AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT OR ANY COURSE OF


 


F-5

















 


CONDUCT,
COURSE OF DEALING OR STATEMENT (WHETHER ORAL OR WRITTEN). THE AGREEMENT OF EACH
PARTY HERETO TO THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE OTHER
PARTIES HERETO TO ENTER INTO THIS AGREEMENT. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER
THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9(F) AND
EXECUTED BY EACH OF THE PARTIES HERETO THAT IS A PARTY IN ANY SUCH ACTION,
LITIGATION OR PROCEEDING), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO, EXCEPT TO THE EXTENT
WAIVED IN WRITING AS SET FORTH ABOVE. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.


 


F-6

















 


IN WITNESS WHEREOF, the Assignor and the Assignee
have caused this Agreement to be executed and delivered by their duly
authorized officers as of the date first above written.


 


	
   

  	
  [ASSIGNOR],

  as the Assignor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
  [ASSIGNEE],

  as the Assignee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn:

  	
   

  
				



 


Signature Page to
Assignment Agreement


 

















 


SCHEDULE 1 

to the Assignment Agreement


 


NOTICE OF ASSIGNMENT AND
ACCEPTANCE


 


[·]


as
the Administrative Agent


[·]


Attn:
[·]


 


Ladies
and Gentlemen:


 


We refer to the Export Prepayment Facility Agreement
and Secured Loan, dated as of May 13, 2009 (as amended, restated or
otherwise modified from time to time, the “Export Prepayment Agreement”), among
Aracruz Trading International Ltd., as the Borrower, Aracruz Celulose S.A.,
Alicia Papéis S.A. and Aracruz Celulose (USA), Inc., as the Guarantors,
the Lenders as defined therein (including the Assignor, the “Lenders”),
Deutsche Bank Trust Company Americas, as the Administrative Agent, The Bank of
New York Mellon, as the U.S. Collateral Agent and BNY Mellon Serviços
Financeiros Distribuidora de Títulos e Valores Mobiliários S.A., as the Brazil
Collateral Agent. Capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Export Prepayment Agreement.


 


(a) We hereby give you notice of the assignment
by
                              
(the “Assignor”) to
                                        
(the “Assignee”) of [all] [a portion] of the right, title and interest
of the Assignor in and to the Export Prepayment Agreement (including [all][a
portion] of the right, title and interest of the Assignor in and to the
Assignor’s a [Commitment/Loan] pursuant to the Assignment and Acceptance
Agreement attached hereto (the “Assignment Agreement”)). After giving
effect to such assignment (assuming no repayments after
                    ,
                  ),
the principal amount of the Assignee’s [Commitment/Loan] will be
$                        .


 


(b) The Assignee has agreed that, upon the
satisfaction of the conditions of effectiveness of the assignment to be
effected by the Assignment Agreement, the Assignee shall be bound by the terms
of the Export Prepayment Agreement as fully and to the same extent as if it
were the Lender originally holding such interest in the Export Prepayment
Agreement.


 


(c) An Administrative Questionnaire for the
Assignee is attached hereto.


 


(d) You are entitled to rely upon the
representations, warranties and covenants of each of the Assignor and the
Assignee contained in the Assignment Agreement.


 

















 


IN WITNESS WHEREOF, the Assignor and the Assignee
have caused this Notice of Assignment and Acceptance to be executed by their
respective duly authorized officials, officers or agents as of the date first
above mentioned.


 


	
   

  	
  Very truly yours, 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  ASSIGNMENT AND ACCEPTANCE ACKNOWLEDGED BY:

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  as the Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


Cc:                  Aracruz Trading
International Ltd., as Borrower


 


The Bank of New York Mellon, as the U.S. Collateral
Agent


 


BNY Mellon Serviços Financeiros Distribuidora de
Títulos e Valores Mobiliários S.A., as the Brazil Collateral Agent


 


Signature Page to
Notice of Assignment and Acceptance


 

















 


SCHEDULE 2 

to the Assignment Agreement


 


POWER
OF ATTORNEY GRANTED BY: [BANK]


 


TO WHOMEVER THIS INSTRUMENT MAY CONCERN, on the [day]  of
[month]  of 2009, in this city of [city],  [country],  appeared before me as grantor, [BANK], a financial institution duly
organized and validly existing under the laws of [country],  headquartered
at [complete address],  in [city],
[country] (hereinafter referred
to as “Grantor”). The Grantor, by its representatives, stated that the
Grantor appoints as its lawful attorney-in-fact, BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES
MOBILIÁRIOS S.A., a financial institution duly organized and validly
existing under the laws of Brazil, headquartered at Avenida Presidente Wilson,
231, 11th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil,
enrolled with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61
(hereinafter referred to as “Grantee”), upon which specific powers are
conferred to act as Grantor’s agent under a certain Export Prepayment Facility
Agreement and Secured Loan, to be entered into by and between Aracruz Trading
International Ltd., Aracruz Celulose S.A., Alícia Papéis S.A., Aracruz Celulose
(USA), Inc., Deutsche Bank Trust Company Americas, The Bank of New York
Mellon, the Grantee and each of the lenders party thereto (the “Credit
Agreement”), as well as to represent the Grantor before Brazilian federal,
state, and municipal authorities, departments, specifically city governments,
public records and real estate records offices and may, therefore, sign
applications, contracts, deeds, and other documents, including public and/or
private instruments of amendment, ratification, and amendment; and, further,
apply for, arrange, and sign any and all documents and records that may be
required or necessary in the best interest of the Grantor; check in and out
papers and documents, including with and from notary public and public records
offices and any other authorities. Finally, perform any other act, however
specific such act may be or omitted to be stated herein, including the
appointment of substitutes, provided that such acts are performed in relation
to the purpose of perfecting and/or enforcing any mortgage or any other
collateral received by the Grantor in connection with the Credit Agreement.
This power of attorney shall be valid and effective from the date hereof until
all the obligations under the Credit Agreement have been fully satisfied. I, [name], Notary Public, drew it up and
signed.


 


 


	
  [BANK]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  



 

















 


EXHIBIT G


to Export Prepayment Facility Agreement and
Secured Loan


 


FIRST AMENDMENT TO AND
CONSOLIDATION OF THE ARACRUZ SHARE


PLEDGE AGREEMENT


 


FIRST AMENDMENT TO AND CONSOLIDATION OF THE ARACRUZ
SHARE PLEDGE AGREEMENT, dated as of [·], 2009 (as it
may be amended, from time to time, this “First Amendment”), among:


 


(a)                    ARAPAR S.A., a company duly
organized and validly existing under the laws of Brazil, headquartered at
Avenida Augusto Severo, 8, 7th Floor, city of Rio de Janeiro, State of Rio de
Janeiro, Brazil, enrolled with the General Taxpayers’ Register (CNPJ) under No. 29.282.803/0001-68,
herein represented by its legal representatives in accordance with its by-laws
(“Arapar”);


 


(b)                   SÃO TEÓFILO REPRESENTAÇÃO E
PARTICIPAÇÕES S.A., a company duly organized and validly existing under the
laws of Brazil, headquartered at Avenida Eusébio Matoso, 891, 22nd Floor, city
of São Paulo, State of São Paulo, Brazil, enrolled with the General Taxpayers’
Register (CNPJ) under No. 03.214.652/0001-17, herein represented by its
legal representatives in accordance with its by-laws (“São Teófilo”, and
jointly with Arapar the “Shareholders”);


 


(c)                     BNY MELLON SERVIÇOS
FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial
institution headquartered at Avenida Presidente Wilson, 231, 11th Floor, city
of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled with the General
Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61, herein
represented by its legal representatives in accordance with its by-laws, acting
herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading International Ltd., a company duly organized and validly
existing under the laws of Hungary, headquartered at 2161 Csomád, Akácos út
10-11, Hungary, enrolled with the Court of Registration under No. 13-19-107520
(“Aracruz Trading”), under the Export Prepayment Facility Agreement and
Secured Loan (the “Credit Agreement”), dated as of May 13, 2009,
executed among Aracruz Trading, Aracruz, Alícia Papéis S.A., Aracruz Celulose
(USA), Inc. and the following Lenders: Banco Itaú BBA S.A. - Nassau
Branch, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú BBA”),
Banco Santander, S.A., a financial institution duly organized and validly
existing under the laws of Spain, headquartered at [·], in [·] (“Santander”),
Banco Santander, S.A., Grand Cayman Branch, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander Cayman”),
Barclays Bank plc, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution


 
















 


duly
organized and validly existing under the laws of [·], headquartered at [·], in [·] (“BNP”), Calyon, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·] (“Calyon”), Citibank, N.A., a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“Citibank”),
Deutsche Bank AG - London Branch, a financial institution duly organized and
validly existing under the laws of Germany, headquartered at [·], in [·], acting
through its London Branch, located at [·] (“DB”),
Goldman Sachs Bank (Europe) Plc, a financial institution duly organized and
validly existing under the laws of [·],
headquartered at [·], in [·] (“GS”), HSBC Bank Brasil S.A. - Banco Múltiplo, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“HSBC”), JP Morgan Chase Bank, N.A., a financial institution
duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“JP
Morgan”), Merrill Lynch Credit Products, LLC, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria S.A., a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly organized
and validly existing under the laws of [·],
headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·] (“Lehman”).


 


and,
as consenting intervening party,


 


(d) ARACRUZ
CELULOSE S.A., a company duly organized and validly existing under the laws of
Brazil, headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz,
State of Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register
(CNPJ) under No. 42.157.511/0001-61, herein represented by its legal
representatives in accordance with its by-laws (“Aracruz”).


 


RECITALS


 


WHEREAS,
the Shareholders, Aracruz and the Collateral Agent, in its capacity of
collateral agent and representative of Lenders have executed on January 19,
2009 a certain share pledge agreement (Contrato de Penhor de Ações), registered with the 9th Registry
of Titles and Deeds of São Paulo, under No. 1057547 (as it may be amended
from time to time, the “Share Pledge Agreement”), by means of which the
Shareholders have pledged one hundred and twenty seven million, five hundred
and six thousand and four hundred and fifty seven (127,506,457) common shares
issued by Aracruz (the “Shares”) to the Collateral Agent, for the
exclusive benefit of the Lenders;


 


WHEREAS,
the Shareholders have agreed to create the security hereunder in order to
secure the prompt and punctual payment of all of Aracruz Trading’s obligations
under the Credit Agreement (such obligations being hereinafter referred to as “Secured
Obligations” are more fully detailed below); and


 


G-2

















 


WHEREAS
in consideration of the provisions contained in the Credit Agreement, the Share
Pledge Agreement needs to be amended, pursuant to the terms set out in this
First Amendment.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.
The parties mutually agree to include a new Section to the Share Pledge
Agreement which shall read as follows:


 


“ARTICLE I

DEFINITIONS


 


Section 1.1 Certain Defined Terms. (a) The terms used herein and initialized by capital
letters, except if otherwise provided for in this Share Pledge Agreement, shall
have the same meaning ascribed to them in the Credit Agreement. All the terms
defined in this Share Pledge Agreement shall have the same meaning whenever
used in any other certificate or document delivered or prepared in relation to
this Share Pledge Agreement, except if otherwise provided for in such
certificate or document.


 


(b) All references to the Collateral Agent contained in
this Share Pledge Agreement shall be construed as references to the Collateral
Agent, in its capacity of representative of the Lenders.”


 


2.
The parties mutually agree to amend and renumber Section 1 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE II 

PLEDGE; GRANT OF SECURITY INTEREST


 


Section 2.1 Pledge; Grant of Security
Interest. (a) In
order to secure the timely and full payment and performance, when due (either in the original maturity date, in case of
acceleration or in any other date)
of all Secured Obligations in accordance with article 1,451 et seq. of the
Brazilian Civil Code and article 39 of Law No. 6,404, of December 15,
1976 (as amended), the Shareholders herein pledge the Shares to the
Collateral Agent for the exclusive benefit of the Lenders. For purposes of the
provisions of article 1,424 of the Brazilian Civil Code, the Secured
Obligations are duly described and characterized in Section 3.1 below.


 


(b) In addition to the Shares, the Shareholders hereby
agree to pledge to the Collateral Agent for the exclusive benefit of the
Lenders any and all shares representing the capital stock of Aracruz which may
be, from time to time, subscribed or acquired, by virtue of conversions or
exchanges, by the Shareholders after the date hereof jointly with all options
and rights of any nature issued or granted by Aracruz to the Shareholders while
this Share Pledge Agreement is in force, provided that the pledged shares shall
not, at any time, exceed the equivalent to twenty eight integers and three
hundredth percent (28.03%) of the common shares (ações ordinárias) issued by Aracruz (the “Additional Shares” and,


 


G-3

















 


jointly with the Shares, the “Pledged Shares”, duly
described in Exhibit A hereof). In the event the Pledged Shares exceed the
percentage set forth in this Section 2.1(b), and
only to the extent provided for in the Credit Agreement, the Collateral Agent
shall take all actions required pursuant to applicable law or that may be
reasonably requested by the Shareholders or Aracruz to release the pledge
created pursuant to this Share Pledge Agreement over the shares that exceed
such limit.”


 


3.
The parties mutually agree to amend and renumber Section 2 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE III 

SECURED OBLIGATIONS


 


Section 3.1 Secured Obligations. For
purposes of the provisions of article 1,424 of the Brazilian Civil Code, the
parties hereby confirm that the Secured Obligations have the following general
terms and conditions: (i) principal
amount of U.S.$ [·], equivalent on the date hereof to R$ [·], using for conversion purposes the PTAX 800 rate,
option 5, disclosed on [date] by the Central Bank of Brazil through the Sisbacen
System; (ii) final maturity date on December 31, 2017; (iii) interest
accrued on the principal amount mentioned herein to be calculated based on the
LIBOR rate for three-month deposits, added by a margin as follows: (a) from
01/01/2009 to 12/31/2009 - a margin of 3.50% p.a. (three integers and fifty hundredth per annum), (b) from 01/01/2010 to 06/30/2010 - a margin of 4.00%
p.a. (four percent per annum), (c) from 07/01/2010 to 12/31/2010 - a margin of 4.25%
p.a. (four integers and twenty
five hundredth per annum), (d) from
01/01/2011 to 06/30/2011 - a margin of 4.50% p.a. (four integers and fifty hundredth per annum), (e) from 07/01/2011 to 12/31/2011 - a margin of 4.75%
p.a. (four integers and seventy
five hundredth per annum), (f) from
01/01/2012 to 06/30/2012 - a margin of 5.00% p.a. (five percent per annum), (g) from 07/01/2012 to 12/31/2012 - a margin of 5.25%
p.a. (five integers and twenty
five hundredth per annum), (h) from
01/01/2013 to 06/30/2013 - a margin of 5.50% p.a. (five integers and fifty hundredth per annum), (i) from 07/01/2013 to 12/31/2013 - a margin of 5.75%
p.a. (five integers and seventy
five hundredth per annum), and (j) from
01/01/2014 until final maturity, on 12/31/2017 - a margin of 6.00% p.a. (six percent per annum); and (iv) the collateral granted hereunder corresponds to the
Pledged Shares. For purposes of this Share Pledge Agreement, the term “LIBOR”
means the London Interbank Offered Rate.”


 


4.
The parties mutually agree to amend and renumber Section 3 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE IV 

REGISTRATON OF PLEDGE


 


Section 4.1 Registration of Pledge. (a) The Shareholders undertake to provide to the Collateral
Agent (i) no later than seven (7) calendar
days as from the execution hereof, evidence of filing for registration of this
Share Pledge Agreement, together with its sworn translation into Portuguese, (x) with
the custodian of the Pledged Shares and (y) with the


 


G-4

















 


competent Registry of Titles and Deeds (Registro de Títulos e Documentos), and (ii) no later than five (5) Business
Days after the date on which such registration with the competent Registry of
Titles and Deeds is granted, evidence thereof.


 


(b) In addition, (i) immediately upon
issuance, receipt or acquisition of any Additional Shares, with due regard to
the limit provided for in Section 2.1(b) above,
and (ii) immediately upon the execution of any amendment in
accordance with Section 12.4 below (an “Amendment”), the
Shareholders undertake to comply with the same procedure described in Section 4.1(a) above.


 


(c) All costs and expenses incurred as a result of the
registrations mentioned in this Section shall be exclusively borne by the
Shareholders.”


 


5.
The parties mutually agree to amend and renumber Section 4 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE V
  REPRESENTATIONS AND WARRANTIES


 


Section 5.1 Representations and Warranties.
The Shareholders hereby represent and warrant to the Collateral Agent that on
the date hereof and during the term of effectiveness of this Share Pledge
Agreement, in relation to supervening facts and circumstances:


 


(a) the pledge over the Shares herein created constitutes
and the pledge over any Additional Shares shall constitute, upon the issuance,
acquisition or receipt of the Additional Shares by the Shareholders and the
performance of the registrations required, as provided for in Section 4.1(b) above,
a first priority, legitimate, valid and perfected security interest,
enforceable in accordance with its terms and conditions against the
Shareholders, except as enforceability thereof may be limited by (i) applicable
bankruptcy, insolvency, reorganization, recuperação judicial, recuperação
extrajudicial, liquidation, dissolution, arrangement or winding up or
composition or readjustment of debts, or other laws affecting the enforcement
of creditors’ rights generally, and (ii) the application
of general principles of equity (regardless
of whether such enforceability is considered in a proceeding at law or equity);


 


(b) the execution, performance and creation of the
security interest created by means of this Share Pledge Agreement (i) do
not and will not constitute any conflict, violation or default under any
material contractual obligation of the Shareholders and (ii) do
not and will not result in the creation or imposition of any lien over other
assets of the Shareholders or over any profits or income resulting therefrom,
except for dividends, interest on equity or any other type of remuneration
resulting from the property of Pledged Shares, and except for the lien created
in this Share Pledge Agreement;


 


(c) the Pledged Shares were validly issued and are
totally paid in, free and clear from any judicial or extrajudicial liens,
constrictions or encumbrances, except for


 


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the lien created pursuant to this Share Pledge Agreement and
the provisions of Aracruz shareholders’ agreement dated February 5, 2003 (the “Shareholders’ Agreement”);


 


(d) the Pledged Shares represent twenty eight integers
and three hundredth percent (28.03%) of the common shares (ações ordinárias) issued by Aracruz as of the date hereof;


 


(e) the Shareholders are the lawful owners and possessors
of the Pledged Shares and all rights inherent to the Pledged Shares, subject to
the terms of the Shareholders Agreement, and have the powers and authorities
required to (i) execute this Share Pledge Agreement; (ii) perform
the obligations herein provided for; and (iii) pledge the
Pledged Shares;


 


(f) the by-laws of Aracruz do not restrict or limit the
rights of the Shareholders to transfer, encumber or pledge the Shares, except
for the limitations resulting from the Shareholders Agreement; and


 


(g) the power of attorney granted by the Shareholders and
delivered to the Collateral Agent under Section 8.1(b) has
been duly and validly granted and confers to the Collateral Agent the powers
expressed therein. The Shareholders have not granted other similar power of
attorney or executed any other security agreement in relation to the Pledged
Shares except for this Share Pledge Agreement and the Shareholders’ Agreement.”


 


6. The parties mutually agree to amend and renumber Section 5
of the Share Pledge Agreement, which shall read as follows:


 


“ARTICLE VI 

OBLIGATIONS


 


Section 6.1 Obligations. The Shareholders
and Aracruz agree and undertake, before the Collateral Agent and to the
exclusive benefit of the Lenders, during the term of effectiveness of this
Share Pledge Agreement, to:


 


(a) upon the occurrence and during the continuance (subject to the applicable cure periods set forth in
the Credit Agreement, if any) of
an Event of Default under Section 9.1(a) of
the Credit Agreement, or to the extent that an automatic acceleration event
occurs under Section 9.1(e), (f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with
copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement),
promptly upon receipt, to forward any payment to the Collateral Agent of all
rights related to the Pledged Shares (including dividends, interest on equity or payments resulting from
redemption, capital reductions or made on any other account);


 


G-6

















 


(b) upon the occurrence and during the continuance (subject to the applicable cure periods set forth in
the Credit Agreement, if any) of
an Event of Default under Section 9.1(a) of
the Credit Agreement, or to the extent that an automatic acceleration event
occurs under Section 9.1(e), (f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with
copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), comply
with any and all instructions transmitted by the Collateral Agent in relation
to this Share Pledge Agreement;


 


(c) at any time and from time to time, upon written
request by the Collateral Agent and at the exclusive expense of the
Shareholders, perform any and all reasonable actions, as well as execute and
deliver to the Collateral Agent, no later than ten (10) Business
Days as from such request, all additional instruments and documents reasonably
required to perfect and preserve the security interest granted pursuant to this
Share Pledge Agreement;


 


(d) perform any and all actions, as well as execute and
deliver to the Collateral Agent all instruments and documents required to the
creation of the pledge over Additional Shares, at the exclusive expense of the
Shareholders;


 


(e) notify the Collateral Agent, no later than three (3) Business
Days, of the occurrence of any event that results in violation or inaccuracy of
any of the representations made in Section 5.1 above. The Shareholders and
Aracruz further agrees to take all actions required or that the Collateral
Agent may require in order to maintain the representations and warranties made
by Aracruz Trading under the Credit Agreement true and correct until all
Secured Obligations are paid in full, and the security interest is released
pursuant to the terms of the Credit Agreement;


 


(f) at any time and from time to time, upon written
request of the Collateral Agent and at the exclusive expense of the Shareholders,
provide to the Collateral Agent, no later than ten (10) Business
Days as from such request, all information and evidencing documents related to
the Pledged Shares that the Collateral Agent may reasonably request;


 


(g) not to create, incur or permit the creation of any
liens or options in favor or upon request of any person other than the
Collateral Agent, acting on behalf of the Lenders, regarding the Pledged Shares
or any rights thereon, except for the pledge created in this Share Pledge
Agreement; nor to sell, assign, transfer, exchange or otherwise dispose of the
Pledged Shares, except upon prior and written authorization of the Collateral
Agent or as otherwise permitted under the Credit Agreement;


 


(h) pay, before the imposition of any fines, penalties,
interest or expenses, all taxes, contributions or other charges, levied on the
Pledged Shares currently or in the


 


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future, and pay or cause to be paid all claims that, if not
paid, may reasonably result in the creation of a lien;


 


(i) not to execute or allow the execution of any
agreement that may restrict or reduce the rights or capacity of the Collateral
Agent to sell or otherwise dispose of the Pledged Shares or any portion
thereof, except upon the prior and express authorization of the Collateral
Agent;


 


(j) defend the security interest, the ownership and
interests of Lenders in relation to the Pledged Shares against any claims or
demands by third parties;


 


(k) promptly (and,
in any event, within seven (7) Business Days) after the Shareholders’ and/or Aracruz knowledge thereof, give to the
Collateral Agent notice of any litigation, claim, investigation, arbitration,
other proceeding or controversy pending or, to its knowledge, threatened
involving or relating to the Pledged Shares; and


 


(l) in case any of the Dividends Reinvestment Conditions
is not fulfilled as provided for in Section [8.20(b)] of the Credit Agreement, reinvest in Aracruz, no
later than ninety (90) days as from the date of respective payment, the
dividends, interest on equity and any other remunerations paid by Aracruz as a
result of the ownership of Pledged Shares.”


 


7.
The parties mutually agree to amend and renumber Section 6 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE VII 

VOTING RIGHTS


 


Section 7.1 Voting Rights. Upon the
occurrence and during the continuance (subject to the applicable cure periods set forth in
the Credit Agreement, if any) of
any Event of Default under Section 9.1(a) of
the Credit Agreement, or to the extent that an automatic acceleration event
occurs under Section 9.1(e), (f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with
copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), the
Shareholders shall not exercise any of Shareholders’ voting and consenting
rights inherent to the Pledged Shares, without prior written consent of and
instructions by the Collateral Agent, acting on behalf of the Majority Lenders (unless otherwise permitted under the Credit Agreement).”


 


8.
The parties mutually agree to amend and renumber Section 7 of the Share
Pledge Agreement, which shall read as follows:


 


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“ARTICLE VIII 

FORECLOSURE AND COLLECTION


 


Section 8.1 Foreclosure and Collection. (a) Without prejudice of previous provisions, upon the
occurrence and during the continuance (subject to the applicable cure periods set forth in the Credit
Agreement, if any) of an Event of
Default under Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under the Section 9.1(e), (f) or
(g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with
copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), the
Collateral Agent is hereby irrevocably and irretrievably, authorized and
qualified to, in name and to the exclusive benefit of the Lenders, sell the
Pledged Shares (in whole or in
part), for the prices, terms and
conditions it may understand appropriate in accordance with applicable law and
the provisions of article 1,433, item IV, of the Brazilian Civil Code, and use
or apply the proceeds therefrom to pay the Secured Obligations, as provided for
in the Credit Agreement.


 


(b) In accordance with the provisions of articles 684 and
1,433 of the Brazilian Civil Code and as a means to perform the obligations
herein agreed, the Shareholders irrevocably and irretrievably appoint the
Collateral Agent as their attorney-in-fact and for this purpose they have
executed and delivered to the Collateral Agent on the date hereof a power of
attorney substantially in the form of Exhibit B hereof. The Shareholders
undertake to deliver a power of attorney with the same content to any successor
of the Collateral Agent appointed pursuant to the Credit Agreement and, as it
may be reasonably required pursuant to applicable law, whenever necessary to
secure that the Collateral Agent has the powers required to perform the actions
and exercise the rights herein provided for.


 


(c) No action performed or omitted by the Collateral
Agent in relation to the Pledged Shares shall give rise to any right of
defense, counterclaim or compensation in favor of the Shareholders or any claim
or proceeding against the Collateral Agent, except in case of gross negligence
or willful misconduct by the Collateral Agent.


 


(d) The Shareholders must indemnify and hold harmless the
Collateral Agent, its members, executive officers, employees and agents (each of whom an “Indemnified Person”) against any losses, liabilities and expenses,
including but not limited to attorneys’ fees, expenses and out-of-pocket
expenses related to or resulting from (i) the execution of
this Share Pledge Agreement, the performance by the parties of their respective
obligations and the consummation of the transaction contemplated herein; and (ii) any
lawsuit, controversy, investigation or proceeding, current or future, related
to any of the provisions of this Share Pledge Agreement, either grounded in
contractual liability, tort or any other action, irrespective of the
Indemnified Person being or not a party to this Share Pledge Agreement. The
provisions of this Section shall not apply to cases in which such losses,
liabilities and expenses result from gross negligence or willful misconduct of


 


G-9

















 


the Indemnified Person, as determined by a final judicial
decision, issued by a competent court.”


 


9.
The parties mutually agree to amend and renumber Section 8 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE IX 

USE OF PROCEEDS


 


Section 9.1 Use of Proceeds. Any amounts
received by the Collateral Agent, acting on behalf of the Majority Lenders, as
a result of the enforcement of this Share Pledge Agreement shall be applied
towards the payment of the Secured Obligations, as provided for in the Credit
Agreement, without prejudice of the right of creditors to collect from Aracruz
any potential outstanding balance.”


 


10.
The parties mutually agree to amend and renumber Section 9 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE X 

EXERCISE OF RIGHTS AND JUDICIAL REMEDIES


 


Section 10.1 Exercise of Rights and Judicial
Remedies. (a) In
exercising its rights and remedies against Aracruz or any of the Shareholders
under this Share Pledge Agreement, the Collateral Agent may, but shall not be
obliged to (except if required by
applicable legislation) exercise
all rights and remedies granted to it by law and this Share Pledge Agreement
against any third parties or in relation to any security interest or offsetting
right regarding the Secured Obligations. Any omission by the Collateral Agent (directly or by means of any of its respective agents,
successors or assigns) in
exercising such rights or remedies, in collecting any payments, foreclosing any
guarantees, personal or in rem, shall not release Aracruz and the Shareholders
from any liabilities resulting from the law of this Share Pledge Agreement and
shall not impair, reduce or otherwise affect the Collateral Agent’s rights and
remedies, both expressed or implied.


 


(b) The filing, by the Collateral Agent, in name and to
the exclusive benefit of the Lenders, of any lawsuit or proceeding to
judicially enforce the pledge herein created shall not affect anyhow the right
of the Collateral Agent to, in name and to the exclusive benefit of the
Lenders, file any other judicial proceeding based on the Credit Agreement or
any other related document, with the purpose of judicially enforcing other
guarantees that may have been given to Lenders under those documents, and the
parties agree that if Aracruz or Aracruz Trading fail to perform any of its
obligations under the Credit Agreement, the Collateral Agent, in name and to
the exclusive benefit of the Lenders shall be entitled to take any measures,
judicial or not, it may understand appropriate to defend the rights of Lenders,
it being entitled to file any appropriate judicial or extrajudicial
proceedings, either to foreclose guarantees, or simply to execute Aracruz or
Aracruz Trading, all irrespective of the amount of the guarantees given to
Lenders and the date they were given.”


 


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11.
The parties mutually agree to amend and renumber Section 10 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE XI 

TERMINATION AND RELEASE


 


Section 11.1 Termination and Release.
This Share Pledge Agreement constitutes a continuous security interest over the
Pledged Shares and shall remain in full force and effect until the Secured
Obligations have been fully satisfied, when it shall be terminated by operation
of law and the security interest herein created shall be released at the
expenses of the Shareholders. The release of the security interest herein
created and evidenced shall only be valid if executed by the Collateral Agent,
who shall, upon request and at the expenses of the Shareholders, execute and
deliver all documents reasonably required to evidence the termination of this
Share Pledge Agreement and the consequent definitive and unconditional release
of the security interest.”


 


12.
The parties mutually agree to amend and renumber Sections 11 to 17 from the
Share Pledge Agreement and to include a new Section 11 which shall read as
follows:


 


“ARTICLE XII 

MISCELLANEOUS


 


Section 12.1 Cumulative Rights. The
rights, powers and remedies of the Collateral Agent under this Share Pledge
Agreements are cumulative and additional to the rights, powers and remedies
available to the Collateral Agent under the Credit Agreement, the law or in
equity and may be successively or concomitantly exercised, without prejudice to
any other right, power or remedy as a result of the exercise of any other
right, power or remedy.


 


Section 12.2 Other Security Interests.
The pledge created under this Share Pledge Agreement shall be in addition to
and irrespective of any other guarantee or security interest that the
Collateral Agent or the Lenders (either jointly or individually) are beneficiaries, from time to time, in relation to
the Secured Obligations.


 


Section 12.3 Notices and Communications.
Any notice or communication required or permitted under this Share Pledge
Agreement shall be made in writing and shall be deemed served and made if sent
by facsimile (with confirmation of receipt), personal delivery or mail with evidence of receipt
thereof (“AR”) to the address indicated in writing by the party to
which it shall be sent and shall be deemed effective on the date of receipt
thereof. Before accepting and complying with the terms of any communication
sent via facsimile, the party receiving such communication is entitled (but not obliged) to contact the sender, via telephone or otherwise, in order to confirm
its authenticity. Unless the parties have received a notice otherwise, such
communications or notices shall be sent to the following addresses:


 


G-11
















 


If to the Collateral Agent:


 


BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E
VALORES MOBILIÁRIOS S.A.


Av. Pres. Juscelino Kubitschek 1455, 6o andar


04543-011


São Paulo, SP


Brazil


Att: Sra. Soraya Lysenko


Telephone: (55 11)
3050-8370


Fax: (55 11)
3050-8002


E-mail: slysenko@bnymellon.com.br


 


If to the Shareholders:


 


ARAPAR S.A.


Avenida Augusto Severo, 8, 7o andar


Rio de Janeiro, RJ, Brasil


Att.: [·]


Telephone: (55 21)  [·]


Fax: (55 21)  [·]


E-mail: [·]


 


SÃO TEÓFILO REPRESENTAÇÃO E PARTICIPAÇÕES S.A.


Avenida Eusébio Matoso, 891, 22o andar


São Paulo, SP, Brasil


Att.: [·]


Telephone: (55 11)  [·]


Fax: (55 11)[·]


E-mail: [·]


 


If to Aracruz:


 


ARACRUZ CELULOSE S.A.


Av. Brigadeiro Faria Lima, 2277, 4o andar


CEP 01452-000


São Paulo, SP.


Att.: [·]


Telephone: (55 11)
3301 4202


Fax: (55 11)
3301 4111


E-mail: mgrodetzky@aracruz.com.br; jlb@aracruz.com.br


 


Section 12.4 Waivers and Amendments. No
amendment to any of the provisions of this Share Pledge Agreement (including any waiver or consent) shall be valid unless it is made in writing and
executed by all the parties hereof.


 


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Section 12.5 Transfer, Assignment under the
Credit Agreement. In case any of the Lenders transfers or assigns its
credit right under the Credit Agreement, in whole or in part, the assignee of
such credit right shall execute and deliver to the Collateral Agent a power of
attorney substantially in the form of Exhibit C hereof in order to reflect
the necessary amendments to this Share Pledge Agreement and grant the
Collateral Agent with the necessary powers to act as collateral agent and
representative of such assignee under this Share Pledge Agreement.


 


Section 12.6 Severability. In case any
provision of this Share Pledge Agreement is deemed null, unlawful or
unenforceable under the applicable laws, such provision shall be deemed
excluded from this Share Pledge Agreement and shall not affect any of the other
provisions herein. To replace any excluded provision, the parties shall
negotiate a similar provision reproducing their original intent, as permitted
by the applicable legislation.


 


Section 12.7 Entire Agreement; Successors and
Assigns. This Share Pledge Agreement contains all the understandings of the
parties in relation to the subject-matters herein, and shall be binding upon
the parties and their respective successors and permitted assigns, on any
account.


 


Section 12.8 Governing Law; Jurisdiction.
This Share Pledge Agreement shall be governed and interpreted in accordance
with the laws of the Federative Republic of Brazil. The parties hereof
irrevocably and irretrievably agree to submit to the competent courts of the
city of São Paulo, in the State of São Paulo, Brazil, any demand or
controversies resulting from this Share Pledge Agreement with express waiver to
any other court, no matter how privileged it may be.


 


Section 12.9 Enforcement. This Share
Pledge Agreement constitutes an extrajudicial execution instrument (título executivo extrajudicial) in accordance with provisions of items II and III of
article 585 of the Brazilian Code of Civil Procedure.


 


Section 12.10 Effectiveness. This Share
Pledge Agreement shall become effective on the date hereof and remain in full
force and effect until all Secured Obligations have been fully satisfied and
the Lenders, shall then release the pledge, as provided for in Section 11.1
above.”


 


13.
The parties mutually agree to replace Exhibit I with Exhibit A, which
shall now contain a description of the Pledged Shares.


 


14.
The parties mutually agree to replace Exhibit II with Exhibit B,
which shall now contain a form of power of attorney to be granted by the
Shareholders to the Collateral Agent, as required under Section 8.1(b) of
the Share Pledge Agreement.


 


15.
The parties mutually agree to replace Exhibit III with Exhibit C
which shall now contain a form of power of attorney, as per Section 12.5
of the Share Pledge Agreement.


 


16.
The parties mutually agree to exclude Exhibits IV and V.


 


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17.
The appointment of the Collateral Agent is hereby ratified and confirmed by the
Lenders, in accordance with the provisions of Section [10.10] of the
Credit Agreement. All actions performed by the Collateral Agent related to the
perfection of the Share Pledge Agreement and the creation of security interest
in the form of pledge are also expressly ratified herein by Lenders, as
provided for in the sole paragraph of article 662 of the Brazilian Civil Code.
The parties also confirm that any and all costs and expenses incurred by the
Collateral Agent shall be solely and exclusively borne by the Shareholders.


 


18.
The Shareholders agree to provide to the Collateral Agent (i) no later
than seven (7) calendar days as from the execution hereof, evidence of
filing for registration of this Share Pledge Agreement, together with its sworn
translation into Portuguese, (x) with the custodian of the Pledged Shares
and (y) with the competent Registry of Titles and Deeds (Registro
de Títulos e Documentos), and
(ii) no later than five (5) Business Days after the date on which
such registration with the competent Registry of Titles and Deeds is granted,
evidence thereof.


 


19.
In view of the amendments above, the parties agree to consolidate the Share
Pledge Agreement which shall now become effective as follows. This First
Amendment shall supersede all other prior agreements among the parties and
become the only agreement among them.


 


ARACRUZ SHARE PLEDGE AGREEMENT


 


ARACRUZ
SHARE PLEDGE AGREEMENT, dated as of January 19, 2009 (as it may be amended
from time to time, this “Share Pledge Agreement”) among:


 


(a) ARAPAR
S.A., a company duly organized and validly existing under the laws of Brazil,
headquartered at Avenida Augusto Severo, 8, 7th Floor, city of Rio de Janeiro,
State of Rio de Janeiro, Brazil, enrolled with the General Taxpayers’ Register
(CNPJ) under No. 29.282.803/0001-68, herein represented by its legal
representatives in accordance with its by-laws (“Arapar”);


 


(b) SÃO
TEÓFILO REPRESENTAÇÃO E PARTICIPAÇÕES S.A., a company duly organized and
validly existing under the laws of Brazil, headquartered at Avenida Eusébio
Matoso, 891, 22nd Floor, city of São Paulo, State of São Paulo, Brazil,
enrolled with the General Taxpayers’ Register (CNPJ) under No. 03.214.652/0001-17,
herein represented by its legal representatives in accordance with its by-laws
(“São Teófilo”, and jointly with Arapar the “Shareholders”);


 


(c) BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
S.A., a financial institution headquartered at Avenida Presidente Wilson, 231,
11th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled
with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
herein represented by its legal representatives in accordance with its by-laws,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain


 


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creditors
(each such creditor being referred to as a “Lender”) of Aracruz Trading
International Ltd., a company duly organized and validly existing under the
laws of Hungary, headquartered at 2161 Csomád, Akácos út 10-11, Hungary,
enrolled with the Court of Registration under No. 13-19-107520 (“Aracruz
Trading”), under the Export Prepayment Facility Agreement and Secured Loan
(the “Credit Agreement”), dated as of May 13, 2009, executed among
Aracruz Trading, Aracruz, Alícia Papéis S.A., Aracruz Celulose (USA), Inc.
and the following Lenders: Banco Itaú BBA S.A. - Nassau Branch, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú
BBA”), Banco Santander, S.A., a financial institution duly organized and
validly existing under the laws of Spain, headquartered at [·], in [·] (“Santander”),
Banco Santander, S.A., Grand Cayman Branch, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander Cayman”),
Barclays Bank plc, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“BNP”),
Calyon, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·] (“Calyon”),
Citibank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Citibank”), Deutsche Bank AG - London
Branch, a financial institution duly organized and validly existing under the
laws of Germany, headquartered at [·], in [·], acting through its London Branch, located at [·] (“DB”), Goldman Sachs Bank (Europe) Plc, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“GS”), HSBC
Bank Brasil S.A. - Banco Múltiplo, a financial institution duly organized and
validly existing under the laws of [·],
headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“HSBC”), JP Morgan
Chase Bank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“JP Morgan”), Merrill Lynch Credit
Products, LLC, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria S.A., a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly organized
and validly existing under the laws of [·],
headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·] (“Lehman”).


 


and,
as consenting intervening party,


 


(d) ARACRUZ
CELULOSE S.A., a company duly organized and validly existing under the laws of
Brazil, headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of
Aracruz, State of Espírito Santo, Brazil, enrolled with the General


 


G-15

















 


Taxpayers’
Register (CNPJ) under No. 42.157.511/0001-61, herein represented by its
legal representatives in accordance with its by-laws (“Aracruz”);


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE I 

DEFINITIONS


 


Section 1.1
Certain Defined Terms. (a) The terms used herein and initialized by
capital letters, except if otherwise provided for in this Share Pledge
Agreement, shall have the same meaning ascribed to them in the Credit
Agreement. All the terms defined in this Share Pledge Agreement shall have the
same meaning whenever used in any other certificate or document delivered or
prepared in relation to this Share Pledge Agreement, except if otherwise
provided for in such certificate or document.


 


(b) All
references to the Collateral Agent contained in this Share Pledge Agreement
shall be construed as references to the Collateral Agent, in its capacity of
representative of the Lenders.


 


ARTICLE II 

PLEDGE; GRANT OF SECURITY INTEREST


 


Section 2.1
Pledge; Grant of Security Interest. (a) In order to secure the
timely and full payment and performance, when due (either in the original
maturity date, in case of acceleration or in any other date) of all Secured
Obligations in accordance with article 1,451 et seq. of the Brazilian Civil
Code and article 39 of Law No. 6,404, of December 15, 1976 (as
amended), the Shareholders herein pledge the Shares to the Collateral Agent for
the exclusive benefit of the Lenders. For purposes of the provisions of article
1,424 of the Brazilian Civil Code, the Secured Obligations are duly described
and characterized in Section 3.1 below.


 


(b) In
addition to the Shares, the Shareholders hereby agree to pledge to the
Collateral Agent for the exclusive benefit of the Lenders any and all shares
representing the capital stock of Aracruz which may be, from time to time,
subscribed or acquired, by virtue of conversions or exchanges, by the
Shareholders after the date hereof jointly with all options and rights of any
nature issued or granted by Aracruz to the Shareholders while this Share Pledge
Agreement is in force, provided that the pledged shares shall not, at any time,
exceed the equivalent to twenty eight integers and three hundredth percent
(28.03%) of the common shares (ações ordinárias)  issued by Aracruz (the “Additional
Shares” and, jointly with the Shares, the “Pledged Shares”, duly
described in Exhibit A hereof). In the event the Pledged Shares exceed the
percentage set forth in this Section 2.1(b), and only to the extent
provided for in the Credit Agreement, the Collateral Agent shall take all
actions required pursuant to applicable law or that may be reasonably requested
by the Shareholders or Aracruz to release the pledge created pursuant to this
Share Pledge Agreement over the shares that exceed such limit.


 


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ARTICLE III 

SECURED OBLIGATIONS


 


Section 3.1
Secured Obligations. For purposes of the provisions of article 1,424 of
the Brazilian Civil Code, the parties hereby confirm that the Secured
Obligations have the following general terms and conditions: (i) principal
amount of U.S.$ [·], equivalent
on the date hereof to R$ [·], using for
conversion purposes the PTAX 800 rate, option 5, disclosed on [date] by the
Central Bank of Brazil through the Sisbacen System; (ii) final maturity
date on December 31, 2017; (iii) interest accrued on the principal
amount mentioned herein to be calculated based on the LIBOR rate for
three-month deposits, added by a margin as follows: (a) from 01/01/2009 to
12/31/2009 - a margin of 3.50% p.a. (three integers and fifty hundredth per
annum), (b) from 01/01/2010 to 06/30/2010 - a margin of 4.00% p.a. (four
percent per annum), (c) from 07/01/2010 to 12/31/2010 - a margin of 4.25%
p.a. (four integers and twenty five hundredth per annum), (d) from
01/01/2011 to 06/30/2011 - a margin of 4.50% p.a. (four integers and fifty
hundredth per annum), (e) from 07/01/2011 to 12/31/2011 - a margin of
4.75% p.a. (four integers and seventy five hundredth per annum), (f) from
01/01/2012 to 06/30/2012 - a margin of 5.00% p.a. (five percent per annum), (g) from
07/01/2012 to 12/31/2012 - a margin of 5.25% p.a. (five integers and twenty
five hundredth per annum), (h) from 01/01/2013 to 06/30/2013 - a margin of
5.50% p.a. (five integers and fifty hundredth per annum), (i) from
07/01/2013 to 12/31/2013 - a margin of 5.75% p.a. (five integers and seventy
five hundredth per annum), and (j) from 01/01/2014 until final maturity,
on 12/31/2017 - a margin of 6.00% p.a. (six percent per annum); and (iv) the
collateral granted hereunder corresponds to the Pledged Shares. For purposes of
this Share Pledge Agreement, the term “LIBOR” means the London Interbank
Offered Rate.


 


ARTICLE IV
  REGISTRATON OF PLEDGE


 


Section 4.1
Registration of Pledge. (a) The Shareholders undertake to provide
to the Collateral Agent (i) no later than seven (7) calendar days as
from the execution hereof, evidence of filing for registration of this Share
Pledge Agreement, together with its sworn translation into Portuguese, (x) with
the custodian of the Pledged Shares and (y) with the competent Registry of
Titles and Deeds (Registro de Títulos e Documentos), and (ii) no later than five (5) Business
Days after the date on which such registration with the competent Registry of
Titles and Deeds is granted, evidence thereof.


 


(b) In
addition, (i) immediately upon issuance, receipt or acquisition of any
Additional Shares, with due regard to the limit provided for in Section 2.1(b) above,
and (ii) immediately upon the execution of any amendment in accordance
with Section 12.4 below (an “Amendment”), the Shareholders
undertake to comply with the same procedure described in Section 4.1(a) above.


 


G-17

















 


(c) All
costs and expenses incurred as a result of the registrations mentioned in this Section shall
be exclusively borne by the Shareholders.


 


ARTICLE V 

REPRESENTATIONS AND WARRANTIES


 


Section 5.1
Representations and Warranties. The Shareholders hereby represent and
warrant to the Collateral Agent that on the date hereof and during the term of
effectiveness of this Share Pledge Agreement, in relation to supervening facts
and circumstances:


 


(a) the
pledge over the Shares herein created constitutes and the pledge over any
Additional Shares shall constitute, upon the issuance, acquisition or receipt
of the Additional Shares by the Shareholders and the performance of the
registrations required, as provided for in Section 4.1(b) above, a
first priority, legitimate, valid and perfected security interest, enforceable
in accordance with its terms and conditions against the Shareholders, except as
enforceability thereof may be limited by (i) applicable bankruptcy,
insolvency, reorganization, recuperação
judicial, recuperação extrajudicial, liquidation, dissolution,
arrangement or winding up or composition or readjustment of debts, or other
laws affecting the enforcement of creditors’ rights generally, and (ii) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or equity);


 


(b) the
execution, performance and creation of the security interest created by means
of this Share Pledge Agreement (i) do not and will not constitute any
conflict, violation or default under any material contractual obligation of the
Shareholders and (ii) do not and will not result in the creation or imposition
of any lien over other assets of the Shareholders or over any profits or income
resulting therefrom, except for dividends, interest on equity or any other type
of remuneration resulting from the property of Pledged Shares, and except for
the lien created in this Share Pledge Agreement;


 


(c) the
Pledged Shares were validly issued and are totally paid in, free and clear from
any judicial or extrajudicial liens, constrictions or encumbrances, except for
the lien created pursuant to this Share Pledge Agreement and the provisions of
Aracruz shareholders’ agreement dated February 5, 2003 (the “Shareholders’
Agreement”);


 


(d) the
Pledged Shares represent twenty eight integers and three hundredth percent
(28.03%) of the common shares (ações ordinárias)  issued by Aracruz as of the date
hereof;


 


(e) the
Shareholders are the lawful owners and possessors of the Pledged Shares and all
rights inherent to the Pledged Shares, subject to the terms of the Shareholders
Agreement, and have the powers and authorities required to (i) execute
this Share Pledge Agreement; (ii) perform the obligations herein provided
for; and (iii) pledge the Pledged Shares;


 


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(f) the
by-laws of Aracruz do not restrict or limit the rights of the Shareholders to
transfer, encumber or pledge the Shares, except for the limitations resulting
from the Shareholders Agreement; and


 


(g) the
power of attorney granted by the Shareholders and delivered to the Collateral
Agent under Section 8.1(b) has been duly and validly granted and
confers to the Collateral Agent the powers expressed therein. The Shareholders
have not granted other similar power of attorney or executed any other security
agreement in relation to the Pledged Shares except for this Share Pledge
Agreement and the Shareholders’ Agreement.


 


ARTICLE VI

OBLIGATIONS


 


Section 6.1
Obligations. The Shareholders and Aracruz agree and undertake, before
the Collateral Agent and to the exclusive benefit of the Lenders, during the
term of effectiveness of this Share Pledge Agreement, to:


 


(a) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), promptly upon receipt, to forward
any payment to the Collateral Agent of all rights related to the Pledged Shares
(including dividends, interest on equity or payments resulting from redemption,
capital reductions or made on any other account);


 


(b) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), comply with any and all
instructions transmitted by the Collateral Agent in relation to this Share
Pledge Agreement;


 


(c) at
any time and from time to time, upon written request by the Collateral Agent
and at the exclusive expense of the Shareholders, perform any and all
reasonable actions, as well as execute and deliver to the Collateral Agent, no
later than ten (10) Business Days as from such request, all additional
instruments and documents reasonably required to perfect and preserve the
security interest granted pursuant to this Share Pledge Agreement;


 


G-19

















 


(d) perform
any and all actions, as well as execute and deliver to the Collateral Agent all
instruments and documents required to the creation of the pledge over
Additional Shares, at the exclusive expense of the Shareholders;


 


(e) notify
the Collateral Agent, no later than three (3) Business Days, of the
occurrence of any event that results in violation or inaccuracy of any of the
representations made in Section 5.1 above. The Shareholders and Aracruz further
agrees to take all actions required or that the Collateral Agent may require in
order to maintain the representations and warranties made by Aracruz Trading
under the Credit Agreement true and correct until all Secured Obligations are
paid in full, and the security interest is released pursuant to the terms of
the Credit Agreement;


 


(f) at
any time and from time to time, upon written request of the Collateral Agent
and at the exclusive expense of the Shareholders, provide to the Collateral
Agent, no later than ten (10) Business Days as from such request, all
information and evidencing documents related to the Pledged Shares that the
Collateral Agent may reasonably request;


 


(g) not
to create, incur or permit the creation of any liens or options in favor or
upon request of any person other than the Collateral Agent, acting on behalf of
the Lenders, regarding the Pledged Shares or any rights thereon, except for the
pledge created in this Share Pledge Agreement; nor to sell, assign, transfer,
exchange or otherwise dispose of the Pledged Shares, except upon prior and
written authorization of the Collateral Agent or as otherwise permitted under
the Credit Agreement;


 


(h) pay,
before the imposition of any fines, penalties, interest or expenses, all taxes,
contributions or other charges, levied on the Pledged Shares currently or in
the future, and pay or cause to be paid all claims that, if not paid, may
reasonably result in the creation of a lien;


 


(i) not
to execute or allow the execution of any agreement that may restrict or reduce
the rights or capacity of the Collateral Agent to sell or otherwise dispose of
the Pledged Shares or any portion thereof, except upon the prior and express
authorization of the Collateral Agent;


 


(j) defend
the security interest, the ownership and interests of Lenders in relation to
the Pledged Shares against any claims or demands by third parties;


 


(k) promptly
(and, in any event, within seven (7) Business Days) after the Shareholders’
and/or Aracruz knowledge thereof, give to the Collateral Agent notice of any
litigation, claim, investigation, arbitration, other proceeding or controversy
pending or, to its knowledge, threatened involving or relating to the Pledged
Shares; and


 


(l) in
case any of the Dividends Reinvestment Conditions is not fulfilled as provided
for in Section [8.20(b)] of the Credit Agreement, reinvest in Aracruz, no
later than ninety (90) days as from the date of respective payment, the
dividends, interest on


 


G-20

















 


equity
and any other remunerations paid by Aracruz as a result of the ownership of
Pledged Shares.


 


ARTICLE VII 

VOTING RIGHTS


 


Section 7.1
Voting Rights. Upon the occurrence and during the continuance (subject
to the applicable cure periods set forth in the Credit Agreement, if any) of
any Event of Default under Section 9.1(a) of the Credit Agreement, or
to the extent that an automatic acceleration event occurs under Section 9.1(e),
(f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon
request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with copy of the notice sent by the Administrative
Agent, as required pursuant to Section 9.1 of the Credit Agreement), the
Shareholders shall not exercise any of Shareholders’ voting and consenting
rights inherent to the Pledged Shares, without prior written consent of and
instructions by the Collateral Agent, acting on behalf of the Majority Lenders
(unless otherwise permitted under the Credit Agreement).


 


ARTICLE VIII 

FORECLOSURE AND COLLECTION


 


Section 8.1
Foreclosure and Collection. (a) Without prejudice of previous
provisions, upon the occurrence and during the continuance (subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the
extent that an automatic acceleration event occurs under the Section 9.1(e),
(f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon
request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with copy of the notice sent by the Administrative
Agent, as required pursuant to Section 9.1 of the Credit Agreement), the
Collateral Agent is hereby irrevocably and irretrievably, authorized and
qualified to, in name and to the exclusive benefit of the Lenders, sell the
Pledged Shares (in whole or in part), for the prices, terms and conditions it
may understand appropriate in accordance with applicable law and the provisions
of article 1,433, item IV, of the Brazilian Civil Code, and use or apply the
proceeds therefrom to pay the Secured Obligations, as provided for in the
Credit Agreement.


 


(b) In
accordance with the provisions of articles 684 and 1,433 of the Brazilian Civil
Code and as a means to perform the obligations herein agreed, the Shareholders
irrevocably and irretrievably appoint the Collateral Agent as their
attorney-in-fact and for this purpose they have executed and delivered to the
Collateral Agent on the date hereof a power of attorney substantially in the
form of Exhibit B hereof. The Shareholders undertake to deliver a power of
attorney with the same content to any successor of the Collateral Agent
appointed pursuant to the Credit Agreement and, as it may be reasonably


 


G-21
















 


required
pursuant to applicable law, whenever necessary to secure that the Collateral
Agent has the powers required to perform the actions and exercise the rights
herein provided for.


 


(c) No
action performed or omitted by the Collateral Agent in relation to the Pledged
Shares shall give rise to any right of defense, counterclaim or compensation in
favor of the Shareholders or any claim or proceeding against the Collateral
Agent, except in case of gross negligence or willful misconduct by the
Collateral Agent.


 


(d) The
Shareholders must indemnify and hold harmless the Collateral Agent, its
members, executive officers, employees and agents (each of whom an “Indemnified
Person”) against any losses, liabilities and expenses, including but not
limited to attorneys’ fees, expenses and out-of-pocket expenses related to or
resulting from (i) the execution of this Share Pledge Agreement, the
performance by the parties of their respective obligations and the consummation
of the transaction contemplated herein; and (ii) any lawsuit, controversy,
investigation or proceeding, current or future, related to any of the
provisions of this Share Pledge Agreement, either grounded in contractual
liability, tort or any other action, irrespective of the Indemnified Person
being or not a party to this Share Pledge Agreement. The provisions of this Section shall
not apply to cases in which such losses, liabilities and expenses result from
gross negligence or willful misconduct of the Indemnified Person, as determined
by a final judicial decision, issued by a competent court.


 


ARTICLE IX 

USE OF PROCEEDS


 


Section 9.1
Use of Proceeds. Any amounts received by the Collateral Agent, acting on
behalf of the Majority Lenders, as a result of the enforcement of this Share
Pledge Agreement shall be applied towards the payment of the Secured
Obligations, as provided for in the Credit Agreement, without prejudice of the
right of creditors to collect from Aracruz any potential outstanding balance.


 


ARTICLE X 

EXERCISE OF RIGHTS AND JUDICIAL REMEDIES


 


Section 10.1
Exercise of Rights and Judicial Remedies. (a) In exercising its
rights and remedies against Aracruz or any of the Shareholders under this Share
Pledge Agreement, the Collateral Agent may, but shall not be obliged to (except
if required by applicable legislation) exercise all rights and remedies granted
to it by law and this Share Pledge Agreement against any third parties or in
relation to any security interest or offsetting right regarding the Secured
Obligations. Any omission by the Collateral Agent (directly or by means of any
of its respective agents, successors or assigns) in exercising such rights or
remedies, in collecting any payments, foreclosing any guarantees, personal


 


G-22

















 


or
in rem, shall not release Aracruz and the Shareholders from any liabilities
resulting from the law of this Share Pledge Agreement and shall not impair,
reduce or otherwise affect the Collateral Agent’s rights and remedies, both
expressed or implied.


 


(b) The
filing, by the Collateral Agent, in name and to the exclusive benefit of the
Lenders, of any lawsuit or proceeding to judicially enforce the pledge herein
created shall not affect anyhow the right of the Collateral Agent to, in name
and to the exclusive benefit of the Lenders, file any other judicial proceeding
based on the Credit Agreement or any other related document, with the purpose
of judicially enforcing other guarantees that may have been given to Lenders
under those documents, and the parties agree that if Aracruz or Aracruz Trading
fail to perform any of its obligations under the Credit Agreement, the
Collateral Agent, in name and to the exclusive benefit of the Lenders shall be
entitled to take any measures, judicial or not, it may understand appropriate
to defend the rights of Lenders, it being entitled to file any appropriate
judicial or extrajudicial proceedings, either to foreclose guarantees, or
simply to execute Aracruz or Aracruz Trading, all irrespective of the amount of
the guarantees given to Lenders and the date they were given.


 


ARTICLE XI

TERMINATION AND RELEASE


 


Section 11.1
Termination and Release. This Share Pledge Agreement constitutes a
continuous security interest over the Pledged Shares and shall remain in full
force and effect until the Secured Obligations have been fully satisfied, when
it shall be terminated by operation of law and the security interest herein
created shall be released at the expenses of the Shareholders. The release of
the security interest herein created and evidenced shall only be valid if
executed by the Collateral Agent, who shall, upon request and at the expenses
of the Shareholders, execute and deliver all documents reasonably required to
evidence the termination of this Share Pledge Agreement and the consequent
definitive and unconditional release of the security interest.


 


ARTICLE XII 

MISCELLANEOUS


 


Section 12.1
Cumulative Rights. The rights, powers and remedies of the Collateral
Agent under this Share Pledge Agreements are cumulative and additional to the
rights, powers and remedies available to the Collateral Agent under the Credit
Agreement, the law or in equity and may be successively or concomitantly
exercised, without prejudice to any other right, power or remedy as a result of
the exercise of any other right, power or remedy.


 


Section 12.2
Other Security Interests. The pledge created under this Share Pledge
Agreement shall be in addition to and irrespective of any other guarantee or
security interest that the Collateral Agent or the Lenders (either jointly or
individually) are beneficiaries, from time to time, in relation to the Secured
Obligations.


 


G-23

















 


Section 12.3
Notices and Communications. Any notice or communication required or
permitted under this Share Pledge Agreement shall be made in writing and shall
be deemed served and made if sent by facsimile (with confirmation of receipt),
personal delivery or mail with evidence of receipt thereof (“AR”) to the
address indicated in writing by the party to which it shall be sent and shall
be deemed effective on the date of receipt thereof. Before accepting and
complying with the terms of any communication sent via facsimile, the party
receiving such communication is entitled (but not obliged) to contact the
sender, via telephone or otherwise, in order to confirm its authenticity.
Unless the parties have received a notice otherwise, such communications or
notices shall be sent to the following addresses:


 


If
to the Collateral Agent:


 


BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.


Av.
Pres. Juscelino Kubitschek 1455, 6o andar


04543-011


São
Paulo, SP


Brazil


Att:
Sra. Soraya Lysenko


Telephone:
(55 11) 3050-8370


Fax:
(55 11) 3050-8002


E-mail:
slysenko@bnymellon.com.br


 


If
to the Shareholders:


 


ARAPAR
S.A.


Avenida
Augusto Severo, 8, 7o andar


Rio
de Janeiro, RJ, Brasil


Att.:
[·]


Telephone:
(55 21) [·]


Fax:
(55 21) [·]


E-mail:
[·]


 


SÃO
TEÓFILO REPRESENTAÇÃO E PARTICIPAÇÕES S.A.


Avenida
Eusébio Matoso, 891, 22o andar


São
Paulo, SP, Brasil


Att.:
[·]


Telephone:
(55 11) [·]


Fax:
(55 11) [·]


E-mail:
[·]


 


If
to Aracruz:


 


ARACRUZ
CELULOSE S.A.


 


G-24

















 


Av.
Brigadeiro Faria Lima, 2277, 4o andar


CEP
01452-000


São
Paulo, SP.


Att.:
[·]


Telephone:
(55 11) 3301 4202


Fax:
(55 11) 3301 4111


E-mail:
mgrodetzky@aracruz.com.br; jlb@aracruz.com.br


 


Section 12.4
Waivers and Amendments. No amendment to any of the provisions of this
Share Pledge Agreement (including any waiver or consent) shall be valid unless
it is made in writing and executed by all the parties hereof.


 


Section 12.5
Transfer, Assignment under the Credit Agreement. In case any of the
Lenders transfers or assigns its credit right under the Credit Agreement, in
whole or in part, the assignee of such credit right shall execute and deliver
to the Collateral Agent a power of attorney substantially in the form of Exhibit C
hereof in order to reflect the necessary amendments to this Share Pledge
Agreement and grant the Collateral Agent with the necessary powers to act as
collateral agent and representative of such assignee under this Share Pledge Agreement.


 


Section 12.6
Severability. In case any provision of this Share Pledge Agreement is
deemed null, unlawful or unenforceable under the applicable laws, such
provision shall be deemed excluded from this Share Pledge Agreement and shall
not affect any of the other provisions herein. To replace any excluded
provision, the parties shall negotiate a similar provision reproducing their
original intent, as permitted by the applicable legislation.


 


Section 12.7
Entire Agreement; Successors and Assigns. This Share Pledge Agreement
contains all the understandings of the parties in relation to the
subject-matters herein, and shall be binding upon the parties and their
respective successors and permitted assigns, on any account.


 


Section 12.8
Governing Law; Jurisdiction. This Share Pledge Agreement shall be
governed and interpreted in accordance with the laws of the Federative Republic
of Brazil. The parties hereof irrevocably and irretrievably agree to submit to
the competent courts of the city of São Paulo, in the State of São Paulo,
Brazil, any demand or controversies resulting from this Share Pledge Agreement
with express waiver to any other court, no matter how privileged it may be.


 


Section 12.9
Enforcement. This Share Pledge Agreement constitutes an extrajudicial
execution instrument (título executivo
extrajudicial) in accordance with provisions of items II and III of
article 585 of the Brazilian Code of Civil Procedure.


 


G-25

















 


Section 12.10
Effectiveness. This Share Pledge Agreement shall become effective on the
date hereof and remain in full force and effect until all Secured Obligations
have been fully satisfied and the Lenders, shall then release the pledge, as
provided for in Section 11.1 above.


 


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G-26

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Share Pledge Agreement to
be duly executed as of the day and year first above written.


 


	
   

  	
   

  	
  ARAPAR
  S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  SÃO
  TEÓFILO REPRESENTAÇÃO E PARTICIPAÇÕES S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  BNY
  MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
  S.A., as the Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  ARACRUZ
  CELULOSE S.A., as consenting intervening party

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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EXHIBIT A


to the Aracruz Share Pledge Agreement


 


DESCRIPTION
OF PLEDGED SHARES


 


	
  Shareholder

  	
   

  	
  Common Shares

  	
   

  	
  % of Total Capital

  Stock of Aracruz

  
	
  [·]

  	
   

  	
  [·]

  	
   

  	
  [·]

  
	
  [·]

  	
   

  	
  [·]

  	
   

  	
  [·]

  



 
















 


EXHIBIT B


to the Aracruz Share Pledge Agreement


 


FORM OF POWER OF ATTORNEY


(as per Section 8.1(b))


 


By
this power of attorney, ARAPAR S.A., a company duly organized and validly
existing under the laws of Brazil, headquartered at Avenida Augusto Severo, 8,
7th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled
with the General Taxpayers’ Register (CNPJ) under No. 29.282.803/0001-68,
herein represented by its legal representatives in accordance with its by-laws
(“Arapar”), and SÃO TEÓFILO REPRESENTAÇÃO E PARTICIPAÇÕES S.A., a
company duly organized and validly existing under the laws of Brazil,
headquartered at Avenida Eusébio Matoso, 891, 22nd Floor, city of São Paulo,
State of São Paulo, Brazil, enrolled with the General Taxpayers’ Register
(CNPJ) under No. 03.214.652/0001-17, herein represented by its legal
representatives in accordance with its by-laws (“São Teófilo”, and
jointly with Arapar the “Grantors”), irrevocably and irretrievably
appoint and constitute BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS
E VALORES MOBILIÁRIOS S.A., a financial institution headquartered at Avenida
Presidente Wilson, 231, 11th Floor, city of Rio de Janeiro, State of Rio de
Janeiro, Brazil, enrolled with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading International Ltd., under the Export Prepayment Facility
Agreement and Secured Loan (the “Credit Agreement”), dated as of May 13,
2009, its lawful attorney-in-fact to, acting on their behalf, to the greatest
extent permitted by law and subject to the terms of the Credit Agreement,
perform all actions, of whatever nature, either required or convenient, in
relation to the Aracruz Share Pledge Agreement (the “Share Pledge Agreement”),
dated as of January 19, 2009, as amended and consolidated on [·], 2009, executed among Grantors, Aracruz Celulose
S.A. and the Collateral Agent, including but not limited to:


 


(a) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), sell the Pledged Shares (in whole
or in part), for the prices, terms and conditions it may understand
appropriate, in accordance with applicable laws and the provisions of article
1,433, items IV and V of the Brazilian Civil Code; use or apply the proceeds
therefrom to pay the Secured Obligations, as provided in the Credit Agreement,


 

















 


being
the Collateral Agent vested with all powers required to the full and correct
fulfillment of this power of attorney;


 


(b) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), perform all actions required to
receive all profits, income, cash, rights, dividends, distributions, interests
and all other amounts paid, received or otherwise thereafter distributed in
relation to the Pledged Shares, using such proceeds to pay the Secured Obligations
as provided for in the Credit Agreement;


 


(c) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), subject to applicable laws, buy
foreign currency and remit such currency abroad, to the extent required for the
payment of the Secured Obligations, it being authorized, for this purpose, to
perform all related actions, including but not limited to, execute foreign
exchange contracts and any other instruments or contracts, as well as to
represent Grantors before the Central Bank of Brazil and any banks or financial
institutions located in Brazil;


 


(d) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), subject to applicable law,
represent Grantors before third parties and any government agencies or
authorities of Federal, State and Local levels, including, but not limited to
Registries of Titles and Deeds, Protest Offices, banking institutions, the
Brazilian Internal Revenue Service and all respective sections, departments and
divisions thereof;


 


2

















 


(e) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), perform all actions and execute
any instruments compatible with the terms and conditions of the Share Pledge
Agreement, as the Collateral Agent may deem reasonably necessary for the
enforcement of the security interest granted pursuant to the Share Pledge
Agreement;


 


(f) irrespective
of the occurrence of an Event of Default, make any filing with Registry of
Titles and Documents or with the custodian, or any other act that may be
required pursuant to applicable law after the date hereof, for the perfection
of the security interest over the Pledged Shares, as provided for in the Share
Pledge Agreement; and


 


(g) substitute
the powers herein granted or revoke any substitution that may have been granted
of these same powers to exercise the rights provided for in the Share Pledge
Agreement.


 


Any
notice transmitted by the Collateral Agent communicating the occurrence,
continuance or termination of an Event of Default shall be conclusive in
relation to Grantors and any and all third parties in the absence of a clear
mistake.


 


Terms
initialized by capital letters used herein but not herein defined shall have
the meaning ascribed to them in Share Pledge Agreement.


 


This
power of attorney is irrevocably and irretrievably granted as a condition to
the Share Pledge Agreement as a means for the performance of the obligations
agreed therein, in accordance with the provisions of articles 684 and 685 of
the Brazilian Civil Code and shall be valid, effective and remain in force
until all Secured Obligations have been fully satisfied under the Share Pledge
Agreement in accordance with the terms and conditions thereof.


 


The
duly authorized representatives of Grantors have executed this power of
attorney as of [·], 2009.


 


	
   

  	
   

  	
   

  
	
   

  	
  ARAPAR S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SÃO TEÓFILO REPRESENTAÇÃO E 

  PARTICIPAÇÕES S.A.

  	
   

  



 


3

















 


EXHIBIT C


to the Aracruz Share Pledge Agreement


 


FORM OF POWER OF ATTORNEY


(as per Section 12.5)


 


By
this power of attorney, [ASSIGNEE],  a company duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·], herein represented by its legal representatives
in accordance with its by-laws (“Grantor”), hereby appoints and
constitutes BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES
MOBILIÁRIOS S.A., a financial institution headquartered at Avenida Presidente
Wilson, 231, 11th Floor, city of Rio de Janeiro, State of Rio de Janeiro,
Brazil, enrolled with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61
(together with any of its successor, the “Collateral Agent”), as Grantor’s
lawful attorney-in-fact, to the greatest extent permitted by law, to act as
Grantor’s collateral agent and representative under the Aracruz Share Pledge
Agreement dated as of January 19, 2009, as amended and consolidated on [·], 2009, (the “Share Pledge Agreement”)
executed among the Collateral Agent, Arapar S.A. a company duly organized and
validly existing under the laws of Brazil, headquartered at Avenida Augusto
Severo, 8, 7th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil,
enrolled with the General Taxpayers’ Register (CNPJ) under No. 29.282.803/0001-68,
São Teófilo Representação e Participações S.A., a company duly organized and
validly existing under the laws of Brazil, headquartered at Avenida Eusébio Matoso,
891, 22nd Floor, city of São Paulo, State of São Paulo, Brazil, enrolled with
the General Taxpayers’ Register (CNPJ) under No. 03.214.652/0001-17, and,
as consenting intervening party, Aracruz Celulose S.A., a company duly
organized and validly existing under the laws of Brazil, headquartered at
Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz, State of
Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 42.157.511/0001-61, in connection with a certain Export
Prepayment Facility Agreement and Secured Loan (the “Credit Agreement”),
dated as of May 13, 2009, and to take any and all applicable measures and
actions, of whatever nature, either required or convenient, in relation to, and
subject to the terms and conditions of, the Share Pledge Agreement, including,
but not limited to, amend the Share Pledge Agreement in connection with the
[transfer/assignment] of credit under the Credit Agreement as per the [name of instrument],  dated as of [·], by means of which [name of bank]
assigned to Grantor [amount] of
its credit right thereunder, and to execute any and all necessary documents
accordingly.


 


This
power of attorney shall be valid, effective and remain in full force until all
Secured Obligations have been fully satisfied under the Share Pledge Agreement
in accordance with the terms and conditions thereof.


 


Terms
initialized by capital letters used herein but not herein defined shall have
the meaning ascribed to them in the Share Pledge Agreement.


 

















 


The
Collateral Agent may delegate (substabelecer),
in whole or in part, the powers hereunder conferred upon it.


 


The
duly authorized representatives of Grantor have executed this power of attorney
as of [·], 2009.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [ASSIGNEE].

  	
   

  



 


2

















 


EXHIBIT H

to Export Prepayment Facility Agreement and Secured Loan


 


FIRST AMENDMENT TO AND CONSOLIDATION OF THE ALÍCIA SHARE PLEDGE
AGREEMENT


 


FIRST
AMENDMENT TO AND CONSOLIDATION OF THE ALÍCIA SHARE PLEDGE AGREEMENT, dated as
of [·], 2009 (as it may be
amended from time to time, this “First Amendment”), among:


 


(a) ARACRUZ
CELULOSE S.A., a company duly organized and validly existing under the laws of
Brazil, headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of
Aracruz, State of Espírito Santo, Brazil, enrolled with the General Taxpayers’
Register (CNPJ) under No. 42.157.511/0001-61, herein represented by its
legal representatives in accordance with its by-laws (“Aracruz”);


 


(b) ARA
PULP - COMÉRCIO DE IMPORTAÇÃO E EXPORTAÇÃO, UNIPESSOAL LTDA., a company duly
organized and validly existing under the laws of Portugal, headquartered at
Avenida Arriaga, 77, Edifício Marina Fórum, 6th Floor, Freguesia da Sé,
Concelho de Funchal, Portugal, enrolled with the Commercial Registry of Zona
Franca da Madeira under No. 9.169, herein represented by its legal
representatives in accordance with its by-laws (“Ara Pulp”, and jointly
with Aracruz the “Shareholders”);


 


(c) BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
S.A., a financial institution headquartered at Avenida Presidente Wilson, 231,
11th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled
with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
herein represented by its legal representatives in accordance with its by-laws,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading International Ltd., a company duly organized and validly
existing under the laws of Hungary, headquartered at 2161 Csomád, Akácos út
10-11, Hungary, enrolled with the Court of Registration under No. 13-19-107520
(“Aracruz Trading”), under the Export Prepayment Facility Agreement and
Secured Loan (the “Credit Agreement”), dated as of May 13, 2009,
executed among Aracruz Trading, Aracruz, Alícia, Aracruz Celulose (USA), Inc.
and the following Lenders: Banco Itaú BBA S.A., Nassau Branch, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú BBA”),
Banco Santander, S.A., a financial institution duly organized and validly
existing under the laws of Spain, headquartered at [·], in [·] (“Santander”),
Banco Santander, S.A., Grand Cayman Branch, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander Cayman”),
Barclays Bank plc, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution duly organized and validly existing under the laws of [·],


 

















 


headquartered
at [·], in [·] (“BNP”), Calyon, a financial institution
duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“Calyon”),
Citibank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Citibank”), Deutsche Bank AG - London
Branch, a financial institution duly organized and validly existing under the
laws of Germany, headquartered at [·], in [·], acting through its London Branch, located at [·] (“DB”), Goldman Sachs Bank (Europe) Plc, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“GS”),
HSBC Bank Brasil S.A. - Banco Múltiplo, Grand Cayman Branch, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“HSBC”), JP Morgan Chase Bank, N.A., a financial institution
duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“JP
Morgan”), Merrill Lynch Credit Products, LLC, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria
S.A., a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·] (“Lehman”).


 


and,
as consenting intervening party,


 


(d) ALÍCIA
PAPÉIS S.A., a company duly organized and validly existing under the laws of
Brazil, headquartered at Avenida Castelo Branco, 333, city of Guaíba, State of
Rio Grande do Sul, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 06.970.247/0001-17, herein represented by its legal
representatives in accordance with its by-laws (“Alícia”).


 


RECITALS


 


WHEREAS,
the Shareholders, Alícia and the Collateral Agent executed on January 19,
2009, a certain share pledge agreement (Contrato de Penhor de Ações)  registered with the 6th Registry
of Titles and Deeds of São Paulo, under No. 1585073 (as it may be amended
from time to time, the “Share Pledge Agreement”), by means of which the
Shareholders pledged five thousand (5,000) common shares issued by Alícia (the “Shares”)
to the Collateral Agent, for the exclusive benefit of the Lenders;


 


WHEREAS,
the Shareholders have agreed to create the security hereunder in order to
secure the prompt and punctual payment of all of Aracruz Trading’s obligations
under the Credit Agreement (such obligations being hereinafter referred to as “Secured
Obligations” are more fully detailed below); and


 


H-2

















 


WHEREAS,
in consideration of the provisions contained in the Credit Agreement, the Share
Pledge Agreement needs to be amended, pursuant to the terms set out in this
First Amendment.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.
The parties mutually agree to include a new Section to the Share Pledge
Agreement which shall read as follows:


 


“ARTICLE I

DEFINITIONS


 


Section 1.1 Certain Defined Terms. (a) The terms used herein and initialized by capital
letters, except if otherwise provided for in this Share Pledge Agreement, shall
have the same meaning ascribed to them in the Credit Agreement. All the terms
defined in this Share Pledge Agreement shall have the same meaning whenever
used in any other certificate or document delivered or prepared in relation to
this Share Pledge Agreement, except if otherwise provided for in such
certificate or document.


 


(b) All references to the Collateral Agent contained in
this Share Pledge Agreement shall be construed as references to the Collateral
Agent, in its capacity of representative of the Lenders.”


 


2.
The parties mutually agree to amend and renumber Section 1 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE II

PLEDGE; GRANT OF SECURITY INTEREST


 


Section 2.1 Pledge; Grant of Security
Interest. (a) In
order to secure the timely and full payment and performance, when due (either in the original maturity date, in case of
acceleration or in any other date)
of all Secured Obligations in accordance with article 1,451 et seq. of the
Brazilian Civil Code and article 39 of Law No. 6,404, of December 15,
1976 (as amended), the Shareholders herein pledge the Shares to the
Collateral Agent for the exclusive benefit of the Lenders. For purposes of the
provisions of article 1,424 of the Brazilian Civil Code, the Secured
Obligations are duly described and characterized in Section 3.1 below.


 


(b) In addition to the Shares, the Shareholders hereby
agree to pledge to the Collateral Agent for the exclusive benefit of the
Lenders any and all shares representing the capital stock of Alícia which may
be, from time to time, subscribed or acquired, by virtue of conversions or
exchanges, by the Shareholders after the date hereof jointly with all options
and rights of any nature issued or granted by Alícia to the Shareholders while
this Share Pledge Agreement is in force, so that the pledged shares shall equal
100% of the capital stock of Alícia (the “Additional Shares” and, jointly with the Shares, the “Pledged
Shares”, duly described in Exhibit A hereof).”


 


H-3

















 


3.
The parties mutually agree to amend and renumber Section 2 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE III

SECURED OBLIGATIONS


 


Section 3.1 Secured Obligations. For
purposes of the provisions of article 1,424 of the Brazilian Civil Code, the
parties hereby confirm that the Secured Obligations have the following general
terms and conditions: (i) principal
amount of U.S.$ [·], equivalent on the date hereof to R$ [·], using for conversion purposes the PTAX 800 rate,
option 5, disclosed on [date] by the Central Bank of Brazil through the Sisbacen
System; (ii) final maturity date on December 31, 2017; (iii) interest
accrued on the principal amount mentioned herein to be calculated based on the
LIBOR rate for three-month deposits, added by a margin as follows: (a) from
01/01/2009 to 12/31/2009 - a margin of 3.50% p.a. (three integers and fifty hundredth per annum), (b) from 01/01/2010 to 06/30/2010 - a margin of 4.00%
p.a. (four percent per annum), (c) from 07/01/2010 to 12/31/2010 - a margin of 4.25%
p.a. (four integers and twenty
five hundredth per annum), (d) from
01/01/2011 to 06/30/2011 - a margin of 4.50% p.a. (four integers and fifty hundredth per annum), (e) from 07/01/2011 to 12/31/2011 - a margin of 4.75%
p.a. (four integers and seventy
five hundredth per annum), (f) from
01/01/2012 to 06/30/2012 - a margin of 5.00% p.a. (five percent per annum), (g) from 07/01/2012 to 12/31/2012 - a margin of 5.25%
p.a. (five integers and twenty
five hundredth per annum), (h) from
01/01/2013 to 06/30/2013 - a margin of 5.50% p.a. (five integers and fifty hundredth per annum), (i) from 07/01/2013 to 12/31/2013 - a margin of 5.75%
p.a. (five integers and seventy
five hundredth per annum), and (j) from
01/01/2014 until final maturity, on 12/31/2017 - a margin of 6.00% p.a. (six percent per annum); and (iv) the collateral granted hereunder corresponds to the
Pledged Shares. For purposes of this Share Pledge Agreement, the term “LIBOR”
means the London Interbank Offered Rate.”


 


4.
The parties mutually agree to amend and renumber Section 3 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE IV

REGISTRATION OF PLEDGE


 


Section 4.1 Registration of Pledge. (a) The Shareholders undertake to provide to the Collateral
Agent (i) no later than three (3) calendar
days as from the execution hereof, evidence of registration of this Share
Pledge Agreement, together with its sworn translation into Portuguese, in the
share registration book of Alícia, (ii) no later than seven (7) calendar
days as from the execution hereof, evidence of filing for registration of this
Share Pledge Agreement, together with its sworn translation into Portuguese,
with the competent Registry of Titles and Deeds (Registro de
Títulos e Documentos) and (iii) no later than five (5) Business
Days after the date on which such registration with the competent Registry of
Titles and Deeds is granted, evidence thereof.


 


(b) In addition, (i) immediately upon
issuance, receipt or acquisition of any Additional Shares, so as to represent
100% of the capital stock of Alícia as provided for in


 


H-4

















 


Section 2.1(b) above,
and (ii) immediately upon the execution of any amendment in
accordance with Section 12.4 below (an “Amendment”),
the Shareholders undertake to comply with the same procedure described in Section 4.1(a) above.


 


(c) All costs and expenses incurred as a result of the
registrations mentioned in this Section shall be exclusively borne by the
Shareholders.”


 


5.
The parties mutually agree to amend and renumber Section 4 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


Section 5.1 Representations and Warranties.
The Shareholders hereby represent and warrant to the Collateral Agent that on
the date hereof and during the term of effectiveness of this Share Pledge
Agreement, in relation to supervening facts and circumstances:


 


(a) the pledge over the Shares herein created constitutes
and the pledge over any Additional Shares shall constitute, upon the issuance,
acquisition or receipt of the Additional Shares by the Shareholders and the
performance of the registrations required, as provided for in Section 4.1(b) above,
a first priority, legitimate, valid and perfected security interest,
enforceable in accordance with its terms and conditions against the
Shareholders, except as enforceability thereof may be limited by (i) applicable
bankruptcy, insolvency, reorganization, recuperação judicial,
recuperação extrajudicial, liquidation,
dissolution, arrangement or winding up or composition or readjustment of debts,
or other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or equity);


 


(b) the execution, performance and creation of the
security interest created by means of this Share Pledge Agreement (i) do
not and will not constitute any conflict, violation or default under any
material contractual obligation of the Shareholders and (ii) do
not and will not result in the creation or imposition of any lien over other
assets of the Shareholders or over any profits or income resulting therefrom,
except for dividends, interest on equity or any other type of remuneration
resulting from the property of Pledged Shares, and except for the lien created
in this Share Pledge Agreement;


 


(c) the Pledged Shares were validly issued and are
totally paid in, free and clear from any judicial or extrajudicial liens,
constrictions or encumbrances, except for the lien created pursuant to this
Share Pledge Agreement;


 


(d) the Shareholders are the lawful owners and possessors
of the Pledged Shares and all rights inherent to the Pledged Shares and have
the powers and authorities required to (i) execute this
Share Pledge Agreement; (ii) perform the obligations herein provided for; and (iii) pledge
the Pledged Shares;


 


H-5
















 


(e) the by-laws of Alícia do not restrict or limit the
rights of the Shareholders to transfer, encumber or pledge the Shares; and


 


(f) the power of attorney granted by the Shareholders and
delivered to the Collateral Agent under Section 8.1(b) has
been duly and validly granted and confers to the Collateral Agent the powers
expressed therein. The Shareholders have not granted other similar power of
attorney or executed any other security or agreement in relation to the Pledged
Shares except for this Share Pledge Agreement.”


 


6.
The parties mutually agree to amend and renumber Section 5 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE VI

OBLIGATIONS


 


Section 6.1 Obligations. The Shareholders
and Alícia agree and undertake, before the Collateral Agent and to the
exclusive benefit of the Lenders, during the term of effectiveness of this
Share Pledge Agreement, to:


 


(a) upon the occurrence and during the continuance (subject to the applicable cure periods set forth in
the Credit Agreement, if any) of
an Event of Default under Section 9.1(a) of
the Credit Agreement, or to the extent that an automatic acceleration event
occurs under Section 9.1(e), (f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with
copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement),
promptly upon receipt, to forward any payment to the Collateral Agent of all
rights related to the Pledged Shares (including dividends, interest on equity or payments resulting from
redemption, capital reductions or made on any other account);


 


(b) upon the occurrence and during the continuance (subject to the applicable cure periods set forth in
the Credit Agreement, if any) of
an Event of Default under Section 9.1(a) of
the Credit Agreement, or to the extent that an automatic acceleration event
occurs under Section 9.1(e), (f) or (g) of the Credit Agreement upon the occurrence of any
other Event of Default to the extent that or the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with
copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), comply
with any and all instructions transmitted by the Collateral Agent in relation
to this Share Pledge Agreement;


 


(c) at any time and from time to time, upon written
request by the Collateral Agent and at the exclusive expense of the
Shareholders, perform any and all reasonable actions, as well as execute and
deliver to the Collateral Agent, no later than ten (10) Business
Days as from such request, all additional instruments and documents reasonably
required to perfect and preserve the security interest granted pursuant to this
Share Pledge Agreement;


 


H-6

















 


(d) perform any and all actions, as well as execute and
deliver to the Collateral Agent all instruments and documents required to the
creation of the pledge over Additional Shares, at the exclusive expense of the
Shareholders;


 


(e) notify the Collateral Agent, no later than three (3) Business
Days, of the occurrence of any event that results in violation or inaccuracy of
any of the representations made in Section 5.1 above. The Shareholders and
Alícia further agree to take all actions required or that the Collateral Agent
may require in order to maintain the representations and warranties made by
Aracruz Trading under the Credit Agreement true and correct until all Secured
Obligations are paid in full, and the security interest is released pursuant to
the terms of the Credit Agreement;


 


(f) at any time and from time to time, upon written
request of the Collateral Agent and at the exclusive expense of the
Shareholders, provide to the Collateral Agent, no later than ten (10) Business
Days as from such request, all information and evidencing documents related to
the Pledged Shares that the Collateral Agent may reasonably request;


 


(g) not to create, incur or permit the creation of any
liens or options in favor or upon request of any person other than the
Collateral Agent, acting on behalf of the Lenders, regarding the Pledged Shares
or any rights thereon, except for the pledge created in this Share Pledge
Agreement; nor to sell, assign, transfer, exchange or otherwise dispose of the
Pledged Shares, except upon prior and written authorization of the Collateral
Agent or as otherwise permitted under the Credit Agreement;


 


(h) pay, before the imposition of any fines, penalties,
interest or expenses, all taxes, contributions or other charges, levied on the
Pledged Shares currently or in the future, and pay or cause to be paid all
claims that, if not paid, may reasonably result in the creation of a lien;


 


(i) not to execute or allow the execution of any
agreement that may restrict or reduce the rights or capacity of the Collateral
Agent to sell or otherwise dispose of the Pledged Shares or any portion
thereof, except upon the prior and express authorization of the Collateral
Agent;


 


(j) defend the security interest, the ownership and
interests of Lenders in relation to the Pledged Shares against any claims or
demands by third parties; and


 


(k) promptly (and,
in any event, within seven (7) Business Days) after Alícia’s knowledge thereof, give to the Collateral Agent notice
of any litigation, claim, investigation, arbitration, other proceeding or
controversy pending or, to its knowledge, threatened involving or relating to
the Pledged Shares.”


 


7.
The parties mutually agree to amend and renumber Section 6 of the Share
Pledge Agreement, which shall read as follows:


 


H-7

















 


“ARTICLE VII

VOTING RIGHTS


 


Section 7.1 Voting Rights. Upon the
occurrence and during the continuance (subject to the applicable cure periods set forth in
the Credit Agreement, if any) of
any Event of Default under Section 9.1(a) of
the Credit Agreement, or to the extent that an automatic acceleration event
occurs under Section 9.1(e), (f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with
copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), the
Shareholders shall not exercise any of Shareholders’ voting and consenting
rights inherent to the Pledged Shares, without prior written consent of and
instructions by the Collateral Agent, acting on behalf of the Majority Lenders (unless otherwise permitted under the Credit Agreement).”


 


8.
The parties mutually agree to amend and renumber Section 7 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE VIII

FORECLOSURE AND COLLECTION


 


Section 8.1 Foreclosure and Collection. (a) Without prejudice of previous provisions, upon the
occurrence and during the continuance (subject to the applicable cure periods set forth in the Credit
Agreement, if any) of an Event of
Default under Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under the Section 9.1(e), (f) or
(g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with
copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), the
Collateral Agent is hereby irrevocably and irretrievably, authorized and
qualified to, in name and to the exclusive benefit of the Lenders, sell the
Pledged Shares (in whole or in
part), for the prices, terms and
conditions it may understand appropriate in accordance with applicable law and
the provisions of article 1,433, item IV, of the Brazilian Civil Code, and use
or apply the proceeds therefrom to pay the Secured Obligations, as provided for
in the Credit Agreement.


 


(b) In accordance with the provisions of articles 684 and
1,433 of the Brazilian Civil Code and as a means to perform the obligations
herein agreed, the Shareholders irrevocably and irretrievably appoint the
Collateral Agent as their attorney-in-fact and for this purpose they have
executed and delivered to the Collateral Agent on the date hereof a power of
attorney substantially in the form of Exhibit B hereof. The Shareholders
undertake to deliver a power of attorney with the same content to any successor
of the Collateral Agent appointed pursuant to the Credit Agreement and, as it
may be reasonably required pursuant to applicable law, whenever necessary to
secure that the Collateral Agent has the powers required to perform the actions
and exercise the rights herein provided for.


 


H-8

















 


(c) No action performed or omitted by the Collateral
Agent in relation to the Pledged Shares shall give rise to any right of
defense, counterclaim or compensation in favor of the Shareholders or any claim
or proceeding against the Collateral Agent, except in case of gross negligence
or willful misconduct by the Collateral Agent.


 


(d) The Shareholders must indemnify and hold harmless the
Collateral Agent, its members, executive officers, employees and agents (each of whom an “Indemnified Person”) against any losses, liabilities and expenses,
including but not limited to attorneys’ fees, expenses and out-of-pocket
expenses related to or resulting from (i) the execution of
this Share Pledge Agreement, the performance by the parties of their respective
obligations and the consummation of the transaction contemplated herein; and (ii) any
lawsuit, controversy, investigation or proceeding, current or future, related
to any of the provisions of this Share Pledge Agreement, either grounded in
contractual liability, tort or any other action, irrespective of the
Indemnified Person being or not a party to this Share Pledge Agreement. The
provisions of this Section shall not apply to cases in which such losses,
liabilities and expenses result from gross negligence or willful misconduct of
the Indemnified Person, as determined by a final judicial decision, issued by a
competent court.”


 


9.
The parties mutually agree to amend and renumber Section 8 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE IX

USE OF PROCEEDS


 


Section 9.1 Use of Proceeds. Any amounts
received by the Collateral Agent, acting on behalf of the Majority Lenders, as
a result of the enforcement of this Share Pledge Agreement shall be applied
towards the payment of the Secured Obligations, as provided for in the Credit
Agreement, without prejudice of the right of creditors to collect from Alícia
any potential outstanding balance.”


 


10.
The parties mutually agree to amend and renumber Section 9 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE X

EXERCISE OF RIGHTS AND JUDICIAL REMEDIES


 


Section 10.1 Exercise of Rights and Judicial
Remedies. (a) In
exercising its rights and remedies against Alícia or any of the Shareholders
under this Share Pledge Agreement, the Collateral Agent may, but shall not be
obliged to (except if required by
applicable legislation) exercise
all rights and remedies granted to it by law and this Share Pledge Agreement
against any third parties or in relation to any security interest or offsetting
right regarding the Secured Obligations. Any omission by the Collateral Agent (directly or by means of any of its respective agents,
successors or assigns) in
exercising such rights or remedies, in collecting any payments, foreclosing any
guarantees, personal or in rem, shall not release Alícia and the Shareholders
from any liabilities resulting from the law of this Share Pledge Agreement and
shall not impair, reduce or otherwise affect the Collateral Agent’s rights and
remedies, both expressed or implied.


 


H-9

















 


(b) The filing, by the Collateral Agent, in name and to
the exclusive benefit of the Lenders, of any lawsuit or proceeding to
judicially enforce the pledge herein created shall not affect anyhow the right
of the Collateral Agent to, in name and to the exclusive benefit of the
Lenders, file any other judicial proceeding based on the Credit Agreement or
any other related document, with the purpose of judicially enforcing other
guarantees that may have been given to Lenders under those documents, and the
parties agree that if Aracruz or Aracruz Trading fail to perform any of its
obligations under the Credit Agreement, the Collateral Agent, in name and to
the exclusive benefit of the Lenders shall be entitled to take any measures, judicial
or not, it may understand appropriate to defend the rights of Lenders, it being
entitled to file any appropriate judicial or extrajudicial proceedings, either
to foreclose guarantees, or simply to execute Aracruz or Aracruz Trading, all
irrespective of the amount of the guarantees given to Lenders and the date they
were given.”


 


11.
The parties mutually agree to amend and renumber Section 10 of the Share
Pledge Agreement, which shall read as follows:


 


“ARTICLE XI

TERMINATION AND RELEASE


 


Section 11.1 Termination and Release.
This Share Pledge Agreement constitutes a continuous security interest over the
Pledged Shares and shall remain in full force and effect until the Secured
Obligations have been fully satisfied, when it shall be terminated by operation
of law and the security interest herein created shall be released at the
expenses of the Shareholders. The release of the security interest herein
created and evidenced shall only be valid if executed by the Collateral Agent,
who shall, upon request and at the expenses of the Shareholders, execute and
deliver all documents reasonably required to evidence the termination of this
Share Pledge Agreement and the consequent definitive and unconditional release
of the security interest.”


 


12.
The parties mutually agree to amend and renumber Sections 11 to 17 from the
Share Pledge Agreement and to include a new Section 11 which shall read as
follows:


 


“ARTICLE XII

MISCELLANEOUS


 


Section 12.1 Cumulative Rights. The
rights, powers and remedies of the Collateral Agent under this Share Pledge
Agreements are cumulative and additional to the rights, powers and remedies
available to the Collateral Agent under the Credit Agreement, the law or in
equity and may be successively or concomitantly exercised, without prejudice to
any other right, power or remedy as a result of the exercise of any other
right, power or remedy.


 


Section 12.2 Other Security Interests.
The pledge created under this Share Pledge Agreement shall be in addition to
and irrespective of any other guarantee or security interest that the
Collateral Agent or the Lenders (either jointly or individually) are beneficiaries, from time to time, in relation to
the Secured Obligations.


 


H-10

















 


Section 12.3 Notices and Communications.
Any notice or communication required or permitted under this Share Pledge
Agreement shall be made in writing and shall be deemed served and made if sent
by facsimile (with confirmation of receipt), personal delivery or mail with evidence of receipt
thereof (“AR”) to the address indicated in writing by the party to
which it shall be sent and shall be deemed effective on the date of receipt
thereof. Before accepting and complying with the terms of any communication
sent via facsimile, the party receiving such communication is entitled (but not obliged) to contact the sender, via telephone or otherwise, in order to confirm
its authenticity. Unless the parties have received a notice otherwise, such
communications or notices shall be sent to the following addresses:


 


If to the Collateral Agent:


 


BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E
VALORES MOBILIÁRIOS S.A.


Av. Pres. Juscelino Kubitschek 1455, 6o andar


04543-011


São Paulo, SP


Brazil


Att: Sra. Soraya Lysenko


Telephone: (55 11)
3050-8370


Fax: (55 11)
3050-8002


E-mail: slysenko@bnymellon.com.br


 


If to Shareholders:


 


ARACRUZ CELULOSE S.A.


Av. Brigadeiro Faria Lima, 2277, 4o andar


CEP 01452-000


São Paulo, SP.


Att.: [·]


Telephone: (55 11)
3301 4202


Fax: (55 11)
3301 4111


E-mail: mgrodetzky@aracruz.com.br; jlb@aracruz.com.br


 


With copy to:


 


ARA PULP - COMÉRCIO DE IMPORTAÇÃO E EXPORTAÇÃO, UNIPESSOAL
LTDA.


Avenida Arriaga, 77, Edifício Marina Fórum, 6o andar


Concelho de Funchal, Portugal


Att.: [·]


Telephone: [·]


Fax: [·]


E-mail: [·]


 


H-11

















 


If to Alícia:


 


ALÍCIA PAPÉIS S.A.


Avenida Castelo Branco, 333


Guaíba, RS, Brasil


Att.: [·]


Telephone: (55 [·])  [·]


Fax: (55 [·])[·]


E-mail: [·]


 


Section 12.4 Waivers and Amendments. No
amendment to any of the provisions of this Share Pledge Agreement (including any waiver or consent) shall be valid unless it is made in writing and
executed by all the parties hereof.


 


Section 12.5 Transfer, Assignment under the
Credit Agreement. In case any of the Lenders transfers or assigns its
credit right under the Credit Agreement, in whole or in part, the assignee of
such credit right shall execute and deliver to the Collateral Agent a power of
attorney substantially in the form of Exhibit C hereof in order to reflect
the necessary amendments to this Share Pledge Agreement and grant the
Collateral Agent with the necessary powers to act as collateral agent and
representative of such assignee under this Share Pledge Agreement.


 


Section 12.6 Severability. In case any
provision of this Share Pledge Agreement is deemed null, unlawful or
unenforceable under the applicable laws, such provision shall be deemed
excluded from this Share Pledge Agreement and shall not affect any of the other
provisions herein. To replace any excluded provision, the parties shall
negotiate a similar provision reproducing their original intent, as permitted
by the applicable legislation.


 


Section 12.7 Entire Agreement; Successors and
Assigns. This Share Pledge Agreement contains all the understandings of the
parties in relation to the subject-matters herein, and shall be binding upon
the parties and their respective successors and permitted assigns, on any
account.


 


Section 12.8 Governing Law; Jurisdiction.
This Share Pledge Agreement shall be governed and interpreted in accordance
with the laws of the Federative Republic of Brazil. The parties hereof
irrevocably and irretrievably agree to submit to the competent courts of the
city of São Paulo, in the State of São Paulo, Brazil, any demand or
controversies resulting from this Share Pledge Agreement with express waiver to
any other court, no matter how privileged it may be.


 


Section 12.9 Representative. In
accordance with the provisions of articles 653 and 684 of the Brazilian Civil
Code, and as a means to perform the acts mentioned below, Ara Pulp hereby
irrevocably appoints and constitutes Aracruz as its true and lawful
attorney-in-fact in order to act in its name, place and stead, in connection
with the following acts: (i) to
accept, in compliance with article 215 of Brazilian Code of Civil Procedure, on
its behalf, service of copies of the summons and complaint and any other
process that may be served in any such suit, action or proceeding brought in
Brazil, (ii) to represent Ara Pulp


 


H-12

















 


in Brazil before third parties in general, including, but
not limited to, any governmental authority, and (iii) to
represent Ara Pulp or to take any action with respect to matters involving
collection suits in Brazil in general, and agrees that the failure of Aracruz
to give any notice of any such service of process to it shall not impair or
affect the validity of such service or, to the extent permitted by applicable
law, the enforcement of any judgment based thereon. Such appointment shall be
irrevocable until all Secured Obligations have been fully satisfied (according to Section 12.11 below), except that if for any reason Aracruz appointed
hereby ceases to be able to act as such, then Ara Pulp shall, by an instrument
reasonably satisfactory to the Collateral Agent, appoint another individual or
legal person, in São Paulo, Brazil, subject to the approval (which approval shall not be unreasonably withheld) of the Collateral Agent, acting on behalf of the
Lenders. Ara Pulp covenants and agrees that it shall take any and all
reasonable action, including the execution and filing of any and all documents,
that may be necessary to continue the designation of an attorney-in-fact
pursuant to this Section in full force and effect and to cause such
attorney-in-fact to act as such.


 


Section 12.10 Enforcement. This Share
Pledge Agreement constitutes an extrajudicial execution instrument (título
executivo extrajudicial) in accordance with
provisions of items II and III of article 585 of the Brazilian Code of Civil
Procedure.


 


Section 12.11 Effectiveness. This Share
Pledge Agreement shall become effective on the date hereof and remain in full
force and effect until all Secured Obligations have been fully satisfied and
the Lenders, shall then release the pledge, as provided for in Section 11.1
above.”


 


13.
The parties mutually agree to replace Exhibit I with Exhibit A, which
shall now contain a description of the Pledged Shares.


 


14.
The parties mutually agree to replace Exhibit II with Exhibit B,
which shall now contain a form of power of attorney to be granted by the
Shareholders to the Collateral Agent, as required under Section 8.1(b) of
the Share Pledge Agreement.


 


15.
The parties mutually agree to replace Exhibit III with Exhibit C
which shall now contain a form of power of attorney, as per Section 12.5
of the Share Pledge Agreement.


 


16.
The parties mutually agree to exclude Exhibits IV and V.


 


17.
The appointment of the Collateral Agent is hereby ratified and confirmed by the
Lenders, in accordance with the provisions of Section [10.10] of the
Credit Agreement. All actions performed by the Collateral Agent related to the
perfection of the Share Pledge Agreement and the creation of security interest
in the form of pledge are also expressly ratified herein by Lenders, as
provided for in the sole paragraph of article 662 of the Brazilian Civil Code.
The parties also confirm that any and all costs and expenses incurred by the
Collateral Agent shall be solely and exclusively borne by the Shareholders.


 


18.
The Shareholders agree to provide to the Collateral Agent (i) no later
than three (3) calendar days as from the execution hereof, evidence of
registration of this Share Pledge Agreement, together with its sworn
translation into Portuguese, in the share registration


 


H-13

















 


book
of Alícia, (ii) no later than seven (7) calendar days as from the
execution hereof, evidence of filing for registration of this Share Pledge
Agreement, together with its sworn translation into Portuguese, with the
competent Registry of Titles and Deeds (Registro
de Títulos e Documentos) and (iii) no later than five (5) Business
Days after the date on which such registration with the competent Registry of
Titles and Deeds is granted, evidence thereof.


 


19.
In view of the amendments above, the parties agree to consolidate the Share
Pledge Agreement which shall now become effective as follows. This First Amendment
shall supersede all other prior agreements among the parties and become the
only agreement among them.


 


ALÍCIA SHARE PLEDGE AGREEMENT


 


ALÍCIA
SHARE PLEDGE AGREEMENT, dated as of January 19, 2009 (as it may be amended
from time to time, this “Share Pledge Agreement”) among:


 


(a) ARACRUZ
CELULOSE S.A., a company duly organized and validly existing under the laws of
Brazil, headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of
Aracruz, State of Espírito Santo, Brazil, enrolled with the General Taxpayers’
Register (CNPJ) under No. 42.157.511/0001-61, herein represented by its
legal representatives in accordance with its by-laws (“Aracruz”);


 


(b) ARA
PULP - COMÉRCIO DE IMPORTAÇÃO E EXPORTAÇÃO, UNIPESSOAL LTDA., a company duly
organized and validly existing under the laws of Portugal, headquartered at
Avenida Arriaga, 77, Edifício Marina Fórum, 6th Floor, Freguesia da Sé,
Concelho de Funchal, Portugal, enrolled in the Commercial Registry of Zona
Franca da Madeira under No. 9.169, herein represented by its legal
representatives in accordance with its by-laws (“Ara Pulp”, and jointly
with Aracruz the “Shareholders”);


 


(c) BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
S.A., a financial institution headquartered at Avenida Presidente Wilson, 231,
11th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled
with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
herein represented by its legal representatives in accordance with its by-laws,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading International Ltd., a company duly organized and validly
existing under the laws of Hungary, headquartered at 2161 Csomád, Akácos út
10-11, Hungary, enrolled with the Court of Registration under No. 13-19-107520
(“Aracruz Trading”), under the Export Prepayment Facility Agreement and
Secured Loan (the “Credit Agreement”), dated as of May 13, 2009,
executed among Aracruz Trading, Aracruz, Alícia, Aracruz Celulose (USA), Inc.
and the following Lenders: Banco Itaú BBA S.A. - Nassau Branch, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú BBA”),
Banco Santander, S.A., a financial institution duly organized and validly
existing under the laws of Spain,


 


H-14

















 


headquartered
at [·], in [·] (“Santander”), Banco Santander, S.A., Grand
Cayman Branch, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander Cayman”),
Barclays Bank plc, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“BNP”),
Calyon, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·] (“Calyon”),
Citibank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Citibank”), Deutsche Bank AG - London
Branch, a financial institution duly organized and validly existing under the
laws of Germany, headquartered at [·], in [·], acting through its London Branch, located at [·] (“DB”), Goldman Sachs Bank (Europe) Plc, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“GS”),
HSBC Bank Brasil S.A. - Banco Múltiplo, a financial institution duly organized
and validly existing under the laws of [·],
headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“HSBC”), JP Morgan
Chase Bank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“JP Morgan”), Merrill Lynch Credit
Products, LLC, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria
S.A., a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly organized
and validly existing under the laws of [·],
headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·] (“Lehman”) and, as consenting intervening
party,


 


(d) ALÍCIA
PAPÉIS S.A., a company duly organized and validly existing under the laws of
Brazil, headquartered at Avenida Castelo Branco, 333, city of Guaíba, State of
Rio Grande do Sul, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 06.970.247/0001-17, herein represented by its legal
representatives in accordance with its by-laws (“Alícia”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1
Certain Defined Terms. (a) The terms used herein and initialized by
capital letters, except if otherwise provided for in this Share Pledge
Agreement, shall have the same meaning ascribed to them in the Credit Agreement.
All the terms defined in this Share Pledge Agreement shall have the same
meaning whenever used in any other certificate or document delivered or
prepared in relation to this Share Pledge Agreement, except if otherwise
provided for in such certificate or document.


 


H-15
















 


(b) All
references to the Collateral Agent contained in this Share Pledge Agreement
shall be construed as references to the Collateral Agent, in its capacity of
representative of the Lenders.


 


ARTICLE II

PLEDGE; GRANT OF SECURITY INTEREST


 


Section 2.1
Pledge; Grant of Security Interest. (a) In order to secure the
timely and full payment and performance, when due (either in the original
maturity date, in case of acceleration or in any other date) of all Secured
Obligations in accordance with article 1,451 et seq. of the Brazilian Civil
Code and article 39 of Law No. 6,404, of December 15, 1976 (as
amended), the Shareholders herein pledge the Shares to the Collateral Agent for
the exclusive benefit of the Lenders. For purposes of the provisions of article
1,424 of the Brazilian Civil Code, the Secured Obligations are duly described
and characterized in Section 3.1 below.


 


(b) In
addition to the Shares, the Shareholders hereby agree to pledge to the
Collateral Agent for the exclusive benefit of the Lenders any and all shares
representing the capital stock of Alícia which may be, from time to time,
subscribed or acquired, by virtue of conversions or exchanges, by the
Shareholders after the date hereof jointly with all options and rights of any
nature issued or granted by Alícia to the Shareholders while this Share Pledge
Agreement is in force, so that the pledged shares shall equal 100% of the
capital stock of Alícia (the “Additional Shares” and, jointly with the
Shares, the “Pledged Shares”, duly described in Exhibit A hereof).


 


ARTICLE III

SECURED OBLIGATIONS


 


Section 3.1
Secured Obligations. For purposes of the provisions of article 1,424 of
the Brazilian Civil Code, the parties hereby confirm that the Secured
Obligations have the following general terms and conditions: (i) principal
amount of U.S.$ [·], equivalent
on the date hereof to R$ [·], using for
conversion purposes the PTAX 800 rate, option 5, disclosed on [date] by the
Central Bank of Brazil through the Sisbacen System; (ii) final maturity
date on December 31, 2017; (iii) interest accrued on the principal
amount mentioned herein to be calculated based on the LIBOR rate for
three-month deposits, added by a margin as follows: (a) from 01/01/2009 to
12/31/2009 - a margin of 3.50% p.a. (three integers and fifty hundredth per
annum), (b) from 01/01/2010 to 06/30/2010 - a margin of 4.00% p.a. (four
percent per annum), (c) from 07/01/2010 to 12/31/2010 - a margin of 4.25%
p.a. (four integers and twenty five hundredth per annum), (d) from
01/01/2011 to 06/30/2011 - a margin of 4.50% p.a. (four integers and fifty
hundredth per annum), (e) from 07/01/2011 to 12/31/2011 - a margin of 4.75% p.a. (four integers and seventy five
hundredth per annum), (f) from 01/01/2012 to 06/30/2012 - a margin of
5.00% p.a. (five percent per annum), (g) from 07/01/2012 to 12/31/2012 - a
margin of 5.25% p.a. (five integers and twenty five hundredth per annum), (h) from
01/01/2013 to 06/30/2013 - a margin of 5.50% p.a. (five integers and fifty
hundredth per annum), (i) from 07/01/2013 to 12/31/2013 - a margin of
5.75% p.a. (five integers and seventy five hundredth per annum), and (j) from
01/01/2014 until final maturity, on 12/31/2017 - a


 


H-16

















 


margin
of 6.00% p.a. (six percent per annum); and (iv) the collateral granted
hereunder corresponds to the Pledged Shares. For purposes of this Share Pledge
Agreement, the term “LIBOR” means the London Interbank Offered Rate.


 


ARTICLE IV

REGISTRATON OF PLEDGE


 


Section 4.1
Registration of Pledge. (a) The Shareholders undertake to provide to
the Collateral Agent (i) no later than three (3) calendar days as
from the execution hereof, evidence of registration of this Share Pledge
Agreement, together with its sworn translation into Portuguese, in the share
registration book of Alícia, (ii) no later than seven (7) calendar
days as from the execution hereof, evidence of filing for registration of this
Share Pledge Agreement, together with its sworn translation into Portuguese,
with the competent Registry of Titles and Deeds (Registro de Títulos e Documentos)  and (iii) no later than five (5) Business Days
after the date on which such registration with the competent Registry of Titles
and Deeds is granted, evidence thereof.


 


(b) In
addition, (i) immediately upon issuance, receipt or acquisition of any
Additional Shares, so as to represent 100% of the capital stock of Alícia as
provided for in Section 2.1(b) above, and (ii) immediately upon
the execution of any amendment in accordance with Section 12.4 below (an “Amendment”),
the Shareholders undertake to comply with the same procedure described in Section 4.1(a) above.


 


(c) All
costs and expenses incurred as a result of the registrations mentioned in this Section shall
be exclusively borne by the Shareholders.”


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


Section 5.1
Representations and Warranties. The Shareholders hereby represent and
warrant to the Collateral Agent that on the date hereof and during the term of
effectiveness of this Share Pledge Agreement, in relation to supervening facts
and circumstances:


 


(a) the
pledge over the Shares herein created constitutes and the pledge over any
Additional Shares shall constitute, upon the issuance, acquisition or receipt
of the Additional Shares by the Shareholders and the performance of the
registrations required, as provided for in Section 4.1(b) above, a
first priority, legitimate, valid and perfected security interest, enforceable
in accordance with its terms and conditions against the Shareholders, except as
enforceability thereof may be limited by (i) applicable bankruptcy,
insolvency, reorganization, recuperação
judicial, recuperação extrajudicial, liquidation, dissolution,
arrangement or winding up or composition or readjustment of debts, or other
laws affecting the enforcement of creditors’ rights generally, and (ii) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or equity);


 


(b) the
execution, performance and creation of the security interest created by means
of this Share Pledge Agreement (i) do not and will not constitute any
conflict, violation or default under any material contractual obligation of the
Shareholders and (ii)


 


H-17

















 


do
not and will not result in the creation or imposition of any lien over other
assets of the Shareholders or over any profits or income resulting therefrom,
except for dividends, interest on equity or any other type of remuneration
resulting from the property of Pledged Shares, and except for the lien created
in this Share Pledge Agreement;


 


(c) the
Pledged Shares were validly issued and are totally paid in, free and clear from
any judicial or extrajudicial liens, constrictions or encumbrances, except for
the lien created pursuant to this Share Pledge Agreement;


 


(d) the
Shareholders are the lawful owners and possessors of the Pledged Shares and all
rights inherent to the Pledged Shares and have the powers and authorities
required to (i) execute this Share Pledge Agreement; (ii) perform the
obligations herein provided for; and (iii) pledge the Pledged Shares;


 


(e) the
by-laws of Alícia do not restrict or limit the rights of the Shareholders to
transfer, encumber or pledge the Shares; and


 


(f) the
power of attorney granted by the Shareholders and delivered to the Collateral
Agent under Section 8.1(b) has been duly and validly granted and
confers to the Collateral Agent the powers expressed therein. The Shareholders
have not granted other similar power of attorney or executed any other security
or agreement in relation to the Pledged Shares except for this Share Pledge
Agreement.


 


ARTICLE VI

OBLIGATIONS


 


Section 6.1
Obligations. The Shareholders and Alícia agree and undertake, before the
Collateral Agent and to the exclusive benefit of the Lenders, during the term
of effectiveness of this Share Pledge Agreement, to:


 


(a) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), promptly upon receipt, to forward
any payment to the Collateral Agent of all rights related to the Pledged Shares
(including dividends, interest on equity or payments resulting from redemption,
capital reductions or made on any other account);


 


(b) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement upon the occurrence of any other Event of Default to the
extent that or the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be


 


H-18

















 


evidenced
by means of a written notice sent to the Collateral Agent (together with copy
of the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), comply with any and all instructions transmitted by
the Collateral Agent in relation to this Share Pledge Agreement;


 


(c) at
any time and from time to time, upon written request by the Collateral Agent
and at the exclusive expense of the Shareholders, perform any and all
reasonable actions, as well as execute and deliver to the Collateral Agent, no
later than ten (10) Business Days as from such request, all additional
instruments and documents reasonably required to perfect and preserve the
security interest granted pursuant to this Share Pledge Agreement;


 


(d) perform
any and all actions, as well as execute and deliver to the Collateral Agent all
instruments and documents required to the creation of the pledge over
Additional Shares, at the exclusive expense of the Shareholders;


 


(e) notify
the Collateral Agent, no later than three (3) Business Days, of the
occurrence of any event that results in violation or inaccuracy of any of the
representations made in Section 5.1 above. The Shareholders and Alícia
further agree to take all actions required or that the Collateral Agent may
require in order to maintain the representations and warranties made by Aracruz
Trading under the Credit Agreement true and correct until all Secured Obligations
are paid in full, and the security interest is released pursuant to the terms
of the Credit Agreement;


 


(f) at
any time and from time to time, upon written request of the Collateral Agent
and at the exclusive expense of the Shareholders, provide to the Collateral
Agent, no later than ten (10) Business Days as from such request, all
information and evidencing documents related to the Pledged Shares that the
Collateral Agent may reasonably request;


 


(g) not
to create, incur or permit the creation of any liens or options in favor or
upon request of any person other than the Collateral Agent, acting on behalf of
the Lenders, regarding the Pledged Shares or any rights thereon, except for the
pledge created in this Share Pledge Agreement; nor to sell, assign, transfer,
exchange or otherwise dispose of the Pledged Shares, except upon prior and
written authorization of the Collateral Agent or as otherwise permitted under
the Credit Agreement;


 


(h) pay,
before the imposition of any fines, penalties, interest or expenses, all taxes,
contributions or other charges, levied on the Pledged Shares currently or in
the future, and pay or cause to be paid all claims that, if not paid, may
reasonably result in the creation of a lien;


 


(i) not
to execute or allow the execution of any agreement that may restrict or reduce
the rights or capacity of the Collateral Agent to sell or otherwise dispose of
the Pledged Shares or any portion thereof, except upon the prior and express
authorization of the Collateral Agent;


 


(j) defend
the security interest, the ownership and interests of Lenders in relation to
the Pledged Shares against any claims or demands by third parties; and


 


H-19

















 


(k) promptly
(and, in any event, within seven (7) Business Days) after Alícia’s
knowledge thereof, give to the Collateral Agent notice of any litigation,
claim, investigation, arbitration, other proceeding or controversy pending or,
to its knowledge, threatened involving or relating to the Pledged Shares.


 


ARTICLE VII

VOTING RIGHTS


 


Section 7.1
Voting Rights. Upon the occurrence and during the continuance (subject
to the applicable cure periods set forth in the Credit Agreement, if any) of
any Event of Default under Section 9.1(a) of the Credit Agreement, or
to the extent that an automatic acceleration event occurs under Section 9.1(e),
(f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon
request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with copy of the notice sent by the Administrative
Agent, as required pursuant to Section 9.1 of the Credit Agreement), the
Shareholders shall not exercise any of Shareholders’ voting and consenting
rights inherent to the Pledged Shares, without prior written consent of and
instructions by the Collateral Agent, acting on behalf of the Majority Lenders
(unless otherwise permitted under the Credit Agreement).


 


ARTICLE VIII

FORECLOSURE AND COLLECTION


 


Section 8.1
Foreclosure and Collection. (a) Without prejudice of previous
provisions, upon the occurrence and during the continuance (subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the
extent that an automatic acceleration event occurs under the Section 9.1(e),
(f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon
request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with copy of the notice sent by the Administrative
Agent, as required pursuant to Section 9.1 of the Credit Agreement), the
Collateral Agent is hereby irrevocably and irretrievably, authorized and
qualified to, in name and to the exclusive benefit of the Lenders, sell the
Pledged Shares (in whole or in part), for the prices, terms and conditions it
may understand appropriate in accordance with applicable law and the provisions
of article 1,433, item IV, of the Brazilian Civil Code, and use or apply the
proceeds therefrom to pay the Secured Obligations, as provided for in the
Credit Agreement.


 


(b) In
accordance with the provisions of articles 684 and 1,433 of the Brazilian Civil
Code and as a means to perform the obligations herein agreed, the Shareholders
irrevocably and irretrievably appoint the Collateral Agent as their
attorney-in-fact and for this purpose they have executed and delivered to the
Collateral Agent on the date hereof a power of attorney substantially in the
form of Exhibit B hereof. The Shareholders undertake to deliver a power of
attorney with the same content to any successor of the Collateral Agent
appointed pursuant to the Credit Agreement and, as it may be reasonably


 


H-20

















 


required
pursuant to applicable law, whenever necessary to secure that the Collateral
Agent has the powers required to perform the actions and exercise the rights
herein provided for.


 


(c) No
action performed or omitted by the Collateral Agent in relation to the Pledged
Shares shall give rise to any right of defense, counterclaim or compensation in
favor of the Shareholders or any claim or proceeding against the Collateral
Agent, except in case of gross negligence or willful misconduct by the
Collateral Agent.


 


(d) The
Shareholders must indemnify and hold harmless the Collateral Agent, its
members, executive officers, employees and agents (each of whom an “Indemnified
Person”) against any losses, liabilities and expenses, including but not
limited to attorneys’ fees, expenses and out-of-pocket expenses related to or
resulting from (i) the execution of this Share Pledge Agreement, the
performance by the parties of their respective obligations and the consummation
of the transaction contemplated herein; and (ii) any lawsuit, controversy,
investigation or proceeding, current or future, related to any of the
provisions of this Share Pledge Agreement, either grounded in contractual
liability, tort or any other action, irrespective of the Indemnified Person
being or not a party to this Share Pledge Agreement. The provisions of this Section shall
not apply to cases in which such losses, liabilities and expenses result from
gross negligence or willful misconduct of the Indemnified Person, as determined
by a final judicial decision, issued by a competent court.


 


ARTICLE IX

USE OF PROCEEDS


 


Section 9.1
Use of Proceeds. Any amounts received by the Collateral Agent, acting on
behalf of the Majority Lenders, as a result of the enforcement of this Share
Pledge Agreement shall be applied towards the payment of the Secured
Obligations, as provided for in the Credit Agreement, without prejudice of the
right of creditors to collect from Alícia any potential outstanding balance.


 


ARTICLE X

EXERCISE OF RIGHTS AND JUDICIAL REMEDIES


 


Section 10.1
Exercise of Rights and Judicial Remedies. (a) In exercising its
rights and remedies against Alícia or any of the Shareholders under this Share
Pledge Agreement, the Collateral Agent may, but shall not be obliged to (except
if required by applicable legislation) exercise all rights and remedies granted
to it by law and this Share Pledge Agreement against any third parties or in
relation to any security interest or offsetting right regarding the Secured
Obligations. Any omission by the Collateral Agent (directly or by means of any
of its respective agents, successors or assigns) in exercising such rights or
remedies, in collecting any payments, foreclosing any guarantees, personal or
in rem, shall not release Alícia and the Shareholders from any liabilities
resulting from the law of this Share Pledge Agreement and shall not impair,
reduce or otherwise affect the Collateral Agent’s rights and remedies, both
expressed or implied.


 


(b) The
filing, by the Collateral Agent, in name and to the exclusive benefit of the
Lenders, of any lawsuit or proceeding to judicially enforce the pledge herein
created


 


H-21

















 


shall
not affect anyhow the right of the Collateral Agent to, in name and to the
exclusive benefit of the Lenders, file any other judicial proceeding based on
the Credit Agreement or any other related document, with the purpose of
judicially enforcing other guarantees that may have been given to Lenders under
those documents, and the parties agree that if Aracruz or Aracruz Trading fail
to perform any of its obligations under the Credit Agreement, the Collateral
Agent, in name and to the exclusive benefit of the Lenders shall be entitled to
take any measures, judicial or not, it may understand appropriate to defend the
rights of Lenders, it being entitled to file any appropriate judicial or
extrajudicial proceedings, either to foreclose guarantees, or simply to execute
Aracruz or Aracruz Trading, all irrespective of the amount of the guarantees
given to Lenders and the date they were given.


 


ARTICLE XI

TERMINATION AND RELEASE


 


Section 11.1
Termination and Release. This Share Pledge Agreement constitutes a
continuous security interest over the Pledged Shares and shall remain in full
force and effect until the Secured Obligations have been fully satisfied, when
it shall be terminated by operation of law and the security interest herein
created shall be released at the expenses of the Shareholders. The release of
the security interest herein created and evidenced shall only be valid if
executed by the Collateral Agent, who shall, upon request and at the expenses
of the Shareholders, execute and deliver all documents reasonably required to
evidence the termination of this Share Pledge Agreement and the consequent definitive
and unconditional release of the security interest.


 


ARTICLE XII

MISCELLANEOUS


 


Section 12.1
Cumulative Rights. The rights, powers and remedies of the Collateral
Agent under this Share Pledge Agreements are cumulative and additional to the
rights, powers and remedies available to the Collateral Agent under the Credit
Agreement, the law or in equity and may be successively or concomitantly
exercised, without prejudice to any other right, power or remedy as a result of
the exercise of any other right, power or remedy.


 


Section 12.2
Other Security Interests. The pledge created under this Share Pledge
Agreement shall be in addition to and irrespective of any other guarantee or
security interest that the Collateral Agent or the Lenders (either jointly or individually)
are beneficiaries, from time to time, in relation to the Secured Obligations.


 


Section 12.3
Notices and Communications. Any notice or communication required or
permitted under this Share Pledge Agreement shall be made in writing and shall
be deemed served and made if sent by facsimile (with confirmation of receipt),
personal delivery or mail with evidence of receipt thereof (“AR”) to the
address indicated in writing by the party to which it shall be sent and shall
be deemed effective on the date of receipt thereof. Before accepting and
complying with the terms of any communication sent via facsimile, the party
receiving such communication is entitled (but not obliged) to


 


H-22

















 


contact
the sender, via telephone or otherwise, in order to confirm its authenticity.
Unless the parties have received a notice otherwise, such communications or
notices shall be sent to the following addresses:


 


If
to the Collateral Agent:


 


BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.


Av.
Pres. Juscelino Kubitschek 1455, 6o andar


04543-011


São
Paulo, SP


Brazil


Att:
Sra. Soraya Lysenko


Telephone:
(55 11) 3050-8370


Fax:
(55 11) 3050-8002


E-mail:
slysenko@bnymellon.com.br


 


If
to Shareholders:


 


ARACRUZ
CELULOSE S.A.


Av.
Brigadeiro Faria Lima, 2277, 4o andar


CEP
01452-000


São
Paulo, SP.


Att.:
[·]


Telephone:
(55 11) 3301 4202


Fax:
(55 11) 3301 4111


E-mail:
mgrodetzky@aracruz.com.br; jlb@aracruz.com.br


 


With
copy to:


 


ARA
PULP - COMÉRCIO DE IMPORTAÇÃO E EXPORTAÇÃO, UNIPESSOAL LTDA.


Avenida
Arriaga, 77, Edifício Marina Fórum, 6o andar


Concelho
de Funchal, Portugal


Att.:
[·]


Telephone:
[·]


Fax:
[·]


E-mail:
[·]


 


If
to Alícia:


 


ALÍCIA
PAPÉIS S.A.


Avenida
Castelo Branco, 333


Guaíba,
RS, Brasil


Att.:
[·]


Telephone:
(55 [·]) [·]


 


H-23

















 


Fax:
(55 [·]) [·]

E-mail: [·]


 


Section 12.4
Waivers and Amendments. No amendment to any of the provisions of this
Share Pledge Agreement (including any waiver or consent) shall be valid unless
it is made in writing and executed by all the parties hereof.


 


Section 12.5
Transfer, Assignment under the Credit Agreement. In case any of the
Lenders transfers or assigns its credit right under the Credit Agreement, in
whole or in part, the assignee of such credit right shall execute and deliver
to the Collateral Agent a power of attorney substantially in the form of Exhibit C
hereof in order to reflect the necessary amendments to this Share Pledge
Agreement and grant the Collateral Agent with the necessary powers to act as
collateral agent and representative of such assignee under this Share Pledge
Agreement.


 


Section 12.6
Severability. In case any provision of this Share Pledge Agreement is
deemed null, unlawful or unenforceable under the applicable laws, such
provision shall be deemed excluded from this Share Pledge Agreement and shall
not affect any of the other provisions herein. To replace any excluded
provision, the parties shall negotiate a similar provision reproducing their original
intent, as permitted by the applicable legislation.


 


Section 12.7
Entire Agreement; Successors and Assigns. This Share Pledge Agreement
contains all the understandings of the parties in relation to the
subject-matters herein, and shall be binding upon the parties and their
respective successors and permitted assigns, on any account.


 


Section 12.8
Governing Law; Jurisdiction. This Share Pledge Agreement shall be
governed and interpreted in accordance with the laws of the Federative Republic
of Brazil. The parties hereof irrevocably and irretrievably agree to submit to
the competent courts of the city of São Paulo, in the State of São Paulo,
Brazil, any demand or controversies resulting from this Share Pledge Agreement
with express waiver to any other court, no matter how privileged it may be.


 


Section 12.9
Representative. In accordance with the provisions of articles 653 and
684 of the Brazilian Civil Code, and as a means to perform the acts mentioned
below, Ara Pulp hereby irrevocably appoints and constitutes Aracruz as its true
and lawful attorney-in-fact in order to act in its name, place and stead, in
connection with the following acts: (i) to accept, in compliance with
article 215 of Brazilian Code of Civil Procedure, on its behalf, service of
copies of the summons and complaint and any other process that may be served in
any such suit, action or proceeding brought in Brazil, (ii) to represent
Ara Pulp in Brazil before third parties in general, including, but not limited
to, any governmental authority, and (iii) to represent Ara Pulp or to take
any action with respect to matters involving collection suits in Brazil in
general, and agrees that the failure of Aracruz to give any notice of any such
service of process to it shall not impair or affect the validity of such
service or, to the extent permitted by applicable law, the enforcement of any
judgment based thereon. Such appointment shall be irrevocable until all Secured
Obligations have


 


H-24

















 


been
fully satisfied (according to Section 12.11 below), except that if for any
reason Aracruz appointed hereby ceases to be able to act as such, then Ara Pulp
shall, by an instrument reasonably satisfactory to the Collateral Agent,
appoint another individual or legal person, in São Paulo, Brazil, subject to
the approval (which approval shall not be unreasonably withheld) of the
Collateral Agent, acting on behalf of the Lenders. Ara Pulp covenants and
agrees that it shall take any and all reasonable action, including the
execution and filing of any and all documents, that may be necessary to
continue the designation of an attorney-in-fact pursuant to this Section in
full force and effect and to cause such attorney-in-fact to act as such.


 


Section 12.10
Enforcement. This Share Pledge Agreement constitutes an extrajudicial
execution instrument (título executivo
extrajudicial)  in
accordance with provisions of items II and III of article 585 of the Brazilian
Code of Civil Procedure.


 


Section 12.11
Effectiveness. This Share Pledge Agreement shall become effective on the
date hereof and remain in full force and effect until all Secured Obligations
have been fully satisfied and the Lenders, shall then release the pledge, as
provided for in Section 11.1 above.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Share Pledge Agreement to
be duly executed as of the day and year first above written.


 


	
   

  	
   

  	
  ARACRUZ
  CELULOSE S.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  ARA
  PULP - COMÉRCIO DE IMPORTAÇÃO E EXPORTAÇÃO, UNIPESSOAL LTDA.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  BNY
  MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
  S.A., as the Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  ALÍCIA
  PAPÉIS S.A., as consenting intervening party

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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EXHIBIT A

to the Alícia Share Pledge Agreement


 


DESCRIPTION OF PLEDGED SHARES


 




	
  Shareholder

  	
   

  	
  Common Shares

  	
   

  	
  % of Total Capital 

  Stock of Alícia

  
	
  [·]

  	
   

  	
  [·]

  	
   

  	
  [·]

  
	
  [·]

  	
   

  	
  [·]

  	
   

  	
  [·]

  






 

















 


EXHIBIT B

to the Alícia Share Pledge Agreement


 


FORM OF POWER OF ATTORNEY

(as per Section 8.1(b))


 


By
this power of attorney, ARACRUZ CELULOSE S.A., a company duly organized and
validly existing under the laws of Brazil, headquartered at Rodovia
Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz, State of Espírito Santo,
Brazil, enrolled with the General Taxpayers’ Register (CNPJ) under No. 42.157.511/0001-61,
herein represented by its legal representatives in accordance with its by-laws
(“Aracruz”), and ARA PULP - COMÉRCIO DE IMPORTAÇÃO E EXPORTAÇÃO,
UNIPESSOAL LTDA., a company duly organized and validly existing under the laws
of Portugal, headquartered at Avenida Arriaga, 77, Edifício Marina Fórum, 6th
Floor, Freguesia da Sé, Concelho de Funchal, Portugal, enrolled with the
Commercial Registry of Zona Franca da Madeira under No. 9.169, herein represented
by its legal representatives in accordance with its by-laws (“Ara Pulp”,
and jointly with Aracruz the “Grantors”), irrevocably and irretrievably
appoint and constitute BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS
E VALORES MOBILIÁRIOS S.A., a financial institution headquartered at Avenida
Presidente Wilson, 231, 11th Floor, city of Rio de Janeiro, State of Rio de
Janeiro, Brazil, enrolled with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading International Ltd., under the Export Prepayment Facility
Agreement and Secured Loan (the “Credit Agreement”), dated as of May 13,
2009, its lawful attorney-in-fact to, acting on their behalf, to the greatest
extent permitted by law and subject to the terms of the Credit Agreement, perform
all actions, of whatever nature, either required or convenient, in relation to
the Alícia Share Pledge Agreement (the “Share Pledge Agreement”), dated
as of January 19, 2009, as amended and consolidated on [·], 2009, executed among Grantors, Alícia Papéis S.A.
and the Collateral Agent, including but not limited to:


 


(a) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), sell the Pledged Shares (in whole
or in part), for the prices, terms and conditions it may understand
appropriate, in accordance with applicable law and the provisions of article
1,433, items IV and V of the Brazilian Civil Code; use or apply the proceeds
therefrom to pay the Secured Obligations, as provided in the Credit Agreement,


 

















 


being
the Collateral Agent vested with all powers required to the full and correct
fulfillment of this power of attorney;


 


(b) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declare the acceleration of any amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), perform all actions required to
receive all profits, income, cash, rights, dividends, distributions, interests
and all other amounts paid, received or otherwise thereafter distributed in
relation to the Pledged Shares, using such proceeds to pay the Secured
Obligations as provided for in the Credit Agreement;


 


(c) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), subject to applicable laws, buy
foreign currency and remit such currency abroad, to the extent required for the
payment of the Secured Obligations, it being authorized, for this purpose, to
perform all related actions, including but not limited to, execute foreign
exchange contracts and any other instruments or contracts, as well as to
represent Grantors before the Central Bank of Brazil and any banks or financial
institutions located in Brazil;


 


(d) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), subject to applicable law,
represent Grantors before third parties and any government agencies or
authorities of Federal, State and Local levels, including, but not limited to
Registries of Titles and Deeds, Protest Offices, banking institutions, the
Brazilian Internal Revenue Service and all respective sections, departments and
divisions thereof;


 

















 


(e) upon
the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), perform all actions and execute
any instruments compatible with the terms and conditions of the Share Pledge
Agreement, as the Collateral Agent may deem reasonably necessary for the
enforcement of the security interest granted pursuant to the Share Pledge
Agreement;


 


(f) irrespective
of the occurrence of an Event of Default, make any filing with Registry of
Titles and Documents or with the custodian, or any other act that may be
required pursuant to applicable law after the date hereof, for the perfection
of the security interest over the Pledged Shares, as provided for in the Share
Pledge Agreement; and


 


(g) substitute
the powers herein granted or revoke any substitution that may have been granted
of these same powers to exercise the rights provided for in the Share Pledge
Agreement.


 


Any
notice transmitted by the Collateral Agent communicating the occurrence,
continuance or termination of an Event of Default shall be conclusive in
relation to Grantors and any and all third parties in the absence of a clear
mistake.


 


Terms
initialized by capital letters used herein but not herein defined shall have
the meaning ascribed to them in Share Pledge Agreement.


 


This
power of attorney is irrevocably and irretrievably granted as a condition to
the Share Pledge Agreement as a means for the performance of the obligations
agreed therein, in accordance with the provisions of articles 684 and 685 of
the Brazilian Civil Code and shall be valid, effective and remain in force
until all Secured Obligations have been fully satisfied under the Share Pledge
Agreement in accordance with the terms and conditions thereof.


 


The
duly authorized representatives of Grantors have executed this power of
attorney as of [·], 2009.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  ARACRUZ CELULOSE S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARA PULP - COMÉRCIO DE IMPORTAÇÃO E 

  EXPORTAÇÃO, UNIPESSOAL LTDA.

  	
   

  



 

















 


EXHIBIT C

to the Alícia Share Pledge Agreement


 


FORM OF POWER OF ATTORNEY

(as per Section 12.5)


 


By
this power of attorney, [ASSIGNEE],  a company duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·], herein represented by its legal representatives
in accordance with its by-laws (“Grantor”), hereby appoints and
constitutes BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES
MOBILIÁRIOS S.A., a financial institution headquartered at Avenida Presidente
Wilson, 231, 11th Floor, city of Rio de Janeiro, State of Rio de Janeiro,
Brazil, enrolled with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61
(together with any of its successor, the “Collateral Agent”), as Grantor’s
lawful attorney-in-fact, to the greatest extent permitted by law, to act as
Grantor’s collateral agent and representative under the Alícia Share Pledge
Agreement dated as of January 19, 2009, as amended and consolidated on [·], 2009 (“the Share Pledge Agreement”),
executed among the Collateral Agent, Aracruz Celulose S.A. a company duly
organized and validly existing under the laws of Brazil, headquartered at
Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz, State of
Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 42.157.511/0001-61, Ara Pulp - Comércio de Importação e
Exportação, Unipessoal Ltda., a company duly organized and validly existing
under the laws of Portugal, headquartered at Avenida Arriaga, 77, Edifício
Marina Fórum, 6th Floor, Freguesia da Sé, Concelho de Funchal, Portugal,
enrolled in the Commercial Registry of Zona Franca da Madeira under No. 9.169,
and, as consenting intervening party, Alícia Papéis S.A., a company duly
organized and validly existing under the laws of Brazil, headquartered at
Avenida Castelo Branco, 333, city of Guaíba, State of Rio Grande do Sul,
Brazil, enrolled with the General Taxpayers’ Register (CNPJ) under No. 06.970.247/0001-17,
in connection with a certain Export Prepayment Facility Agreement and Secured
Loan (the “Credit Agreement”), dated as of May 13, 2009, and to
take any and all applicable measures and actions, of whatever nature, either
required or convenient, in relation to, and subject to the terms and conditions
of, the Share Pledge Agreement, including, but not limited to, amend the Share
Pledge Agreement in connection with the [transfer/assignment] of credit under
the Credit Agreement as per the [name of
instrument],  dated as
of [·], by means of which [name of bank] assigned to Grantor [amount]
of its credit right thereunder, and to execute any and all necessary
documents accordingly.


 


This
power of attorney shall be valid, effective and remain in full force until all
Secured Obligations have been fully satisfied under the Share Pledge Agreement
in accordance with the terms and conditions thereof.


 


Terms
initialized by capital letters used herein but not herein defined shall have
the meaning ascribed to them in the Share Pledge Agreement.


 


The
Collateral Agent may delegate (substabelecer),  in whole or in part, the powers hereunder
conferred upon it.


 

















 


The
duly authorized representatives of Grantor have executed this power of attorney
as of [·], 2009.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [ASSIGNEE]

  	
   

  



 
















 


EXHIBIT I

to Export Prepayment Facility Agreement and Secured Loan


 


NOTE PLEDGE AGREEMENT


 


NOTE
PLEDGE AGREEMENT, dated as of [·], 2009 (as it
may be amended from time to time, this “Agreement”), among:


 


(a)
ARACRUZ TRADING INTERNATIONAL LTD., a company duly organized and existing under
the laws of the Republic of Hungary, headquartered at 2161 Csomád, Akácos út
10-11, Hungary, enrolled with the Court of Registration under No. 13-09-107520,
herein represented by its legal representatives in accordance with its by-laws
(“Aracruz Trading”); and


 


(b)
BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
S.A., a financial institution headquartered at Avenida Presidente Wilson, 231,
11th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled
with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
herein represented by its representatives in accordance with its by—laws,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender)
of Aracruz Trading, under the Export Prepayment Facility Agreement and Secured
Loan (the “Credit Agreement”), dated as of May 13, 2009, executed among
Aracruz Trading, Aracruz Celulose S.A., Alícia Papéis S.A., Aracruz Celulose
(USA), Inc. and the following Lenders: Banco Itaú BBA S.A. - Nassau Branch, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú
BBA”), Banco Santander, S.A., a financial institution duly organized and
validly existing under the laws of Spain, headquartered at [·], in [·] (“Santander”),
Banco Santander, S.A., Grand Cayman Branch, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander
Cayman”), Barclays Bank plc, a financial institution duly organized and
validly existing under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“BNP”),
Calyon, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·] (“Calyon”),
Citibank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Citibank”), Deutsche Bank AG - London
Branch, a financial institution duly organized and validly existing under the
laws of Germany, headquartered at [·], in [·], acting through its London Branch, located at [·] (“DB”), Goldman Sachs Bank (Europe) Plc, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“GS”),
HSBC Bank Brasil S.A. - Banco Múltiplo, a financial institution duly organized
and validly existing under the laws of [·],
headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“HSBC”), JP Morgan
Chase Bank, N.A., a financial institution duly organized and validly


 

















 


existing
under the laws of [·],
headquartered at [·], in [·] (“JP Morgan”), Merrill Lynch Credit
Products, LLC, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria
S.A., a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·] (“Lehman”).


 


RECITALS


 


WHEREAS,
pursuant to the Credit Agreement, the Lenders agreed to make loans or extend
credit in the form of loans (the “Loans”), as the case may be, to
Aracruz Trading (as borrower) in an aggregate principal amount of U.S.$[·]; and


 


WHEREAS,
as a covenant to the Credit Agreement, Aracruz Trading and Aracruz Celulose
S.A., a company duly organized and validly existing under the laws of Brazil,
headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz,
State of Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 42.157.511/0001-61 (“Aracruz”), executed on [·], 2009, a certain Export Finance Agreement (the “Export
Finance Agreement”), pursuant to which Aracruz Trading shall extend loans
to Aracruz, in form of export pre-payments under Brazilian law, for the sale of
certain products by Aracruz to Aracruz Trading for further resale by Aracruz
Trading to certain buyers described therein (each an “Intercompany Loan”);
and


 


WHEREAS,
in order to secure the prompt and punctual payment of all of its obligations
under the Credit Agreement (such obligations being hereinafter referred to as “Secured
Obligations” are more fully detailed below), Aracruz Trading has agreed to
pledge all its credit rights under each Intercompany Loan.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section
1.1 Certain Defined Terms. (a) The terms used herein and initialized by
capital letters, except if otherwise provided for in this Agreement, shall have
the same meaning ascribed to them in the Credit Agreement. All the terms
defined in this Agreement shall have the same meaning whenever used in any
other certificate or document delivered or prepared in relation to this
Agreement, except if otherwise provided for in such certificate or document.


 


I-2

















 


(b)
All references to the Collateral Agent contained in this Agreement shall be
construed as references to the Collateral Agent, in its capacity as
representative of the Lenders.


 


ARTICLE II

PLEDGE; GRANT OF SECURITY INTEREST


 


Section
2.1 Pledge; Grant of Security Interest. (a) In order to secure the
timely and full payment and performance, when due (either in the original
maturity date, in case of acceleration or in any other date) of all Secured
Obligations in accordance with article 1,451 et seq. of the Brazilian Civil
Code, Aracruz Trading hereby pledges to the Collateral Agent, for the benefit
of the Lenders, and grants to the Collateral Agent, for the benefit of the
Lenders, a first priority security interest in all the credit rights, rights to
revenues, claims and other receivables arising out of each Intercompany Loan as
described in Exhibit A hereto (the “Credit Rights”). For purposes of the
provisions of article 1,424 of the Brazilian Civil Code, the Secured
Obligations are duly described and characterized in Section 3 below.


 


(b)
As soon as practicable and in no event later than the term established in
Clause 4.1(b) below, Aracruz Trading shall pledge to the Collateral Agent, for
the exclusive benefit of the Lenders, all additional credit rights, rights to
revenues, claims and other receivables which may be at any time acquired by
Aracruz Trading or transferred to it relating to any Intercompany Loan pursuant
to the Export Finance Agreement (including, without limitation, any rights
further acquired due to renegotiation of terms or otherwise) (the “Additional
Credit Rights”), by means of an amendment to this Agreement, substantially
in the form of Exhibit B hereto (the Additional Credit Rights, together with
the Credit Rights, the “Pledged Credit Rights”).


 


ARTICLE III

SECURED OBLIGATIONS


 


Section
3.1 Secured Obligations. For purposes of the provisions of article 1,424
of the Brazilian Civil Code, the parties hereby confirm that the Secured
Obligations have the following general terms and conditions: (i) principal
amount of U.S.$ [·], equivalent
on the date hereof to R$ [·], using for
conversion purposes the PTAX 800 rate, option 5, disclosed on [date] by the
Central Bank of Brazil through the Sisbacen System; (ii) final maturity date on
December 31, 2017; (iii) interest accrued on the principal amount mentioned
herein to be calculated based on the LIBOR rate for three-month deposits, added
by a margin as follows: (a) from January 01, 2009 to December 31, 2009 - a
margin of 3.50% p.a. (three integers and fifty hundredth per annum), (b) from January
01, 2010 to June 30, 2010 - a margin of 4.00% p.a. (four percent per annum), (c)
from July 01, 2010 to December 31, 2010 - a margin of 4.25% p.a. (four integers
and twenty five hundredth per annum), (d) from January 01, 2011 to June 30,
2011 - a margin of 4.50% p.a. (four integers and fifty hundredth per annum), (e)
from July 01, 2011 to December 31, 2011 - a margin of 4.75% p.a. (four integers
and seventy five hundredth per annum), (f) from January 01, 2012 to June 30,
2012 - a margin of 5.00% p.a. (five percent per annum), (g)


 


I-3

















 


from
July 01, 2012 to December 31, 2012 - a margin of 5.25% p.a. (five integers and
twenty five hundredth per annum), (h) from January 01, 2013 to June 30, 2013 -
a margin of 5.50% p.a. (five integers and fifty hundredth per annum), (i) from July
01, 2013 to December 31, 2013 - a margin of 5.75% p.a. (five integers and
seventy five hundredth per annum), and (j) from January 01, 2014 until final
maturity, on December 31, 2017 - a margin of 6.00% p.a. (six percent per
annum); and (iv) the collateral granted hereunder corresponds to the Pledged
Credit Rights. For purposes of this Agreement, the term “LIBOR” means
the London Interbank Offered Rate.


 


ARTICLE IV

REGISTRATION OF THE PLEDGED CREDIT RIGHTS


 


Section
4.1 Registration of the Pledged Credit Rights. (a) Aracruz Trading
undertakes to provide to the Collateral Agent (i) no later than seven (7) calendar
days as from the execution hereof, evidence of filing for registration of this
Agreement, together with its sworn translation into Portuguese, with the
competent Registry of Titles and Deeds (Registro
de Títulos e Documentos),  and
(ii) no later than five (5) Business Days after the date on which such registration
is granted, evidence thereof.


 


(b)
In addition, Aracruz Trading undertakes to, immediately upon the execution of
any amendment in accordance with Section 11.4 below (an “Amendment”), to
comply with the same procedure described in Section 4.1(a) above.


 


(c)
Aracruz Trading also undertakes to, within five (5) Business Days as from the
date of execution hereof, deliver to the Collateral Agent (or to whom it may
designate) a notice substantially in the form of Exhibit C hereto, with
evidence that it has obtained all the acknowledgements by Aracruz, as the
contracting party of the Export Finance Agreement, informing that the Credit
Rights and/or the Additional Credit Rights have been pledged by Aracruz Trading
in favor of the Collateral Agent pursuant to the terms and conditions of this
Agreement, according to article 1,453 of the Brazilian Civil Code, and
providing Aracruz with payment instructions.


 


(d)
Aracruz Trading further undertakes to, immediately after the issuance of any
promissory note in relation to any Intercompany Loan under the Export Finance
Agreement, deliver to the Collateral Agent any such promissory note to be held
in custody by the Collateral Agent acting as depositary thereof.


 


(e)
All costs and expenses incurred as a result of the registrations mentioned in
this Section shall be exclusively borne by Aracruz Trading.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


Section
5.1 Representations and Warranties. Aracruz Trading hereby represents
and warrants to the Collateral Agent that on the date hereof and during the
term of effectiveness of this Agreement, in relation to supervening facts and
circumstances:


 


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(a)
the pledge over the Credit Rights herein created and the pledge over any Additional
Credit Rights shall constitute, upon the performance of the registrations
required, as provided for in Section 4 above, a first priority, legitimate,
valid and perfected security interest, enforceable in accordance with its terms
and conditions against Aracruz Trading, except as enforceability thereof may be
limited by (i) applicable bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation,
dissolution, arrangement or winding up or composition or readjustment of debts,
or other laws affecting the enforcement of creditors’ rights generally, and (ii)
the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or equity);


 


(b)
the execution, performance and creation of the security interest created by
means of this Agreement (i) do not and will not constitute any conflict,
violation or default under any material contractual obligation of Aracruz
Trading and (ii) do not and will not result in the creation or imposition of
any lien over other assets of Aracruz Trading or over any profits or income
resulting therefrom, and except for the lien created in this Agreement;


 


(c)
the Pledged Credit Rights are free and clear from any judicial or extrajudicial
liens, constrictions or encumbrances, except for the lien created pursuant to
this Agreement;


 


(d)
Aracruz Trading is the lawful owner of the Pledged Credit Rights and all rights
inherent to the Pledged Credit Rights and has the powers and authorities
required to (i) execute this Agreement; (ii) perform the obligations herein
provided for; and (iii) pledge the Credit Rights;


 


(e)
the power of attorney granted by Aracruz Trading and delivered to the
Collateral Agent under Section 7(b) has been duly and validly granted and
confers to the Collateral Agent the powers expressed therein. Aracruz Trading
has not granted other similar power of attorney or executed any other security
agreement in relation to the Pledged Credit Rights except for this Agreement; and


 


(f)
Aracruz Trading has obtained and delivered to the Collateral Agent all
necessary corporate, regulatory and governmental (if applicable)
authorizations, included, but not limited, Aracruz acknowledgement according to
the Export Finance Agreement, to execute and deliver this Agreement and to
cause the liens provided for hereunder to be created in accordance with the
terms set forth herein.


 


ARTICLE VI

OBLIGATIONS


 


Section
6.1 Obligations. Aracruz Trading agrees and undertakes, before the
Collateral Agent and to the exclusive benefit of the Lenders, during the term
of effectiveness of this Agreement, to:


 


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(a)
upon the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an automatic
acceleration event occurs under Section 9.1(e), (f) or (g) of the Credit
Agreement or upon the occurrence of any other Event of Default to the extent
that the Administrative Agent (upon request of the Majority Lenders) declares
the acceleration of all amounts due thereunder, which shall be evidenced by
means of a written notice sent to the Collateral Agent (together with copy of
the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), promptly upon receipt, to forward any payment to the
Collateral Agent of all rights related to the Pledged Credit Rights;


 


(b)
upon the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an automatic
acceleration event occurs under Section 9.1(e), (f) or (g) of the Credit
Agreement or upon the occurrence of any other Event of Default to the extent
that the Administrative Agent (upon request of the Majority Lenders) declares
the acceleration of all amounts due thereunder, which shall be evidenced by
means of a written notice sent to the Collateral Agent (together with copy of
the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), comply with any and all instructions transmitted by
the Collateral Agent in relation to this Agreement;


 


(c)
at any time and from time to time, upon written request of the Collateral Agent
and at the exclusive expense of Aracruz Trading, perform any and all reasonable
actions, as well as execute and deliver to the Collateral Agent, no later than
ten (10) Business Days as from such request, all additional instruments and
documents reasonably required to perfect and preserve the security interest
granted pursuant to this Agreement;


 


(d)
notify the Collateral Agent, no later than three (3) Business Days, of the
occurrence of any event that results in violation or inaccuracy of any of the
representations made in Section 5.1 above. Aracruz Trading further agrees to
take all actions required or that the Collateral Agent may require in order to
maintain the representations and warranties made by Aracruz Trading under this
Agreement true and correct until all Secured Obligations are paid in full, and
the security interest is released pursuant to the terms of this Agreement;


 


(e)
at any time and from time to time, upon written request of the Collateral Agent
and at the exclusive expense of Aracruz Trading, provide to the Collateral
Agent, no later than ten (10) Business Days as from such request, all
information and evidencing documents related to the Pledged Credit Rights that
the Collateral Agent may reasonably request;


 


(f)
not to create, incur or permit the creation of any liens or options in favor or
upon request of any person other than the Collateral Agent, acting on behalf of
the Lenders, regarding the Pledged Credit Rights or any rights thereon, except
for the pledge


 


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created
in this Agreement; nor to sell, assign, transfer, exchange, or otherwise
dispose of the Pledged Credit Rights, except upon prior and written
authorization of the Collateral Agent or as otherwise permitted under the
Credit Agreement;


 


(g)
pay, before the imposition of any fines, penalties, interest or expenses, all
taxes, contributions or other charges, levied on the Pledged Credit Rights
currently or in the future, and pay or cause to be paid all claims that, if not
paid, may reasonably result in the creation of a lien;


 


(h)
not to execute or allow the execution of any agreement that may restrict or
reduce the rights or capacity of the Collateral Agent to dispose of the Pledged
Credit Rights or any portion thereof, except upon the prior and express
authorization of the Collateral Agent;


 


(i)
defend the security interest, the ownership and interests of Lenders in
relation to the Pledged Credit Rights against any claims or demands by third
parties;


 


(j)
promptly (and, in any event, within seven (7) Business Days) after Aracruz
Trading’s knowledge thereof, give to the Collateral Agent notice of any litigation,
claim, investigation, arbitration, other proceeding or controversy pending or,
to its knowledge, threatened involving or relating to the Pledged Credit
Rights; and


 


(k)
in case Aracruz Trading receives amounts directly from Aracruz, pursuant to the
Export Finance Agreement that is not entitled to receive and is not otherwise
used in accordance or permitted pursuant to the Credit Agreement, it shall
receive such amounts for purposes of articles 627 et seq. of the Brazilian
Civil Code, as a depositary of such amounts, hereby agreeing to communicate
such receipt and to transfer such amount to the Collateral Agent, no later than
five (5) Business Days from its receipt, without any deduction, withholding or
discount.


 


ARTICLE VII

FORECLOSURE AND COLLECTION


 


Section
7.1 Foreclosure and Collection. (a) Without prejudice of previous
provisions, upon the occurrence and during the continuance (subject to the
applicable cure periods set forth in the Credit Agreement, if any) of an Event
of Default under Section 9.1(a) of the Credit Agreement, or to the extent that
an automatic acceleration event occurs under the Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), the Collateral Agent is hereby
irrevocably and irretrievably, authorized and qualified to, in name and to the
exclusive benefit of the Lenders, sell, collect and/or receive, and it may
immediately dispose of the Pledged Credit Rights (in whole or in part), for the
prices, terms and conditions it may understand appropriate in accordance with


 


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applicable
law and the provisions of article 1,433, item IV, of the Brazilian Civil Code,
and use and apply the proceeds therefrom to pay the Secured Obligations, as
provided for in the Credit Agreement.


 


(b)
In accordance with the provisions of articles 684 and 1,433 of the Brazilian
Civil Code and as a mean to perform the obligations herein agreed, Aracruz
Trading irrevocably and irretrievably appoints the Collateral Agent as its
attorney-in-fact and for this purpose it has executed and delivered to the
Collateral Agent on the date hereof a power of attorney substantially in the
form of Exhibit D hereof. Aracruz Trading undertakes to deliver a power of
attorney with the same content to any successor of the Collateral Agent
appointed pursuant to the Credit Agreement and, as it may be reasonably
required pursuant to applicable law, whenever necessary to secure that the
Collateral Agent has the powers required to perform the actions and exercise
the rights herein provided for.


 


(c)
No action performed or omitted by the Collateral Agent in relation to the
Pledged Credit Rights shall give rise to any right of defense, counterclaim or
compensation in favor of Aracruz Trading or any claim or proceeding against the
Collateral Agent, except in case of gross negligence or willful misconduct by
the Collateral Agent.


 


(d)
Aracruz Trading must indemnify and hold harmless the Collateral Agent, its
members, executive officers, employees and agents (each of whom an “Indemnified
Person”) against any losses, liabilities and expenses, including but not
limited to attorneys’ fees, expenses and out-of-pocket expenses related to or
resulting from (i) the execution of this Agreement, the performance by the
parties of their respective obligations and the consummation of the transaction
contemplated herein; and (ii) any lawsuit, controversy, investigation or
proceeding, current or future, related to any of the provisions of this
Agreement, either grounded in contractual liability, tort or any other action,
irrespective of the Indemnified Person being or not a party to this Agreement.
The provisions of this Section shall not apply to cases in which such losses,
liabilities and expenses result from gross negligence or willful misconduct of
the Indemnified Person, as determined by a final judicial decision, issued by a
competent court.


 


ARTICLE VIII

USE OF PROCEEDS


 


Section
8.1 Use of Proceeds. Any amounts received by the Collateral Agent,
acting on behalf of the Majority Lenders, as a result of the enforcement of
this Agreement shall be applied towards the payment of the Secured Obligations,
as provided for in the Credit Agreement, without prejudice of the right of
creditors to collect from Aracruz Trading any potential outstanding balance.


 


ARTICLE IX

EXERCISE OF RIGHTS AND JUDICIAL REMEDIES


 


Section
9.1 Exercise of Rights and Judicial Remedies. (a) In exercising its
rights and remedies against Aracruz Trading under this Agreement, the
Collateral Agent may, but


 


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shall
not be obliged to (except if required by applicable legislation) exercise all
rights and remedies granted to it by law and this Agreement against any third
parties or in relation to any security interest or offsetting right regarding
the Secured Obligations. Any omission by the Collateral Agent (directly or by
means of any of its respective agents, successors or assigns) in exercising
such rights or remedies, in collecting any payments, foreclosing any
guarantees, personal or in rem, shall not release Aracruz Trading from any
liabilities resulting from the law or this Agreement and shall not impair,
reduce or otherwise affect the Collateral Agent’s rights and remedies, both
expressed or implied.


 


(b)
The filing, by the Collateral Agent, in name and to the exclusive benefit of
the Lenders, of any lawsuit or proceeding to judicially enforce the pledge
herein created shall not affect anyhow the right of the Collateral Agent to, in
name and to the exclusive benefit of the Lenders, file any other judicial
proceeding based on the Credit Agreement or any other related document, with
the purpose of judicially enforcing other guarantees that may have been given
to Lenders under those documents, and the parties agree that if Aracruz Trading
or Aracruz fail to perform any of its obligations under the Credit Agreement,
the Collateral Agent, in name and to the exclusive benefit of the Lenders shall
be entitled to take any measures, judicial or not, it may deem appropriate to
defend the rights of Lenders, it being entitled to file any appropriate
judicial or extrajudicial proceedings, either to foreclose guarantees, or
simply to execute Aracruz Trading or Aracruz, all irrespective of the amount of
the guarantees given to Lenders and the date they were given.


 


ARTICLE X

TERMINATION AND RELEASE


 


Section
10.1 Termination and Release. This Agreement constitutes a continuous
security interest over the Pledged Credit Rights and shall remain in full force
and effect until the Secured Obligations have been fully satisfied, when it
shall be terminated by operation of law and the security interest herein
created shall be released at the expenses of Aracruz Trading. The release of
the security interest herein created and evidenced shall only be valid if
executed by the Collateral Agent, who shall, upon request and at the expenses
of Aracruz Trading, execute and deliver all documents reasonably required to
evidence the termination of this Agreement and the consequent definitive and
unconditional release of the security interest.


 


ARTICLE XI

MISCELLANEOUS


 


Section
11.1 Cumulative Rights. The rights, powers and remedies of the
Collateral Agent under this Agreement are cumulative and additional to the
rights, powers and remedies available to the Collateral Agent under the Credit
Agreement, the law or in equity and may be successively or concomitantly
exercised, without prejudice to any other right, power or remedy as a result of
the exercise of any other right, power or remedy.


 


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Section
11.2 Other Security Interests. The pledge created under this Agreement
shall be in addition to and irrespective of any other guarantee or security
interest that the Collateral Agent or the Lenders (either jointly or
individually) are beneficiaries, from time to time, in relation to the Secured
Obligations.


 


Section
11.3 Notices and Communications. Any notice or communication required or
permitted under this Account Pledge Agreement shall be made in writing and
shall be deemed served and made if sent by facsimile (with confirmation of
receipt), personal delivery or mail with evidence of receipt thereof (“AR”)
to the address indicated in writing by the party to which it shall be sent and
shall be deemed effective on the date of receipt thereof. Before accepting and
complying with the terms of any communication sent via facsimile, the party
receiving such communication is entitled (but not obliged) to contact the
sender, via telephone or otherwise, in order to confirm its authenticity.
Unless the parties have received a notice otherwise, such communications or
notices shall be sent to the following addresses:


 


If
to the Collateral Agent:


 


BNY
MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.


Av.
Pres. Juscelino Kubitschek 1455, 6o andar


04543-011


São
Paulo, SP


Brazil


Att:
Sra. Soraya Lysenko


Telephone:
(55 11) 3050-8370


Fax:
(55 11) 3050-8002


E-mail:
slysenko@bnymellon.com.br


 


If
to Aracruz Trading:


 


ARACRUZ
TRADING INTERNATIONAL LTD.


2161
Csomád, Akácos út 10-11


Hungary


Att.:
[·]


Telephone:
([·])


Fax:
([·])


E-mail:
[·]


 


Section
11.4 Waivers and Amendments. No amendment to any of the provisions of
this Agreement (including any waiver or consent) shall be valid unless it is
made in writing and executed by all the parties hereof.


 


Section
11.5 Transfer, Assignment under the Credit Agreement. In case any of the
Lenders transfers or assigns its credit right, in whole or in part, under the
Credit


 


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Agreement,
the assignee of such credit right shall execute and deliver to the Collateral
Agent a power of attorney substantially in the form of Exhibit E hereof in
order to reflect the necessary amendments to this Agreement and grant the
Collateral Agent with the necessary powers to act as collateral agent and
representative of such assignee under this Agreement.


 


Section
11.6 Severability. In case any provision of this Agreement is deemed
null, unlawful or unenforceable under the applicable laws, such provision shall
be deemed excluded from this Agreement and shall not affect any of the other
provisions herein. To replace any excluded provision, the parties shall
negotiate a similar provision reproducing their original intent, as permitted
by the applicable legislation.


 


Section
11.7 Entire Agreement; Successors and Assigns. This Agreement contains
all the understandings of the parties in relation to the subject-matters
herein, and shall be binding upon the parties and their respective successors
and permitted assigns, on any account.


 


Section
11.8 Governing Law; Jurisdiction. This Agreement shall be governed and
interpreted in accordance with the laws of the Federative Republic of Brazil.
The parties hereof irrevocably and irretrievably agree to submit to the
competent courts of the city of São Paulo, in the State of São Paulo, Brazil,
any demand or controversies resulting from this Agreement with express waiver
to any other court, no matter how privileged it may be.


 


Section
11.9 Representative. In accordance with the provisions of articles 653
and 684 of the Brazilian Civil Code, and as a means to perform the acts
mentioned below, Aracruz Trading hereby irrevocably appoints and constitutes
Aracruz as its true and lawful attorney-in-fact in order to act in its name,
place and stead, in connection with the following acts: (i) to accept, in
compliance with article 215 of Brazilian Code of Civil Procedure, on its
behalf, service of copies of the summons and complaint and any other process
that may be served in any such suit, action or proceeding brought in Brazil, (ii)
to represent Aracruz Trading in Brazil before third parties in general,
including, but not limited to, any governmental authority, and (iii) to
represent Aracruz Trading or to take any action with respect to matters
involving collection suits in Brazil in general, and agrees that the failure of
Aracruz to give any notice of any such service of process to it shall not
impair or affect the validity of such service or, to the extent permitted by
applicable law, the enforcement of any judgment based thereon. Such appointment
shall be irrevocable until all Secured Obligations have been fully satisfied
(according to Section 11.11 below), except that if for any reason Aracruz
appointed hereby ceases to be able to act as such, then Aracruz Trading shall,
by an instrument reasonably satisfactory to the Collateral Agent, appoint
another individual or legal person, in São Paulo, Brazil, subject to the
approval (which approval shall not be unreasonably withheld) of the Collateral
Agent, acting on behalf of the Lenders. Aracruz Trading covenants and agrees
that it shall take any and all reasonable action, including the execution and
filing of any and all documents, that may be necessary to continue the
designation of an attorney-in-fact pursuant to this Section in full force and
effect and to cause such attorney-in-fact to act as such.


 


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Section
11.10 Enforcement. This Agreement constitutes an extrajudicial execution
instrument (título executivo extrajudicial)  in accordance with provisions of items II
and III of article 585 of the Brazilian Code of Civil Procedure.


 


Section
11.11 Effectiveness. This Agreement shall become effective on the date
hereof and remain in full force and effect until all Secured Obligations have
been fully satisfied and the Lenders, shall then release the pledge, as
provided for in Section 10.1 above.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Note Pledge Agreement to
be duly executed and delivered as of the day and year first above written.


 


	
   

  	
   

  	
  ARACRUZ
  TRADING INTERNATIONAL LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Witnesses:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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  ID:

  	
   

  



 
















 


	
   

  	
   

  	
  BNY
  MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
  S.A., as the Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Acknowledged
  as of [date] by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARACRUZ
  CELULOSE S.A.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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EXHIBIT A

to the Note Pledge Agreement


 


DESCRIPTION OF THE CREDIT RIGHTS


 

















 


EXHIBIT B

to the Note Pledge Agreement


 


FORM OF AMENDMENT TO THE NOTE PLEDGE AGREEMENT


 


[·] AMENDMENT TO THE NOTE PLEDGE AGREEMENT, dated as
of [·], [·] (as it may be amended from time to time, this “Amendment”),
among:


 


(a)
ARACRUZ TRADING INTERNATIONAL LTD., a company duly organized and existing under
the laws of the Republic of Hungary, headquartered at 2161 Csomád, Akácos út
10-11, Hungary, enrolled with the Court of Registration under No. 13-09-107520,
herein represented by its legal representatives in accordance with its by-laws
(“Aracruz Trading”); and


 


(b)
BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
S.A., a financial institution headquartered at Avenida Presidente Wilson, 231,
11th Floor, city of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled
with the General Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61,
herein represented by its representatives in accordance with its by laws,
acting herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading, under the Export Prepayment Facility Agreement and Secured
Loan (the “Credit Agreement”), dated as of May 13, 2009, executed among
Aracruz Trading, Aracruz Celulose S.A., Alícia Papéis S.A., Aracruz Celulose
(USA), Inc. and the following Lenders: Banco Itaú BBA S.A. - Nassau Branch, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú
BBA”), Banco Santander, S.A., a financial institution duly organized and
validly existing under the laws of Spain, headquartered at [·], in [·] (“Santander”),
Banco Santander, S.A., Grand Cayman Branch, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander Cayman”),
Barclays Bank plc, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution duly organized and validly existing under the laws of[·], headquartered at [·], in [·] (“BNP”),
Calyon, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·] (“Calyon”),
Citibank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Citibank”), Deutsche Bank AG - London
Branch, a financial institution duly organized and validly existing under the
laws of Germany, headquartered at [·], in [·], acting through its London Branch, located at [·] (“DB”), Goldman Sachs Bank (Europe) Plc, a
financial institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“GS”),
HSBC Bank Brasil S.A. - Banco Múltiplo, Grand Cayman Branch, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located


 

















 


at
[·] (“HSBC”), JP Morgan
Chase Bank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“JP Morgan”), Merrill Lynch Credit
Products, LLC, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria
S.A., a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·], (“Lehman”).


 


RECITALS


 


WHEREAS,
on [·], 2009, the parties hereto
entered into a Note Pledge Agreement (as it may be amended from time to time,
the “Agreement”) registered with the [·] Registry of Titles and Deeds (Registro
de Títulos e Documentos)  of
the city of [·] under No. [·]; and


 


WHEREAS,
pursuant to the terms hereof, the parties hereto have agreed to amend the
Agreement in order to grant to the Collateral Agent, acting as representative
and for the exclusive benefit of the Lenders, to the extent permitted under the
applicable law, a perfected first priority security interest in the Additional
Credit Rights and any proceeds thereof (collectively, the “Additional Credit
Rights”).


 


NOW,
THEREFORE, the parties hereto enter into this Amendment under the following
terms and conditions:


 


1.
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.


 


2.
Aracruz Trading hereby pledges to the Collateral Agent, acting on behalf and
for the exclusive benefit of the Lenders, pursuant to the provisions of
articles 1,431 et seq. of the Brazilian Civil Code, all Additional Credit
Rights listed in Annex 1 attached hereto (and which were not contained in the
original Exhibit A of the Agreement or in any Amendment thereof) and the
proceeds thereof, if any, intending that all rights and obligations of the
parties under the Agreement shall apply mutatis
mutandis to the Additional Credit Rights and the proceeds thereof,
if any, pledged hereunder (and such Additional Credit Rights and proceeds
thereof shall be deemed Pledged Credit Rights for all purposes of the
Agreement).


 


3.
Aracruz Trading hereby represents and warrants to the Collateral Agent, acting
on behalf and for the exclusive benefit of the Lenders, that:


 


2

















 


(a)
this Amendment is a legal, valid and binding obligation of Aracruz Trading and
enforceable against Aracruz Trading in accordance with its terms and the
execution, delivery, performance and grant of the security interest pursuant to
this Amendment have been duly authorized by all necessary corporate action on
the part of Aracruz Trading and do not and will not (i) violate any provision
of the by-laws of Aracruz Trading, (ii) conflict with, result in a breach of,
or constitute (or, with the giving of notice or lapse of time or both, would
constitute) a default under any material contractual obligation of Aracruz
Trading, or violate any applicable law, or (iii) result in the creation or
imposition of any lien upon any asset of Aracruz Trading or any income or
profits therefrom, except for the lien created hereby; and


 


(b)
Aracruz Trading owns all right, title and interest in, to and under all of the
Additional Credit Rights, subject to no lien or encumbrance, other than those
created hereby.


 


4.
All provisions of the Agreement not amended or modified herein shall remain in
full force and effect in accordance with the terms of the Agreement.


 


5.
This Amendment shall be governed by and interpreted in accordance with the laws
of the Federative Republic of Brazil. The Parties hereof irrevocably and
irretrievably agree to submit to the competent courts of the city of São Paulo,
in the State of São Paulo, Brazil, any demand or controversies resulting from
this Amendment with the express waiver of any other court, no matter how
privileged it may be.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 


3

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Note Pledge Agreement to
be duly executed and delivered as of the day and year first above written.


 


	
   

  	
   

  	
  ARACRUZ
  TRADING INTERNATIONAL LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  ID:

  	
   

  



 

















 


	
   

  	
   

  	
  BNY
  MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS
  S.A., as the Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Acknowledged
  as of [date] by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARACRUZ
  CELULOSE S.A.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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ANNEX 1

to the [·] Amendment to the Note
Pledge Agreement


 


DESCRIPTION OF ADDITIONAL CREDIT RIGHTS


 

















 


EXHIBIT C

to the Note Pledge Agreement


 


FORM OF THE ARACRUZ’S CONSENT LETTER


 


[Letterhead of Aracruz Trading International Ltd.]


 


[date]


 


To:                   Aracruz Celulose S.A.
 [address]

Att.: [·]


 


C/C:   BNY Mellon Serviços Financeiros
Distribuidora de Títulos e Valores Mobiliários S.A.


 


Dear
Sirs,


 


Reference
is made to the Export Finance Agreement dated as of [·] (the “Export Finance Agreement”), executed
in connection with a certain Export Prepayment Facility Agreement and Secured
Loan dated as of May 13, 2009, among Aracruz Trading International Ltd.,
Aracruz Celulose S.A. and the other guarantors party thereto, and each of the
lenders party thereto (the “Lenders”).


 


We
hereby give you notice that through the Note Pledge Agreement dated as of [·], 2009 (hereinafter referred to as “Agreement”),
we have pledged to BNY Mellon Serviços Financeiros Distribuidora de Títulos e
Valores Mobiliários S.A., as collateral agent, its successors and permitted
assigns, acting as representative and for the exclusive benefit of the Lenders
(hereinafter referred to as “Collateral Agent”), all our present and
future credit rights, rights to revenues, claims, other receivables arising out
of or in connection with the Export Finance Agreement (hereinafter generally referred
to as “Credit Rights”).


 


You
are hereby required to deposit any and all amounts due under the Export Finance
Agreement, after [date]  at
bank account No. [·] held by us at
[branch], [bank].


 


We
kindly ask you to please acknowledge receipt of this notice by signing and
sending it to our attention, with a copy to the Collateral Agent.


 


This
letter shall be governed by and construed in accordance with Brazilian law.


 




	
  Yours faithfully,

  
	
   

  
	
   

  
	
   

  
	
  Aracruz Trading International Ltd.

  






 

















 


	
  Acknowledged
  and Agreed as of [date]:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Aracruz
  Celulose S.A.

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  



 

















 


EXHIBIT D

to the Note Pledge Agreement


 


FORM OF POWER OF ATTORNEY

(as per Section 7.1(b))


 


By
this power of attorney, ARACRUZ TRADING INTERNATIONAL LTD., a company duly
organized and existing under the laws of the Republic of Hungary, headquartered
at 2161 Csomád, Akácos út 10-11, Hungary, enrolled with the Court of
Registration under No. 13-09-107520, herein represented by its legal
representatives in accordance with its by-laws (“Aracruz Trading” or “Grantor”),
irrevocably and irretrievably appoints and constitutes BNY MELLON SERVIÇOS
FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial
institution headquartered at Avenida Presidente Wilson, 231, 11th Floor, city
of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled with the General
Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61, acting herein in the
capacity of collateral agent and representative (in such capacity, together
with its successors in such capacity, the “Collateral Agent”) of certain
creditors (each such creditor being referred to as a “Lender”) of
Aracruz Trading, under the Export Prepayment Facility Agreement and Secured
Loan (the “Credit Agreement”), dated as of May 13, 2009, its lawful
attorney-in-fact, acting on its behalf, to the greatest extent permitted by law
and subject to the terms of the Credit Agreement, to perform all actions, of whatever
nature, either required or convenient, in relation to the Note Pledge Agreement
(the “Agreement”), dated as of [·], 2009,
executed among Aracruz Trading and the Collateral Agent, including, but not
limited to:


 


(a)
upon the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an automatic
acceleration event occurs under Section 9.1(e), (f) or (g) of the Credit
Agreement or upon the occurrence of any other Event of Default to the extent
that the Administrative Agent (upon request of the Majority Lenders) declares
the acceleration of all amounts due thereunder, which shall be evidenced by
means of a written notice sent to the Collateral Agent (together with copy of
the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), sell, collect and/or receive and immediately dispose
of the Pledged Credit Rights (in whole or in part), for the prices, terms and
conditions it may understand appropriate, but in compliance with applicable
laws, in accordance with applicable law and the provisions of article 1,433,
items IV and V of the Brazilian Civil Code; use or apply the proceeds therefrom
to pay the Secured Obligations as provided in the Credit Agreement, being the
Collateral Agent vested with all powers required to the full and correct
fulfillment of this power of attorney;


 


(b)
upon the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an automatic
acceleration event occurs under Section 9.1(e), (f) or (g) of the Credit
Agreement or upon the occurrence of any other Event of Default to the extent
that the Administrative Agent (upon request of the


 

















 


Majority
Lenders) declares the acceleration of all amounts due thereunder, which shall
be evidenced by means of a written notice sent to the Collateral Agent
(together with copy of the notice sent by the Administrative Agent, as required
pursuant to Section 9.1 of the Credit Agreement), perform all actions required
to receive all profits, income, cash, rights, distributions, interests and all
other amounts paid, received or otherwise thereafter distributed in relation to
the Pledged Credit Rights, using such proceeds to pay the Secured Obligations
as provided for in the Credit Agreement;


 


(c)
upon the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an automatic
acceleration event occurs under Section 9.1(e), (f) or (g) of the Credit
Agreement or upon the occurrence of any other Event of Default to the extent
that the Administrative Agent (upon request of the Majority Lenders) declares
the acceleration of all amounts due thereunder, which shall be evidenced by
means of a written notice sent to the Collateral Agent (together with copy of
the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), subject to applicable laws, buy foreign currency and
remit such currency abroad, to the extent required for the payment of the
Secured Obligations, it being authorized, for this purpose, to perform all
related actions, including but not limited to, execute foreign exchange
contracts and any other instruments or contracts, as well as to represent
Grantor before the Central Bank of Brazil and any banks or financial
institutions located in Brazil;


 


(d)
upon the occurrence and during the continuance subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an automatic
acceleration event occurs under Section 9.1(e), (f) or (g) of the Credit
Agreement or upon the occurrence of any other Event of Default to the extent
that the Administrative Agent (upon request of the Majority Lenders) declares
the acceleration of all amounts due thereunder, which shall be evidenced by
means of a written notice sent to the Collateral Agent (together with copy of
the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), subject to applicable law, represent the Grantor
before third parties and any government agencies or authorities of Federal,
State and Local levels, including, but not limited to Registries of Titles and
Deeds, Protest Offices, banking institutions, the Brazilian Internal Revenue
Service and all respective sections, departments and divisions thereof;


 


(e)
upon the occurrence and during the continuance (subject to the applicable cure
periods set forth in the Credit Agreement, if any) of an Event of Default under
Section 9.1(a) of the Credit Agreement, or to the extent that an automatic
acceleration event occurs under Section 9.1(e), (f) or (g) of the Credit
Agreement or upon the occurrence of any other Event of Default to the extent
that the Administrative Agent (upon request of the Majority Lenders) declares
the acceleration of all amounts due thereunder, which shall be evidenced by
means of a written notice sent to the Collateral Agent (together with copy of
the notice sent by the Administrative Agent, as required pursuant to Section 9.1
of the Credit Agreement), perform all actions and execute any instruments
compatible with the


 


2

















 


terms
and conditions of the Agreement, as the Collateral Agent may deem reasonably
necessary for the enforcement of the security interest granted pursuant to the
Agreement;


 


(f)
irrespective of the occurrence of an Event of Default, make any filing with
Registry of Titles and Documents or with the custodian, or any other act that
may be required pursuant to applicable law after the date hereof, for the
perfection of the security interest over the Pledged Credit Rights, as provided
for in the Agreement; and


 


(g)
substitute the powers herein granted or revoke any substitution that may have
been granted of these same powers to exercise the rights provided for in the
Agreement.


 


Any
notice transmitted by the Collateral Agent communicating the occurrence,
continuance or termination of an Event of Default shall be conclusive in
relation to Grantor and any and all third parties in the absence of a clear
mistake.


 


Terms
initialized by capital letters used herein but not herein defined shall have
the meaning ascribed to them in the Agreement.


 


This
power of attorney is irrevocably and irretrievably granted as a condition to
the Agreement as a mean for the performance of the obligations agreed therein,
in accordance with the provisions of articles 684 and 685 of the Brazilian
Civil Code and shall be valid, effective and remain in force until the
termination of the Agreement in accordance with the terms and conditions
thereof.


 


The
duly authorized representatives of the Grantor have executed this power of attorney
as of [·], 2009.


 




	
   

  
	
   

  
	
  ARACRUZ TRADING INTERNATIONAL LTD.

  






 


3

















 


EXHIBIT E

to the Note Pledge Agreement


 


FORM OF POWER OF ATTORNEY

(as per Section 11.5)


 


By
this power of attorney, [ASSIGNEE],
a company duly organized and validly existing under the laws
of [·], headquartered at [·], in [·], herein
represented by its legal representatives in accordance with its by-laws (“Grantor”),
hereby appoints and constitutes BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA
DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution headquartered at
Avenida Presidente Wilson, 231, 11th Floor, city of Rio de Janeiro, State of
Rio de Janeiro, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 02.201.501/0001-61 (together with any of its successor, the “Collateral
Agent”), as Grantor’s lawful attorney-in-fact, to the greatest extent
permitted by law, to act as Grantor’s collateral agent and representative under
the Note Pledge Agreement dated [·], 2009,
executed among the Collateral Agent and Aracruz Celulose S.A., a company duly
organized and validly existing under the laws of Brazil, headquartered at
Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz, State of
Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 42.157.511/0001-61 (the “Agreement”), in connection with a
certain Export Prepayment Facility Agreement and Secured Loan (the “Credit
Agreement”), dated as of May 13, 2009, and to take any and all applicable
measures and actions, of whatever nature, either required or convenient, in
relation to, and subject to the terms and conditions of, the Agreement,
including, but not limited to, amend the Agreement in connection with the
[transfer/assignment] of credit under the Credit Agreement as per the [name of
instrument], dated
as of [·], by means of which [name of
bank]  assigned
to Grantor [amount]  of
its credit right thereunder, and to execute any and all necessary documents
accordingly.


 


This
power of attorney shall be valid, effective and remain in full force until all
Secured Obligations have been fully satisfied under the Agreement in accordance
with the terms and conditions thereof.


 


Terms
initialized by capital letters used herein but not herein defined shall have
the meaning ascribed to them in the Agreement.


 


The
Collateral Agent may delegate (substabelecer), in whole or in part, the powers hereunder conferred
upon it.


 


The
duly authorized representatives of Grantor have executed this power of attorney
as of [·], 2009.


 




	
   

  
	
   

  
	
  [ASSIGNEE]

  






 

















 


EXHIBIT J

to Export Prepayment Facility Agreement and Secured Loan


 


INTERCREDITOR AGREEMENT


 


INTERCREDITOR
AGREEMENT (as amended, restated or novated from time to time, this “Agreement”),
dated as of [·], 2009, by and
among (a) Aracruz Celulose S.A. (“Aracruz Celulose”), (b) Aracruz
Trading International Ltd. (“Aracruz Trading”), (c) Alícia Papéis (“Alicia”),
(d) Aracruz Celulose (USA), Inc., (“Aracruz USA Inc.”), (e) Deutsche
Bank Trust Company Americas, as administrative agent for the Lenders party to
the EPF and Secured Loan Agreement (as defined below) (in such capacity,
together with its successors in such capacity, the “Administrative Agent”),
(f) The Bank of New York Mellon, as collateral agent (in such capacity,
together with its successors in such capacity, the “U.S. Collateral Agent”),
(g) BNY Mellon Serviços Financeiros Distribuidora de Títulos e Valores
Mobiliários S.A. (in such capacity, together with its successors in such
capacity, the “Brazil Collateral Agent”) and (h) each Additional
Administrative Agent (as defined below) and Additional Bilateral Lender (as
defined below) in each case that becomes a party to this Agreement pursuant to Section
7.1.


 


RECITALS


 


WHEREAS,
pursuant to that certain Export Prepayment Facility Agreement and Secured Loan,
dated as of May 13, 2009 (the “EPF and Secured Loan Agreement”), the
Lenders party thereto have agreed, subject to the terms and conditions thereof,
to make a loan or extend credit in the form of a loan in an aggregate principal
amount of U.S.$ [·] to Aracruz
Trading to refinance the existing obligations of Aracruz Trading and/or its
parent company, Aracruz Celulose, to such Lenders and/or their Affiliates;


 


WHEREAS,
Aracruz Celulose and each of the Subsidiaries of Aracruz Celulose that are
party to the EPF and Secured Loan Agreement have agreed to guarantee Aracruz
Trading’s performance of its obligations under the EPF and Secured Loan
Agreement (in each case, together with any Subsidiaries that become guarantors
pursuant to the EPF and Secured Loan Agreement, Aracruz Celulose and any
successors of Aracruz Celulose or such Persons, the “Guarantors”);


 


WHEREAS,
pursuant to Section 8.21 of the EPF and Secured Loan Agreement, the Obligors
(as defined below) may incur Subsequently Issued Pari-Passu Refinancing Debt in
compliance with the conditions set forth in the EPF and Secured Loan Agreement;


 


WHEREAS,
the obligations of the Obligors under the Loan Documents are secured by the
Collateral;


 


WHEREAS,
the Collateral Agents (as defined below) have been appointed under the EPF and
Secured Loan Agreement and will administer, enforce and foreclose upon the
Collateral in accordance with the terms of this Agreement and the Collateral
Documents (as defined below);


 


WHEREAS,
the EPF and Secured Loan Agreement provides that any Subsequently Issued
Pari-Passu Refinancing Debt secured by the Collateral must be subject to this
Agreement; and


 
















 


WHEREAS,
the parties desire to enter into this Agreement to set forth among other things
their respective rights and priorities with respect to the Collateral.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:


 


SECTION
1. Definitions.


 


(a)
As used herein the following terms shall have the following respective
meanings:


 


“Acceding
Party” means each party named as such in an Accession Agreement.


 


“Accession
Agreement” means an agreement in substantially the form of Schedule 1
hereto.


 


“Account
Control Agreements” means the U.S. Account Control Agreement and the Brazil
Account Pledge Agreement (as such terms are defined under the EPF and Secured
Loan Agreement).


 


“Additional
Administrative Agent” means any administrative agent under any Refinancing
Agreement.


 


“Additional
Bilateral Lender” means any Lender party to any Refinancing Agreement
pursuant to which there is no administrative agent.


 


“Additional
Lender” means any Lender party to any Refinancing Agreement.


 


“Administrative
Agent” has the meaning set forth in the preamble.


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a
director or officer of such Person. For purposes of this definition, the term “control”
(including the terms “controlling,” “controlled by” and “under common control
with”) of a Person shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Capital Stock, by contract or otherwise; provided, however, that neither of the
Agents nor any Lender nor any Affiliate thereof shall, as a result of its
acting as such, be considered an Affiliate of Aracruz Celulose or any of its
Affiliates.


 


“Agents”
means the Administrative Agent and the Collateral Agents collectively.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Aggregate
Required Interest Holders” means, at any time, creditors holding at least
50.1% of the sum of the Voting Interests.


 


“Alicia”
has the meaning set forth in the preamble.


 


J-2

















 


“Aracruz
Note Pledge Agreement” means the Note Pledge Agreement, dated [·], 2009, between Aracruz Celulose and the Brazil
Collateral Agent.


 


“Alicia
Share Pledge Agreement” means the Share Pledge Agreement, dated [·], 2009 among Aracruz Celulose, Aracruz Celulose,
Ara Pulp - Comércio de Importação e Exportação, Unipessoal Ltda., the
Administrative Agent and the Brazil Collateral Agent.


 


“Aracruz
Celulose” has the meaning set forth in the preamble.


 


“Aracruz
Intercompany Notes” means the notes issued by Aracruz Celulose to the
Borrower, evidencing the U.S.$[·] million
intercompany debt of Aracruz Celulose to the Borrower, pledged to the Brazil
Collateral Agent for the benefit of the Lenders pursuant to the Aracruz Note
Pledge Agreement.


 


“Aracruz
Party” means Aracruz Celulose and each of its Subsidiaries.


 


“Aracruz
Share Pledge Agreement” means the Share Pledge Agreement, dated [·], 2009 among Arapar S.A., São Teófilo Representação
e Participações S.A., Aracruz Celulose and the Brazil Collateral Agent.


 


“Aracruz
Trading” has the meaning set forth in the preamble.


 


“Aracruz
USA Inc.” has the meaning set forth in the preamble.


 


“Barra
do Riacho Security Documents” means the mortgage documents and public deeds
required to perfect a first priority security interest of the Brazilian
Sub-Collateral Agent on behalf of the Lenders party to the EPF and Secured Loan
Agreement in the Barra do Riacho Collateral (as such term is defined under the
EPF and Secured Loan Agreement).


 


“Borrowers”
means, collectively, with respect to the EPF and Secured Loan Agreement,
Aracruz Trading and, with respect to any Subsequently Issued Pari-Passu
Refinancing Debt, Aracruz Trading or any Guarantor (other than Alicia), as
applicable.


 


“Brazil
Collateral Agent” has the meaning set forth in the preamble.


 


“Brazilian
Collateral” means the Aracruz Shares, the Alicia Shares, the Aracruz
Intercompany Notes, the Barra do Riacho Collateral, any Debt Service Reserve
Account maintained in Brazil and all proceeds thereof (as such capitalized
terms are defined in the EPF and Secured Loan Agreement).


 


“Business
Day” means a day (other than Saturday or Sunday) on which commercial banks
are not authorized or required to close in New York City, New York or São
Paulo, Brazil.


 


“Capital
Stock” means, as to any Person, any and all shares, interests,
participations, quotas or other equivalents (however designated) of capital
stock of, and any and all ownership interests in, such Person, and any and all
warrants, options or other rights to purchase or exchange any of the foregoing.


 


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“Collateral”
means, collectively, the Brazilian Collateral and the U.S. Collateral.


 


“Collateral
Agents” means the U.S. Collateral Agent and the Brazil Collateral Agent.


 


“Collateral
Documents” means the Aracruz Share Pledge Agreement, the Barra do Riacho
Security Documents, the Brazil Account Control Agreement, the Alicia Share
Pledge Agreement, the U.S. Account Control Agreement, the U.S. Security
Agreement (as such terms are defined under the EFP and Secured Loan Agreement)
and any other security or pledge agreement or mortgages delivered pursuant to the
Financing Agreements.


 


“Default”
means an event that (with notice, lapse of time or both) would become an Event
of Default, as “Event of Default” is defined in the EFP and Secured Loan
Agreement and/or in any Refinancing Agreement.


 


“Default
Action” means, during the continuance of an Event of Default under any
Financing Agreement, and in accordance with the provisions of such Financing
Agreement, any action taken by one or more Secured Parties pursuant to such
Financing Agreement to (a) terminate any commitment to extend credit to any
Borrower under any Financing Agreement to which such Secured Parties are
parties and/or (b) declare the principal of, interest on or other amounts with
respect to the Obligations owing to them to be due and payable prior to the
stated maturity thereof, in each case in accordance with the applicable
Financing Agreements, and/or (c) to commence and prosecute any action
(including legal proceedings) to recover any debt due to any Secured Party, it
being understood that “Default Action” shall not include any enforcement,
foreclosure or similar action taken by or on behalf of any Secured Party
against all or any portion of the Collateral.


 


“Dollars”
and “$” means the lawful currency of the United States.


 


“EPF
and Secured Loan Agreement” has the meaning set forth in the recitals.


 


“Event
of Default” means any Event of Default as defined under the EPF and Secured
Loan Agreement or in any Refinancing Agreement.


 


“Financing
Agreement” means (a) the EPF and Secured Loan Agreement and (b) any and
each Refinancing Agreement.


 


“Guaranteed
Obligations” has the meaning ascribed to such term in the EPF and Secured
Loan Agreement.


 


“Guarantors”
has the meaning set forth in the recitals.


 


“Insolvency
Official” means any liquidator, administrator, administrative receiver,
receiver, trustee in bankruptcy or any similar or equivalent official in any
relevant jurisdiction.


 


“Insolvency
Proceedings” means, with respect to a Person, any voluntary or involuntary
case or any other proceedings commenced against such Person seeking
liquidation, reorganization, recuperação
judicial, recuperação extrajudicial, falência or other relief with
respect to itself or its debts under any domestic or foreign bankruptcy,
insolvency or other


 


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similar
law now or hereafter in effect or seeking the appointment of an Insolvency
Official of it or any substantial part of its property.


 


“Lenders”
means, collectively, the lenders party to the EPF and Secured Loan Agreement
and the lenders party to a Refinancing Agreement.


 


“Lien”
means any mortgage, lien, pledge, usufruct, fiduciary transfer (alienação
fiduciária), charge,
encumbrance or other security interest or any preferential arrangement
(including a securitization) that has the practical effect of creating a
security interest.


 


“Loan”
means, with respect to any Lender, the loan or extension of credit made by such
Lender pursuant to the EPF and Secured Loan Agreement on the Closing Date, and “Loans”
means the Loans made by all Lenders pursuant to the EPF and Secured Loan
Agreement.


 


“Obligations”
means, collectively, the obligations of each Obligor to pay the principal
outstanding (including interest accrued thereon) under the Financing Agreements
to which such Obligor is a party and all other present and future obligations
whatsoever of each Obligor to the Secured Parties under or in connection with
the Financing Agreements to which such Obligor is a Party.


 


“Obligors”
means, collectively, Aracruz Trading and the Guarantors under the EPF and
Secured Loan Agreement and Aracruz Celulose or any of its Subsidiaries that
have given any guaranties or security in respect of any Obligations.


 


“Person”
means any individual, corporation, company, voluntary association, partnership,
limited liability company, joint venture, trust, unincorporated organization,
governmental authority or other entity of whatever nature.


 


“Prepayment”
means the required prepayment of Loans and Subsequently Issued Pari-Passu
Refinancing Debt by or on behalf of Aracruz Trading following an Asset Sale (as
such term is defined in the EPF and Secured Loan Agreement) involving all or
any portion of Collateral pursuant to Section 3.4(b)(i) of the EPF and Secured
Loan Agreement (or any successor provision).


 


“Proceeds”
means all receipts or recoveries by either Collateral Agent (or by an Obligor
and paid over to either Collateral Agent) pursuant to, or upon enforcement of,
foreclosure against or similar action with respect to, any of the Collateral,
after deducting (to the extent not already deducted or retained prior to such
receipt or recovery by the applicable Collateral Agent):


 


(a)                      all sums that are by law or
contract payable to any Insolvency Official;


 


(b)                     all sums that either
Collateral Agent is required by the terms of any of the Collateral Documents to
pay to any other Person before distributing any such receipts or recoveries to
any of the Secured Parties and/or discharging any of the obligations secured
thereby;


 


(c)                      all sums that either
Collateral Agent is by law required to pay to any person in priority to the
Secured Parties; and


 


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(d)                     all sums that, pursuant to
the terms of a Financing Agreement, are to be applied in repairing, replacing,
restoring, reinstating or rebuilding any Collateral which has been damaged or
destroyed.


 


“Process
Agent” has the meaning set forth in Section 8.13.


 


“Pro
Rata Share” means, with respect to each Financing Agreement, at any time,
the ratio of (a) the aggregate amount of the Obligations owing at such time to
the applicable Lender or Lenders party to such Financing Agreement to (b) the
aggregate amount of all Obligations owing at such time to the Secured Parties,
in each case as determined by the Collateral Agent upon information provided by
the Administrative Agent, and any Additional Administrative Agents and any
Additional Bilateral Lender party to this Agreement.


 


“Refinancing
Agreement” any credit agreement, indenture or similar agreement between any
Obligor and any lender of Subsequently Issued Pari-Passu Refinancing Debt with
respect to such Subsequently-Issued Pari Passu Refinancing Debt.


 


“Secured
Parties” means (i) each of the Lenders party to the EPF and Secured Loan
Agreement, (ii) each of the Lenders party to a Refinancing Agreement, (iii) the
Administrative Agent and each Additional Administrative Agent and (iv) each
Collateral Agent.


 


“Senior
Lender” means the Lenders party to the EPF and Secured Loan Agreement.


 


“Subsequently
Issued Pari-Passu Refinancing Debt” means debt of any Obligor (other than
Alicia):


 


(a)
having a weighted average maturity not less than the weighted average maturity
of the Loans on the date of incurrence of such Subsequently Issued Pari-Passu
Refinancing Debt (after giving effect to any prepayment required pursuant to
the EPF and Secured Loan Agreement);


 


(b)
pursuant to terms and pricing that reflect market terms and pricing for such
Obligor;


 


(c)
secured by the Collateral, on a pari passu basis
with the Loans pursuant to the terms hereof; and


 


(d)
guaranteed, if at all, by one or more of the Guarantors pursuant to guarantees
that are pari passu with or
junior to, and not otherwise more favorable to the creditor than, those
provided to the Lenders party to the EPF and Secured Loan Agreement under the
EPF and Secured Loan Agreement.


 


“Subsidiary”
means, with respect to any Person, any corporation or other entity which such
Person, beneficially or of record, owns more than 50% of the Voting Stock,
including, as of [the closing date], 2009 with respect to Aracruz
Celulose and without limitation, Portocel.


 


“Termination
Date” means the date on which all of the Obligations have been finally and
indefeasibly paid in full.


 


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“U.S.
Collateral” means any Debt Service Reserve Accounts maintained in New York,
New York, the Export Collateral Account, the Designated Receivables and the
other collateral described in Article II of the U.S. Security Agreement and all
proceeds thereof (as such capitalized terms are defined in the EPF and Secured
Loan Agreement).


 


“U.S.
Collateral Agent” has the meaning set forth in the preamble.


 


“Voting
Interests” means the aggregate principal amount of any unused commitments
and outstanding loans of the Lenders pursuant to the Financing Agreements.


 


“Voting
Stock” means, as to any Person, Capital Stock in such Person having power
to vote for the election of directors or similar officials of such Person or
otherwise voting with respect to actions of such Person (other than such
Capital Stock having such power only by reason of the happening of a
contingency).


 


(e)
Interpretation. Unless a contrary indication appears, any reference in
this Agreement to:


 


(i) any “Agent,” any “Administrative Agent,” any “Additional
Administrative Agent”, any “Borrower”, any “Collateral Agent,” any “Lender,”
any “Obligor,” any “Person,” or any “Secured Party” shall be construed so as to
include its successors in title, permitted assigns and permitted transferees;


 


(ii) a “Financing Agreement,” “Collateral Document”
or any other agreement or instrument is a reference to that Financing
Agreement, Collateral Document or other agreement or instrument as amended,
supplemented or novated from time to time;


 


(iii) a provision of law is a reference to that
provision as amended or re-enacted;


 


(iv) Section and Schedule headings are for ease of
reference only; and


 


(v) “including” means “including without limitation”.


 


SECTION
2. Capacity of the Administrative Agent. Each Administrative Agent and
Additional Administrative Agent who is entering into this Agreement as an agent
and not as a Lender enters into this Agreement not in its personal capacity but
as agent for the Lenders party to the Financing Agreement to which such Person
is the Administrative Agent or Additional Administrative Agent with the intent
that such Lenders shall be bound by, and have the benefit of, the terms of this
Agreement.


 


SECTION
3. Equal Ranking.


 


(a)
Each of the Secured Parties hereby agrees that, at all times, including on and
after any Insolvency Proceedings relating to an Obligor, the Obligations shall
rank pari passu for all purposes
under this Agreement.


 


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(b)
The provisions of this Section 3 shall apply notwithstanding the order or date
upon which any of the Financing Agreements or this Agreement is executed or any
of them is registered or notice of them is given to any Person.


 


(c)
Each of the Secured Parties hereby agrees that it shall not accept the benefit
of any Lien (other than a right of set-off) with respect to the Collateral
other than a Lien granted in favor of the Secured Parties and the applicable
Collateral Agent pursuant to the Collateral Documents.


 


SECTION
4. Enforcement and Application of Proceeds.


 


(a)
In the event of any Default Action or Prepayment, the Administrative Agent,
Additional Administrative Agent or Additional Bilateral Lender under the
relevant Financing Agreement shall give prompt notice thereof to the other
parties to this Agreement.


 


(b)
Upon receipt by either Collateral Agent of instructions pursuant to Section 6,
such Collateral Agent shall proceed to enforce the rights of the Secured
Parties under the Collateral Documents to which such Collateral Agent is a
party in accordance with any instructions given to it from time to time
pursuant to Section 6; provided that
such Collateral Agent shall not be required to take any action that is
inconsistent with the terms of this Agreement, the Collateral Documents to
which it is a party or applicable law or to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder or thereunder or in the exercise of any of its rights or powers.


 


(c)
In the event of any enforcement or collection of, foreclosure on or similar
action with respect to any of the Collateral by either Collateral Agent
pursuant hereto, each of the Secured Parties agrees that any and all Proceeds
shall, notwithstanding any provision of any Financing Agreement, be applied by
such Collateral Agent as follows:


 


(i) first, to the payment in full of all
costs, fees and expenses reasonably incurred by the Administrative Agent, any
Additional Administrative Agent and such Collateral Agent, including the fees
and disbursements of its legal counsel and agents, in connection herewith and
with the Collateral Documents to the extent not theretofore reimbursed; and


 


(ii) second, to the Administrative Agent on
behalf of the Lenders party to the EPF and Secured Loan Agreement, each
Additional Administrative Agent on behalf of the Lenders party to the
Refinancing Agreement to which such Additional Administrative Agent is
administrative agent and to each Additional Bilateral Lender, in each case
based upon the respective Pro Rata Share for the EPF and Secured Loan Agreement
and each such Refinancing Agreement, such Proceeds to be applied by the
Administrative Agent and each Additional Administrative Agent and Additional
Bilateral Lender to prepay the loans under the relevant Financing Agreements pro rata in accordance with the respective
unpaid principal amounts of such loans then due and payable to the relevant
Lenders under and in accordance with the applicable Financing Agreements (and
otherwise as set forth in the relevant Financing Agreements).


 


J-8

















 


Upon
payment in full of all Obligations under the Financing Agreements, the
Collateral Agents shall at the direction of Aracruz Celulose, remit any
remaining proceeds to the relevant pledgor or mortgagor, as the case may be, or
its successors or assigns, or as a court of competent jurisdiction may
otherwise direct.


 


(d)
In the event of any Prepayment, the parties agree (and, for the avoidance of
doubt, the Administrative Agent agrees on behalf of the Lenders party to the
EPF and Secured Loan Agreement and any Additional Administrative Agent agrees
on behalf of the Lenders party to the Refinancing Agreement pursuant to which
such Additional Administrative Agent is administrative agent) that,
notwithstanding the terms of any Financing Agreement, all amounts received by
the Administrative Agent, any Additional Administrative Agent or any Secured
Party as a result of such Prepayment shall be applied to the Administrative
Agent on behalf of the Lenders party to the EPF and Secured Loan Agreement,
each Additional Administrative Agent on behalf of the Lenders party to the
Refinancing Agreement to which such Additional Administrative Agent is
administrative agent and to each Additional Bilateral Lender, in each case based
upon the respective Pro Rata Share for the EPF and Secured Loan Agreement and
each such Refinancing Agreement, such amounts to be applied by the
Administrative Agent and each Additional Administrative Agent and Additional
Bilateral Lender to prepay the loans under the relevant Financing Agreements pro rata in accordance with the respective
unpaid principal amounts of such loans then due and payable to the relevant
Lenders under and in accordance with the applicable Financing Agreements (and
otherwise as set forth in the relevant Financing Agreements).


 


If
any Secured Party receives for any reason an amount in excess of what it is
entitled to pursuant to Section 4(c) or 4(d), it shall promptly notify the
Administrative Agent, any Additional Administrative Agent and any Additional
Bilateral Lender (as applicable) thereof, and shall promptly make adjustments
necessary from time to time, as shall be equitable, to the end that all the
applicable Secured Parties shall share the benefit of such excess payment (net
of any expenses that may be incurred by such Secured Party in obtaining or
preserving such excess payment) in accordance with the provisions hereof.


 


(e)
Notwithstanding any provision of any Financing Agreement, if any Secured Party,
the Administrative Agent or any Additional Administrative Agent knowingly
acquires custody, control or possession of any Collateral or proceeds therefrom
other than pursuant to the terms of this Agreement, or to the extent that any
party receives a distribution pursuant to paragraph (c) or (d) of this Section with
respect to an Obligation that is later found to be invalid for any reason, then
such Secured Party, Administrative Agent or Additional Administrative Agent
shall promptly cause such Collateral or proceeds therefrom to be delivered to
or put in the custody, possession or control of the Collateral Agents for
further disposition or distribution in accordance with the provisions of this
Agreement; it being understood that
if such Collateral or proceeds therefrom are Brazilian Collateral, such
Collateral or proceeds therefrom shall be delivered to the Brazil Collateral
Agent, and if such Collateral and proceeds are U.S. Collateral, such Collateral
and Proceeds shall be delivered to the U.S. Collateral Agent. Until such time as
the provisions of the immediately preceding sentence have been complied with,
such Secured Party, Administrative Agent or Additional Administrative Agent
shall be deemed to hold such Collateral or proceeds therefrom in trust for the
parties entitled thereto hereunder.


 


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SECTION
5. The Collateral Agent.


 


5.1.
Appointment of the Collateral Agent.


 


(a)
Each Additional Administrative Agent, acting on behalf of the Lenders party to
a Refinancing Agreement pursuant to which such Additional Administrative Agent
is administrative agent, and each Additional Bilateral Lender hereby appoints
and authorizes the U.S. Collateral Agent to act as its agent hereunder and (as
applicable) under the Collateral Documents and other Financing Agreements to
which the U.S. Collateral Agent is a party with such powers as are specifically
delegated to the U.S. Collateral Agent by the terms of this Agreement and (as
applicable) the Collateral Documents and other Financing Agreements to which
the U.S. Collateral Agent is a party, and together with such other powers as
are reasonably incidental thereto.


 


(b)
Each Additional Lender hereby appoints, designates, and irrevocably undertakes
to execute, through a public deed, a power of attorney substantially in the
form of Schedule 3 hereto, appointing, authorizing and designating, the Brazil
Collateral Agent as its attorney-in- fact, conferring upon the Brazil
Collateral Agent hereby and pursuant to such power of attorney, all necessary powers
to enter into and act as its agent and attorney-in-fact in connection with this
Agreement, the Collateral Documents and other Financing Agreements to which the
Brazil Collateral Agent is a party and to take such action as agent on its
behalf and to exercise such powers under this Agreement, the Collateral
Documents and such Financing Agreements as are conferred upon the Brazil
Collateral Agent by the terms hereof or thereof, together with all such powers
as are reasonably incidental thereto. Each Additional Lender hereby
acknowledges and agrees that it is a requirement of Brazilian applicable law
that the Brazil Collateral Agent be appointed by means of a power of attorney
executed through a public deed pursuant to the terms of this Section 5.1(b). If
any Additional Lender elects to cause its Additional Administrative Agent or
any other Person to appoint the Brazil Collateral Agent as collateral agent
with respect to the Brazilian Collateral on its behalf, such Additional Lender
agrees to deliver to such Person a power of attorney substantially in the form
of Schedule 4, executed through a public deed. For the avoidance of doubt, any
Person appointing the Brazil Collateral Agent as collateral agent with respect
to the Brazilian Collateral upon instructions of an Additional Lender pursuant
to the previous sentence shall deliver to the Brazil Collateral Agent a power
of attorney substantially in the form of Schedule 3 hereto, executed through a
public deed, conferring to the Brazil Collateral Agent the powers described in
this Section 5.1(b).


 


(c)
Each Collateral Agent (which term as used in this Agreement shall include
reference to its respective Affiliates and its own and its respective
Affiliates’ officers, directors, employees, representatives and agents):


 


(i) shall have no duties or responsibilities except
those expressly set forth in this Agreement, the Collateral Documents and other
Financing Agreements to which such Collateral Agent is a party and shall not by
reason of this Agreement, the Collateral Documents or any Financing Agreements
to which it is a party be deemed to be a trustee or fiduciary for any
Additional Administrative Agent acting on behalf of the Lender party to a
Refinancing Agreement or for any Additional Bilateral Lender,


 


J-10

















 


(ii) shall not be responsible to any Additional
Administrative Agent acting on behalf of any Lender party to a Refinancing
Agreement or to any Additional Bilateral Lender for any recitals, statements,
representations or warranties contained this Agreement, the Collateral
Documents or any Financing Agreements to which it is a party, or in any
certificate or other document referred to or provided for in, or received by
any of them under, this Agreement, the Collateral Documents or any Financing
Agreements to which it is a party, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of the Collateral or this Agreement,
the Collateral Documents or any Financing Agreements to which it is a party or
any other document referred to or provided for herein or therein or for any
failure by any Obligor to perform any of its obligations hereunder or
thereunder,


 


(iii) shall not be required to initiate or conduct
any litigation or collection proceedings under this Agreement, the Collateral
Documents or any Financing Agreements to which it is a party,


 


(iv) shall not be responsible for any action taken
or omitted to be taken by it hereunder or under any other document referred to
or provided for herein or in connection herewith, except for its own gross
negligence or willful misconduct,


 


(v) shall not be bound to make any investigation
into the facts or matters stated in any certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order or other paper or
document,


 


(vi) shall not be responsible or liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether such
Collateral Agent has been advised of the likelihood of such loss or damage and
regardless of the form of action, and


 


(vii) in no event shall be responsible or liable for
any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood that either Collateral
Agent shall use reasonable efforts which are consistent with accepted practices
in the banking industry to resume performance as soon as practicable under the
circumstances.


 


(d)
Before either Collateral Agent acts or refrains from acting, it may require an
officer’s certificate from any Obligor and/or an opinion of counsel
satisfactory to it with respect to the proposed action or inaction. Neither
Collateral Agent shall be liable for any action it takes or omits to take in
good faith in reliance upon such certificate or opinion. Whenever in the
administration of this Agreement, the Collateral Documents or any Financing
Agreement to which it is a party, either Collateral Agent shall deem it
necessary or desirable that a matter be provided or established before taking
or suffering or omitting to take any act under this Agreement, the Collateral
Documents or any Financing Agreement to which it is a party, such


 


J-11
















 


matter
(unless other evidence in respect thereof is herein specifically prescribed)
may, in the absence of gross negligence or bad faith on the part of such
Collateral Agent, be deemed to be conclusively proved and established by an
officer’s certificate delivered to it, and such certificate, in the absence of
gross negligence or bad faith on the part of such Collateral Agent, shall be
full warrant to such Collateral Agent for any action taken, suffered or omitted
to be taken by it under this Agreement, the Collateral Documents or any
Financing Agreement to which it is a party upon the faith thereof.


 


(e)
Any Person: (i) into which either Collateral Agent may be merged or
consolidated or (ii) that may result from any merger, conversion or
consolidation to which either Collateral Agent shall be a party shall (if such
Collateral Agent is not the surviving entity) be its successor without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto.


 


(f)
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any
Collateral may at the time be located and for purposes of enforcement, the
Collateral Agents shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as agent of the Secured
Parties of all or any part of the Collateral and to vest in such Person or
Persons, in such capacity and for the benefit or on behalf of the Secured
Parties, such title to the Collateral, or any part thereof, and such powers,
duties, obligations, rights and trusts as the Collateral Agent may consider
necessary or desirable; provided that
the appointment of such agent shall be subject to the approval of the Aggregate
Required Interest Holders, which approval shall not be unreasonably withheld; provided further, that any such agent
shall agree to be liable to the Secured Parties to the extent the applicable
Collateral Agent is so liable pursuant to this Agreement.


 


(g)
All rights and powers, conferred or imposed upon the Collateral Agents may be
conferred or imposed upon and may be exercised or performed by an agent
appointed pursuant to Section 5.1(f); provided
that, if the Brazil Collateral Agent appoints any agent pursuant to Section
5.1(f) with respect to the Brazil Collateral, such appointment shall be made by
means of the execution of a power-of-attorney through a public deed
substantially in the form of Schedule 5 hereto.


 


(h)
Any notice, request or other writing given to either Collateral Agent shall be
deemed to have been given to each of the agents appointed pursuant to Section 5.1(f)
as effectively as if given to each of them. Every instrument appointing any
such agents shall refer to this Agreement.


 


(i)
Any agent appointed pursuant to Section 5.1(f) may at any time appoint either
Collateral Agent as its agent or attorney in fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name.


 


(j)
The Collateral Agent shall not be responsible for any willful misconduct or
negligence on the part of any agent appointed by it with due care and in good
faith pursuant to this Section.


 


J-12

















 


5.2.
Reliance By The Collateral Agent. Each Collateral Agent shall be
entitled to rely conclusively upon any certification, notice or other
communication (including any thereof by facsimile) reasonably believed by it to
be genuine and correct and to have been signed or sent by or on behalf of the
appropriate Person(s), and upon advice and statements of legal counsel and
other experts selected by such Collateral Agent.


 


5.3.
Non-Reliance upon the Collateral Agent and Lenders party to any Refinancing
Agreement.


 


Each
Additional Administrative Agent acting on behalf of the Lenders party to a
Refinancing Agreement pursuant to which such Additional Administrative Agent is
administrative agent and each Additional Bilateral Lender agrees that it has,
independently and without reliance upon the Collateral Agents or any other
Lender, and based upon such documents and information as it has deemed
appropriate, made its own credit analysis of the Obligors and decision to
become a Lender and that it will, independently and without reliance upon the
Collateral Agents or any other Lender, and based upon such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement, the
Collateral Documents and the Refinancing Agreement to which it is a party. Each
Collateral Agent shall be required to keep itself informed as to the
performance or observance by any Obligor of this Agreement, the Collateral Documents
to which such Collateral Agent is a party, any Financing Document to which it
is a party or any other document referred to or provided for herein or to
inspect the properties or books of any Obligor (as permitted under the
Financing Agreements). Neither Collateral Agent shall have any or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of any Obligor that may
come into the possession of such Collateral Agent.


 


5.4.
Liability of the Collateral Agent.


 


(a)
Neither Collateral Agent shall be liable for any action taken or not taken by
it in connection herewith with the consent or at the request of the Aggregate
Required Interest Holders, except if such action was taken or omitted as a
result of such Collateral Agent’s own gross negligence or willful misconduct.


 


(b)
Without limiting any other provision of this Agreement, neither Collateral
Agent shall have any responsibility or liability with respect to the perfection
or priority of any security interest created or the effectiveness of the
power-of-attorney contemplated by this Agreement, the Collateral Documents or
any other Financing Agreement to which it is a party. Neither Collateral Agent
makes any representation or warranty as to the value or condition of the
Collateral, or any part thereof, as to the title of any Obligor or any other
Person thereto or as to the validity, execution, enforceability, legality or
sufficiency of this Agreement, the Collateral Documents or the other Financing
Agreements to which it is a party, and it shall not incur any liability or
responsibility in respect of any such matters.


 


(c)
Beyond the exercise of reasonable care in the custody thereof, neither
Collateral Agent shall have any duty as to any Collateral in its possession or
control or in the possession or control of any agent or bailee or any income
thereon or as to preservation of rights against prior


 


J-13

















 


parties
or any other rights pertaining thereto and neither Collateral Agent shall be
responsible for filing any financing or continuation statements or recording
any documents or instruments in any public office at any time or times or
otherwise perfecting or maintaining the perfection of any security interest in
the Collateral. Each Collateral Agent shall be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which such
Collateral Agent accords its own property and shall not be liable or
responsible for any loss or diminution in the value of any of the Collateral,
by reason of the act or omission of any carrier, forwarding agency or other
agent or bailee selected by such Collateral Agent in good faith.


 


(d)
Neither Collateral Agent shall be responsible for the existence, genuineness or
value of any of the Collateral or for the validity, perfection, priority or
enforceability of the Liens in any of the Collateral, whether impaired by operation
of law or by reason of any action or omission to act on its part hereunder,
except to the extent such action or omission constitutes gross negligence, bad
faith or willful misconduct on the part of such Collateral Agent, for the
validity or sufficiency of the Collateral or any agreement or assignment
contained therein, for the validity of the title to the Collateral, for
insuring the Collateral or for the payment of taxes, charges, assessments or
Liens upon the Collateral or otherwise as to the maintenance of the Collateral.


 


5.5.
Notice of Default.


 


Neither
Collateral Agent shall be deemed to have actual, constructive, direct or
indirect notice or knowledge of the occurrence of any Default unless and until
it shall have received a written notice indicating that any Default has
occurred. Upon receipt of such notice, each Collateral Agent shall give prompt
notice thereof to the Lenders, to the Obligors and to the Administrative Agent
and any Additional Administrative Agent. Neither Collateral Agent shall have
any obligation whatsoever, either prior to or after receiving any such notice,
to inquire whether a Default has, in fact, occurred and shall be entitled to
rely conclusively, and shall be protected in so relying, on any such notice so
furnished to it.


 


5.6.
Successor Collateral Agent.


 


Each
Collateral Agent may, upon thirty (30) days’ prior notice, resign at any time
by giving notice thereof to the Obligors and the Administrative Agent, each
Additional Administrative Agent and each Additional Bilateral Lender, and each
Collateral Agent may, upon thirty (30) days’ prior notice, be removed at any
time with or without cause by the Aggregate Required Interest Holders. Upon any
such resignation or removal, the Aggregate Required Interest Holders (if no Default
or Event of Default has occurred and is continuing, with the written consent of
Aracruz Celulose, acting on behalf of the Obligors, which consent shall not be
unreasonably withheld or delayed) shall have the right to appoint a successor
Collateral Agent, by means of an agreement substantially in the form of
Schedule 2 hereto, to replace the resigning Collateral Agent. If no successor
Collateral Agent shall have been so appointed by the Aggregate Required
Interest Holders (with the written consent of Aracruz Celulose, acting on
behalf of the Obligors, if applicable) and shall have accepted such
appointment, within 30 days after the applicable Collateral Agent’s giving of
notice of resignation or the Aggregate Required Interest Holders’ decision to
remove such Collateral Agent, then such existing Collateral Agent


 


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may,
on behalf of the Secured Parties, appoint, pursuant to an agreement
substantially in the form of Schedule 2 hereto, a successor Collateral Agent in
such capacity, which successor Collateral Agent shall be a bank that has a
combined capital and surplus of at least U.S.$500,000,000 (or its equivalent).
Upon (i) the acceptance of its appointment as the Collateral Agent hereunder by
a successor Collateral Agent, (ii) the execution of an agreement substantially
in the form of Schedule 2 hereto, and (iii) only with respect to a successor
Collateral Agent with respect to the Brazilian Collateral, the delegation of
the powers granted under the power of attorney, by means of public deed,
substantially in the form of (x) Schedule 3 hereto (in the case of an
appointment by the Additional Lenders to such successor Collateral Agent, provided that such Additional Lender shall
upon the delivery of its power of attorney to such successor Collateral Agent
immediately revoke any power of attorney previously granted to the Collateral
Agent being replaced), or (y) Schedule 6 hereto (in the case of an appointment
by the Collateral Agent resigning or being removed to the successor Collateral
Agent), such successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of such existing
Collateral Agent in its capacity as such, and the existing Collateral Agent
shall be discharged from its duties and obligations hereunder. After the
Collateral Agent’s resignation or removal hereunder, the provisions of this Section
5.6 shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Collateral Agent.


 


5.7.
Indemnification of the Collateral Agent.


 


Each
Lender shall, based on its Pro Rata Share and to the extent not paid by the
relevant Borrower, indemnify each Collateral Agent against any and all losses,
liabilities, claims, obligations, damages or expenses (including the fees and
disbursements of counsel) incurred by it arising out of or by reason of any
investigation, litigation, arbitration or other proceeding (including any
threatened investigation, arbitration or other proceeding) in any way relating
to or arising out of this Agreement, the Collateral Documents or any Financing
Agreement to which it is a party or the transactions contemplated hereby and
thereby (including the remuneration that the Obligors are obligated to pay to
such Collateral Agent under Section 5.8 below) or the enforcement of any of the
terms hereof or of any such other documents; provided
that no Lender shall be liable to the Collateral Agent for any of
the foregoing to the extent that it arises from the gross negligence or willful
misconduct of such Collateral Agent as determined by a final, nonappealable
judgment by a court of competent jurisdiction, it being understood that no
Lender will be liable to indemnify that Collateral Agent for any punitive or
consequential damages in connection with this Agreement, the Collateral
Documents or the Financing Agreement to which it is a party. The obligations of
the Lenders under this Section 5.7 shall survive the termination of this Agreement,
the repayment of the Obligations and/or the earlier resignation or removal of
the Collateral Agent.


 


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5.8.
Remuneration.


 


Each
Collateral Agent shall be entitled to such remuneration from the Obligors as it
may agree from time to time with the Obligors and the Secured Parties, except
that, following the occurrence of a Default that is continuing for at least
thirty (30) days, such Collateral Agent may first seek remuneration from the
Obligors and, in the event the Obligors do not provide such remuneration within
a reasonable time period, such Collateral Agent may then seek remuneration from
the Secured Parties, provided that no Secured Party will be liable to pay to
such Collateral Agent any percentage of such remuneration pursuant to this Section
5.8 that exceeds such Secured Party’s Pro Rata Share.


 


5.9.
Action by the Collateral Agent.


 


The
obligations of the Collateral Agents hereunder are only those expressly set
forth herein. Without limiting the generality of the foregoing, neither
Collateral Agent shall be required to take any action with respect to any
Default, except as expressly provided herein.


 


5.10.
Calculation of Liability.


 


The
Pro Rata Share of each Secured Party’s obligation to indemnify the Collateral
Agents pursuant to Section 5.7 or to pay remuneration pursuant to Section 5.8
shall be calculated as of the date of first demand for payment by the
applicable Collateral Agent pursuant to such Section.


 


SECTION
6. Decision making and consultation.


 


6.1.
General.


 


No
Secured Party shall exercise or enforce any right, including without
limitation, enforcement against, foreclosure on or similar action with respect
to the Collateral, give any consent or any waiver, agree to any amendment, or
make any determination or notify any Obligor or any other Secured Party in
respect of any provision of the Collateral Documents except in accordance with
this Agreement. Without limiting the generality of the foregoing, neither
Collateral Agent shall take any action or proceeding to enforce, foreclose on,
or take similar action with respect to, the Collateral or to exercise its
rights with respect to the Collateral, including the initiation of action in
any court or before any administrative agency or governmental or arbitral
tribunal to enforce such rights, except in accordance with this Agreement.


 


6.2.
Information concerning Defaults and Default Actions.


 


In
addition to and not in substitution for any notification requirements contained
in this Agreement or any other Financing Agreement, the Administrative Agent,
acting on behalf of the Lenders party to the EPF and Secured Loan Agreement,
each Additional Administrative Agent, acting on behalf of the Lenders party to
any Refinancing Agreement pursuant to which such Additional Administrative
Agent is administrative agent and each Additional Bilateral Lender will notify
the other Secured Parties, including the Collateral Agents, of the occurrence
of any


 


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Default
or Default Action of which such Administrative Agent, Additional Administrative
Agent or Additional Bilateral Lender becomes aware as soon as reasonably
practicable thereafter. Neither the Administrative Agent nor any Additional
Administrative Agent nor any Additional Bilateral Lender shall incur any
liability to any other party to this Agreement by reason of any failure by any
party other than such Administrative Agent, such Additional Administrative
Agent or such Additional Bilateral Lender, as the case may be, to give any
notification required pursuant to this Section.


 


6.3.
Amounts of Secured Party Debt.


 


The
Collateral Agents shall be entitled to request from the Administrative Agent,
acting on behalf of the Lenders party to the EPF and Secured Loan Agreement,
from each Additional Administrative Agent, acting on behalf of the Lenders
party to any Refinancing Agreement or from each Additional Bilateral Lender, at
any time, with at least five Business Days’ prior written notice, confirmation
as of the close of business on a specified date (a “Calculation Date”)
of outstanding Obligations under each Financing Agreement outstanding as of
such Calculation Date. The Administrative Agent, each Additional Administrative
Agent and each Additional Bilateral Lender shall, not later than 11:00 a.m. New
York City time on the Business Day that immediately follows the applicable
Calculation Date, provide to the Collateral Agents such information, together
with any other information with respect thereto that the Collateral Agent may
reasonably request. The Collateral Agents shall be entitled conclusively to
rely on information included in any such notice it receives pursuant to such a
request in making calculations under this Agreement.


 


6.4.
Meetings.


 


6.4.1.
Meeting requisitions.


 


Each
Collateral Agent, the Administrative Agent, acting on behalf of the Lenders
party to the EPF and Secured Loan Agreement, each Additional Administrative
Agent, acting on behalf of the Lenders party to any Refinancing Agreement, and any
Additional Bilateral Lender may require at any time a meeting of the Secured
Parties (or their representatives) in order to enable the Secured Parties to
consult with each other as to:


 


(a)
any Default which has occurred and the action to be taken with respect thereto
(if any); and/or


 


(b)
any potential or imminent Default or, any potential or imminent changes in law
or circumstances or any other matter or thing which may affect the Obligors or
the Collateral.


 


6.4.2.
Time and place of meetings.


 


A
meeting proposed by a Secured Party pursuant to Section 6.4.1 shall take place
in accordance with the directions of the Aggregate Required Interest Holders
and shall take place not less than ten (10) Business Days after a notice of a
meeting is given pursuant to such Section 6.4.1.


 


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6.5.
Secured Party action following Default.


 


6.5.1.
Notification of requirement to take decision.


 


If,
at any time, an Administrative Agent, an Additional Administrative Agent or an
Additional Bilateral Lender notifies either Collateral Agent, whether through
notice given by an Administrative Agent, an Additional Administrative Agent or
an Additional Bilateral Lender pursuant to Section 6.4.1 hereof or otherwise,
of an Event of Default or any other matter in respect of which it considers
that a right of such Collateral Agent should be exercised or action should be
taken, then such Collateral Agent shall promptly request instructions from the
Aggregate Required Interest Holders (whether in conjunction with or without
calling a meeting pursuant to Section 6.4.1) by delivering written notice to
the Administrative Agent, acting on behalf of the Lenders party to the EPF and
Secured Loan Agreement, and to each Additional Administrative Agent, acting on
behalf of the Lenders party to any Refinancing Debt and to each Additional
Bilateral Lender (a “Notice Requesting Instruction”):


 


(a)
specifying, if relevant, the course of action such Collateral Agent proposes to
take with respect to the matter in question;


 


(b)
requesting each Secured Party then entitled to vote in connection with the
relevant decision to give instructions to the Administrative Agent, to an
Additional Administrative Agent or directly to such Collateral Agent pursuant
to Section 6.5.2 as to how it wishes to cast the votes to which it is entitled
in connection with the relevant decision to be made and, in the case of an
Event of Default, requesting each Lender party to the EPF and Secured Loan
Agreement to give instructions to the Administrative Agent or directly to such
Collateral Agent and requesting each Additional Lender to give instructions to
the relevant Additional Administrative Agent or directly to such Collateral
Agent, in each case as to how such Lender wishes to cast the votes to which it
is entitled as to whether or not such Collateral Agent should commence
enforcement, foreclosure or similar action against the Collateral pursuant to
the relevant Financing Agreement; and


 


(c)
specifying the date by which the Aggregate Required Interest Holders must
provide it with instructions in relation to such decision, which date must be
not less than ten (10) Business Days after the date upon which such Collateral
Agent gives such Notice Requesting Instruction or such lesser period as (i) such
Collateral Agent, having consulted, to the extent practicable, with the
Administrative Agent and each Additional Administrative Agent and each
Additional Bilateral Lender, may consider necessary or advisable in
circumstances where the interests of the Secured Parties or any of them would
otherwise be likely to be prejudiced or (ii) such Collateral Agent may, in its
absolute discretion, consider appropriate following due consideration of any
request from the Secured Parties.


 


6.5.2.
Voting returns to the Collateral Agent.


 


(a)
The Administrative Agent, each Additional Administrative Agent and each
Additional Bilateral Lender shall, not later than 11:00 a.m. New York City time
on the date referred to in Section 6.5.1(c), provide to the relevant Collateral
Agent a certificate setting out:


 


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(i) as of the close of business on the date of such
Notice Requesting Instruction from such Collateral Agent distributed pursuant
to Section 6.5.1, (A) the aggregate amount of the outstanding commitments of
the Lenders under the relevant Financing Agreement (or such Additional
Bilateral Lender’s commitment under the relevant Financing Agreement) and (B) the
aggregate principal amount of the loans outstanding under such Financing
Agreement; and


 


(ii) the aggregate amount of Obligations represented
by (A) the Secured Parties under the relevant Financing Agreement that have
voted in favor of the proposed action, and (B) the Secured Parties under the
relevant Financing Agreement who have voted against the proposed action; it being understood that if a Secured
Party has not responded by 11:00 a.m. New York City time on the date referred
to in Section 6.5.1(c) to the Collateral Agent (either directly or through its administrative
agent), then such Secured Party shall be deemed to have voted against the
proposed action.


 


6.6.
Decisions binding on all parties.


 


Subject
to Section 6.5.2 above, each decision of the Aggregate Required Interest
Holders made under this Section 6 shall be binding on all parties to this
Agreement. For the avoidance of doubt, if, in connection with an Event of
Default and pursuant to Section 6.5.2, the Aggregate Required Interest Holders
vote against instructing either Collateral Agent to enforce, foreclose on, or
take similar action with respect to the Collateral, such Collateral Agent shall
not take such action (and no Secured Party shall be entitled to request such
Collateral Agent to take such action).


 


6.7.
Restrictions on Secured Party action.


 


Save
as otherwise expressly provided in this Agreement and excluding in each case
any Default Action taken pursuant to this Agreement and the Collateral
Documents, each of the Secured Parties agrees that it does not have any right
to, and that it will not, and that no other Person on its behalf or appointed
by it (with the exception of the Collateral Agents acting in accordance with
this Agreement) will:


 


(a)
directly or indirectly take any action of any nature whatsoever against any
Obligor under or in respect of the Collateral Documents, including but not
limited to the commencement, continuance or voluntary joining in of any
proceedings or process in any court or other competent forum in order to
enforce compliance of any Borrower or any Obligor with the terms of any
Collateral Document; or


 


(b)
demand the payment of any amount owing to it (or to the Lenders of which it is
the Administrative Agent, as the case may be) under any Collateral Document; or


 


(c)
take any other action under any Collateral Document that would require payments
by any Obligor of any amount under such Collateral Document in advance of any
scheduled payment date; or


 


(d)
enforce, foreclose on or take similar action with respect to any security
interest created by or pursuant to any of the Collateral Documents, or exercise
any rights or powers in


 


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relation
to enforcement of Collateral conferred by any Collateral Documents, unless such
action is taken to preserve or protect (rather than to enforce) such security
interest.


 


6.8.
Enforcement of Default Action and Guarantors’ Guarantees.


 


For
the avoidance of doubt, nothing in this Agreement shall prevent: (a) any
Secured Party from taking any Default Action pursuant to any Financing
Agreement, and (b) any Secured Party, or the Administrative Agent or Additional
Administrative Agent acting on behalf of such Secured Party, from enforcing any
guarantee extended by a Guarantor in support of any Borrower’s Obligations
under any Financing Agreement; provided that,
in the event any such Secured Party takes any of the foregoing actions pursuant
to this Section 6.7(b), such Secured Party will notify the Collateral Agents
and the other Secured Parties that it has taken such action, it being understood that the failure of
such Secured Party to make such notification will not prejudice the right of
such Secured Party from taking such action pursuant to this Section 6.7(b).


 


SECTION
7. Accession of Secured Parties.


 


7.1.
Subsequently Issued Pari-Passu Refinancing Debt.


 


(a)
Subject to Section 7.1(b), any Additional Administrative Agent and any
Additional Bilateral Lender may, at any time and from time to time, deliver to
the Collateral Agents an Accession Agreement, substantially in the form of Schedule
1 hereto executed by such Additional Administrative Agent or such Additional
Bilateral Lender, whereby such Additional Administrative Agent or such
Additional Bilateral Lender becomes a party to this Agreement as a Secured
Party (in the case of any Additional Administrative Agent, for itself and on
behalf of the Lenders party to any Refinancing Agreement pursuant to which any
Additional Administrative Agent is administrative agent).


 


(b)
Each Additional Bilateral Lender delivering an Accession Agreement pursuant to
clause (a) above, or each Additional Lender on whose behalf an Accession
Agreement was delivered by an Additional Administrative Agent pursuant to
clause (a) above, shall deliver to the Brazil Collateral Agent a power of
attorney in the form of Schedule 3 hereto, executed by such Additional Lender
through a public deed, whereby such Additional Lender appoints, as its lawful
attorney with respect to the Brazilian Collateral, the Brazil Collateral Agent;
provided that, if any such
Additional Lender elects to cause its Additional Administrative Agent or any
other Person to deliver a power of attorney to the Brazil Collateral Agent
pursuant to this Section 7.1(b), such Additional Lender agrees to deliver to
such Person a power of attorney substantially in the form of Schedule 4,
executed through a public deed. For the avoidance of doubt, any Person
appointing the Brazil Collateral Agent as collateral agent with respect to the
Brazilian Collateral upon instructions of an Additional Lender pursuant to the
previous sentence shall deliver to the Brazil Collateral Agent a power of
attorney substantially in the form of Schedule 3, executed through a public
deed.


 


(c)
An Additional Administrative Agent or an Additional Bilateral Lender under any
Refinancing Agreement may only accede to and become party to this Agreement
pursuant to Section 7.1(a) if no Default has occurred and is continuing.


 


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(d)
Upon such Accession Agreement becoming effective, such Refinancing Agreement
shall be deemed to be a Financing Agreement hereunder, such additional lender
under such Refinancing Agreement shall be deemed to be an Additional Lender for
the purposes of this Agreement and any administrative agent, if any, under such
Refinancing Agreement shall be deemed to be an Additional Administrative Agent.


 


7.2.
Secured Party transfers.


 


(a)
The Administrative Agent (on behalf of itself and each Lender party to the EPF
and Secured Loan Agreement), each Additional Administrative Agent (on behalf of
itself and each Lender party to the Financing Agreement pursuant to which such
Additional Administrative Agent is administrative agent) and each Additional
Bilateral Lender undertakes that it shall not transfer or assign any of its rights
or obligations under any Financing Agreement to which it is party other than to
a Person that, prior to or simultaneously with such transfer is bound by the
terms of this Agreement or so becomes by executing and delivering to the
Administrative Agent, each Additional Administrative Agent and each Additional
Bilateral Lender, as the case may be, an Accession Agreement in the form of
Schedule 1.


 


(b)
For the avoidance of doubt, each transfer pursuant to Section 7.2 shall be
subject to the terms of the relevant Financing Agreement.


 


SECTION
8. Miscellaneous.


 


8.1.
Addresses for notices. All notices, directions, instructions and other
communications provided for herein shall be in writing and shall be given to
the respective parties hereto at the addresses provided for notices in each
Financing Document or the relevant Accession Agreement, as the case may be, or
at such other address as may be designated by each in a written notice to the
other parties hereto.


 


8.2.
Entire agreement. This Agreement and each Accession Agreement represent
the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof and, except as otherwise provided, this Agreement may
not be altered, amended, modified or terminated except in a writing executed
pursuant to Section 8.10.


 


8.3.
Remedies and waivers. The remedies provided in this Agreement are
cumulative and not exclusive of any other remedies provided by Applicable Law.


 


8.4.
Severability. The illegality or unenforceability in any jurisdiction of
any provision hereof or of any document required hereunder shall not in any way
affect or impair the legality or enforceability of the remaining provisions of
this Agreement or such other document in such jurisdiction or such provision in
any other jurisdiction.


 


8.5.
Prevailing provisions. If there is any conflict between the provisions
of any Financing Agreement and the Collateral Documents on the one hand, and
this Agreement, on the other hand, in relation to when payments shall or may be
made or action that shall or may be taken, in each case with respect to the
Collateral or the Collateral Documents, the provisions of this Agreement shall
prevail.


 


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8.6. Obligations binding inter se. The
obligations of the parties that have executed this Agreement shall not be
affected by the fact that not all of the parties hereto have validly executed
this Agreement and such obligations shall be binding inter se.


 


8.7. No Lien. The parties hereto confirm
that this Agreement shall not constitute nor create nor is it intended to
constitute or create any Lien on the part of the Secured Parties.


 


8.8. Interest on overdue sums. Each amount
payable by any of the Secured Parties to the Collateral Agent which is not paid
when due and payable, shall carry interest until paid (as well before as after
judgment) payable on demand at a rate of interest as would equal the cost to
the Collateral Agent of borrowing such amount as determined by the Collateral
Agent.


 


8.9. Successors and assigns. This Agreement
shall be binding upon and inure to the benefit of each of the parties and their
respective successors and assigns, whether so expressed or not, and, in
particular, shall inure to the benefit of and be enforceable by any future
holder or holders of any Obligations, and any Secured Party shall include any
such subsequent holder of Obligations, wherever the context permits.


 


8.10. Amendments; Etc. Subject to the
exceptions below, no amendment or waiver of any provision of this Agreement
shall be effective unless the same shall be in writing and signed by the
Aggregate Required Interest Holders (or by the Administrative Agent or an
Additional Administrative Agent acting with the consent of such Aggregate
Required Interest Holders); provided, that:
(A) any such waiver or amendment shall be effective only in the specific
instance and for the specific purpose for which given, unless the Aggregate
Required Interest Holders otherwise agree, (B) no such amendment or waiver
shall, unless signed by all of the Secured Parties or by the Administrative
Agent or an Additional Administrative Agent acting with the consent of the
Secured Parties represented by it, modify the definition of the term “Aggregate
Required Interest Holders”, or modify any provision of Section 3, Section 4,
Section 6.5.1 or of this Section 8.10 and (C) any modification
hereof with respect to the rights and obligations of the Collateral Agent shall
require the consent of such Collateral Agent. No delay on the part of any party
in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial waiver by such party of any right,
power or remedy preclude any further exercise thereof, or the exercise of any
other right, power or remedy.


 


8.11. In order to ensure the perfection and
effectiveness of the Collateral, the parties hereto agree that this Agreement
and any Accession Agreement, in the form of the Schedule 1 hereto, shall be
annotated before the competent Real Estate Registries in Brazil, duly
notarized, consularized, and translated into Portuguese by a sworn translator,
according to articles 286 to 298 of the Brazilian Civil Code, especially
articles 287 and 289.


 


8.12. Governing law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


8.13. Jurisdiction and venue. EXCEPT FOR
LEGAL ACTIONS OR PROCEEDINGS IN RELATION TO THE BARRA DO RIACHO SECURITY
DOCUMENTS, THE ARACRUZ


 


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SHARE PLEDGE AGREEMENT, THE ARACRUZ NOTE PLEDGE
AGREEMENT, THE BRAZILIAN GUARANTEE, THE ALICIA SHARE PLEDGE AGREEMENT AND THE
EXPORT FINANCE AGREEMENT (AND ANY NOTES THEREUNDER), WHICH SHALL BE SUBMITTED
BY ANY PARTY HERETO TO A COMPETENT COURT IN BRAZIL, ANY LEGAL ACTION OR
PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF
THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF
NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF
APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, WHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL
ACTION OR PROCEEDING BY ANY ARACRUZ PARTY WITH RESPECT TO OR ARISING OUT OF
THIS AGREEMENT (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL ACTIONS OR
PROCEEDINGS BROUGHT AGAINST ANY ARACRUZ PARTY IN ANY OTHER JURISDICTION).


 


Each of the parties hereto (other than the
Collateral Agent and the Administrative Agent) hereby irrevocably appoints
National Corporate Research Ltd. (the “Process Agent”), with an office
on the date hereof at 10 East 40th Street, 10th Floor, New York, New York 10016
as its agent and true and lawful attorney-in-fact in its name, place and stead
to accept on its behalf service of copies of the summons and complaint and any
other process that may be served in any such suit, action or proceeding brought
in the State of New York, and agrees that the failure of the Process Agent to
give any notice of any such service of process to it shall not impair or affect
the validity of such service or, to the extent permitted by applicable law, the
enforcement of any judgment based thereon. Such appointment shall be
irrevocable until the final payment of all amounts payable under this
Agreement, except that if for any reason the Process Agent appointed hereby
ceases to be able to act as such, then such party (as applicable) shall, by an
instrument reasonably satisfactory to the Administrative Agent, appoint another
Person in the Borough of Manhattan as such Process Agent subject to the approval
(which approval shall not be unreasonably withheld) of the Administrative
Agent. Each of the parties hereto (other than the Collateral Agent or the
Administrative Agent) covenants and agrees that it shall take any and all
reasonable action, including the execution and filing of any and all documents,
that may be necessary to continue the designation of the Process Agent pursuant
to this paragraph in full force and effect and to cause the Process Agent to
act as such.


 


Nothing herein shall in any way be deemed to limit
the ability of any Lender to serve any process or summons in any manner
permitted by applicable law or to obtain jurisdiction over any Person in such
other jurisdictions, including but not limited to Brazil, and in such manner,
as may be permitted by applicable law.


 


Each party hereto hereby irrevocably waives any
objection that it may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement brought
in or removed to New York City (and courts of appeals therefrom) and


 


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hereby further irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum. A final judgment (in respect of which time for all
appeals has elapsed) in any such suit, action or proceeding shall be conclusive
and may be enforced by suit upon judgment in any court in any jurisdiction to
which the applicable Person is or may be subject.


 


8.14. Waiver of jury trial. EACH OF THE
PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR
RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, IN
ANY ACTION, LITIGATION OR OTHER PROCEEDING OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY OTHER PERSON, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED IN A COURT TRIAL WITHOUT
A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS
TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY
PROVISION THEREOF. THE AGREEMENT OF EACH PARTY HERETO TO THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH OF THE OTHER PARTIES HERETO TO ENTER INTO THIS
AGREEMENT.


 


8.15. Use of English language. This
Agreement has been negotiated and executed in the English language. Except as
specified otherwise herein, all certificates, reports, notices and other
documents and communications given or delivered pursuant to this Agreement
(including any modifications or supplements hereto or thereto) shall be in the
English language, or accompanied by an English translation thereof.


 


8.16. Captions. The table of contents and
captions and Section headings appearing herein are included solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Agreement.


 


8.17. Counterparts. This Agreement may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart. A set of the copies of this Agreement signed by all the
parties hereto shall be retained by the Agents.


 


J-24

















 


8.18. IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed and delivered as of the day and year
first above written.


 


	
   

  	
   

  	
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  as Administrative Agent under the Export Prepayment Facility Agreement and
  Secured Loan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to
Intercreditor Agreement


 

















 


	
   

   

  	
   

  	
  THE BANK OF NEW YORK MELLON,

  as U.S. Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to
Intercreditor Agreement


 

















 


	
   

   

  	
   

  	
  BNY MELLON SERVIÇOS

  FINANCEIROS DISTRIBUIDORA DE

  TÍTULOS E VALORES MOBILIÁRIOS

  S.A.,

  as Brazil Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to
Intercreditor Agreement


 

















 


	
   

  	
   

  	
  ARACRUZ CELULOSE S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to
Intercreditor Agreement


 

















 


	
   

  	
   

  	
  ARACRUZ TRADING INTERNATIONAL LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to
Intercreditor Agreement


 

















 


	
   

  	
   

  	
  ALÍCIA PAPÉIS S.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARACRUZ CELULOSE (USA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to
Intercreditor Agreement


 

















 


	
   

   

  	
   

  	
  [ADDITIONAL LENDERS PARTY TO

  ANY SUBSEQUENTLY ISSUED PARI-

  PASSU REFINANCING DEBT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [·],

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to
Intercreditor Agreement


 
















 


SCHEDULE 1


 


Form of Accession Agreement


 


THIS AGREEMENT (this “Agreement”) is dated [  ] and is supplemental to an Intercreditor
Agreement dated as of [ ], 2009 (as amended, restated or novated from time to
time, the “Intercreditor Agreement”) entered into by and among (a) Aracruz
Celulose S.A. (“Aracruz Celulose”), (b) Aracruz Trading
International Ltd. (“Aracruz Trading”), (c) Alícia Papéis (“Alicia”),
(d) Aracruz Celulose (USA), Inc., (Aracruz USA Inc.”), (e) Deutsche
Bank Trust Company Americas, as administrative agent for the Lenders party to
the EPF and Secured Loan Agreement as defined therein (in such capacity,
together with its successors in such capacity, the “Administrative Agent”),
(f) The Bank of New York Mellon, as collateral agent (in such capacity
together with its successors in such capacity, the “Collateral Agent”), (g) BNY
Mellon Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários S.A.
(in such capacity, together with its successors in such capacity, the “Brazil
Collateral Agent”) and (h) each Additional Administrative Agent and
Additional Bilateral Lender that becomes a party to the Intercreditor Agreement
pursuant to Section 7.1 thereof.


 


2. Words and expressions defined in or incorporated
by reference in the Intercreditor Agreement shall, unless the context otherwise
requires, or unless otherwise defined in this Agreement, have the same meanings
when used in this Agreement.


 


3. [Name of Acceding Party]  hereby agrees with each other
Person that is or who becomes a party to the Intercreditor Agreement that, with
effect on and from the date hereof, it will be bound by all the terms,
provisions and conditions contained in the Intercreditor Agreement as a
[specify capacity]) as if it had been an original party to the Intercreditor
Agreement in that capacity.


 


4. Address for notice of [Name of Acceding Party]  for the purposes of Section 8
of the Intercreditor Agreement is:


 


[Name of Acceding Party]


[Address]


[Attention]


 


5. This Agreement and the rights and obligations of
the parties hereunder shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to any conflict of laws
principles that would require the application of the laws of another
jurisdiction.


 


6. Use of English Language. This Agreement
has been negotiated and executed in the English language.


 


7. Miscellaneous. In order to guarantee the
effectiveness of the Collateral (mortgage and agricultural pledge) provided
under the EPF and Secured Loan Agreement, and considering that such Collateral
is an accessory agreement that follows the principal agreement (the EPF and
Secured Loan Agreement), the parties hereto undertake that this Accession
Agreement and the Intercreditor Agreement shall be annotated before the
competent Real Estate Registries in Brazil,


 

















 


duly notarized, consularized, and translated into
Portuguese by a Sworn Translator, according to articles 286 to 298 of the
Brazilian Civil Code, especially articles 287 and 289 thereof.


 


8. Counterparts. This Agreement may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart. A set of the copies of this Agreement signed by all the
parties hereto shall be retained by the Agents.


 


	
   

  	
   

  	
  [NAME OF ACCEDING PARTY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [COLLATERAL AGENT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [ADMINISTRATIVE AGENT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to
Accession Agreement


 


2

















 


SCHEDULE 2


 


Form of Adherence of
Collateral Agent


 


THIS AGREEMENT (this “Agreement”) is dated [ ] and is supplemental to an
Intercreditor Agreement dated as of [ ], 2009 (as amended, restated or novated
from time to time, the “Intercreditor Agreement”) entered into by and
among (a) Aracruz Celulose S.A. (“Aracruz Celulose”), (b) Aracruz
Trading International Ltd. (“Aracruz Trading”), (c) Alícia Papéis (“Alicia”),
(d) Aracruz Celulose (USA), Inc., (Aracruz USA Inc.”), (e) Deutsche
Bank Trust Company Americas, as administrative agent for the Lenders party to
the EPF and Secured Loan Agreement as defined therein (in such capacity,
together with its successors in such capacity, the “Administrative Agent”),
(f) The Bank of New York Mellon, as collateral agent (in such capacity
together with its successors in such capacity, the “Collateral Agent”), (g) BNY
Mellon Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários S.A.
(in such capacity, together with its successors in such capacity, the “Brazil
Collateral Agent”) and (h) each Additional Administrative Agent and
Additional Bilateral Lender that becomes a party to the Intercreditor Agreement
pursuant to Section 7.1 thereof.


 


1. Words and expressions defined in or incorporated
by reference in the Intercreditor Agreement shall, unless the context otherwise
requires, or unless otherwise defined in this Agreement, have the same meanings
when used in this Agreement.


 


2. [Name of party]  (the “Former Party”) is the [Brazil / U.S.]
Collateral Agent but [wishes to resign/has been removed] from its appointment
as such under the Intercreditor Agreement and the [name of party] (the “New
Party”) proposes to accept the appointment of Collateral Agent under the
Intercreditor Agreement. Execution of this Agreement by the New Party is a
condition precedent to such appointment becoming effective.


 


3. The New Party agrees with each other person
which is a party to the Intercreditor Agreement that as from [·]
[specify
the date on which the appointment of the New Party shall become effective], it will at all times thereafter
observe, perform and be bound by all the terms, provisions, covenants and
undertakings contained in the Intercreditor Agreement and expressed to be
observed and/or performed by [·] as if the New
Party had been a party to the Intercreditor Agreement.


 


4. The Former Party, as from the date first written
above, hereby transfers all the powers received from any party to the EPF and
Secured Loan Agreement, Intercreditor Agreement and Accession Agreement,
subject only to certain further conditions set forth in the Intercreditor
Agreement. Therefore, the New Party may represent such parties before federal,
state, and municipal authorities, departments, specifically city governments,
public records and real estate records offices and may, therefore, sign
applications, contracts, deeds, and other documents, including public and/or
private instruments of amendment and ratification, or amendment; and, further,
apply for, arrange, and sign any and all documents and records that may be
required or necessary in the best interest of the relevant grantors; check in
and out documents, including with and from notary public, public records
offices and any other authorities. Finally, perform any other act, however
specific such act may be or omitted to be stated herein, provided that such
acts are performed within the powers set forth above.


 

















 


5. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


6. Use of English Language. This Agreement
has been negotiated and executed in the English language.


 


7. Counterparts. This Agreement may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart. A set of the copies of this Agreement signed by all the
parties hereto shall be retained by the Agents.


 


	
   

  	
   

  	
  [NAME OF NEW PARTY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [COLLATERAL AGENT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page Adherence
of Collateral Agent


 

















 


SCHEDULE 3


 


Form of power of attorney


 


POWER OF ATTORNEY GRANTED BY: [ADDITIONAL LENDER / ADDITIONAL ADMINISTRATIVE AGENT]
TO [BRAZIL COLLATERAL AGENT / SUCCESSOR COLLATERAL AGENT WITH RESPECT TO
BRAZILIAN COLLATERAL]


 


TO WHOMEVER THIS INSTRUMENT MAY CONCERN, on the [   ] of [   ] of [   ],
in this City of     , [country], appeared before me as
grantor, [Additional Lender / Additional
Administrative Agent], [full qualification], (hereinafter referred to as “Grantor”).
The Grantor, by its representative, stated that the Grantor appoints as its
lawful attorney-in-fact, [Brazil Collateral
Agent / Successor Collateral Agent with respect to Brazilian Collateral],
[full
qualification]  (hereinafter
referred to as “Grantee”), upon which specific powers are conferred to
represent the Grantor before federal, state, and municipal authorities,
departments, specifically city governments, public records and real estate
records offices and may, therefore, sign applications, contracts, deeds, and other
documents, including public and/or private instruments of amendment,
ratification, and amendment; and, further, apply for, arrange, and sign any and
all documents and records that may be required or necessary in the best
interest of the Grantor; check in and out documents, including with and from
notary public and public records offices and any other authorities. Finally,
perform any other act, however specific such act may be or omitted to be stated
herein, including the appointment of substitutes, provided that such acts are
performed in relation to the purpose of perfecting and/or enforcing any
mortgage or any other collateral received by Grantor, in connection with that
certain Refinancing Agreement, dated [·]. This power of
attorney shall be valid and effective for [   ] from the date
hereof. [Closing]. I,     , Notary Public, drew it up and
signed.


 


	
  [ADDITIONAL
  LENDER / ADDITIONAL ADMINISTRATIVE AGENT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE 4


 


Form of power of attorney


 


POWER OF ATTORNEY GRANTED BY: [ADDITIONAL LENDER] TO [ADDITIONAL ADMINISTRATIVE AGENT / THIRD PARTY]


 


TO WHOMEVER THIS INSTRUMENT MAY CONCERN, on the [    ] of [    ] of [    ],
in this City of     , [country], appeared before me as
grantor, [Additional Lender], [full
qualification], (hereinafter
referred to as “Grantor”). The Grantor, by its representative, stated that the
Grantor appoints as its lawful attorney-in-fact, [Additional Administrative Agent / Third Party], [full
qualification]  (hereinafter
referred to as “Grantee”), upon which specific powers are conferred to
represent the Grantor before federal, state, and municipal authorities,
departments, specifically city governments, public records and real estate
records offices and may, therefore, sign applications, contracts, deeds, and
other documents, including public and/or private instruments of amendment,
ratification, and amendment; and, further, apply for, arrange, and sign any and
all documents and records that may be required or necessary in the best
interest of the Grantor; check in and out documents, including with and from
notary public and public records offices and any other authorities. Finally,
perform any other act, however specific such act may be or omitted to be stated
herein, including the appointment of substitutes, provided that such acts are
performed in relation to the purpose of perfecting and/or enforcing any
mortgage or any other collateral received by Grantor, in connection with that certain
Refinancing Agreement, dated [·]. This power of
attorney shall be valid and effective for [    ] from the
date hereof. [Closing]. I,     , Notary Public, drew it up
and signed.


 


	
  [ADDITIONAL
  LENDER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE 5


 


Form of appointment of
substitute


 


APPOINTMENT OF SUBSTITUTE GRANTED BY: [BRAZIL COLLATERAL AGENT] TO [AGENT WITH RESPECT TO BRAZIL COLLATERAL]


 


TO WHOMEVER THIS INSTRUMENT MAY CONCERN, on the [    ] of [    ] of [    ],
in this City of       , [country], appeared
before me as grantor, [Brazil Collateral
Agent], [full qualification], (hereinafter referred to as “Grantor”).
The Grantor, by its representative, stated that the Grantor appoints as its
substitute, [Agent with respect to Brazil
Collateral], [full qualification]  (hereinafter referred to as “Grantee”),
delegating to Grantee all of the powers conferred to Grantor under the power of
attorney dated [·], granted by [Additional Lender /
Additional Administrative Agent], including therefore the powers to
represent the [Additional Lender / Additional
Administrative Agent] before federal, state, and municipal
authorities, departments, specifically city governments, public records and
real estate records offices and may, therefore, sign applications, contracts,
deeds, and other documents, including public and/or private instruments of
amendment, ratification, and amendment; and, further, apply for, arrange, and
sign any and all documents and records that may be required or necessary in the
best interest of the[Additional Lender /
Additional Administrative Agent]; check in and out documents,
including with and from notary public and public records offices and any other
authorities. Finally, perform any other act, however specific such act may be
or omitted to be stated herein, including the further appointment of
substitutes, provided that such acts are performed in relation to the purpose
of perfecting and/or enforcing any mortgage or any other collateral received by
the [Additional Lender / Additional
Administrative Agent], in connection with that certain Refinancing
Agreement, dated [·]. This
appointment of substitute shall be valid and effective for [    ]
from the date hereof. [Closing]. I,       ,
Notary Public, drew it up and signed.


 


	
  [BRAZIL
  COLLATERAL AGENT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE 6


 


Form of appointment of
successor substitute


 


APPOINTMENT OF SUBSTITUTE GRANTED BY: [BRAZIL COLLATERAL AGENT] TO [SUCCESSOR BRAZIL COLLATERAL AGENT]


 


TO WHOMEVER THIS INSTRUMENT MAY CONCERN, on the [    ] of [    ] of [    ],
in this City of       , [country], appeared
before me as grantor, [Brazil Collateral
Agent], [full qualification], (hereinafter referred to as “Grantor”).
The Grantor, by its representative, stated that the Grantor appoints as its
substitute, [Successor Brazil Collateral
Agent], [full qualification]  (hereinafter referred to as “Grantee”),
delegating to Grantee all of the powers conferred to Grantor under the power of
attorney dated [·] (without any reservation of powers to itself), granted by [Additional Lender / Additional Administrative Agent],
including therefore the powers to represent the [Additional Lender / Additional Administrative Agent] before
federal, state, and municipal authorities, departments, specifically city
governments, public records and real estate records offices and may, therefore,
sign applications, contracts, deeds, and other documents, including public
and/or private instruments of amendment, ratification, and amendment; and,
further, apply for, arrange, and sign any and all documents and records that
may be required or necessary in the best interest of the [Additional Lender / Additional Administrative Agent];
check in and out documents, including with and from notary public and public
records offices and any other authorities. Finally, perform any other act,
however specific such act may be or omitted to be stated herein, including the
further appointment of substitutes, provided that such acts are performed in
relation to the purpose of perfecting and/or enforcing any mortgage or any
other collateral received by the [Additional
Lender / Additional Administrative Agent], in connection with that
certain Refinancing Agreement, dated [·]. This
appointment of substitute shall be valid and effective for [    ]
from the date hereof. [Closing]. I,     , Notary Public,
drew it up and signed.


 


	
  [BRAZIL
  COLLATERAL AGENT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


EXHIBIT K


to Export Prepayment Facility Agreement and Secured
Loan


 


Form of Barra do Riacho Security
Documents


 


Part 1


 

















 


[Amendment and
Ratification of Mortgage Deed and

Other Covenants drawn up on February 2, 2009]


 


PUBLIC DEED OF AMENDMENT AND
RATIFICATION OF MORTGAGE AND OTHER COVENANTS


 


KNOW ALL MEN by this public deed that as of the [·]
[    ] days of the month of [·]
[·] of the year two thousand nine (2009), in this City of [·],
State of [·], at the [·] Notary Office,
located at Rua [·] n.o [·], have appeared before me and the Notary Public, the following parties,
namely:


 


a. Aracruz
Celulose S.A., a Private Law legal entity, headquartered at Rodovia
Aracruz/Barra do Riacho, Km 25, s/no, in the City of Aracruz, State of Espírito
Santo, Brazil, enrolled with the General Taxpayers’ Register under CNPJ/MF No. 42.157.511/0001-61,
herein represented by its attorneys-in-fact, Mr. José Luiz Braga, a
Brazilian citizen, married, lawyer, the bearer of the Identity Card No. 26.180,
issued by OAB/RJ, and enrolled in the Individual Taxpayers’ Register under
CPF/MF No. 198.494.437-15, domiciled and with business address in the City
of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 2.277, 4o
andar, and Ms. Eurídice Mason, a Brazilian citizen, married, lawyer, the
bearer of the Identity Card No. 89.374, issued by OAB/RJ, and enrolled in
the Individual Taxpayers’ Register under CPF/MF No. 016.719.707-05,
domiciled and with business address in the City of São Paulo, State of São
Paulo, at Av. Brigadeiro Faria Lima, 2.277 - 4o andar, according to a power of
attorney drawn up on May 15, 2008, by the Register of Birth of the 39th
District of Vila Madalena, in the City of São Paulo, State of São Paulo, on page 180
of Book 0175, recorded on June 2, 2008, in the 1st Register of Real Estate, Deeds
and Documents and Legal Entities of Aracruz, in the State of Espírito Santo, on
Book B No. 09 under No. 5.265, hereinafter simply referred to as “Aracruz
Celulose”;


 


b. BNY Mellon
Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários S.A., a
financial institution duly organized and existing under the laws of Brazil,
headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at
Avenida Presidente Wilson, 231, 11 Floor, Brazil, enrolled with the General
Taxpayers’ Register under CPNJ/MF No. 02.201.501/0001-61, having its
[consolidated] By-Laws duly filed with the Commercial Registry of the State of
Rio de Janeiro under No. 00001854459, in session of 11/03/2008, herein
represented by its attorney-in-fact , Ms. Marcella Souza Steinke, a
Brazilian citizen, single, administrator, the bearer of the Identity Card RG No. 17907873-2
SSP/SP, enrolled in the Individual Taxpayers’ Register under CPF/MF No. 215.876.598-40,
according to the power of attorney drawn up on February 2, 2009, by the
Notary Public of the 15th Notary Office of the City of Rio de Janeiro,
on page 050 of Book 763, act 042, [    ], acting
herein in the capacity of agent and representative (in this capacity it is
hereinafter referred to as the “Collateral Agent”) of the creditor financial
institutions (hereinafter indistinctly referred to as the “Lenders” and further
described below) of Aracruz Trading Ltd., a company duly organized and validly
existing under the Laws of Hungary, headquartered in the City of Csomád, at
Akácos út 10-11. H-2161 (hereinafter “Aracruz Trading”), under the Export
Prepayment Facility Agreement and Secured Loan (hereinafter the “Credit
Agreement”). The terms initiated by capital letters used herein and not defined
otherwise in this deed shall have the same meaning ascribed to them in the
Credit Agreement, dated of May 13, 2009, by means of which the institutions
below have extended a Loan to Aracruz Trading to refinance a Terminated
Derivatives Obligations and certain Loans object of the Lender Bilateral


 
















 


Debt mentioned in the Credit Agreement, having as
Lenders: Banco Itaú BBA S.A. -Nassau Branch, a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·],
acting through its Nassau Branch, located at [·]
(“Itaú BBA”), Banco Santander, S.A., a financial institution duly
organized and validly existing under the laws of Spain, headquartered at [·],
in [·] (“Santander”), Banco Santander, S.A., Grand Cayman Branch, a
financial institution duly organized and validly existing under the laws of [·],
headquartered at [·], in [·],
acting through its Grand Cayman Branch, located at [·]
(“Santander Cayman”), Barclays Bank plc, a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“Barclays”), BNP Paribas, a financial institution duly organized and
validly existing under the laws of [·], headquartered
at [·], in [·] (“BNP”), Calyon, a financial institution duly organized and
validly existing under the laws of [·], headquartered
at [·], in [·] (“Calyon”), Citibank, N.A., a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“Citibank”), Deutsche Bank AG - London Branch, a financial institution
duly organized and validly existing under the laws of Germany, headquartered at
[·], in [·], acting through its London Branch, located at [·]
(“DB”), Goldman Sachs Bank (Europe) Plc, a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“GS”), HSBC Bank Brasil S.A. - Banco Múltiplo, a financial institution
duly organized and validly existing under the laws of [·],
headquartered at [·], in [·],
acting through its Grand Cayman Branch, located at [·]
(“HSBC”), JP Morgan Chase Bank, N.A., a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“JP Morgan”), Merrill Lynch Credit Products, LLC, a financial
institution duly organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“ML”), Banco Bilbao Viscaya Argentaria S.A., a financial institution
duly organized and validly existing under the laws of [·],
headquartered at [·], in [·],
acting through its Grand Cayman Branch, located at [·]
(“BBVA”), ING Bank N.V., a financial institution duly organized and
validly existing under the laws of [·], headquartered
at [·], in [·], acting through its Curaçao Branch, located at [·]
(“ING”), and Lehman Brothers Special Financing Inc. -DIP a financial
institution duly organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“Lehman”). As mentioned above, Lenders are herein represented by the
Collateral Agent according to the powers of attorney that will remain duly
registered with this office, on pages [    ] to [    ],
of file [    ], which I certify.


 


The representatives herein have legal capacity and
were recognized by myself in accordance with the documents presented, which I
attest. Following, I was uniformly and successively said the following by
the contracting parties:


 


1)
On February 2, 2009 a public deed of mortgage and other covenants
(hereinafter the “Mortgage Deed and Other Covenants”) has been drawn up in the
Book 18-N, page 03, of the Third Public Registry of the City of Aracruz,
in the State of Espírito Santo, which deed, to be adapted to the terms of the
Credit Agreement, must be amended and ratified, which is made by this
instrument.


 


K-2

















 


2)
By means of the Mortgage Deed and Other Covenants, Aracruz Celulose have given,
in favor of the Collateral Agent and to the benefit of the Lenders, in first
priority mortgage the real estate properties therein described and
characterized in details.


 


3)
The guarantees mentioned above are designed to secure the payment of certain
obligations described in a credit agreement dated January 16, 2009
(mentioned in the Mortgage Deed and Other Covenants as the “Agreement”).
Aracruz Celulose, Aracruz Trading and the Lenders, among others, executed on
[date] the Credit Agreement, evidencing and confirming all conditions of the
financing contemplated in the Agreement.


 


4)
The obligations resulting from the Credit Agreement constitute debts of Aracruz
Trading guaranteed by Aracruz Celulose, provided that both, herein represent
that they are jointly and severally liable for the totality of the credit
mentioned in item 6 below, as provided for in Article 264 et seq. of the
Brazilian Civil Code.


 


5)
By means of this amendment and ratification deed, among other elements, the
Lenders represent that the Collateral Agent is expressly replaced by the
Lenders as the beneficiaries of the security interest mentioned in item 2 above
and, for this reason, the appointment of the Collateral Agent is hereby amended
and confirmed in accordance with the documentation presented by each of the
Lenders. The parties also confirm that any and all costs and expenses incurred
by the Collateral Agent shall be solely and exclusively borne by Aracruz
Celulose. They further represent that all actions performed by the Collateral
Agent exclusively related to the perfection of the Mortgage Deed and Other
Covenants as well as the creation of security interest in the form of mortgage
are also expressly ratified herein by Lenders as provided for in the Sole
Paragraph of Article 662 of the Brazilian Civil Code.


 


6)
For the purposes of the provisions of Article 1,424 of the Brazilian Civil
Code, the parties confirm that: (i) the credit secured by the mortgage
granted under the Mortgage Deed and Other Covenants is of US$ [    ],
which corresponds on the date hereof to R$[    ], using,
for conversion purposes the rate PTAX 800, option 5, disclosed on [date] by the
Central Bank of Brazil through the System Sisbacen; (ii) the final
maturity date of the credit mentioned herein is December 31, 2017,
provided that such debt shall be repaid in thirty four (34) equal and
consecutive installments, the first two (02) installments being due on
06/30/2009 and 12/31/2009, respectively and the thirty two (32) remaining
amortization installments due at the end of each fiscal quarter thereafter; (iii) the
interest on the credit mentioned herein shall be accrued according to the LIBOR
rate for three-month deposits, added by surcharge as follows: a) from
01/01/2009 to 12/31/2009 - a margin of 3.50% p.a. (three integers and fifty
hundredth per annum), b) from 01/01/2010 to 06/30/2010 - a margin of 4.00% p.a.
(four percent per annum), c) from 07/01/2010 to 12/31/2010 - a margin of 4.25%
p.a. (four integers and twenty five hundredth per annum), d) from 01/01/2011 to
06/30/2011 - a margin of 4.50% p.a. (four integers and fifty hundredth per
annum), e) from 07/01/2011 to 12/31/2011 - a margin of 4.75% p.a. (four
integers and seventy five hundredth per annum), f) from 01/01/2012 to
06/30/2012 - a margin of 5.00% p.a. (five percent per annum), g) from
07/01/2012 to


 


K-3

















 


12/31/2012 - a margin of 5.25% p.a. (five integers
and twenty five hundredth per annum), h) from 01/01/2013 to 06/30/2013 - a
margin of 5.50% p.a. (five integers and fifty hundredth per annum), i) from
07/01/2013 to 12/31/2013 - a margin of 5.75% p.a. (five integers and seventy
five hundredth per annum), and j) from 01/01/2014 until final maturity, on
12/31/2017 - a margin of 6.00% p.a. (six percent per annum); and (iv) the
real properties and other assets described and characterized in the Mortgage
Deed and Other Covenants secure the payment of the credit resulting from the
Credit Agreement.


 


7)
In case of sale or creation of any lien (other than Permitted Liens) over any
of the real estate properties mortgaged under the Mortgage Deed and Other
Covenants, without the Collateral Agent’s, acting on behalf of the Lenders,
prior written consent, unless otherwise permitted under the Credit Agreement,
the Lenders may, subject to the terms of the Credit Agreement, declare the debt
secured by the Mortgage Deed and Other Covenants due and payable, as provided
for in the Sole Paragraph of Article 1,475 of the Brazilian Civil Code,
unless the following conditions are met: (i) the consideration received by
Aracruz Celulose in such sale is equal to or exceeds the Fair Market Value, as
provided for in the Credit Agreement, of the asset sold in such sale and (ii) 75%
(seventy-five percent) of the consideration received in connection with such
sale consists of (ii.a) cash or Cash Equivalents, as provided for in the Credit
Agreement or (ii.b) property or assets to be owned by and used in the
businesses of the Aracruz Celulose, of a nature or type, or that are used in a
business similar or related to the nature or type, of the property and assets
of, or the business of, the Aracruz Celulose existing on the date of such sale;
the Credit Agreement provides other rules that shall be observed in a
Asset Sale situation. In the case the conditions for sale to third parties set
forth in this item 7 and in the Credit Agreement are met, the security interest
granted pursuant to the Mortgage Deed and Other Covenants shall be released and
the Collateral Agent, acting on behalf of the Lenders shall take all actions
required by law or that Aracruz Celulose may reasonably request in order to
properly release such security interest, including any filings with the
relevant registries in Brazil, provided that any costs or expenses in
connection therewith shall be borne by Aracruz Celulose.


 


8)
In addition to the provisions of item 7 above, the Lenders may, at any time,
accelerate the maturity of the debt as provided in the Credit Agreement, in
case Aracruz Trading fails to pay any amounts that shall be paid to the Lenders
under the Credit Agreement, or in case any other Event of Default under Section 9.1(a) of
the Credit Agreement occurs and is continuing (and is not properly remedied within
any cure periods set forth in the Credit Agreement), or to the extent that an
automatic acceleration event occurs under Section 9.1(e), (f) or (g) of
the Credit Agreement or upon the occurrence of any other Event of Default to
the extent that the Administrative Agent (upon request of the Majority Lenders)
declares the acceleration of all amounts due thereunder, which shall be
evidenced by means of a written notice sent to the Collateral Agent (together
with copy of the notice sent by the Administrative Agent, as required pursuant
to Section 9.1 of the Credit Agreement), the Collateral Agent may, on
behalf of the Lenders, execute the rights under this deed regardless of the
acceleration of the maturity of the debt.


 


K-4

















 


9)
Environmental Liability: Aracruz Celulose states that: (i) the mortgaged
real estate properties and the respective businesses and operations conducted
therein are in compliance with and have no liability under any applicable
Environmental Law; (ii) as owner of the mortgaged real estate properties
has obtained all Environmental Permits required for the conduct of their
businesses, operations and the use of such mortgaged real estate properties in
accordance with the Environmental Laws, and all such Environmental Permits are
valid and in good standing; and (iii) except as described in the Credit
Agreement, there is no Environmental Claim pending or threatened relating to
any of the mortgaged real estate properties, particularly including, without
limitation, the property Barra do Riacho, and there are no actions, activities,
circumstances, conditions, events or incidents that could give grounds for such
an Environmental Claim.


 


10)
The parties confirm hereby that the resolutory conditions provided for in the
Mortgage Deed and Other Covenants, namely: (i) the execution of the Credit
Agreement, and (ii) registration of the mortgage in favor of BANCO
NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES over the real estate
property in the City of Guaíba, State of Rio Grande do Sul, where the
industrial facilities of Aracruz Celulose are located, including the land,
buildings, machinery and equipment installed and in operation therein as a
collateral to Agreement No. 06.2.1060.1 executed with that institution on November 26,
2006, are totally fulfilled, so that the security interest created under the
Mortgage Deed and Other Covenants shall be considered irrevocable and
irretrievable and remain indivisible and enforceable until final and total
payment of the obligations resulting from the Credit Agreement.


 


11)
Aracruz Celulose undertakes to provide the georeferencing of the mortgaged real
property within the maximum period set forth on the applicable legislation
which governs this procedure. Furthermore, Aracruz Celulose also agrees to
present to the Collateral Agent, always up to the last business day of [May /
June - as the date of the execution of the Amendment and Ratification of
Mortgage and Other Covenants] a survey of georeferenced areas as well as its
respective procedures that have already been enrolled with the National
Institute of Colonization and Agrarian Reform -INCRA so as to obtain their
certification or, when applicable, the enrollment certificate of registration
of ownership of the property that already contain an annotation of the new
description in order to evidence compliance with the above-mentioned
georeferencing obligation. In the event of enforcement of the mortgage, in
observance to the good faith principle, Aracruz Celulose undertakes to perform
all required acts and measures in regard to georeferencing in order to permit
the registration acts in relation to adjudication or disposal of the real
estate properties in their applicable Real Estate Registry Office. Aracruz
Celulose, hereby, grants the necessary powers, even if not specified herein, to
the Collateral Agent, if the enforcement of the mortgage takes place and
provided that there is no compliance with the georeferencing obligation
established herein, to take all necessary measures with the applicable bodies
to promote the realization of the georeferencing of the real estate properties
and the Collateral Agent is entitled, therefore, to sign any and all documents.
In this situation, the expenditure


 


K-5

















 


undertaken in connection to such arrangements
should be fully disbursed by Aracruz Celulose.


 


12)
In case there is any imperfection in the real estate properties mortgaged
description, the parties have requested and hereby expressly agreed to
authorize the respective real estate registries that any such event shall be
superseded by the characteristics, descriptions and confrontations contained in
the corresponding records, in order to comply with the registry principle of objective
specialty, as provided for in Federal Law No. 6.015/1973, Articles 176 et
seq., so that there shall be no need for another amendment and ratification of
the Mortgage Deed and Other Covenants for such reason.


 


13)
Because the industrial complex (hereinafter referred to as the “Industrial
Complex”) and Barra do Riacho Plants described in details and characterized in
Records Nos. 10.801 and 11.956, respectively, of the 1st Register of Real Estate, Deeds
and Documents and Legal Entities of Aracruz, in the State of Espírito Santo,
are part of the mortgaged real estate properties, and, according to Articles
1.473 and 79, both of the Brazilian Civil Code the Industrial Complex are an
integrant part of such security interest, to secure the payment of the credit
to Lenders upon the occurrence of any loss in the Industrial Complex or in the
Barra do Riacho Plants, Aracruz Celulose undertakes to maintain insurance
coverage for the existing and any future improvements, equipment, fixtures and
facilities against fire and risks, as customary in the business in which
Aracruz operates, with recognized insurance companies, and to cause the
Collateral Agent, on behalf of the Lenders, to become, and shall at all times
maintain the Collateral Agent as, an additional insured under each insurance
policy covering the Industrial Complex or the Barra do Riacho Plants.


 


14)
In case of total or partial expropriation by any Governmental Authority of the
mortgaged real estate properties, the rights of Lenders under this mortgage
shall be subrogated in the price that may be paid by the Expropriating
Authority, to the extent that such expropriation results in an Event of Default
under Section 9.1(a) of the Credit Agreement, or to the extent that
such expropriation results in an automatic acceleration event under Section 9.1(e),
(f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon
request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with copy of the notice sent by the Administrative
Agent, as required pursuant to Section 9.1 of the Credit Agreement), being
the Lenders and Collateral Agent herein and hereby vested with irrevocable and
irretrievable powers to receive such proceeds, unless otherwise provided in the
Credit Agreement without prejudice of other rights and prerogatives granted to
them in this deed, the Mortgage Deed and Other Covenants and shall apply such
proceeds in the form set forth in the Credit Agreement. Lenders and Collateral
Agent may, further, practice all actions required to full performance of the
power of attorney granted to them in this provision, including substitute, in
whole or in part, the powers herein granted to them.


 


K-6

















 


15)
That Aracruz Celulose undertakes to: (a) pay, when due, all taxes, fees
and any charges with their respective fines currently levied or which may be
levied in the future on the mortgaged real estate properties and accessories,
either by virtue of new laws or interpretation of existing ones, showing, when
requested, evidence of each payment to Lenders or the Collateral Agent. (b) timely
pay the premiums due in relation to the insurance of the Industrial Complex,
presenting to Lenders and the Collateral Agent evidence thereof within five
(05) days after the deadline for payment of the premium of the respective
policies (but always before the expiration of their term of validity); (c) maintain
integral the guarantee herein created, taking all steps required to the due
conservation and maintenance of the mortgaged real estate properties; (d) within
twenty (20) Business Days as of the date of execution hereof provide Lenders
and the Collateral Agent with evidence of presentation of this amendment and
ratification deed for registration in the records with the competent Real
Estate Registries, certifying that this is a first priority security interest,
with no concurrence of third parties and that there are no liens, security
interests of any nature, pledges, attachments, seizures, or other similar
restrictions; (e) provide to the Collateral Agent, within ten (10) Business
Days after registration hereof, evidence of such registration; and (f) obtain
any and all registrations required to perfect the guarantee over any properties
that may be mortgaged in replacement or in addition to those already mortgaged,
in accordance with the Credit Agreement and in accordance with Articles 1.425
and 1.427, both of the Brazilian Civil Code and deliver to Lenders and the
Collateral Agent the corresponding certificates immediately after such
registrations.


 


16)
That the Lenders, through the Collateral Agent, to the extent agreed to in the
Credit Agreement and in accordance with the provisions thereof, are hereby
entitled to inspect, examine or survey the mortgaged real estate properties, on
a date and time previously set with Aracruz Celulose.


 


17)
That the amounts the Lenders or the Collateral Agent may potentially spend to
pay any taxes levied on the mortgaged real properties that Aracruz Celulose may
fail to pay when due, as well as any reasonable amounts the Lenders may
disburse for any other reason, to secure and conserve their rights (including,
without limitation, attorneys and experts’ fees and expenses) shall be
reimbursed by Aracruz Celulose upon request of the Lenders or Collateral Agent.


 


18)
That the terms and obligations provided for in this amendment and ratification
deed, the Mortgage Deed and Other Covenants will mature irrespective of any
judicial or extrajudicial notice or notification, which is hereby expressly
waived by Aracruz Celulose, provided that it is in accordance with the terms of
the Credit Agreement.


 


19)
All other obligations contained in the Mortgage Deed and Other Covenants shall
remain in full force and enforceable and are hereby expressly ratified and
confirmed by the parties, and this deed does not constitute novation for
purposes of Articles 360 et seq of the Brazilian Civil Code.


 


K-7

















 


20)
The parties elect the Courts of the City of Aracruz, in the State of Espírito
Santo, to settle any controversies resulting from this deed, with express
waiver of any other Court no matter how privileged they may be.


 


The parties have said the following: a) they accept this deed in all its express
terms, and, b) they hereby authorize
Mr. Official of the Real Estate Registry to perform all actions required to the
registrations and/or records of this deed. That is what I was told, I certify, upon
request of the parties I have drawn up this deed, which was drafted and read in
the presence of the parties, who after having agreed to it, have granted and executed
same, waiving the presence of witnesses, as authorized by Decision    
of the H. Judicial Administrative Department of the State of            .
FORM DOI/SRF WAS ISSUED. I,                    ,
the authorized clerk have written it and I                      
, the Notary Public have subscribed and signed it. (a.a)Mr.                  //           
     //Sr.           //         //              //(Duly
stamped, amounts collected in currency). NOTHING FURTHER. CERTIFIED COPY MADE IMMEDIATELY.
I,                ,
authorized clerk, have typed it, and I              have
subscribed and hereinto set my hand and seal.


 


IN WITNESS WHEREOF.


 


	
   

  
	
  Aracruz Celulose S.A.

  



 


 


GRANTEE:


 


 


	
   

  
	
  [BANKS]

  



herein represented by BNY Mellon Serviços Financeiros

Distribuidora de Títulos e Valores Mobiliáros S.A.


 


 


	
  Hon. 

  	
   

  	
   

  
	
                 PUBLIC
  NOTARY

  



 


K-8

















 


EXHIBIT K

to Export Prepayment Facility Agreement and Secured Loan


 


Form of Barra do Riacho Security
Documents


 


Part 2


 


2

















 


[Amendment and
Ratification of Mortgage Deed and

Other Covenants drawn up on February 3, 2009]


 


PUBLIC DEED OF AMENDMENT AND
RATIFICATION OF MORTGAGE AND OTHER COVENANTS


 


KNOW ALL MEN by this public deed that as of the [·]
[    ] days of the month of [·]
[·] of the year two thousand nine (2009), in this City of [·],
State of [·], at the [·] Notary Office,
located at Rua [·] n.o [·], have appeared before me and the Notary Public, the following parties,
namely:


 


a. Aracruz Celulose
S.A., a Private Law legal entity, headquartered at Rodovia
Aracruz/Barra do Riacho, Km 25, s/no, in the City of Aracruz, State of Espírito
Santo, enrolled with the General Taxpayers’ Register under CNPJ/MF No. 42.157.511/0001-
61, herein represented by its attorneys-in-fact, Mr. José Luiz Braga, a
Brazilian citizen, married, lawyer, the bearer of the Identity Card No. 26.180,
issued by OAB/RJ, and enrolled in the Individual Taxpayers’ Register under
CPF/MF No. 198.494.437-15, domiciled and with business address in the City
of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 2.277, 4th floor, and Ms. Eurídice
Mason, a Brazilian citizen, married, lawyer, the bearer of the Identity Card No. 89.374,
issued by OAB/RJ, and enrolled in the Individual Taxpayers’ Register under
CPF/MF No. 016.719.707-05, domiciled and with business address in the City
of São Paulo, State of São Paulo, at Av. Brigadeiro Faria Lima, 2.277 - 4th
floor, according to a power of attorney drawn up on May 15, 2008, by the
Register of Birth of the 39th District of Vila Madalena, in the City of São
Paulo, State of São Paulo, on page 180 of Book 0175, recorded on June 2,
2008, in the 1st Register of Real Estate, Deeds and Documents
and Legal Entities of Aracruz, in the State of Espírito Santo, on Book B No. 09
under No. 5.265, hereinafter simply referred to as “Aracruz Celulose”;


 


b. Mucuri
Agroflorestal S.A., a Private Law legal entity, headquartered at
Rodovia Aracruz/Barra do Riacho, km 25, s/no, in the City of Aracruz, State of
Espírito Santo, enrolled with the Corporate Taxpayers’ Register under CNPJ/MF No. 28.163.251/0001-
06, herein represented by its attorneys-in-fact, Mr. José Luiz Braga, a
Brazilian citizen, married, lawyer, the bearer of the Identity Card No. 26.180,
issued by OAB/RJ, and enrolled in the Individual Taxpayers’ Register under
CPF/MF No. 198.494.437-15, domiciled and with business address in the City
of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 2.277, 4th
floor, and Ms. Eurídice Mason, a Brazilian citizen, married, lawyer, the
bearer of the Identity Card No. 89.374, issued by OAB/RJ, and enrolled in
the Individual Taxpayers’ Register under CPF/MF No. 016.719.707-05,
domiciled and with business address in the City of São Paulo, State of São
Paulo, at Avenida Brigadeiro Faria Lima, 2.277, 4th floor, according to a power
of attorney drawn up on July 1st, 2008, by the Register of Birth of the
39th District of Vila Madalena, in the City of São Paulo, State of São Paulo,
on page 205/208 of Book 0176, recorded on July 8, 2008, in the 1st.
Register of Real Estate, Deeds and Documents and Legal Entities of Aracruz, in
the State of Espírito Santo, on Book B No. 09 under No. 5.297,
hereinafter simply referred to as “Mucuri Florestal”;


 


c. BNY Mellon
Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários S.A., a
financial institution duly organized and existing under the laws of Brazil,
headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at
Avenida Presidente Wilson, 231, 11th Floor, enrolled with the General Taxpayers’
Register


 

















 


under CPNJ/MF No. 02.201.501/0001-61, having
its [consolidated] By-Laws duly filed with the Commercial Registry of the State
of Rio de Janeiro under No. 00001854459, in session of 11/03/2008, herein
represented by its attorney-in-fact, Ms. Marcella Souza Steinke, a
Brazilian citizen, single, administrator, the bearer of the Identity Card RG No. 17907873-2
SSP/SP, enrolled in the Individual Taxpayers’ Register under CPF/MF No. 215.876.598-40,
according to the power of attorney drawn up on February 2nd, 2009, by the
Notary Public of the 15th Notary Office of the City of Rio de Janeiro,
on page 050 of Book 763, act 042, [    ], acting
herein in the capacity of agent and representative (in this capacity it is
hereinafter referred to as the “Collateral Agent”) of the creditor financial
institutions (hereinafter indistinctly referred to as the “Lenders” and further
described below) of Aracruz Trading Ltd., a company duly organized and validly
existing under the Laws of Hungary, headquartered in the City of Csomád, at
Akácos út 10-11. H-2161 (hereinafter “Aracruz Trading”), under the Export
Prepayment Facility Agreement and Secured Loan (hereinafter the “Credit
Agreement”). The terms initiated by capital letters used herein and not defined
otherwise in this deed shall have the same meaning ascribed to them in the
Credit Agreement, dated of [date], by means of which the institutions below
have extended a Loan to Aracruz Trading to refinance a Terminated Derivatives
Obligations and certain Loans object of the Lender Bilateral Debt mentioned in
the Credit Agreement, having as Lenders: Banco Itaú BBA S.A. -Nassau Branch, a
financial institution duly organized and validly existing under the laws of [·],
headquartered at [·], in [·],
acting through its Nassau Branch, located at [·]
(“Itaú BBA”), Banco Santander, S.A., a financial institution duly
organized and validly existing under the laws of Spain, headquartered at [·],
in [·] (“Santander”), Banco Santander, S.A., Grand Cayman Branch, a
financial institution duly organized and validly existing under the laws of [·],
headquartered at [·], in [·],
acting through its Grand Cayman Branch, located at [·]
(“Santander Cayman”), Barclays Bank plc, a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“Barclays”), BNP Paribas, a financial institution duly organized and
validly existing under the laws of [·], headquartered
at [·], in [·] (“BNP”), Calyon, a financial institution duly organized and
validly existing under the laws of [·], headquartered
at [·], in [·] (“Calyon”), Citibank, N.A., a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“Citibank”), Deutsche Bank AG - London Branch, a financial institution
duly organized and validly existing under the laws of Germany, headquartered at
[·], in [·], acting through its London Branch, located at [·]
(“DB”), Goldman Sachs Bank (Europe) Plc, a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“GS”), HSBC Bank Brasil S.A. - Banco Múltiplo, a financial institution
duly organized and validly existing under the laws of [·],
headquartered at [·], in [·],
acting through its Grand Cayman Branch, located at [·]
(“HSBC”), JP Morgan Chase Bank, N.A., a financial institution duly
organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“JP Morgan”), Merrill Lynch Credit Products, LLC, a financial
institution duly organized and validly existing under the laws of [·],
headquartered at [·], in [·]
(“ML”), Banco Bilbao Viscaya Argentaria S.A., a financial institution
duly organized and validly existing under the laws of [·],
headquartered at [·], in [·],
acting through its Grand Cayman Branch, located at [·]
(“BBVA”), ING Bank N.V., a financial institution duly organized and
validly existing under the laws of [·], headquartered
at [·], in [·], acting through its Curaçao Branch, located at [·]
(“ING”), and Lehman Brothers Special Financing Inc. -


 


K-2
















 


DIP a financial institution duly organized and
validly existing under the laws of [·], headquartered
at [·], in [·] (“Lehman”). As mentioned above, Lenders are herein represented
by the Collateral Agent according to the powers of attorney that will remain
duly registered with this office, on pages [   ] to [   ],
of file [   ], which I certify.


 


The representatives herein have legal capacity and
were recognized by myself in accordance with the documents presented, which I
attest. Following, I was uniformly and successively said the following by
the contracting parties:


 


1)
On February 3, 2009, a public deed of mortgage and agricultural pledge
(hereinafter the “Mortgage Deed and Other Covenants”) has been drawn up in the
Book 06-CD, note 597, page 170 of the Notary Office of Posto da Mata, in
the City of Nova Viçosa, State of Bahia, which deed, to be adapted to the terms
of the Credit Agreement, must be amended and ratified, which is made by this
instrument.


 


2)
By means of the Mortgage Deed and Other Covenants, Aracruz Celulose and Mucuri
Florestal have given, in favor of the Collateral Agent and to the benefit of
the Lenders, in first priority mortgage the real estate properties therein
described and characterized in details, provided that Aracruz Celulose has
further granted an agricultural pledge over pending crops, or crops in process
of formation of eucalyptus wood planted for the production of pulp in the real
estate properties mortgaged by same.


 


3)
The guarantees mentioned above are designed to secure the payment of certain
obligations described in the credit agreement dated January 16, 2009
(mentioned in the Mortgage Deed and Other Covenants as the “Agreement”).
Aracruz Celulose, Aracruz Trading and the Lenders, among others, executed on
[date] the Credit Agreement, evidencing and confirming all conditions of the
financing contemplated in the Agreement.


 


4)
The obligations resulting from the Credit Agreement constitute debts of Aracruz
Trading, guaranteed by Aracruz Celulose, provided that both, jointly with
Mucuri Florestal, herein represent that they are jointly and severally liable
for the totality of the credit mentioned in item 6 below, as provided for in Article 264
et seq. of the Brazilian Civil Code.


 


5)
By means of this amendment and ratification deed, among other elements, the
Lenders represent that the Collateral Agent is expressly replaced by the
Lenders as the beneficiaries of the security interest mentioned in item 2 above
and, for this reason, the appointment of the Collateral Agent is hereby amended
and confirmed in accordance with the documentation presented by each of the
Lenders. The parties also confirm that any and all costs and expenses incurred
by the Collateral Agent shall be solely and exclusively borne by Aracruz
Celulose. They further represent that all actions performed by the Collateral
Agent exclusively related to the perfection of the Mortgage Deed and Other
Covenants as well as the creation of security interest in the form of


 


K-3

















 


mortgage and pledge are also expressly ratified
herein by Lenders as provided for in the Sole Paragraph of Article 662 of
the Brazilian Civil Code.


 


6)
For the purposes of the provisions of Article 1,424 of the Brazilian Civil
Code, the parties confirm that: (i) the credit secured by the mortgage
granted under the Mortgage Deed and Other Covenants is of US$ [    ],
which corresponds on the date hereof to R$[    ], using,
for conversion purposes the rate PTAX 800, option 5, disclosed on [date] by the
Central Bank of Brazil through the System Sisbacen; (ii) the final
maturity date of the credit mentioned herein is December 31, 2017,
provided that such debt shall be repaid in thirty four (34) equal and
consecutive installments, the first two (02) installments being due on
06/30/2009 and 12/31/2009, respectively and the thirty two (32) remaining
amortization installments due at the end of each fiscal quarter thereafter; (iii) the
interest on the credit mentioned herein shall be accrued according to the LIBOR
rate for three-month deposits, added by surcharge as follows: a) from
01/01/2009 to 12/31/2009 - a margin of 3.50% p.a. (three integers and fifty
hundredth per annum), b) from 01/01/2010 to 06/30/2010 - a margin of 4.00% p.a.
(four percent per annum), c) from 07/01/2010 to 12/31/2010 - a margin of 4.25%
p.a. (four integers and twenty five hundredth per annum), d) from 01/01/2011 to
06/30/2011 - a margin of 4.50% p.a. (four integers and fifty hundredth per
annum), e) from 07/01/2011 to 12/31/2011 - a margin of 4.75% p.a. (four
integers and seventy five hundredth per annum), f) from 01/01/2012 to
06/30/2012 - a margin of 5.00% p.a. (five percent per annum), g) from
07/01/2012 to 12/31/2012 - a margin of 5.25% p.a. (five integers and twenty
five hundredth per annum), h) from 01/01/2013 to 06/30/2013 - a margin of 5.50%
p.a. (five integers and fifty hundredth per annum), i) from 07/01/2013 to
12/31/2013 - a margin of 5.75% p.a. (five integers and seventy five hundredth
per annum), and j) from 01/01/2014 until final maturity, on 12/31/2017 - a
margin of 6.00% p.a. (six percent per annum); and (iv) the real properties
and other assets described and characterized in the Mortgage Deed and Other
Covenants secure the payment of the credit resulting from the Credit Agreement.


 


7)
In case of sale or creation of any lien (other than Permitted Liens) over any
of the real estate properties mortgaged under the Mortgage Deed and Other
Covenants, without the Collateral Agent’s, acting on behalf of the Lenders,
prior written consent, unless otherwise permitted under the Credit Agreement,
the Lenders may, subject to the terms of the Credit Agreement, declare the debt
secured by the Mortgage Deed and Other Covenants due and payable, as provided
for in the Sole Paragraph of Article 1,475 of the Brazilian Civil Code,
unless the following conditions are met: (i) the consideration received by
Aracruz Celulose and/or Mucuri Florestal in such sale is equal to or exceeds
the Fair Market Value, as provided for in the Credit Agreement, of the asset
sold in such sale and (ii) 75% (seventy-five percent) of the consideration
received in connection with such sale consists of (ii.a) cash or Cash
Equivalents, as provided for in the Credit Agreement or (ii.b) property or
assets to be owned by and used in the businesses of the Aracruz Celulose or
Mucuri Florestal, as the case may be, of a nature or type, or that are used in
a business similar or related to the nature or type, of the property and assets
of, or the business of, the Aracruz Celulose or Mucuri Florestal existing on
the date of such sale; the Credit Agreement provides other rules that
shall be observed in a Asset Sale situation. In the case the conditions for
sale to third parties set forth in this item 7 and in the Credit Agreement are
met, the security interest granted pursuant to the Mortgage Deed and Other
Covenants shall be released and the Collateral Agent, acting on behalf


 


K-4

















 


of the Lenders shall take all actions required by
law or that Aracruz Celulose or Mucuri Florestal may reasonably request in
order to properly release such security interest, including any filings with
the relevant registries in Brazil, provided that any costs or expenses in
connection therewith shall be borne by Aracruz Celulose and/or Mucuri
Florestal, as applicable.


 


8)
In addition to the provisions of item 7 above, the Lenders may, at any time,
accelerate the maturity of the debt as provided in the Credit Agreement. In
case Aracruz Trading fails to pay any amounts that shall be paid to the Lenders
under the Credit Agreement, or in case any other Event of Default under Section 9.1(a) of
the Credit Agreement occurs and is continuing (and is not properly remedied
within any cure periods set forth in the Credit Agreement), or to the extent
that an automatic acceleration event occurs under Section 9.1(e), (f) or
(g) of the Credit Agreement or upon the occurrence of any other Event of
Default to the extent that the Administrative Agent (upon request of the
Majority Lenders) declares the acceleration of all amounts due thereunder,
which shall be evidenced by means of a written notice sent to the Collateral
Agent (together with copy of the notice sent by the Administrative Agent, as
required pursuant to Section 9.1 of the Credit Agreement), the Collateral
Agent may, on behalf of the Lenders, execute the rights under this deed
regardless of the acceleration of the maturity of the debt.


 


9)
Environmental Liability: Each of Aracruz Celulose and Mucuri Florestal states
that: (i) each of the mortgaged real estate properties and the respective
businesses and operations conducted therein are in compliance with and have no
liability under any applicable Environmental Law; (ii) each of the owners
of the mortgaged real estate properties has obtained all Environmental Permits
required for the conduct of their businesses, operations and the use of such
mortgaged real estate properties in accordance with the Environmental Laws, and
all such Environmental Permits are valid and in good standing; and (iii) except
as described in the Credit Agreement, there is no Environmental Claim pending
or threatened relating to any of the mortgaged real estate properties, and
there are no actions, activities, circumstances, conditions, events or incidents
that could give grounds for such an Environmental Claim.


 


10)
The parties confirm hereby that the resolutory conditions provided for in the
Mortgage Deed and Other Covenants, namely: (i) the execution of the Credit
Agreement, and (ii) registration of the mortgage in favor of BANCO
NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES over the real estate
property in the City of Guaíba, State of Rio Grande do Sul, where the
industrial facilities of Aracruz Celulose are located, including the land, buildings,
machinery and equipment installed and in operation therein as a collateral to
Agreement No. 06.2.1060.1 executed with that institution on November 26,
2006, are totally fulfilled, so that the security interest created under the
Mortgage Deed and Other Covenants shall be considered irrevocable and
irretrievable and remain indivisible and enforceable until final and total
payment of the obligations resulting from the Credit Agreement.


 


K-5

















 


11)
After the end of the term of effectiveness of the agricultural pledge created
under the Mortgage Deed and Other Covenants, Aracruz Celulose irrevocably,
irretrievably and unconditionally undertakes to keep all eucalyptus wood
pending crops or crops under formation for the production of wood pulp
cellulose planted in the real estate properties mortgaged by it free and clear
from any liens, encumbrances or restrictions of whatever nature except for the
Permitted Liens and any sale, transfer, use or disposition permitted under the
Credit Agreement and under the Mortgage Deed and Other Covenants.


 


12)
Aracruz Celulose undertakes to provide the georeferencing of the mortgaged real
property within the maximum period set forth on the applicable legislation
which governs this procedure. Furthermore, Aracruz Celulose also agrees to
present to the Collateral Agent, always up to the last business day of [May /
June - as the date of the execution of the Amendment and Ratification of
Mortgage and Other Covenants] a survey of georeferenced areas as well as its
respective procedures that have already been enrolled with the National
Institute of Colonization and Agrarian Reform -INCRA so as to obtain their
certification or, when applicable, the enrollment certificate of registration of
ownership of the property that already contain an annotation of the new
description in order to evidence compliance with the above-mentioned
georeferencing obligation. In the event of enforcement of the mortgage, in
observance to the good faith principle, Aracruz Celulose undertakes to perform
all required acts and measures in regard to georeferencing in order to permit
the registration acts in relation to adjudication or disposal of the real
estate properties in their applicable Real Estate Registry Office. Aracruz
Celulose, hereby, grants the necessary powers, even if not specified herein, to
the Collateral Agent, if the enforcement of the mortgage takes place and
provided that there is no compliance with the georeferencing obligation
established herein, to take all necessary measures with the applicable bodies
to promote the realization of the georeferencing of the real estate properties
and the Collateral Agent is entitled, therefore, to sign any and all documents.
In this situation, the expenditure undertaken in connection to such
arrangements should be fully disbursed by Aracruz Celulose.


 


13)
By virtue of the large number of real estate properties mortgaged under the
Mortgage Deed and Other Covenants, in case there is any imperfection in their
description, the parties have requested and hereby expressly agreed to
authorize the respective real estate registries that any such event shall be
superseded by the characteristics, descriptions and confrontations contained in
the corresponding records, in order to comply with the registry principle of
objective specialty, as provided for in Federal Law No. 6.015/1973,
Articles 176 et seq., so that there shall be no need for another amendment and
ratification of the Mortgage Deed and Other Covenants for such reason.


 


14)
Aracruz Celulose undertakes to maintain insurance coverage for the pending
crops, or crops in process of formation of eucalyptus wood planted in the real
estate properties object of the agricultural pledge according to the Mortgage
Deed and Other Covenants against fire and risks, as customary in the business
in which Aracruz operates, with


 


K-6

















 


recognized insurance companies, and to cause the
Collateral Agent, on behalf of the Lenders, to become, and shall at all times
maintain the Collateral Agent as, an additional insured under each insurance
policy covering the real estate properties object of the agricultural pledge.


 


15)
In case of total or partial expropriation by any Governmental Authority of the
mortgaged real estate properties, the rights of Lenders under this mortgage
shall be subrogated in the price that may be paid by the Expropriating
Authority, to the extent that such expropriation results in an Event of Default
under Section 9.1(a) of the Credit Agreement, or to the extent that
such expropriation results in an automatic acceleration event under Section 9.1(e),
(f) or (g) of the Credit Agreement or upon the occurrence of any
other Event of Default to the extent that the Administrative Agent (upon
request of the Majority Lenders) declares the acceleration of all amounts due
thereunder, which shall be evidenced by means of a written notice sent to the
Collateral Agent (together with copy of the notice sent by the Administrative
Agent, as required pursuant to Section 9.1 of the Credit Agreement), being
the Lenders and Collateral Agent herein and hereby vested with irrevocable and
irretrievable powers to receive such proceeds, unless otherwise provided in the
Credit Agreement without prejudice of other rights and prerogatives granted to
them in this deed, the Mortgage Deed and Other Covenants and shall apply such
proceeds in the form set forth in the Credit Agreement. Lenders and Collateral
Agent may, further, practice all actions required to full performance of the
power of attorney granted to them in this provision, including substitute, in
whole or in part, the powers herein granted to them.


 


16) That Aracruz Celulose undertakes to: (a) pay, when due, all taxes,
fees and any charges with their respective fines currently levied or which may
be levied in the future on the mortgaged real estate properties and
accessories, either by virtue of new laws or interpretation of existing ones,
showing, when requested, evidence of each payment to Lenders or the Collateral
Agent; (b) timely pay the premiums due in relation to the insurance of the
real estate properties object of the agricultural pledge, presenting to Lenders
and the Collateral Agent evidence thereof within five (05) days after the
deadline for payment of the premium of the respective policies (but always
before the expiration of their term of validity); (c) maintain integral
the guarantee herein created, taking all steps required to the due conservation
and maintenance of the mortgaged real estate properties; (d) within twenty
(20) Business Days as of the date of execution hereof provide Lenders and the
Collateral Agent with evidence of presentation of this amendment and
ratification deed for registration in the records with the competent Real Estate
Registries, certifying that this is a first priority security interest, with no
concurrence of third parties and that there are no liens, security interests of
any nature, pledges, attachments, seizures, or other similar restrictions; (e) provide
to the Collateral Agent, within ten (10) Business Days after registration
hereof, evidence of such registration; and (f) obtain any and all
registrations required to perfect the guarantee over any properties that may be
mortgaged in replacement or in addition to those already mortgaged, in
accordance with the Credit Agreement and in accordance with Articles 1,425,
item I, of the Brazilian Civil Code and deliver to Lenders and the Collateral
Agent the corresponding certificates immediately after such registrations.


 


K-7

















 


17)
That the Lenders, through the Collateral Agent, to the extent agreed to in the
Credit Agreement and in accordance with the provisions thereof, are hereby
entitled to inspect, examine or survey the mortgaged real estate properties, on
a date and time previously set with Aracruz Celulose or Mucuri Florestal,
depending on who is the owner of the property to be inspected.


 


18)
That the amounts the Lenders or the Collateral Agent may potentially spend to
pay any taxes levied on the mortgaged real properties that Aracruz Celulose or
Mucuri Florestal may fail to pay when due, as well as any reasonable amounts
the Lenders may disburse for any other reason, to secure and conserve their
rights (including, without limitation, attorneys and experts’ fees and
expenses) shall be reimbursed by Aracruz Celulose or by Mucuri Florestal, as
the case may be, upon request of the Lenders or Collateral Agent.


 


19)
That the terms and obligations provided for in this amendment and ratification
deed, the Mortgage Deed and Other Covenants will mature irrespective of any
judicial or extrajudicial notice or notification, which is hereby expressly
waived by Aracruz Celulose and Mucuri Florestal, provided that it is in
accordance with the terms of the Credit Agreement.


 


20)
All other obligations contained in the Mortgage Deed and Other Covenants shall
remain in full force and enforceable and are hereby expressly ratified and
confirmed by the parties, and this deed does not constitute novation for
purposes of Articles 360 et seq of the Brazilian Civil Code.


 


21) The parties elect the Courts of the City of Aracruz, in the State of
Espírito Santo, to settle any controversies resulting from this deed, with
express waiver of any other Court no matter how privileged they may be.


 


22)
By this public deed of rectification and ratification, Aracruz Celulose, Mucuri
Florestal and the Notary Public said that, on the occasion of drawn up of the
Mortgage Deed and Other Covenants, the following certificates were duly
presented:


 


22.1) Aracruz Celulose presented:


 


a) -
Certificate of Suspended Tax Debt Liability No. [·],
provided by the State Revenue Office in Aracruz, executed by [·],
Deputy Chief of ARE in Aracruz - functional No. [·],
dated [·], valid until [·];


 


b) -
Certificate of Both Suspended Debt Liability Regarding Federal Taxes and
Overdue Tax, dated [·], valid until [·],
with Control Code [·], issued by the
Federal Revenue Office electronically;


 


K-8

















 


c) -
Certificate of Suspended Debt Liability Social Security Contributions and Third
Parties No. [·] dated [·],
valid until [·], issued by the Federal Revenue Office electronically.


 


22.2) Mucuri Florestal presented:


 


a) -
Certificate of Suspended Tax Debt Liability No. [·],
provided by the State Revenue Office in Aracruz, executed by [·],
Deputy Chief of ARE in Aracruz - functional No. [·],
dated [·], valid until [·];


 


b) -
Certificate of Both Suspended Debt Liability Regarding Federal Taxes and
Overdue Tax, dated [·], valid until [·],
with Control Code [·], issued by the
Federal Revenue Office electronically;


 


c) -
Certificate of Suspended Debt Liability Social Security Contributions and Third
Parties No. [·], dated [·],
valid until [·], issued by the Federal Revenue Office electronically.


 


Therefore, the parties rectify referred Mortgage
Deed and Other Covenants to consist that such certificates, for having
previously been presented, are filed in these notes.


 


For this reason, Aracruz Celulose and Mucuri
Florestal are excused of re-present the certificates mentioned on letters “b”
and “c” above, as it authorizes the Federal Law No. 8,212/1991, Article 47,
item II, § 6o, “a”.


 


The parties have said the following: a) they accept
this deed in all its express terms, and, b) they hereby authorize
Mr. Official of the Real Estate Registry to perform all actions required
to the registrations and/or records of this deed. That is what I was told, I
certify, upon request of the parties I have drawn up this deed, which was
drafted and read in the presence of the parties, who after having agreed to it,
have granted and executed same, waiving the presence of witnesses, as
authorized by Decision        of the H. Judicial
Administrative Department of the State of
                      .
FORM DOI/SRF WAS ISSUED. I,
                                      ,
the authorized clerk have written it and I
                                    ,
the Notary Public have subscribed and signed it. (a.a)Mr.                         //                                    //Sr.                        //                              //                            //(Duly
stamped, amounts collected in currency). NOTHING FURTHER. CERTIFIED COPY MADE
IMMEDIATELY. I,
                              ,
authorized clerk, have typed it, and I
                  
have subscribed and hereinto set my hand and seal.


 


IN WITNESS WHEREOF.


 


	
   

  
	
  Aracruz Celulose S.A.

  



 


K-9

















 


	
   

  
	
   

  
	
  Mucuri Agroflorestal S.A.

  



 


GRANTEE:


 


	
   

  
	
  [BANKS]

  



 


herein represented by BNY Mellon Serviços Financeiros

Distribuidora de Títulos e Valores Mobiliáros S.A.


 


	
  Hon. 

  	
   

  	
   

  
	
   

  	
  PUBLIC NOTARY

  



 


K-10

















 


EXHIBIT L

to Export Prepayment Facility Agreement and Secured Loan


 


Aracruz Celulose S.A.


 


Officer’s Certificate


 


Reference is made to that certain Export Prepayment
Facility Agreement and Secured Loan dated as of May 13, 2009, by and among
Aracruz Trading International Ltd., as the Borrower, Aracruz Celulose S.A. (“Aracruz”),
Alicia Papéis S.A. and Aracruz Celulose (USA) Inc., as the Guarantors, and the
Lenders and Agents (as defined therein) (the “Credit Agreement”).


 


In connection with and as a condition to the
consummation of the expected exchange of [Exchanged Asset], [brief description of Exchanged Asset] (the
“Exchanged Asset”), for [New Asset], [brief
description of the New Asset] (the “New Asset”), which
exchange is expected to take place on or about [date], I,
                              
                                            ,
Chief Financial Officer of Aracruz, pursuant to Section 8.18(c)(i) of
the Credit Agreement hereby certify that:


 


(a) as demonstrated below, the total cash flow
projected to be generated by the New Asset is not less than the total cash flow
projected to be generated by the Exchanged Asset for the remaining life of the
loans under the Credit Agreement:


 


Projected Cash Flow

(in millions of USD)


 


	
   

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  2013

  	
   

  	
  2014

  	
   

  	
  2015

  	
   

  	
  2016

  	
   

  	
  2017

  	
   

  	
  Total

  	
   

  
	
  Exchanged Asset

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Asset

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[Note: Chart to be revised to show only remaining
years as of the time of the asset exchange described herein.]


 


(b) all material assumptions underlying such
cash flow projections are attached hereto as Annex A;


 


(c) the New Asset has an expected useful life
of          years, which is not less
than the expected useful life of the Exchanged Asset (which is
         years); and


 


(d) such cash flow projections and useful life
estimates were prepared in good faith based on assumptions reasonable at the
time of their preparation.


 

















 


IN WITNESS WHEREOF, I have hereunto signed my
name and caused this certificate to be executed.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


2
















 


EXHIBIT M

to Export Prepayment Facility Agreement and Secured Loan


 


Aracruz Celulose S.A.


 


Officer’s Certificate


 


Reference is made to that certain Export Prepayment
Facility Agreement and Secured Loan dated as of May 13, 2009, by and among
Aracruz Trading International Ltd., as the Borrower, Aracruz Celulose S.A. (“Aracruz”),
Alicia Papéis S.A. and Aracruz Celulose (USA) Inc., as the Guarantors, and the
Lenders and Agents (as defined therein) (the “Credit Agreement”).


 


In connection with and as a condition of the
commencement of [Approved CAPEX Project], [brief
description of Approved CAPEX Project], an Approved CAPEX Project as
defined in the Credit Agreement (the “Approved CAPEX Project”), I,
                                          ,
Chief Financial Officer of Aracruz, pursuant to Section 8.19(c) of
the Credit Agreement, hereby certify that:


 


(a) the aggregate expected cost of the
Approved CAPEX Project is
[U.S.$][R$]        ;


 


(b) the Approved CAPEX Project is being
financed with [U.S.$][R$]
           of Permitted
Investment CAPEX Debt (as defined in the Credit Agreement), the principal terms
of which are described in Annex A(1) [and with [U.S.$][R$]
           from [describe any other funding source], the
principal terms of which are described in Annex B;]


 


(c) the projected construction and operation
schedule for the Approved CAPEX Project is attached hereto as Annex C;


 


(d) the Debt to Adjusted EBITDA Ratio (as
defined in the Credit Agreement) does not, and is not during the expected term
of such Approved CAPEX Project projected to, exceed 4.5:1.0, as demonstrated
below:


 


Projected Debt to Adjusted EBITDA Ratio(2)


 


	
   

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  2013

  	
   

  	
  2014

  	
   

  	
  2015

  	
   

  	
  2016

  	
   

  	
  2017

  	
   

  
	
  Projected Debt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Projected Adjusted
  EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Projected Debt to
  Adjusted EBITDA Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1) Annex A to include schedule and pricing
terms of loans (including, without limitation, interest rate, amortization
schedule and a description of any PIK or PIK toggle feature).


(2) To be calculated with reference to the
definition of the Debt to Adjusted EBITDA Ratio in the Credit Agreement.


 

















 


(e) all material assumptions underlying such
projections are attached hereto as Annex D; and


 


(f) the projections set forth above were
prepared in good faith based on assumptions reasonable at the time of their
preparation.


 


IN WITNESS WHEREOF, I have hereunto signed my
name and caused this certificate to be executed.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


2

















 


EXHIBIT N

to Export Prepayment Facility Agreement and Secured Loan


 


FORM OF FACILITY INCREASE AMENDMENT


 


This Facility Increase Amendment, dated as of
                    ,
20 [    ] (the “Facility Increase Amendment”),
hereby amends the Export Prepayment Facility Agreement and Secured Loan, dated
as of May 13, 2009 (as amended, restated or otherwise modified from time
to time, the “Credit Agreement”), among Aracruz Trading International
Ltd., as Borrower, Aracruz Celulose S.A., Alicia Papéis S.A. and Aracruz
Celulose (USA), Inc., as Guarantors, the Lenders as defined therein (the “Lenders”),
Deutsche Bank Trust Company Americas, as the Administrative Agent, The Bank of
New York Mellon, as the U.S. Collateral Agent and BNY Mellon Serviços
Financeiros Distribuidora de Títulos e Valores Mobiliários S.A., as the Brazil
Collateral Agent. Capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Credit Agreement.


 


WHEREAS, the Borrower and the Guarantors wish to
increase the aggregate amount of the Loans under the Credit Agreement in
accordance with the terms thereof;


 


NOW THEREFORE, [ADDITIONAL BILATERAL LENDER] (the “Additional
Lender”), the Borrower, the Guarantor and the Administrative Agent hereby
agree as follows:


 


SECTION 1. Loan. Subject to the terms
and conditions hereof and of the Credit Agreement and relying upon the
representations and warranties set forth in the Credit Agreement, the
Additional Lender hereby agrees to extend a Loan to the Borrower in [a
principal amount not greater than the principal amount of such Additional
Lender’s Additional Bilateral Debt]
[a principal amount of U.S.$[·](1)],  in exchange for the assignment of [all / [amount
of partial assignment]]  of
such Additional Lender’s (or its Affiliate’s) Additional Bilateral Debt to the
Borrower, and the Borrower hereby agrees to such assignment and exchange. [If the
Closing Date has already occurred, the following sentence should also be
included: As of the date on which all conditions precedent
set forth in Section 4 are satisfied, such Additional Lender’s Loan shall
be governed by the terms and conditions of the Credit Agreement (as amended
hereby) and [the] [such portion of such] Additional Bilateral Debt assigned
hereby to the Borrower shall be deemed to be amended and restated pursuant to
the terms of the Export Finance Agreement.]


 


SECTION 2. Amendments to Credit Agreement
and Ancillary Documents.


 


(a) Effective as of the date hereof, the
Additional Lender shall be a party to the Credit Agreement and have the rights
and obligations of a Lender thereunder and shall be bound by the provisions
thereof and each reference therein to “Lender” shall include the Additional
Lender.


 


[If the Closing Date has already occurred, the
following clause should also be included:


 






(1) Such amount to be not greater than such
Additional Lender’s Additional Bilateral Debt.


 

















 


(b) Promptly (and in any event no event later
than ten (10) days) following the date hereof, the Administrative Agent
shall amend the Amortization Schedule set forth in Schedule 1 of the Credit
Agreement to reflect the incurrence of any Additional Loan hererunder.]


 


[(b)][(c)] For the avoidance of doubt, each
Guarantor hereby confirms that its obligation to provide its guaranty under Article XI
of the Credit Agreement and the Brazilian Guarantee shall include the Borrower’s
obligations to the Additional Lender.


 


[If the Closing Date has already occurred, the
following clause should also be included:


 


(d) Simultaneously
upon becoming a party to the Credit Agreement, the Additional Lender agrees
(for itself and its Affiliates) that any defaults or events of default [under
the Additional Lender’s Additional Bilateral Debt] [in connection with the
portion of the Additional Lender’s Additional Bilateral Debt] being assigned to
the Borrower hereby shall be deemed to be waived by such Additional Lender (for
itself and its Affiliates).]


 


SECTION 3. Representations and Warranties.
Each Obligor represents and warrants to the Administrative Agent and the
Additional Lender that (a) each of the representations and warranties in Article VII
of the Credit Agreement is true and correct in all material respects on and as
of the date hereof with the same effect as though made on and as of the date
hereof, provided that if such representations and warranties were expressly
stated to be true and correct as of the date of the Credit Agreement, they
shall be deemed repeated and shall be true and correct as of the date hereof as
if made on such date, and provided further that Section 7.6 of the Credit
Agreement shall be updated to refer to the last day of the most recent Fiscal
Quarter for which audited consolidated financial statements of Aracruz Celulose
have been delivered to the Administrative Agent, and (b) there has been no
amendment or modification to its Organizational Documents or resolutions duly
adopted by its board of directors authorizing the execution, delivery and
performance of the Loan Documents since, in each case, the date such corporate
documents were previously delivered to the Administrative Agent in accordance
with the conditions precedent set forth in the Credit Agreement.(2)


 


[If the Closing Date has already occurred, the
following section should be included:


 


SECTION 4. Conditions Precedent. The
effectiveness of this Facility Increase Amendment will be subject to the
fulfillment to the reasonable satisfaction of the Additional Lender of the
following conditions, and the receipt by the Administrative Agent of the
following documents, each in form and substance satisfactory to the Additional
Lender:


 


(a) Facility
Increase Amendment. This Facility Increase Amendment, duly executed and
delivered by the parties hereto.


 






(2) Note: The relevant resolutions may need to
be amended due to the increase of the facility. If there have been amendments
to corporate documents, this Form of Amendment to be revised to include
certification and delivery of such revised corporate document as condition
precedent.


 


N-2

















 


(b) Notes.
The Additional Lender shall have received the Notes with respect to the
Additional Lender’s Loan, duly executed by the parties thereto.


 


(c) Certificates.
A certificate signed by the Chief Financial Officer of Aracruz Celulose, on
behalf of Aracruz Celulose and each other Obligor, dated as of the date hereof,
to the effect that: (A) all representations and warranties made by each
Obligor contained in each of the Loan Documents to which it is a party are true
and correct in all material respects on and as of the date hereof, (B) each
of such Obligor is in compliance with all of their respective covenants and
agreements contained in any Loan Document to which it is a party, (C) no
Default or Event of Default exists, and (D) as to the authority,
incumbency and specimen signatures of the individuals who have executed the
Facility Increase Amendment and Notes delivered in connection herewith and
other documents contemplated hereby on behalf of such Obligor; provided that such certificate shall only
be required if any such officer’s incumbency and specimen signature was not
certified in the original incumbency certificates previously delivered pursuant
to Section 6.1(f) of the Credit Agreement.


 


(d) Interest.
Evidence of payment of all accrued and unpaid interest on the Additional
Bilateral Debt being amended hereby.]


 


SECTION [5.]. Amendment Limited. This
Facility Increase Amendment is limited as specified herein and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement. The terms and conditions of the Credit Agreement, as amended
by this Amendment, constitute the entire agreement and understanding of the
parties hereto with respect to its subject matter and supersede all oral
communications and prior writings with respect thereto.


 


SECTION [6.] Governing Law. This
Facility Increase Amendment and the rights and obligations of the parties
hereunder shall be governed by, and construed in accordance with, the law of the
State of New York, without giving effect to any conflict of laws principles
that would require the application of the laws of another jurisdiction).


 


N-3

















 


IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Agreement to be duly executed and delivered as of
the date first above written.


 


	
  BORROWER

  	
   

  	
  Aracruz Trading International Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  GUARANTOR

  	
   

  	
  Aracruz Celulose S.A. By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  GUARANTOR

  	
   

  	
  Aracruz Celulose (USA), Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  GUARANTOR

  	
   

  	
  Alícia Papéis S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Facility Increase Amendment


 

















 


	
  ADDITIONAL LENDER

  	
   

  	
  [NAME OF ADDITIONAL LENDER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Facility Increase Amendment


 

















 


	
  ADMINISTRATIVE AGENT

  	
   

  	
  Deutsche Bank Trust Company Americas

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Facility Increase Amendment


 
















 


EXHIBIT O

to Export Prepayment Facility Agreement and Secured Loan


 


ARACRUZ CELULOSE S.A.,


as Borrower,


 


the SHAREHOLDER LENDER party hereto,

as Lender,


 


and


 


Deutsche Bank Trust Company Americas,

as Administrative Agent for the Senior Lenders


 






 


SHAREHOLDER LOAN AND SUBORDINATION AGREEMENT


 






 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Certain Defined Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
  INTEREST AND PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Borrowing

  	
  2

  
	
  Section 2.2

  	
  Interest

  	
  2

  
	
  Section 2.3

  	
  Payments in Brazilian Reais

  	
  3

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
  SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Subordination

  	
  3

  
	
  Section 3.2

  	
  Rights of Subrogation

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IV

  	
   

  
	
   

  	
  REPRESENTATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Existence, Power and Authority

  	
  6

  
	
  Section 4.2

  	
  Due Authorization, Etc

  	
  6

  
	
  Section 4.3

  	
  No Conflicts

  	
  6

  
	
  Section 4.4

  	
  No Additional Authorization Required

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE V

  	
   

  
	
   

  	
  EVENTS OF DEFAULT AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Events of Default

  	
  6

  
	
  Section 5.2

  	
  Remedies

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VI

  	
   

  
	
   

  	
  TAXES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Payments Free and Clear

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VII

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Successors and Assigns; Third Party Beneficiaries

  	
  7

  



 


i

















 


	
  Section 7.2

  	
  Amendments, Waivers and Consents

  	
  8

  
	
  Section 7.3

  	
  Waiver

  	
  8

  
	
  Section 7.4

  	
  Partial Invalidity

  	
  8

  
	
  Section 7.5

  	
  Counterparts

  	
  8

  
	
  Section 7.6

  	
  Notices

  	
  8

  
	
  Section 7.7

  	
  Use of English Language

  	
  9

  
	
  Section 7.8

  	
  Severability

  	
  9

  
	
  Section 7.9

  	
  Specific Performance

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VIII

  	
   

  
	
   

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Governing Law; Jurisdiction

  	
  10

  
	
  Section 8.2

  	
  Waiver of Immunity

  	
  10

  



 


ii

















 


THIS SHAREHOLDER LOAN AND SUBORDINATION AGREEMENT
is made as of
                          ,
among Aracruz Celulose S.A. (the “Borrower”), a Brazilian corporation,
with its principal place of business at Rodovia Aracruz/Barra do Riacho, Km 25,
s/n, in the City of Aracruz, State of Espírito Santo, Brazil, enrolled with the
General Taxpayers’ Register (CNPJ) under No. 42.157.511/0001-61,                                              ,
[insert
full qualification], a
shareholder of the Borrower (such shareholder, together with its successors and
permitted assigns, the “Shareholder Lender”), and Deutsche Bank Trust
Company Americas, [insert full qualification]  (the “Administrative Agent”)
as Administrative Agent for the Senior Lenders (as defined below).


 


RECITALS


 


WHEREAS,
on                              ,
the Borrower paid [dividends/interest on Capital Stock]  to the Shareholder Lender in an
amount of R$                  
(the “Distribution”);


 


WHEREAS, pursuant to Section 8.20 of the
Senior Credit Agreement (as defined below), the Shareholder Lender is required
to reinvest in the Borrower monies received in respect of dividends of, and
other distributions paid by, the Borrower;


 


WHEREAS, pursuant to Section 8.20(b) of
the Senior Credit Agreement, such reinvestment may be carried out in the form
of one or more Shareholder Subordinated Loans (as defined in the Senior Credit
Agreement);


 


WHEREAS, the Borrower and the Senior Lenders have
agreed that any such Shareholder Subordinated Loan shall be subordinated, to
the extent and in the manner hereinafter set forth, in right of payment to the
Senior Debt Obligations (as defined below);


 


WHEREAS, the Shareholder Lender desires to grant a
Subordinated Shareholder Loan to the Borrower in order to reinvest in the
Borrower the proceeds from the Distribution, in accordance with the provisions
of the Senior Credit Agreement;


 


NOW, THEREFORE, in consideration of the premises
and of the mutual covenants herein contained, the parties hereto agree as
follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1 Certain Defined Terms.
Capitalized terms used (but not defined) in this Agreement shall have the
meanings given thereto in the Senior Credit Agreement. The following terms have
the meanings opposite them:


 


“Administrative Agent” has the meaning set
forth in the preamble.


 


“Agreement” means this Shareholder Loan and
Subordination Agreement, as amended, supplemented or otherwise modified
pursuant to the terms hereof.


 


1

















 


“Business Day” means a day (other than
Saturday or Sunday) on which commercial banks are not authorized or required to
close in São Paulo, Brazil, and, with respect to any payments or other
transfers made to the Administrative Agent under this Agreement, a day (other
than Saturday or Sunday) on which commercial banks are not authorized or
required to close in New York City, New York.


 


“Maturity Date” means
                ;
provided that, if the Maturity
Date would occur on or prior to the Release Date, the Maturity Date shall be
automatically, without any action of the parties hereto, be extended to the
date that is one day after the Release Date or, if such a day is not a Business
Day, the next Business Day thereafter.


 


“Release Date” means the date on which the
Senior Debt Obligations are paid in full.


 


“Shareholder Lender” has the meaning set
forth in the preamble.


 


“Senior Credit Agreement” means the Aracruz
Export Prepayment Facility Agreement and Secured Loan, dated May 13, 2009,
among Aracruz Trading International, Ltd., as the Borrower, Aracruz
Celulose S.A., Alicia Papéis S.A. and Aracruz Celulose (USA), Inc., as the
Guarantors, the Administrative Agent, as the Administrative Agent, The Bank of
New York Mellon, as the U.S. Collateral Agent, BNY Mellon Serviços Financeiros
Distribuidora de Títulos e Valores Mobliliarios S.A., as the Brazil Collateral
Agent, and the Senior Lenders, as amended, supplemented or otherwise modified from
time to time pursuant to the terms thereof.


 


“Senior Debt Obligations” means the
obligations of Aracruz Trading International Ltd. and the Guarantors to the
Senior Lenders pursuant to the Senior Credit Agreement and any other Loan
Document.


 


“Senior Lenders” means the lenders party to
the Senior Credit Agreement, including their successors and permitted assigns.


 


“Subordination Agreement” means the
Subordination Agreement, dated as of the date hereof, among the Shareholder
Lender, the Borrower and the Administrative Agent, attached hereto as Exhibit A.


 


“Subordinated Loan” has the meaning set
forth in Section 2.1.


 


ARTICLE II

INTEREST AND PAYMENTS


 


Section 2.1 Borrowing. Subject to the
terms and conditions hereof, the Shareholder Lender agrees to make a term loan
denominated in Brazilian Reais (the “Subordinated Loan”) to the Borrower
on the date hereof in an aggregate principal amount of
R$            . The
Subordinated Loan shall be repaid on the Maturity Date (subject to Section 3.1(b)).


 


Section 2.2 Interest. The principal
amount of the Subordinated Loan shall bear interest for each day from the date
hereof until the date the principal amount of the Subordinated Loan is paid in
full, at [the applicable market rate as of the date of the Shareholder Loan]  Interest shall accrue on a daily
basis and shall be prorated on the basis of a 360-day year for the


 


O-2

















 


actual number of days in the relevant interest
period. Until the Release Date, interest on the outstanding principal amount of
the Subordinated Loan shall be capitalized on each annual anniversary of the
Shareholder Loan in the form of an increase in the outstanding principal amount
of the Subordinated Loan (the “PIK Interest”). Following the Release Date
but prior to the date on which the Subordinated Loan has been fully repaid,
interest with respect to any interest period beginning on or after the Release
Date shall be paid in cash quarterly pursuant to the terms of Section 2.3.


 


Section 2.3 Payments in Brazilian Reais.
All payments of principal of and (after the Release Date in accordance with the
terms of this Agreement) interest on the Subordinated Loan shall be made in
Brazilian Reais on the date when due in immediately available funds at a bank in
São Paulo, Brazil or such other place specified by the Shareholder Lender from
time to time. Whenever any payment of principal of, or interest on, the
Subordinated Loan shall be due on a day that is not a Business Day, the date
for payment thereof shall be extended to the next succeeding Business Day.


 


ARTICLE III

SUBORDINATION


 


Section 3.1 Subordination.


 


(a) Each of the Shareholder Lender and the
Borrower agrees, for itself, and, in the case of the Shareholder Lender, for
each future holder of the Subordinated Loan, that the Subordinated Loan is
expressly “subordinate and junior in right of payment” (as that phrase is
defined in Section 3.1(b) below) to all Senior Debt Obligations.


 


(b) “Subordinate and junior in right of
payment” means that no part of the Subordinated Loan shall have any claim to
the assets of the Borrower or any of its Subsidiaries or Affiliates on a parity
with or prior to the claim of the Senior Debt Obligations.


 


(c) The credit held by the Shareholder Lender
under this Agreement is considered, for all legal purposes, a subordinated
credit (crédito subordinado)  against
the Borrower, pursuant to the terms of article 83, item VIII, letter “a”, of
Law No. 11,101, of February 9, 2005 (the Brazilian Bankruptcy Law).


 


(d) Prior to the Release Date, without the
express prior written consent of the Administrative Agent, acting at the
direction of the Majority Lenders, the Shareholder Lender shall not take,
demand or receive from the Borrower or any of its Subsidiaries or Affiliates,
and the Borrower shall not, and shall cause its Subsidiaries and Affiliates not
to, make, give or permit any payment of (of whatever kind or nature, whether in
cash, property, securities or otherwise) or in respect of the Subordinated
Loan; provided, however, that, notwithstanding
the foregoing or any other provision hereof, the Borrower may, at any time,
make payments of PIK Interest in accordance with Section 2.2 above; provided further, that, notwithstanding
any other provision of this Agreement, if and to the extent such payment is not
prohibited under Section 8.22 of the Senior Credit Agreement (or any
successor provision), the Borrower may, without premium or penalty, redeem,
purchase, pay or repay any principal or accrued interest under the Subordinated
Loan, upon at least three Business Days’ notice to the Shareholder Lender.


 


O-3

















 


(e) The expressions “prior payment in full,” “payment
in full,” “paid in full” and any other similar terms or phrases when used
herein with respect to the Senior Debt Obligations shall mean the payment in
full, in immediately available funds, of all of the Senior Debt Obligations
(other than contingent obligations (including contingent obligations of
indemnification) for which no claim has been asserted (and otherwise not
satisfied) that survives termination of the Senior Credit Agreement) in
accordance with the terms of the Senior Credit Agreement.


 


(f) Prior to the Release Date, neither the
Borrower nor the Shareholder Lender shall (i) without the prior written
consent of the Administrative Agent, acting at the direction of the Majority
Lenders, amend, modify or supplement any provision of this Agreement in a
manner that increases the rate of interest payable on, or otherwise alters the
formulation of any interest rate applicable to, the Subordinated Loan to a rate
greater than the applicable market rate as of the date hereof, increases the
amount of any fees or other amounts due hereunder, or accelerates the time for
payment of any principal, interest, fees, or other amounts due hereunder, or (ii) exercise
any right, power, privilege (other than any right, power or privilege expressly
granted to any Shareholder Lender under this Agreement or other related
documents) or any remedy hereunder (including acceleration) or at law or in
equity, in respect of the Subordinated Loan.


 


(g) The Shareholder Lender and the Borrower
agree that, upon the occurrence of any of the Events of Default described in Section 5.1(c) or
Section 5.1(d) of this Agreement (each such event, a “Proceeding”):


 


(i) all Senior Debt Obligations shall be paid
in full before any payment or distribution of whatever kind or nature is made
with respect to the Subordinated Loan; and


 


(ii) any payment or distribution of assets of
the Borrower, whether in cash, property or securities, to which the Shareholder
Lender would be entitled in respect of the Subordinated Loan shall be paid or
delivered by the Borrower, or any receiver, trustee in bankruptcy, liquidating
trustee, disbursing agent or other Person making such payment or distribution,
directly to the Administrative Agent, to the extent necessary to pay in full
all Senior Debt Obligations, before any payment or distribution of any kind or
nature shall be made to the Shareholder Lender in respect of the Subordinated
Loan.


 


(h) If any payment or distribution, whether
consisting of money, property or securities, shall be collected or received by
the Shareholder Lender in respect of the Subordinated Loan, except payments
permitted to be made pursuant to Section 3.1(c) above, the
Shareholder Lender shall, as soon as practicable, deliver the same to the
Administrative Agent in U.S. Dollars, duly indorsed to the Administrative
Agent, if required, to be applied to the payment or prepayment of the Senior
Debt Obligations until the Senior Debt Obligations are paid in full. Until so
delivered, funds in the amount of such payment or distribution shall be held in
trust by the Shareholder Lender as the property of the Administrative Agent,
for the benefit of the Senior Lenders, segregated from other funds and property
held by the Shareholder Lender.


 


(i) In furtherance of the subordination, the
Shareholder Lender further agrees that, if any Proceeding is commenced by or
against the Borrower, the Administrative Agent (on behalf of the Senior
Lenders) is hereby irrevocably authorized and empowered (in its own name or in


 


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the name of the Shareholder Lender or the
Administrative Agent or otherwise), but shall have no obligation, to demand,
sue for, collect and receive every payment or distribution of any kind (whether
in cash, property or securities) that otherwise would be payable or deliverable
upon or with respect to the Subordinated Loan in any Proceeding (including any
payment that may be payable by any reason of any other indebtedness of the
Borrower being subordinated to payment of the Subordinated Loan) and give
acquittance therefor and to file claims and proofs of claim and take such other
action (including, without limitation, voting the Subordinated Loan or
enforcing any security interest or other lien securing payment of the
Subordinated Loan) as it may deem necessary or advisable for the exercise or
enforcement of any of the rights or interests of the Senior Lenders or
Administrative Agent hereunder and the Shareholder Lender or Administrative
Agent shall duly and promptly take such action as any of the Senior Lenders may
reasonably request to the extent permitted by Applicable Law to collect the
Subordinated Loan for the account of the Senior Lenders and Administrative
Agent and to file appropriate claims or proofs of claim in respect of the
Subordinated Loan, to execute and deliver to the Administrative Agent, on
behalf of the Senior Lenders, such powers of attorney, assignments, or other
instruments as the Senior Lenders or Administrative Agent may reasonably
request and that are required in order to enable the Administrative Agent (on
behalf of the Senior Lenders) to enforce any and all claims with respect to,
and to collect and receive any and all payments or distributions which may be
payable or deliverable upon or with respect to the Subordinated Loan.


 


(j) The Administrative Agent is hereby
authorized to demand specific performance of this Agreement at the request of
the Majority Lenders, in each case at any time that either the Borrower or the
Shareholder Lender shall have failed to comply with any of the provisions
hereof applicable to it. The Shareholder Lender hereby irrevocably waives any
defense based on the adequacy of the remedy at law, which might be asserted as
a bar to such remedy of specific performance.


 


(k) The Shareholder Lender further agrees that
the Subordinated Loan shall also be subordinated in the right of payment to the
Senior Debt Obligations, to the extent and in the manner set forth in the
Subordination Agreement attached hereto as Exhibit A, which is being
executed and delivered by the parties hereto simultaneous to the execution and
as a condition to the effectiveness of this Agreement.


 


(l) On or prior to the date hereof and as a
condition to the effectiveness of this Agreement, the Shareholder Lender has
delivered to the Administrative Agent (for distribution to the Lenders) a legal
opinion of special Brazilian counsel and special New York counsel to the
Shareholder Lender customary in form and substance and with qualifications and
assumptions customary for an opinion rendered in the international financing
markets confirming that this Agreement and the Subordination Agreement
represent valid, binding and enforceable obligations of the Shareholder Lender
under the law of Brazil and the law of the State of New York, respectively.


 


Section 3.2 Rights of Subrogation. The
Shareholder Lender agrees that no payment or distribution to the Senior Lenders
pursuant to the provisions of this Agreement shall entitle the Shareholder
Lender to exercise any right of subrogation in respect thereof until the Senior
Debt Obligations shall have been paid in full. Upon payment in full of the
Senior Debt Obligations,


 


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the Shareholder Lender shall be subrogated to the
rights of the Senior Lenders with respect to any payment or distribution by or
on behalf of the Shareholder Lender to the Senior Lenders pursuant to the terms
hereof to the fullest extent permitted by Applicable Law.


 


ARTICLE IV

REPRESENTATIONS


 


The Borrower makes the following representations
and warranties on the date hereof:


 


Section 4.1 Existence, Power and Authority.
The Borrower is a sociedade anônima duly
incorporated and validly existing under the laws of Brazil and has the
corporate power to own its assets, conduct its business as presently conducted
and to enter into, and comply with its obligations hereunder.


 


Section 4.2 Due Authorization, Etc.
This Agreement and the Subordination Agreement have been duly authorized and
executed by the Borrower and constitute a valid and legally binding obligation
of the Borrower, enforceable in accordance with its term except to the extent
that enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, recuperação judicial,
recuperação extrajudicial, falência or other similar laws relating
to or affecting the enforcement of creditors’ rights generally and as may be
limited by general equitable principles.


 


Section 4.3 No Conflicts. Neither the
making of this Agreement or the Subordination Agreement nor the compliance with
the terms hereof or thereof will conflict with or result in a breach of any of
the terms, conditions or provisions of, or constitute a default or required any
consent under, any indenture, mortgage, agreement or other instrument or
arrangement to which the Borrower is a party, or violate any of the terms or
provisions of the Borrower’s organizational documents or any authorization,
judgment, decree or order or any statute, rule or regulation applicable to
the Borrower.


 


Section 4.4 No Additional Authorization
Required. The Borrower has obtained all authorizations necessary to perform
the obligations set forth in this Agreement and the Subordination Agreement.


 


[BORROWER AND SHAREHOLDER LENDER MAY NEGOTIATE
FURTHER REPRESENTATIONS.]


 


ARTICLE V

EVENTS OF DEFAULT AND REMEDIES


 


Section 5.1 Events of Default. Each of
the following events is herein called an “Event of Default”:


 


(a) (i) any payment of any principal on
the Subordinated Loan shall not be paid in full when due or (ii) the
Borrower shall fail to pay in full for three Business Days or more any
interest, fee or any other amount;


 


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(b) the Borrower shall admit in writing its
inability to, or be generally unable to, pay its debts as such debts become
due;


 


(c) the Borrower shall: (i) apply for or
consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, examiner, administrator, liquidator or similar Person of
itself or of all or any substantial part of its Property; (ii) make a
general assignment for the benefit of its creditors; (iii) file a petition
seeking to take advantage of any Applicable Law relating to bankruptcy,
insolvency, reorganization, recuperação
judicial, recuperação extrajudicial, liquidation, falência, dissolution, arrangement or
winding up or composition or readjustment of debts; or (iv) take any
corporate action for the purpose of effecting any of the foregoing;


 


(d) a proceeding or case shall be commenced
against the Borrower, without its application or consent, seeking: (i) its
reorganization, liquidation, dissolution, arrangement or winding up, or the
composition or readjustment of its debts; (ii) the appointment of a
receiver, custodian, trustee, examiner, administrator, liquidator or similar
person of it or of all or any substantial part of its property; or (iii) similar
relief in respect of it under any Applicable Law relating to bankruptcy,
insolvency, reorganization, recuperação
judicial, recuperação extrajudicial, liquidation, falência, dissolution or winding up or
composition or adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect, for a period of
60 or more days; and


 


(e) the Subordination Agreement entered into
in connection with this Agreement shall cease to be in full force and effect
for any reason prior to the Release Date.


 


Section 5.2 Remedies. If an Event of
Default specified hereunder shall have occurred and be continuing, then the
Shareholder Lender (to the extent it is not prohibited to do so hereunder
pursuant to Section 3.1(g)(ii)) or any Senior Lender or the Administrative
Agent (to the extent such Senior Lender or the Administrative Agent is
permitted to do so pursuant to Section 3.1(i)) may declare an Event of
Default hereunder, and may declare the unpaid principal amount of the
Subordinated Loan and any accrued interest thereon to be immediately due and
payable, and upon any such declaration the Subordinated Loan shall become
immediately due and payable.


 


ARTICLE VI

TAXES


 


Section 6.1 Payments Free and Clear.
Unless otherwise required by Applicable Law, all payments on account of the
principal and interest on the Subordinated Loan, and fees and all other amounts
payable hereunder by the Borrower to the Shareholder Lender shall be made after
the deduction of any applicable Taxes.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.1 Successors and Assigns; Third
Party Beneficiaries. This Agreement shall be binding upon and inure to the
benefit of each party hereto and its successors and assigns;


 


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provided, however, that the Shareholder Lender may not assign or transfer any of its rights
or interests in or under this Agreement or delegate any of its obligations
under this Agreement without (i) the prior written consent of the
Administrative Agent (acting with Majority Lender consent) (and any such
attempted assignment or transfer by the Shareholder Lender without such prior
written consent shall be null and void ab
initio)  and (ii) such assignee or
transferee agreeing to be bound by this Agreement in a writing satisfactory to
the Administrative Agent (acting with Majority Lender consent); provided further that notwithstanding the
foregoing proviso, the Shareholder Lender may assign or transfer any of its
rights or interests in or under this Agreement to any of its Affiliates. This
Agreement is made and entered into for the sole protection and legal benefit of
the parties hereto, the Senior Lenders and their respective permitted
successors and assigns pursuant to the terms of the Senior Credit Agreement
(all of which, if not parties hereto, are third-party beneficiaries hereof for
purposes of enforcing their respective rights hereunder).


 


Section 7.2 Amendments, Waivers and
Consents. Any amendment or waiver of, or any consent given under, any
provision of this Agreement shall be in writing and, in the case of an
amendment, signed by all of the parties hereto.


 


Section 7.3 Waiver. No failure on the
part of either the Administrative Agent or the Senior Lenders to exercise and
no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under any
this Agreement preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The remedies provided in this Agreement
are cumulative and not exclusive of any other remedies provided by Applicable
Law.


 


Section 7.4 Partial Invalidity. If, at
any time, any provision hereof is or becomes illegal, invalid or unenforceable
in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions hereof nor the legality,
validity or enforceability of such provision under the law of any other
jurisdiction shall in any way be affected or impaired thereby.


 


Section 7.5 Counterparts. This
Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which when so execute and
delivered shall be an original, but all of which shall together constitute one
and the same instrument, and any of the parties hereto may execute this
Agreement by signing any such counterpart.


 


Section 7.6 Notices. All notices,
requests, instructions, directions and other communications provided for herein
(including any modifications of, or waivers, requests, consents or demands
under, this Agreement) shall be given or made in writing (including by
facsimile) delivered to the intended recipient as follows:


 


If to the Borrower:


 


Aracruz Celulose S.A.


Attention: Chief Financial Officer, with a copy to
General Counsel


 


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Av. Brigadeiro Faria Lima, n° 2277, 4° andar


Jardim Paulistano


01452-000 São Paulo- SP


Brazil


Facsimile: +55 11 3301 4202


Telephone: +55 11 3301 4111


 


If to the Shareholder Lender, see Schedule 1, as
such schedule shall be amended and supplemented from time to time by written
notice of the Shareholder Lender.


 


If to the Administrative Agent, see Schedule 2, as
such schedule shall be amended and supplemented from time to time by written
notice of the Administrative Agent.


 


Except as otherwise provided in this Agreement, all
such communications shall be deemed to have been duly given when personally
delivered or, in the case of a facsimile or mailed notice, upon receipt, in
each case given or addressed as aforesaid. Any party hereto may change its
address or facsimile number for notices and other communications hereunder by
notice to the other parties hereto.


 


Any agreement herein of the Shareholder Lender to
receive certain notices by telephone, facsimile or other unsigned method is
solely for the convenience and at the request of the Borrower. The
Administrative Agent and Shareholder Lender shall (absent gross negligence or
willful misconduct) be entitled to rely upon the authority of any Person
purporting to be authorized by the Borrower or any other Person on account of
any action taken or not taken by the Shareholder Lender in reliance upon any
such notice.


 


Section 7.7 Use of English Language.
This Agreement has been negotiated and executed in the English language. Except
as otherwise provided, (a) all certificates, reports, notices and other
documents and communications given or delivered pursuant to this Agreement
(including any modifications or supplements hereto) shall be in the English
language, or accompanied by a certified English translation thereof, and (b) in
the case of any document originally issued in a language other than English,
the English language version of any such document shall for purposes of this
Agreement and (absent manifest error) control the meaning of the matters set
forth therein.


 


Section 7.8 Severability. The
illegality or unenforceability in any jurisdiction of any provision hereof or
of any document required hereunder shall not in any way affect or impair the
legality or enforceability of the remaining provisions of this Agreement or
such other document in such jurisdiction or such provision in any other
jurisdiction.


 


Section 7.9 Specific Performance. This
Agreement constitutes an extrajudicial execution instrument (título
executivo extrajudicial)  in
accordance with the provisions of item II of article 585 of the Brazilian Code
of Civil Procedure.


 


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ARTICLE VIII

GOVERNING LAW AND JURISDICTION


 


Section 8.1 Governing Law; Jurisdiction.
This Agreement shall be governed by and interpreted in accordance with the laws
of the Federative Republic of Brazil. The parties hereto irrevocably and
unconditionally agree to submit to the competent courts in the city of São
Paulo, State of São Paulo, Brazil, any disputes arising out of or resulting
from this Agreement with express waiver to any other court, no matter how
privileged it may be.


 


Section 8.2 Waiver of Immunity. To the
extent that the Borrower may be or become entitled to claim for itself or its
Property any immunity on the ground of sovereignty or the like from suit, court
jurisdiction, attachment before judgment, attachment in aid of execution of a
judgment or execution of a judgment, and to the extent that in any such
jurisdiction there may be attributed such an immunity (whether or not claimed),
it hereby irrevocably agrees not to claim and hereby irrevocably waives such
immunity with respect to its obligations under this Agreement.


 


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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year first above written.


 


 


	
   

  	
   

  	
                                        ,

  
	
   

  	
   

  	
  as Shareholder Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARACRUZ CELULOSE S.A., as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS, as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  Witnesses:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  ID:

  	
   

  	
  ID:

  



 


Signature Page to
Shareholder Loan and Subordination Agreement


 

















 


Schedule 1

to Shareholder Loan and Subordination Agreement


 


NOTICE ADDRESS OF SHAREHOLDER LENDER


 


[Name of Shareholder Lender]


[Address]


Facsimile No.:


Attention:


 

















 


Schedule 2

to Shareholder Loan and Subordination Agreement


 


NOTICE ADDRESS OF ADMINISTRATIVE AGENT


 


Deutsche Bank Trust Company Americas


Trust & Securities Services


60 Wall Street


Mailstop: NYC60-2710


New York, NY 10005


Attention: Project Finance Team Deal Manager -
Aracruz


Facsimile No. : + 1 732-578-4636


 

















 


EXHIBIT A

to Shareholder Loan and Subordination Agreement


 


SUBORDINATION AGREEMENT


 


THIS SUBORDINATION AGREEMENT is made as
of                      ,
among Aracruz Celulose S.A. (the “Borrower”), [Shareholder], a shareholder of the Borrower
(such shareholder, together with its successors and permitted assigns, the “Shareholder
Lender”) and Deutsche Bank Trust Company Americas, as Administrative Agent
for the Senior Lenders (as defined below).


 


RECITALS


 


WHEREAS,
on                  ,
the Borrower paid [dividends/interest on Capital Stock]  to the Shareholder Lender in an
amount of R$           (the “Distribution”);


 


WHEREAS, pursuant to Section 8.20 of the
Senior Credit Agreement (as defined below), the Shareholder Lender is required
to reinvest in the Borrower monies received in respect of dividends of, and
other distributions paid by, the Borrower (including the Distribution);


 


WHEREAS, pursuant to Section 8.20(b) of
the Senior Credit Agreement, such reinvestment may be carried out in the form
of one or more Shareholder Subordinated Loans (as defined in the Senior Credit
Agreement);


 


WHEREAS, the Shareholder Lender, the Borrower and
the Administrative Agent entered into a Shareholder Loan and Subordination
Agreement
dated                            (the
“Shareholder Loan Agreement”) governing the Shareholder Lender’s
Subordinated Loan to the Borrower in order to reinvest in the Borrower the
proceeds from the Distribution, in accordance with the provisions of the Senior
Credit Agreement; and


 


WHEREAS, the Borrower and the Senior Lenders have
also agreed that any such Shareholder Subordinated Loan shall be subordinated,
to the extent and in the manner hereinafter set forth, in right of payment to
the Senior Debt Obligations (as defined below);


 


NOW, THEREFORE, in consideration of the premises
and of the mutual covenants herein contained, the parties hereto agree as
follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1 Certain Defined Terms.
Capitalized terms used (but not defined) in this Agreement shall have the
meanings given thereto in the Senior Credit Agreement. The following terms have
the meanings opposite them:


 


“Agreement” means this Subordination
Agreement, as amended, supplemented or otherwise modified pursuant to the terms
hereof.


 

















 


“PIK Interest” means interest on the
outstanding principal amount of any Subordinated Loan paid in kind in the form
of an increase in the outstanding principal amount of such Subordinated Loan.


 


“Proceeding” means either (a) if the
Borrower (i) shall apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee, examiner,
administrator, liquidator or other similar Person of itself or of all or any
substantial part of its Property, (ii) make a general assignment for the
benefit of its creditors, (iii) file a petition seeking to take advantage
of any Applicable Law relating to bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation,
falência, dissolution,
arrangement or winding up or composition or readjustment of debts or (iv) take
any corporate action for the purpose of effecting any of the foregoing; or (b) a
proceeding or case shall be commenced against the Borrower, without its
application or consent, seeking: (i) its reorganization, liquidation,
dissolution, arrangement or winding up, or the composition or readjustment of
its debts, (ii) the appointment of a receiver, custodian, trustee,
examiner, administrator, liquidator or similar person of it or of all or any
substantial part of its property or (iii) similar relief in respect of it
under any Applicable Law relating to bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation,
falência, dissolution,
arrangement or winding up or composition or readjustment of debts, and such
proceeding or case shall continue undismissed or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and continue
unstayed and in effect for a period of 60 or more days.


 


“Release Date” means the date on which the
Senior Debt Obligations are paid in full.


 


“Senior Credit Agreement” means the Export
Prepayment Facility Agreement and Secured Loan, dated May 13, 2009, among
Aracruz Trading International, Ltd., as the Borrower, Aracruz Celulose
S.A., Alicia Papéis S.A. and Aracruz Celulose (USA), Inc., as the
Guarantors, the Senior Lenders, the Administrative Agent, as Administrative
Agent, The Bank of New York Mellon, as US Collateral Agent, and BNY Mellon
Serviços Financeiros Distribuidora de Titulos e Valores Mobiliarios S.A., as
the Brazil Collateral Agent, as amended, supplemented or otherwise modified
from time to time pursuant to the terms thereof.


 


“Senior Debt Obligations” means the
obligations of Aracruz Trading International Ltd and the Guarantors to the
Senior Lenders pursuant to the Senior Credit Agreement and any other Loan
Document.


 


“Senior Lenders” means the lenders party to
the Senior Credit Agreement, including their successors and permitted assigns.


 


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“Subordinated Loan” means the loan made by
the Shareholder Lender pursuant to the Shareholder Loan Agreement and in
accordance with Section 8.20 of the Credit Agreement (or any successor
provision).


 


ARTICLE II

SUBORDINATION


 


Section 2.1 Subordination.


 


(a) Each of the Shareholder Lender and the
Borrower agrees, for itself, and, in the case of the Shareholder Lender, for
each future holder of the Subordinated Loan, that the Subordinated Loan is
expressly “subordinate and junior in right of payment” (as that phrase is
defined in Section 2.1(b) below) to all Senior Debt Obligations.


 


(b) “Subordinate and junior in right of
payment” means that no part of the Subordinated Loan shall have any claim to
the assets of the Borrower or any of its Subsidiaries or Affiliates on a parity
with or prior to the claim of the Senior Debt Obligations.


 


(c) Prior to the Release Date, without the
express prior written consent of the Administrative Agent, acting at the
direction of the Majority Lenders, the Shareholder Lender shall not take,
demand or receive from the Borrower or any of its Subsidiaries or Affiliates,
and the Borrower shall not, and shall cause its Subsidiaries and Affiliates not
to, make, give or permit any payment of (of whatever kind or nature, whether in
cash, property, securities or otherwise) or in respect of the Subordinated
Loan; provided, however, that,
notwithstanding the foregoing or any other provision hereof, the Borrower may,
at any time, make payments of PIK Interest in accordance with Section 2.2
of the Shareholder Loan Agreement; provided
further, that, notwithstanding any other provision of this
Agreement, if and to the extent such payment is not prohibited under Section 8.22
of the Senior Credit Agreement (or any successor provision), the Borrower may,
without premium or penalty, redeem, purchase, pay or repay any principal or
accrued interest under the Subordinated Loan, upon at least three Business Days’
notice to the Shareholder Lender.


 


(d) The expressions “prior payment in full,” “payment
in full,” “paid in full” and any other similar terms or phrases when used
herein with respect to the Senior Debt Obligations shall mean the payment in
full, in immediately available funds, of all of the Senior Debt Obligations
(other than contingent obligations (including contingent obligations of
indemnification) for which no claim has been asserted (and otherwise not
satisfied) that survives termination of the Senior Credit Agreement) in
accordance with the terms of the Senior Credit Agreement.


 


(e) Prior to the Release Date, neither the
Borrower nor the Shareholder Lender shall (i) without the prior written
consent of the Administrative Agent, acting at the direction of the Majority
Lenders, amend, modify or supplement any provision of the Shareholder Loan
Agreement in a manner that increases the rate of interest payable on, or
otherwise alters the formulation of any interest rate applicable to, the
Subordinated Loan to a rate greater than the applicable market rate as of the
date hereof, increases the amount of any fees or other amounts due under the
Shareholder Loan Agreement, or accelerates the time for payment of any
principal, interest, fees, or other amounts due under the Shareholder Loan
Agreement, or (ii) exercise any


 


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right, power, privilege (other than any right,
power or privilege expressly granted to any Shareholder Lender under this
Agreement, the Shareholder Loan Agreement or other related documents) or any
remedy hereunder or thereunder (including acceleration) or at law or in equity,
in respect of the Subordinated Loan.


 


(f) The Shareholder Lender and the Borrower
agree that, upon the occurrence of any Proceeding:


 


(i) all Senior Debt Obligations shall be paid
in full before any payment or distribution of whatever kind or nature is made
with respect to the Subordinated Loan; and


 


(ii) any payment or distribution of assets of
the Borrower, whether in cash, property or securities, to which the Shareholder
Lender would be entitled in respect of the Subordinated Loan shall be paid or
delivered by the Borrower, or any receiver, trustee in bankruptcy, liquidating
trustee, disbursing agent or other Person making such payment or distribution,
directly to the Administrative Agent, to the extent necessary to pay in full
all Senior Debt Obligations, before any payment or distribution of any kind or
nature shall be made to the Shareholder Lender in respect of the Subordinated
Loan.


 


(g) If any payment or distribution, whether
consisting of money, property or securities, shall be collected or received by
the Shareholder Lender in respect of the Subordinated Loan, except payments
permitted to be made pursuant to Section 2.1(c) above, the
Shareholder Lender shall, as soon as practicable, deliver the same to the
Administrative Agent, in U.S. Dollars, duly indorsed to the Administrative
Agent, if required, to be applied to the payment or prepayment of the Senior
Debt Obligations until the Senior Debt Obligations are paid in full. Until so
delivered, funds in the amount of such payment or distribution shall be held in
trust by the Shareholder Lender as the property of the Administrative Agent,
for the benefit of the Senior Lenders, segregated from other funds and property
held by the Shareholder Lender.


 


(h) In furtherance of the subordination, the
Shareholder Lender further agrees that, if any Proceeding is commenced by or
against the Borrower, the Administrative Agent (on behalf of the Senior
Lenders) is hereby irrevocably authorized and empowered (in its own name or in
the name of the Shareholder Lender or the Administrative Agent or otherwise),
but shall have no obligation, to demand, sue for, collect and receive every
payment or distribution of any kind (whether in cash, property or securities)
that otherwise would be payable or deliverable upon or with respect to the
Subordinated Loan in any Proceeding (including any payment that may be payable
by any reason of any other indebtedness of the Borrower being subordinated to
payment of the Subordinated Loan) and give acquittance therefor and to file
claims and proofs of claim and take such other action (including, without
limitation, voting the Subordinated Loan or enforcing any security interest or
other lien securing payment of the Subordinated Loan) as it may deem necessary
or advisable for the exercise or enforcement of any of the rights or interests
of the Senior Lenders or Administrative Agent hereunder and the Shareholder
Lender or Administrative Agent shall duly and promptly take such action as any
of the Senior Lenders may reasonably request to the extent permitted by
Applicable Law to collect the Subordinated Loan for the account of the Senior
Lenders and Administrative Agent and to file appropriate claims or proofs of
claim in respect of the Subordinated Loan, to execute and deliver to the
Administrative


 


A-5
















 


Agent, on behalf of the Senior Lenders, such powers
of attorney, assignments, or other instruments as the Senior Lenders or
Administrative Agent may reasonably request and that are required in order to
enable the Administrative Agent (on behalf of the Senior Lenders) to enforce
any and all claims with respect to, and to collect and receive any and all
payments or distributions which may be payable or deliverable upon or with
respect to the Subordinated Loan.


 


(i) The Administrative Agent is hereby
authorized to demand specific performance of this Agreement and the Shareholder
Loan Agreement at the request of the Majority Lenders, in each case at any time
that either the Borrower or the Shareholder Lender shall have failed to comply
with any of the provisions of this Agreement or the Shareholder Loan Agreement
applicable to it. The Shareholder Lender hereby irrevocably waives any defense
based on the adequacy of the remedy at law, which might be asserted as a bar to
such remedy of specific performance.


 


Section 2.2 Rights of Subrogation. The
Shareholder Lender agrees that no payment or distribution to the Senior Lenders
pursuant to the provisions of this Agreement or the Shareholder Loan Agreement
shall entitle the Shareholder Lender to exercise any right of subrogation in
respect thereof until the Senior Debt Obligations shall have been paid in full.
Upon payment in full of the Senior Debt Obligations, the Shareholder Lender
shall be subrogated to the rights of the Senior Lenders with respect to any
payment or distribution by or on behalf of the Shareholder Lender to the Senior
Lenders pursuant to the terms hereof to the fullest extent permitted by
Applicable Law.


 


ARTICLE III

MISCELLANEOUS


 


Section 3.1 Successors and Assigns; Third
Party Beneficiaries. This Agreement is a continuing agreement and shall (i) remain
in full force and effect until the payment in full of the Senior Debt
Obligations, (ii) be binding upon the Shareholder Lender, the Borrower and
their respective successors, transferees and assigns (including assigns of any
such Person under the Shareholder Loan Agreement), and (iii) inure to the
benefit of, and be enforceable by, the Administrative Agent (acting with
Majority Lender consent) for the benefit of the Senior Lenders and their
successors, transferees and assigns (all of which, if not parties hereto, are
third party beneficiaries hereof for purposes of enforcing their respective
rights hereunder).


 


Section 3.2 Amendments, Waivers and
Consents. Any amendment or waiver of, or any consent given under, any
provision of this Agreement shall be in writing and, in the case of an
amendment, signed by all of the parties hereto.


 


Section 3.3 Waiver. No failure on the
part of either the Administrative Agent or the Senior Lenders to exercise and
no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under any
this Agreement preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The remedies provided in this Agreement
are cumulative and not exclusive of any other remedies provided by Applicable
Law.


 


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Section 3.4 Partial Invalidity. If, at
any time, any provision hereof is or becomes illegal, invalid or unenforceable
in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions hereof nor the legality,
validity or enforceability of such provision under the law of any other
jurisdiction shall in any way be affected or impaired thereby.


 


Section 3.5 Counterparts. This
Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which when so execute and
delivered shall be an original, but all of which shall together constitute one
and the same instrument, and any of the parties hereto may execute this
Agreement by signing any such counterpart.


 


Section 3.6 Notices. All notices,
requests, instructions, directions and other communications provided for herein
(including any modifications of, or waivers, requests, consents or demands
under, this Agreement) shall be given or made in writing (including by
facsimile or electronic communication) delivered to the intended recipient as
follows:


 


If to the Borrower:


 


Aracruz Celulose S.A.


Attention: Chief Financial Officer, with a copy to
General Counsel


Av. Brigadeiro Faria Lima, n° 2277, 4° andar


Jardim Paulistano


01452-000 São Paulo- SP


Brazil


Facsimile: +55 11 3301 4202


Telephone: +55 11 3301 4111


 


If to the Shareholder Lender, see Schedule 1, as
such schedule shall be amended and supplemented from time to time by written
notice of the Shareholder Lender.


 


If to the Administrative Agent, see Schedule 2, as
such schedule shall be amended and supplemented from time to time by written
notice of the Administrative Agent.


 


Except as otherwise provided in this Agreement, all
such communications shall be deemed to have been duly given when personally
delivered or, in the case of a facsimile or mailed notice, upon receipt, in
each case given or addressed as aforesaid. Any party hereto may change its
address or facsimile number for notices and other communications hereunder by
notice to the other parties hereto.


 


Any agreement herein of the Shareholder Lender to
receive certain notices by telephone, facsimile or other unsigned method is
solely for the convenience and at the request of the Borrower. The
Administrative Agent and Shareholder Lender shall (absent gross negligence or
willful misconduct) be entitled to rely upon the authority of any Person
purporting to be authorized by the Borrower or any other Person on account of
any action taken or not taken by the Shareholder Lender in reliance upon any
such notice.


 


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ARTICLE IV

GOVERNING LAW AND JURISDICTION


 


Section 4.1 Governing Law. This
Agreement shall be governed by, and construed in accordance with, the law of
New York, without giving effect to any conflict of laws principles that would
require the application of the laws of another jurisdiction.


 


Section 4.2 Jurisdiction, Service of
Process and Venue. Any legal action or proceeding by or against any party
hereto or with respect to or arising out of this Agreement may be brought in or
removed to the courts of the State of New York, in and for the County of New
York, or for the United States of America for the Southern District of New York
(in each case sitting in the Borough of Manhattan). By execution and delivery
of this Agreement, each party accepts, for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts (and courts of appeal therefrom) for legal proceedings arising out of or
in connection with this Agreement, which jurisdiction shall be exclusive in the
case of any legal action or proceeding by the Borrower or the Shareholder
Lender. Each of the Borrower and the Shareholder Lender irrevocably consents to
the appointment of the Process Agent as its agent to receive service of process
(this Agreement and any other related agreements to which it is a party) in New
York, New York.


 


Each of the Borrower and the Shareholder Lender
hereby irrevocably appoints National Corporate Research Ltd. (the “Process
Agent”), with an office on the date hereof at 10 East 40th Street, 10th Floor, New York, New York 10016, as its agent
and true and lawful attorney-in-fact in its name, place and stead to accept on
its behalf service of copies of the summons and complaint and any other process
that may be served in any such suit, action or proceeding brought in the State
of New York, and agrees that the failure of the Process Agent to give any
notice of any such service of process to it shall not impair or affect the
validity of such service or, to the extent permitted by Applicable Law, the
enforcement of any judgment based thereon. Such appointment shall be
irrevocable until the final payment of all amounts payable under this
Agreement, except that if for any reason the Process Agent appointed hereby
ceases to be able to act as such, then the Borrower and the Shareholder Lender
shall each, by an instrument reasonably satisfactory to the Administrative Agent,
appoint another Person in the Borough of Manhattan as such Process Agent
subject to the approval (which approval shall not be unreasonably withheld) of
the Administrative Agent. Each of the Borrower and the Shareholder Lender
covenants and agrees that it shall take any and all reasonable action,
including the execution and filing of any and all documents, that may be
necessary to continue the designation of the Process Agent pursuant to this
paragraph in full force and effect and to cause the Process Agent to act as
such.


 


Nothing herein shall in any way be deemed to limit
the ability of the Shareholder Lender to serve any process or summons in any
manner permitted by Applicable Law or to obtain jurisdiction over any Person in
such other jurisdictions, including but not limited to Brazil, and in such
manner, as may be permitted by Applicable Law.


 


Each party hereto hereby irrevocably waives any
objection that it may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement brought
in or removed to New York City (and courts of appeals therefrom) and


 


A-8

















 


hereby further irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum. A final judgment (in respect of which time for all
appeals has elapsed) in any such suit, action or proceeding shall be conclusive
and may be enforced by suit upon judgment in any court in any jurisdiction to
which the applicable Person is or may be subject.


 


Section 4.3 Waiver of Jury Trial. Each
of the parties hereto knowingly, voluntarily and intentionally waives its
rights to a trial by jury of any claim or cause of action based upon, arising
out of or related to the loan documents or the transactions contemplated
thereby, in any action, litigation or other proceeding of any type brought by
any of the parties against any other party or any other person, whether with
respect to contract claims, tort claims or otherwise. Each of the parties
hereto agrees that any such claim or cause of action shall be tried in a court
trial without a jury. Without limiting the foregoing, the parties further agree
that their respective right to a trial by jury is waived by operation of this
section as to any action, counterclaim or other proceeding that seeks, in whole
or in part, to challenge the validity or enforceability of the loan documents
or any provision thereof. The agreement of each party hereto to this provision
is a material inducement for each of the other parties hereto to enter into
this Agreement.


 


Section 4.4 Waiver of Immunity. To the
extent that the Borrower may be or become entitled to claim for itself or its
Property any immunity on the ground of sovereignty or the like from suit, court
jurisdiction, attachment before judgment, attachment in aid of execution of a
judgment or execution of a judgment, and to the extent that in any such
jurisdiction there may be attributed such an immunity (whether or not claimed),
it hereby irrevocably agrees not to claim and hereby irrevocably waives such
immunity with respect to its obligations under this Agreement.


 


A-9

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year first above written.


 


	
   

  	
   

  	
                                      ,

  
	
   

  	
   

  	
  as Shareholder Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARACRUZ CELULOSE S.A.,

  as Borrower

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Subordination Agreement


 

















 


Schedule 1

to Subordination Agreement


 


NOTICE ADDRESS OF SHAREHOLDER LENDER


 


[Name of Shareholder Lender]


[Address]


Facsimile No.:


Attention:


 

















 


Schedule 2

to Subordination Agreement


 


NOTICE ADDRESS OF ADMINISTRATIVE AGENT


 


Deutsche Bank Trust Company Americas


Trust & Securities Services


60 Wall Street


Mailstop: NYC60-2710


New York, NY 10005


Attention: Project Finance Team Deal Manager -
Aracruz


Facsimile No. : + 1 732-578-4636


 

















 


EXHIBIT P

to Export Prepayment Facility Agreement and Secured Loan


 


EXPORT FINANCE AGREEMENT


 


THIS EXPORT FINANCE AGREEMENT, dated as of [·],
2009 (as amended, modified or supplemented from time to time, this “Agreement”),
is entered into among Aracruz Trading International Ltd., a limited liability
company duly organized and validly existing under the laws of the Republic of
Hungary (“the Importer”), Aracruz Celulose S.A., a corporation duly
organized and validly existing under the laws of Brazil (the “Exporter”),
and Deutsche Bank Trust Company Americas, as Administrative Agent under the
Credit Agreement (the “Administrative Agent”).


 


WHEREAS, the Importer, as the Borrower, the
Exporter and the other guarantors party thereto, as the Guarantors, each of the
lenders party thereto (the “Lenders”), the Administrative Agent, The
Bank of New York Mellon, as the U.S. Collateral Agent, and BNY Mellon Serviços
Financeiros Distribuidora de Títulos e Valores Mobiliários S.A., as the Brazil
Collateral Agent, are parties to the Export Prepayment Facility Agreement and
Secured Loan dated as of May 13, 2009 (as amended, modified or
supplemented from time to time, the “Credit Agreement”) providing,
subject to the terms and conditions thereof, that the Lenders make Loans or
extend credit in the form of Loans, as the case may be, to the Importer in an
aggregate principal amount of U.S.$[·]; and


 


WHEREAS, it is a condition precedent to the
occurrence of the Closing Date that the Importer and the Exporter enter into
this Agreement for the sale of Products by the Exporter to the Importer for
further resale by the Importer to Eligible Offtakers pursuant to Sale
Agreements;


 


NOW, THEREFORE, to induce the Lenders to enter into
the Credit Agreement and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of the Importer and the
Exporter have agreed to execute this Agreement.


 


Accordingly, the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1 Definitions. As used
herein, the following terms shall have the following meanings:


 


“Agreement” has the meaning set forth in the
introduction hereto.


 


“Alternative Rate” shall mean, for any day,
a per annum rate equal to the
higher of (a) the Prime Rate for such day and (b) the sum of 0.5% and
the Federal Funds Rate for such day.


 


“Applicable Law” means any applicable
statute, law, regulation, ordinance, rule, judgment, rule of common law,
order, decree, approval (including any Governmental Approval), concession,
grant, franchise, license, agreement, directive, guideline, guidance, policy,


 

















 


requirement or other governmental restriction or
any similar form of decision of, or determination by (or any interpretation or
administration of any of the foregoing by), any Governmental Authority, whether
in effect as of the date hereof or hereafter.


 


“Applicable Margin” means, during any period,
the rate opposite such period below:


 


	
  Period

  	
   

  	
  Rate

  
	
   

  	
   

  	
   

  
	
  January 1, 2009 to December 31, 2009

  	
   

  	
  3.50% per annum

  
	
   

  	
   

  	
   

  
	
  January 1, 2010 to June 30, 2010

  	
   

  	
  4.00% per annum

  
	
   

  	
   

  	
   

  
	
  July 1, 2010 to December 31, 2010

  	
   

  	
  4.25% per annum

  
	
   

  	
   

  	
   

  
	
  January 1, 2011 to June 30, 2011

  	
   

  	
  4.50% per annum

  
	
   

  	
   

  	
   

  
	
  July 1, 2011 to December 31, 2011

  	
   

  	
  4.75% per annum

  
	
   

  	
   

  	
   

  
	
  January 1, 2012 to June 30, 2012

  	
   

  	
  5.00% per annum

  
	
   

  	
   

  	
   

  
	
  July 1, 2012 to December 31, 2012

  	
   

  	
  5.25% per annum

  
	
   

  	
   

  	
   

  
	
  January 1, 2013 to June 30, 2013

  	
   

  	
  5.50% per annum

  
	
   

  	
   

  	
   

  
	
  July 1, 2013 to December 31, 2013

  	
   

  	
  5.75% per annum

  
	
   

  	
   

  	
   

  
	
  January 1, 2014 to Maturity Date

  	
   

  	
  6.00% per annum

  



 


“Business Day” means a day (other than
Saturday or Sunday) on which commercial banks are not authorized or required to
close in New York City, New York, United States of America, or São Paulo, State
of São Paulo, Brazil, and, with respect only to any determination of a LIBO
Rate, that is also a day on which dealings in Dollar deposits are carried out
in the London interbank market.


 


“Capital Stock” means, as to any Person, any
and all shares, interests, participations, quotas or other equivalents (however
designated) of capital stock of, and any and all ownership interests in, a
Person, and any and all warrants, options or other rights to purchase or exchange
any of the foregoing.


 


“Central Bank” means the Brazilian Central
Bank (Banco Central do Brasil) or
any successor entity.


 


“Closing Date” has the meaning set forth in
the Credit Agreement.


 


“Credit Agreement” has the meaning set forth
in the recitals hereto.


 


“Default” means an event that (with notice,
lapse of time or both) would become an Event of Default.


 


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“Default Rate” means, at any date of
determination, a per annum rate
equal to the LIBO Rate for the then-current Interest Period, or Interest
Periods as shall be selected by the Administrative Agent for funding of such
overdue amounts, plus the
Applicable Margin plus 1.0%.


 


“Eligible Offtakers” means each of the
Persons named on Schedule 2 hereto and such Persons that become Eligible
Offtakers pursuant to the Credit Agreement.


 


“Environmental Laws” means all Applicable
Laws relating to contamination, pollution, the protection of human health or
the environment or the transportation, treatment, storage, disposal, release,
threatened release or handling of Hazardous Materials and any, specific
agreements entered into with any Governmental Authority that include
commitments related to any of the above.


 


“Event of Default” has the meaning set forth
in Section 6.1 hereof.


 


“Existing Importer Loans” has the meaning
set forth in Section 2.1(b).


 


“Existing ROFs” means the ROFs in existence
in respect of the Lender Bilateral Debt and the Intercompany Obligations before
any amendments to reflect the terms and conditions for the repayment of the
Importer Loans set forth this Agreement.


 


“Export” has the meaning set forth in Section 2.2
hereof.


 


“Export Collateral Account” has the meaning
set forth in the Credit Agreement.


 


“Exporter” has the meaning set forth in the
introduction hereto.


 


“Federal Funds Rate” means, for any period,
a fluctuating interest rate equal for each day during such period to the
weighted average of the rates (rounded upwards, if necessary, to the next 1/16th of 1%) on overnight Federal funds
transactions with members of the United States Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average (rounded upwards, if necessary, to the next 1/16th of 1%) of the quotations for such
day on such transactions received by the Administrative Agent from three (3) Federal
funds brokers of recognized standing selected by the Administrative Agent.


 


“Funding Lenders” has the meaning set forth
in the Credit Agreement.


 


“Governmental Approval” means any action,
order, authorization, consent, approval, license, ruling, permit, certification,
exemption, filing or registration from, by or with any Governmental Authority.


 


“Governmental Authority” means any nation or
government, any state or municipality, any multi-lateral or similar
organization or any other agency, instrumentality or political subdivision
thereof and any entity exercising executive, legislative, judicial, monetary,
regulatory or administrative functions of or pertaining to government.


 


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“Grantee” has the meaning set forth in Section 8.9
hereto.


 


“Hazardous Materials” means (a) explosive
or radioactive materials, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes, wastes and
all hazardous or toxic substances, wastes or other pollutants (including
petroleum or petroleum distillates) and (b) any other chemicals, materials
or substances designated, classified or regulated under any applicable
Environmental Law.


 


“Importer” has the meaning set forth in the
introduction hereto.


 


“Importer Loans” means, collectively, the
Existing Importer Loans and the New Importer Loans.


 


“Intercompany Obligations” means,
collectively, the intercompany export prepayment agreements between the
Importer, as lender, and the Exporter, as borrower, identified on Schedule 4
hereto in the total aggregate amount of approximately U.S.$[·]
billion.


 


“Interest Determination Date” means, with
respect to any Interest Period, the second Business Day prior to the
commencement of such Interest Period.


 


“Interest Period” means (a) with
respect to the initial Interest Period, the period commencing on and including
the Closing Date and ending on but not including the initial Payment Date, and (b) each
successive three (3)-month period thereafter, provided
that:


 


(i) any Interest
Period that would otherwise extend beyond a Payment Date shall end on such
Payment Date;


 


(ii) any Interest
Period that begins on a day for which there is no numerically corresponding day
in the subsequent three (3)-month period shall end on the last Business Day of
such three (3)-month period;


 


(iii) if any such
date is not a Business Day, such Interest Period shall end on the next Business
Day unless such next Business Day would fall in another calendar month, in
which case such Interest Period shall end on the preceding Business Day; and


 


(iv) the term “Interest
Period” shall include any period selected by the Administrative Agent from time
to time in accordance with the definition of “Default Rate”.


 


“Lender Bilateral Debt” means the debt of
the Exporter set forth on Schedule 3 hereto.


 


“LIBO Rate” means, for any Interest Period,
the offered rate for deposits in U.S. Dollars for a period equal to or nearest
the number of days in such Interest Period that appears on Reuters Screen
LIBOR01 Page (or such other page as may replace such page on
that service) (“LIBOR01 Page”) as of approximately 11:00 a.m.
(London time) on each Interest Determination Date; provided that if such rate does not appear on the LIBOR01
Page, then the “LIBO Rate” shall mean, with respect to each day during such
Interest Period, the per annum rate
equal to the average (rounded upwards, if necessary, to the nearest 1/16th of
1%) of the


 


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respective rates notified to the Administrative
Agent by each Reference Bank as the rate at which U.S. Dollar deposits are
offered to such Reference Bank by prime banks at or about 11:00 a.m.
(London time) on each Interest Determination Date in the London interbank
market for delivery on the first day of such Interest Period for a period
approximately equal to the number of days in such Interest Period and in an
amount comparable to the Importer Loans then outstanding hereunder.


 


“Lien” means any mortgage, lien, pledge,
usufruct, fiduciary transfer (alienação fiduciária), charge, encumbrance or other
security interest or any preferential arrangement (including a securitization)
that has the practical effect of creating a security interest.


 


“Loan” means, with respect to any Lender,
the loan made by such Lender pursuant to the Credit Agreement on the Closing
Date, and “Loans” means the Loans made by all Lenders pursuant to the
Credit Agreement.


 


“Loan Documents” means, collectively, the
Credit Agreement, this Agreement and each other agreement executed in
connection with the Credit Agreement and therein identified as such.


 


“Material Adverse Effect” means a material
adverse effect on: (a) the business, condition (financial or otherwise),
operations, performance, Properties or prospects of the Exporter and each of
its Subsidiaries (taken as a whole), (b) the ability of each of the
Importer and the other guarantors under the Credit Agreement to perform its
obligations under the Loan Documents to which it is a party or legality,
validity binding effect or enforceability against each of the Importer and the
other guarantors of the Credit Agreement of a Loan Document to which it is a
party, (c) the rights and/or remedies of any of the Lenders, the Agents
and any other Person (other than the Importer and the guarantors under the
Credit Agreement) that has a right to receive any payments hereunder or under
any of the other Loan Documents to which each of them is a party or (d) all
the collateral granted pursuant to the applicable Loan Documents (taken as a
whole).


 


“Maturity Date” means, at any time, the date
on which the last scheduled amortization payment is due hereunder.


 


“New Importer Loans” has the meaning set
forth in Section 2.1(a).


 


“New ROF(s)” means one or more ROFs,
reflecting the relevant terms and conditions of the New Importer Loans set
forth in this Agreement.


 


“Non-Funding Lenders” has the meaning set
forth in the Credit Agreement.


 


“Payment Date” means (a) each date
listed on the Amortization Schedule set forth in Schedule 1, and (b) September 30,
2009; provided that if any such
date is not a Business Day, then such Payment Date shall be the next Business
Day unless such next Business Day would fall in another calendar month, in
which case such Payment Date shall be the preceding Business Day.


 


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“Person” means any individual, corporation,
company, voluntary association, partnership, limited liability company, joint
venture, trust, unincorporated organization, Governmental Authority or other
entity of whatever nature.


 


“Prime Rate” has the meaning set forth in
the Credit Agreement.


 


“Products” means products produced or
obtained by the Exporter, sold by the Exporter to the Importer and then sold by
the Importer to the Eligible Offtakers.


 


“Property” of any Person, means any
property, rights or revenues, or interest therein, of such Person.


 


“Reference Banks” means Citibank, N.A.,
Deutsche Bank AG[, New York Branch] and JPMorgan Chase Bank, N.A.


 


“Restated ROF(s)” means the duly amended
Existing ROFs, matching the relevant terms and conditions of the Existing
Importer Loans with the terms and conditions for the repayment of the Importer
Loans set forth in this Agreement.


 


“ROF(s)” means, with respect to a loan, the
registration of such loan under the Declaratory Registry - Module Registry of
Financial Transactions (Registro Declaratório — Modulo Registro de Operações
Financeiras)  of
the Data System of the Central Bank of Brazil — SISBACEN, in accordance with
applicable Central Bank regulations.


 


“Sale Termination Date” means the date on
which all amounts payable under and pursuant to the Loan Documents have been
paid in full.


 


“Sales Agreement” means each contract or
other agreement (which may be formed by exchange of letters, e-mail, other
electronic communication or other correspondence (including purchase orders) or
verbally) from time to time entered into by the Importer (or any other Person
on its behalf) with an Eligible Offtaker for the sale of Products; provided that such contract or other
agreement or the performance thereof shall not be subject to any embargos,
sanctions or comparable restrictions of any kind issued by the United Nations.


 


“Schedules of Payment” has the meaning set
forth in Section 3.1(c).


 


“Subsidiary” means, with respect to any
Person, any corporation or other entity that such Person, beneficially or of
record, owns more than 50% of the Voting Stock, including, as of the Closing
Date and without limitation, Portocel -
Terminal Especializado de Barra do Riacho S.A., a corporation duly
organized and validly existing under the laws of Brazil.


 


“Voting Stock” of a Person means Capital
Stock in such Person having power to vote for the election of directors or
similar officials of such Person or otherwise voting with respect to actions of
such Person (other than such Capital Stock having such power only by reason of
the happening of a contingency).


 


P-6

















 


SECTION 1.2 Other Defined Terms and
Interpretive Provisions. All capitalized terms used but not defined herein
shall have the meanings given to such terms in the Credit Agreement, and the rules of
interpretation set forth therein shall apply to this Agreement.


 


ARTICLE II


 


EXPORT ADVANCE AND DELIVERY
OF PRODUCTS


 


SECTION 2.1 The Export Advance. (a) The
parties hereto mutually agree that the Importer shall extend loans (the “New
Importer Loans”) to the Exporter, in form of export pre—payments as defined
in Circular No. 3027, issued by the Central Bank of Brazil on February 22,
2001 (as amended), in the total aggregate principal amount of U.S.$[·],
pursuant to the terms and conditions set forth in Section 2.3(b)(i) of
the Credit Agreement.


 


(b) Furthermore, the Importer and the Exporter
hereby agree to amend and restate each of the Exporter’s existing export
pre-payment agreements relating to (a) the Lender Bilateral Debt assigned
to the Importer pursuant to Section 2.3(c) of the Credit Agreement,
and (b) the Intercompany Obligations, so that the loans under these
existing export pre-payment agreements (the “Existing Importer Loans”)
shall be repaid pursuant to, and subject to the terms and conditions of, this
Agreement. From time to time, upon the assignment to the Importer of any
Additional Bilateral Debt pursuant to a Facility Increase Amendment, the
Importer and Exporter hereby agree to amend and restate this Agreement so that
the loans under such Additional Bilateral Debt assigned to the Importer
pursuant to a Facility Increase Amendment shall be repaid pursuant to, and
subject to the terms and conditions of, this Agreement.


 


SECTION 2.2 Sale of Products by the Exporter.
(a) The Exporter hereby agrees to deliver Products to the Importer from
time to time through and including the Sale Termination Date (each such sale or
delivery of Products to either the Importer or to another party in accordance
with Section 2.2(b), an “Export”). In order to request any Export
hereunder, the Importer shall notify the Exporter of the amount and/or type of
Products to be so delivered from the Exporter to the Importer and such other
information as may be applicable. All Exports to the Importer shall be made
pursuant to the Importer’s standard terms and conditions of purchase, unless
otherwise agreed by the parties hereto.


 


(b) The Exporter further hereby agrees that if
an Event of Default has occurred and is continuing, it will, upon the written
request of the Administrative Agent (acting at the direction of the Majority
Lenders), to the extent permitted by Applicable Law, deliver an amount of
Products designated by the Administrative Agent in writing to the Importer, to
enable the Importer to deliver Products to a buyer designated by the
Administrative Agent (acting at the direction of the Majority Lenders) pursuant
to the terms of Section 5.5(c) of the Credit Agreement. In order to
request any Export under this Section 2.2(b), the Administrative Agent
shall send a notice to the Exporter informing it of the amount and/or type of
Products to be so delivered from the Exporter to the Importer or its designee,
and such other information as may be applicable. The Administrative Agent shall
send such a notice under this Section 2.2(b) only if an Event of
Default has occurred and is continuing.


 


P-7

















 


SECTION 2.3 Purchase and/or Resale by the
Importer. It is understood and agreed by the Exporter that the price and
terms and conditions of any resale of the Products by the Importer to any
Eligible Offtaker or to any buyer designated by the Administrative Agent
pursuant to Section 2.2(b) shall be mutually determined by the
Importer and such Eligible Offtaker or buyer, as the case may be, in their sole
discretion.


 


SECTION 2.4 Repayment of the Importer Loans.
The Exporter agrees to pay or cause to be paid to the Importer the full
principal amount of the Importer Loans in accordance with the Amortization Schedule
set forth on Schedule 1 hereto (as such Amortization Schedule shall be adjusted
by the Importer from time to time following the Closing Date to reflect any
prepayment made hereunder and any assignment to the Importer of Additional
Bilateral Debt pursuant to a Facility Increase Amendment). The primary
mechanism for repayment of the Importer Loans will be through the Exports. In
the event that any amount under the Importer Loans is not paid when due, or if
any amount under the Importer Loans remains outstanding on the Maturity Date,
the Exporter shall pay such amount to the Importer in cash in accordance with Section 2.6.


 


SECTION 2.5 Interest. (a) The
Exporter agrees to pay or cause to be paid to the Importer interest on the
unpaid principal amount of the Importer Loans for the period from and including
the Closing Date to but excluding the date on which the Importer Loans are paid
in full, in respect of each Interest Period, at a per annum rate equal to the LIBO Rate for such Interest
Period plus the Applicable Margin. Interest payable hereunder shall continue to
accrue after as well as before any bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation,
falência, dissolution,
arrangement or winding up or composition or readjustment of debts of the
Exporter, and shall be paid through the credit of the corresponding proceeds in
the Export Collateral Account.


 


(b) Notwithstanding the foregoing, the
Exporter agrees to pay or cause to be paid to the Importer interest on any and
all overdue amounts outstanding under the Importer Loans at the Default Rate at
any time during the existence and continuance of an Event of Default under Section 6.1(a).


 


(c) Accrued interest on the Importer Loans
shall be payable on each Payment Date, provided
that interest payable at the Default Rate shall also be payable on
any and all overdue amounts outstanding under the Importer Loans from time to
time on demand by the Importer or, upon the occurrence and during the
continuation of an Event of Default (as defined in the Credit Agreement) under Section 9.1(a) of
the Credit Agreement, by the Administrative Agent (acting at the direction of
the Majority Lenders).


 


(d) On each Interest Determination Date, the
Administrative Agent shall determine the LIBO Rate for the relevant Interest
Period and shall give notice thereof to the Exporter (it being understood that
the Administrative Agent’s failure to do so shall not affect the interest rate
applicable hereunder). If, on the Interest Determination Date, the LIBOR 01 Page is
not being displayed, the Administrative Agent will request the Reference Banks
to provide the Administrative Agent with their offered quotations for deposits
in U.S. Dollars, for a period substantially equal to the applicable Interest
Period and in an amount substantially equal to the outstanding principal amount
of the Importer Loans, to prime lenders in the London interbank market at
approximately 11:00a.m., London time, on such Business Day. If at least two (2) such


 


P-8

















 


quotations are provided, the LIBO Rate shall be
calculated using the average of such quotations, and divided (rounded upwards,
if necessary, to the nearest 1/16th of 1%) by a percentage equal to 100% minus the
then stated maximum rate of all reserve requirements, if any (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable on the Interest Determination Date to any member bank of
the United States Federal Reserve System in respect of Eurocurrency liabilities
(as defined in Regulation D). If (A) fewer than two Reference Banks
provide quotations to the Administrative Agent to determine the LIBO Rate, or (B) the
Administrative Agent is advised by the Reference Banks that deposits in U.S.
Dollars are not offered to the Reference Banks in the London interbank market
for such Interest Period, the Administrative Agent shall forthwith give notice
thereof to the Exporter and the Exporter and the Importer shall negotiate in
good faith to determine the LIBO Rate or a substitute rate. Pending such
determination, the Interest Rate shall be computed on the basis of the LIBO
Rate as determined for the immediately preceding Interest Period. If the
Exporter and the Importer reach an agreement as to the determination of the
LIBO Rate or a substitute rate within ten (10) Business Days, after the
giving of notice by the Administrative Agent, the Importer Loans shall bear
interest at an interest rate equal to the sum of the LIBO Rate or such
substitute rate as agreed by the Exporter and the Importer and the Applicable
Margin. If the Exporter and the Importer do not reach an agreement within such
period, the Importer Loans shall bear interest at an interest rate equal to the
sum of the Alternative Rate in effect from time to time and the Applicable
Margin until such time as the LIBO Rate can be determined.


 


(e) Interest on the Loans based upon the LIBO
Rate shall be computed on the basis of a year of 360 days and actual days
elapsed (including the first day but excluding the last day) occurring in the
relevant Interest Period.


 


SECTION 2.6 Payments. All cash payments
of principal and interest to be made by the Exporter to the Importer under this
Agreement shall be made in U.S. Dollars, in immediately available funds,
without deduction, set-off or counterclaim, to the Export Collateral Account.


 


SECTION 2.7 Governmental Approvals. In
connection with each Export, the Exporter shall be responsible for obtaining
all required Governmental Approvals and for satisfying whatever formalities may
be required with respect to any Export and to take such other actions related
thereto as the Importer may reasonably request, and to deliver evidence of any
such Governmental Approvals within a reasonable time after the Administrative
Agent’s request, acting at the direction of the Majority Lenders, therefor.


 


SECTION 2.8 Promissory Notes. The
Borrower’s obligation to pay the principal amount of and any interest accrued
on the Importer Loans shall be evidenced by a promissory note, substantially in
the form of Exhibit A hereto (each, a “Note” and, collectively, the
“Notes”).(1)


 


SECTION 2.9 New Promissory Notes. The
Exporter shall promptly execute and deliver new Notes satisfactory to the
Importer to substitute for the Notes previously delivered to the Importer, at
the Importer’s request: (a) to reflect any changes to the loans, to the
Interest


 






(1) Note: The
Note issued at Closing should reflect the principal amount and the interest
expected to accrue during the first Interest Period.


 


P-9

















 


Period or to the Applicable Margin, according to Section 2.5
above, and quarterly, at the beginning of each Interest Period, to reflect the
interest expected to accrue during such Interest Period, or (b) to
maintain a valid and enforceable Note throughout the term of this Agreement,
until full repayment of the loans by the Exporter, in which case a new Note
shall be issued not less than thirty (30) days prior to the end of the
limitation period as established in the Note in light of the statute of
limitations provided for by Brazilian law.(2)


 


ARTICLE III


 


REPRESENTATIONS AND
WARRANTIES OF THE EXPORTER


 


SECTION 3.1 Representations and Warranties.
As of the date hereof, the Exporter hereby represents and warrants that:


 


(a) it: (i) is a corporation duly
organized, validly existing and, to the extent applicable under the laws of
Brazil, in good standing under the laws of Brazil, (ii) has all requisite
corporate power, and has all material Governmental Approvals, necessary to own
or lease its Properties and carry on its business as now being or as proposed
to be conducted, except where failure to have such Governmental Approvals (in
the aggregate) is not reasonably likely to have a Material Adverse Effect, (iii) is
qualified to do business and is in good standing in all jurisdictions in which
the nature of the business conducted by it makes such qualification necessary,
except where failure to so qualify (in the aggregate) is not reasonably likely
to have a Material Adverse Effect, (iv) has full power, authority and
legal right to make and perform its obligations under this Agreement, (v) has
no Liens on any of its Products, other than any Liens created by the Loan
Documents or pursuant to the documents evidencing Other Bilateral Debt (as
defined in the Credit Agreement), and (vi) except to the extent that any
non-compliance (in the aggregate) is not reasonably likely to have a Material
Adverse Effect, is in compliance with its Organizational Documents, all
Applicable Laws (including Environmental Laws), Governmental Approvals and
contractual obligations applicable to it;


 


(b) the execution, delivery and performance by
it of this Agreement have been duly authorized by all necessary corporate
action (including any necessary shareholder action), and do not contravene: (i) its
Organizational Documents, (ii) any Applicable Law, decree, judgment,
award, injunction or similar legal restriction in effect, except to the extent
that any contravention thereof is not reasonably likely to have a Material
Adverse Effect, (iii) conflict with or result in the breach of, or
constitute a default or require any payment to be made under, any contract,
loan agreement, indenture, mortgage, deed of trust, lease or other instrument
or other contractual restriction binding upon or affecting it or any of its
Property, or (iv) except pursuant to the Loan Documents, result in the
creation of any Lien on any of its Property;


 


(c) except for: (i) those Brazilian Governmental
Approvals and documents required to be obtained in connection with the shipping
of Products by the Exporter to the Importer in connection with the Exports
required to be made under this Agreement, which the Exporter has no reason to
believe would not be obtained in due course and time; (ii) the
registration of the New ROFs and the Restated ROFs with the Central Bank and
the registration of the schedules of


 


P-10

















 


payment within the New ROFs and the Restated ROFs
with the Central Bank that will enable the Exporter to make remittances from
Brazil with respect to this Agreement between the Exporter and the Importer
(the “Schedules of Payment”) and (iii) any further authorization
from, notice to or registration with, the Central Bank that will enable the
Exporter to make payments under this Agreement between the Exporter and the
Importer (a) that are not specifically covered by the New ROFs or the
Restated ROFs, and the respective Schedules of Payment, or (b) on a date
which is after the 120th day from the original, scheduled principal repayment
date of such payment, all Governmental Approvals and other actions by, and all
notices to and filings and registrations with, any Governmental Authority, and
all third-party approvals, required for the due execution, delivery and
performance by the Exporter of this Agreement for the legality, validity or
enforceability hereof have been obtained and are in full force and effect and
true copies thereof have been provided to the Administrative Agent;


 


(d) this Agreement has been duly executed and
delivered by the Exporter, and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, except as may be limited
by bankruptcy, insolvency, recuperação
judicial, recuperação extrajudicial, falência or similar laws
affecting the enforcement of creditors’ rights generally and as may be limited
by equitable principles of general applicability;


 


(e) there is no litigation, action, suit,
investigation, claim, arbitration or other proceeding pending, or, to its
knowledge, threatened against it or any of its Subsidiaries by or before any
arbitrator or Governmental Authority that: (i) in the aggregate, has had
or, if adversely determined, could reasonably be expected to have a Material
Adverse Effect on the Exporter or (ii) purports to affect the legality,
validity, binding effect or enforceability of this Agreement or the
transactions contemplated hereby;


 


(f) it is subject to civil and commercial law with
respect to its obligations under this Agreement, and the making and performance
by it of this Agreement constitute private and commercial acts rather than
public or governmental acts; and neither it nor any of its Properties is
entitled to immunity on the grounds of sovereignty or otherwise from the
jurisdiction of any court or from any action, suit, set-off or proceeding, or
service of process in connection therewith, arising under this Agreement;


 


(g) there is no income, stamp or other tax,
levy, assessment, impost, deduction, charge or withholding of any kind imposed
by Brazil (or any municipality or other political subdivision or taxing
authority thereof or therein that exercises de
facto or de jure power
to impose such tax, levy, assessment, impost, deduction, charge or withholding)
on or by virtue of the execution or delivery of this Agreement and/or the
performance of the Exporter’s obligations hereunder; and it has filed all tax
returns required to be filed by it and paid all taxes shown to be due thereon
except such as are being contested in good faith by appropriate proceedings or
would not reasonably be expected to have a Material Adverse Effect; and


 


(h) this Agreement is in proper legal form
under all Applicable Laws for the enforcement thereof, in accordance with its
terms, against it; provided that,
for the enforceability of this Agreement before Brazilian courts: (i) the
signatures of the parties signing this Agreement outside Brazil must be
notarized by a notary public qualified as such under the laws of the place of
signing and the signature of such notary public must be authenticated by a
Brazilian consular


 


P-11

















 


officer at the competent Brazilian consulate, and (ii) this
Agreement must be translated into Portuguese by a sworn translator; and,
subject to the preceding, all formalities required in Brazil for the validity
and enforceability (including any necessary registration, recording or filing
with any court or other Governmental Authority) of this Agreement have been
accomplished, and no taxes, assessments and other governmental charges or
levies are required to be paid for the validity and enforceability thereof.


 


ARTICLE IV


 


COVENANTS OF THE EXPORTER


 


SECTION 4.1 Covenants. The Exporter
hereby covenants and agrees that, until the Sale Termination Date, the Exporter
shall:


 


(a) promptly obtain, and maintain in full
force and effect, all Governmental Approvals from time to time necessary for
its authorization, execution and delivery of this Agreement and the due
performance of all of its obligations hereunder;


 


(b) provide to the Importer and the
Administrative Agent:


 


(i) within five (5) Business
Days after the Exporter obtains knowledge of the occurrence of any Default
under this Agreement, notice thereof setting forth a description thereof and
the action(s) that is/are being taken or is/are proposed to be taken with
respect thereto;


 


(ii) promptly (and,
in any event within seven (7) Business Days) after its knowledge thereof,
notice of any litigation, claim, investigation, arbitration, other proceeding
or controversy pending or, to its knowledge, threatened involving or affecting
the Exporter: (A) that could give rise to a Lien on any of its Products to
be sold and resold to the Importer hereunder (other than any Liens created
under the Loan Documents or under the documents evidencing Other Bilateral Debt
or any other Debt secured by export receivables of the Importer or the Exporter
permitted to be incurred pursuant to the terms of the Credit Agreement), (B) that
could reasonably be expected to have a Material Adverse Effect or (C) relating
to this Agreement; and


 


(iii) from time to
time such other information with respect to the Exporter, this Agreement and/or
the transactions contemplated hereby as the Administrative Agent may reasonably
request as instructed by the Majority Lenders;


 


(c) not, without the prior written consent of
the Importer and the Administrative Agent (acting at the direction of the
Majority Lenders) sell, assign, grant a Lien on or otherwise transfer (by
operation of law or otherwise) any of its rights or obligations hereunder (it being
understood that any attempt to do any of the above without
the prior written consent of the Importer and the Administrative Agent shall be
null and void ab initio);


 


(d) in addition to any sales commitments
arising hereunder, the Exporter shall cooperate with the Importer in dealing
promptly and fairly with complaints concerning the


 


P-12

















 


quality of the Products, including taking such
action to resolve justified complaints as may be reasonably requested by the
Importer; and


 


(e) not enter into any amendment or
modification of, or grant any waiver under, this Agreement and all agreements,
documents and instruments executed in connection herewith to the extent any
such amendment, modification or waiver is adverse to the Importer and/or the
Administrative Agent.


 


SECTION 4.2 ROF Registration. Within
fifteen (15) days after the Closing Date, the Exporter shall deliver to the
Administrative Agent (for further distribution to the Lenders) a copy of all
Restated ROFs, evidencing that all such Restated ROFs, when taken together (on
a consolidated basis or otherwise), conform with all the terms and conditions
of the Importer Loans set forth in this Agreement. The Exporter further
covenants and agrees that, prior to the execution hereof, the Exporter shall
make all necessary filings and applications with the Central Bank to obtain the
New ROFs.


 


ARTICLE V


 


TERM AND TERMINATION


 


SECTION 5.1 Term. This Agreement shall
commence on the date of its execution and shall continue until the Sale
Termination Date.


 


ARTICLE VI


 


EVENTS OF DEFAULT


 


SECTION 6.1 Each of the following events is
herein called an “Event of Default”:


 


(a) (i) any payment of any principal on
the Importer Loans or the Notes shall not be paid in full when due or (ii) the
Exporter shall fail to pay in full for five (5) Business Days or more any
interest payable hereunder;


 


(b) failure by the Exporter to deliver
Products pursuant to Section 2.2 above; provided
that such failure shall not have been cured by the Exporter within
five (5) Business Days after receiving notice thereof from the Importer or
the Administrative Agent;


 


(c) any representation, warranty or
certification made or deemed made herein by the Exporter shall prove to have
been inaccurate in any material respect as of the time made or deemed made or
the Exporter shall fail to perform or observe any term or condition or
provision of this Agreement for a period of 30 days or more after receiving
notice thereof from the Importer or the Administrative Agent;


 


(d) the Exporter shall fail to pay any debt
when due or, as the case may be, within the grace period, if any, provided in
the instrument or agreement under which such debt was created, provided that the amount of any instrument
evidencing such debt individually or in the aggregate, equals at least
U.S.$25,000,000 or more (or its equivalent);


 


P-13
















 


(e)        the
Exporter shall admit in writing its inability to, or be generally unable to,
pay its debts as such debts become due;


 


(f)        Exporter
files a petition seeking to take advantage of any Applicable Law relating to
bankruptcy, insolvency, reorganization, recuperação
judicial, recuperação extrajudicial, liquidation, falência, dissolution, arrangement or
winding up or composition or readjustment of debts; or


 


(g)       the
occurrence of any Event of Default in accordance with Section 9 of the
Credit Agreement that materially adversely affects this Agreement.


 


SECTION 6.2 Remedies. Upon the
occurrence of any Event of Default, the Importer is hereby irrevocably
authorized at any time, without any further notice to the Exporter, to set off
and request payment in cash for any principal amount then outstanding of, and
the accrued interest on, the Importer Loans and apply the proceeds thus
received against any and all obligations of the Exporter owed to the Importer
now and hereafter existing.


 


ARTICLE VII


 


TAXES


 


SECTION 7.1 Payments Free and Clear.
All the amounts payable under this Agreement shall be paid to the Importer or
any designee thereof without any discounts or retentions, free from any cost,
expense, fee, tax and/or other charges. If any cost, expense, fee, tax and/or
other charge is levied on the payments to be made by the Exporter, the Exporter
shall make the additional payment required so that, after such costs, expenses,
fees, taxes and/or other charges are paid, the Importer or any designee thereof
shall receive such amounts as if such costs, expenses, fees, taxes and/or other
charges had not been levied.


 


SECTION 7.2 Indemnification. In case
the Exporter shall fail to perform its obligations provided in this Section,
the Exporter shall indemnify the Importer or whom it may designate against any
taxes, interests or penalties that may be collected as a result of such
failure.


 


ARTICLE VIII


 


MISCELLANEOUS


 


SECTION 8.1 Waiver. No failure on the
part of the Importer or the Administrative Agent to exercise and no delay in
exercising, and no course of dealing with respect to, any right, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The remedies provided herein are cumulative
and not exclusive of any other remedies provided by Applicable Law.


 


SECTION 8.2 Notices. All notices,
requests, instructions, directions and other communications provided for herein
(including any modifications of, or waivers, requests or


 


P-14

















 


consents under, this Agreement) shall be given or
made in writing (including by facsimile) delivered to the intended recipient as
follows:


 


If to the Exporter:


 


Aracruz Celulose S.A.


Attn: Chief Financial Officer, with a copy to
General Counsel


Av. Brigadeiro Faria Lima, no 2277, 4o andar


Jardim Paulistano


01452-000 — São Paulo — SP


Brazil


Facsimile No.: + 55 11 3301 4202


Telephone No.: + 55 11 3301 4111


 


If to the Importer:


 


Aracruz Trading International Ltd.


Attn: Managing Directors, with a copy to General
Counsel


2161 Csomád, Akácos út 10-11, Hungary


Facsimile No.: +36 28 566 575


Telephone No.: +36 28 566 576


 


With a copy to the Exporter


 


If to the Administrative Agent:


 


Deutsche Bank Trust Company Americas


Trust & Securities Services


60 Wall Street


Mailstop: NYC60-2710


New York, NY 10005


Attention: Project Finance Team Deal Manager -
Aracruz


Facsimile No.: + 1 732-578-4636


 


Except as otherwise provided in this Agreement, all
such communications shall be deemed to have been duly given when personally
delivered or, in the case of a facsimile, electronic communication or mailed
notice, upon receipt, in each case given or addressed as aforesaid.


 


Any party hereto may change its address or
facsimile number for notices and other communications hereunder by notice to
the other parties hereto.


 


Any agreement herein of the Importer or the Administrative
Agent to receive certain notices by telephone, facsimile or other unsigned
method is solely for the convenience and at the request of the Exporter. The
Importer and the Administrative Agent shall (absent gross negligence or bad
faith) be entitled to rely upon the authority of any Person purporting to be
authorized by the Exporter to give any such notice and the Importer and the
Administrative


 


P-15

















 


Agent shall not have any liability to the Exporter
or any other Person on account of any action taken or not taken by the Importer
and the Administrative Agent in reliance upon any such notice.


 


SECTION 8.3 Expenses. Each of the
Exporter and the Importer shall bear its own expenses with respect to the transactions
contemplated hereby. The Exporter shall pay all sales, use, stamp, duty,
transfer, service, recording, real estate and other taxes, fees or similar
charges, if any, imposed by any Governmental Authority in connection with any
Export hereunder.


 


SECTION 8.4 Amendments, Etc. All
modifications, consents, amendments or waivers of any provision of this
Agreement shall be effective only if the same shall be approved in writing by
the parties hereto and then shall be effective only in the specific instance
and for the specific purpose for which given.


 


SECTION 8.5 Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, except that the
Exporter may not assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of the Administrative Agent (any
attempt to do so being null and void ab
initio).


 


SECTION 8.6 Captions. The captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.


 


SECTION 8.7 Counterparts. This
Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one (1) and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart. A copy of
this Agreement signed by all the parties hereto shall be retained by the
Administrative Agent.


 


SECTION 8.8 Governing Law. This
Agreement shall be governed and interpreted in accordance with the laws of the
Federative Republic of Brazil. The parties hereof irrevocably and irretrievably
agree to submit to the competent courts in the city of São Paulo, in the state
of São Paulo, Brazil, any demand or controversies resulting from this Agreement
with express waiver to any other court, no matter how privileged it may be.


 


SECTION 8.9 Power of Attorney. In
accordance with the provisions of articles No. 653 and No. 684 of the
Brazilian Civil Code and as a means to perform the acts mentioned below, the
Importer hereby irrevocably appoints and constitutes the Exporter (for purposes
of this Section 8.9, the “Grantee”) with an office on the date
hereof at Rodovia Aracruz/Barra do Riacho, Km 25, s/n°, in city of Aracruz,
State of Espírito Santo, Brazil, as its true and lawful attorney-in-fact in
order to act in its name, place and stead, in connection with the following
acts: (i) to accept, in compliance with article No. 215 of Brazilian
Code of Civil Procedure, on its behalf service of copies of the summons and
complaint and any other process that may be served in any such suit, action or
proceeding brought in Brazil, (ii) to represent the Importer in Brazil
before third parties in general, including, but not limited to, any
Governmental Authority and (iii) to represent the Importer or to take any
action with respect to matters involving collection suits in Brazil in general,
and agrees that the failure of the Grantee to give any notice of any such


 


P-16

















 


service of process to it shall not impair or affect
the validity of such service or, to the extent permitted by Applicable Law, the
enforcement of any judgment based thereon. Such appointment shall be
irrevocable until the Sale Termination Date, except that if for any reason the
Grantee appointed hereby ceases to be able to act as such, then the Importer
shall, by an instrument reasonably satisfactory to the Administrative Agent,
appoint another Person in [·],
Brazil, as such Grantee subject to the approval (which approval shall not be
unreasonably withheld) of the Administrative Agent. The Importer covenants and
agrees that it shall take any and all reasonable action, including the
execution and filing of any and all documents, that may be necessary to
continue the designation of an attorney-in-fact pursuant to this paragraph in
full force and effect and to cause such attorney-in-fact to act as such.


 


SECTION 8.10 Waiver of Immunity. To the
extent that the Exporter or the Importer may be or becomes entitled to claim
for itself or its Property any immunity on the ground of sovereignty or the
like from suit, court jurisdiction, attachment before judgment, attachment in
aid of execution of a judgment or execution of a judgment, and to the extent
that in any such jurisdiction there may be attributed such an immunity (whether
or not claimed), it hereby irrevocably agrees not to claim and hereby
irrevocably waives such immunity with respect to its obligations under this
Agreement.


 


SECTION 8.11 Use of English Language.
This Agreement has been negotiated and executed in the English language. Except
as specified otherwise herein all certificates, reports, notices and other
documents and communications given or delivered pursuant to this Agreement
(including any modifications or supplements hereto or thereto) shall be in the
English language, or accompanied by an English translation thereof.


 


SECTION 8.12 Entire Agreement. This
Agreement constitutes the entire agreement among the parties with respect to
the subject matter hereof and thereof and supersedes all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof.


 


SECTION 8.13 Severability. The
illegality or unenforceability in any jurisdiction of any provision hereof or
of any document required hereunder shall not in any way affect or impair the
legality or enforceability of the remaining provisions of this Agreement or
such other document in such jurisdiction or such provision in any other
jurisdiction.


 


SECTION 8.14 Specific Performance. This
Agreement constitutes an extrajudicial execution instrument (título
executivo extrajudicial)  in
accordance with the provisions of Item II of article No. 585 of the
Brazilian Code of Civil Procedure.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 


P-17

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Export Finance Agreement to be duly executed and delivered as of the day
and year first above written.


 


	
   

  	
  ARACRUZ CELULOSE S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARACRUZ TRADING LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page to
Export Finance Agreement


 

















 


	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as the
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnesses

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  
	
  ID:

  	
   

  	
   

  	
  ID:

  



 


Signature Page to
Export Finance Agreement


 

















 


SCHEDULE 1


to Export Finance Agreement


 


AMORTIZATION SCHEDULE


 


	
  Principal Repayment Date

  	
   

  	
  No. of Repayments

  	
   

  	
  Amount of Principal to be Repaid

  
	
  June 30, 2009

  	
   

  	
  1

  	
   

  	
   

  
	
  December 31, 2009

  	
   

  	
  2

  	
   

  	
   

  
	
  March 31, 2010

  	
   

  	
  3

  	
   

  	
   

  
	
  June 30, 2010

  	
   

  	
  4

  	
   

  	
   

  
	
  September 30, 2010

  	
   

  	
  5

  	
   

  	
   

  
	
  December 31, 2010

  	
   

  	
  6

  	
   

  	
   

  
	
  March 31, 2011

  	
   

  	
  7

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  8

  	
   

  	
   

  
	
  September 30, 2011

  	
   

  	
  9

  	
   

  	
   

  
	
  December 31, 2011

  	
   

  	
  10

  	
   

  	
   

  
	
  March 31, 2012

  	
   

  	
  11

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  12

  	
   

  	
   

  
	
  September 30, 2012

  	
   

  	
  13

  	
   

  	
   

  
	
  December 31, 2012

  	
   

  	
  14

  	
   

  	
   

  
	
  March 31, 2013

  	
   

  	
  15

  	
   

  	
   

  
	
  June 30, 2013

  	
   

  	
  16

  	
   

  	
   

  
	
  September 30, 2013

  	
   

  	
  17

  	
   

  	
   

  
	
  December 31, 2013

  	
   

  	
  18

  	
   

  	
   

  
	
  March 31, 2014

  	
   

  	
  19

  	
   

  	
   

  
	
  June 30, 2014

  	
   

  	
  20

  	
   

  	
   

  
	
  September 30, 2014

  	
   

  	
  21

  	
   

  	
   

  
	
  December 31, 2014

  	
   

  	
  22

  	
   

  	
   

  
	
  March 31, 2015

  	
   

  	
  23

  	
   

  	
   

  
	
  June 30, 2015

  	
   

  	
  24

  	
   

  	
   

  
	
  September 30, 2015

  	
   

  	
  25

  	
   

  	
   

  
	
  December 31, 2015

  	
   

  	
  26

  	
   

  	
   

  
	
  March 31, 2016

  	
   

  	
  27

  	
   

  	
   

  
	
  June 30, 2016

  	
   

  	
  28

  	
   

  	
   

  
	
  September 30, 2016

  	
   

  	
  29

  	
   

  	
   

  
	
  December 31, 2016

  	
   

  	
  30

  	
   

  	
   

  
	
  March 31, 2017

  	
   

  	
  31

  	
   

  	
   

  
	
  June 30, 2017

  	
   

  	
  32

  	
   

  	
   

  
	
  September 30, 2017

  	
   

  	
  33

  	
   

  	
   

  
	
  December 31, 2017

  	
   

  	
  34

  	
   

  	
   

  



 

















 


SCHEDULE 2


 


ELIGIBLE OFFTAKERS


 


[REFER TO SCHEDULE 2 TO EXPORT PREPAYMENT
FACILITY AGREEMENT AND SECURED LOAN]


 

















 


SCHEDULE 3


to Export Finance Agreement


 


LENDER BILATERAL DEBT


 


	
  Agreement

  	
   

  	
  Creditor

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  ABN Amro Bank N.V.

  	
   

  	
  U.S.$

  	
  160,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  Banco Bilbao Vizcaya Argentaria, S.A.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  Calyon, New York Branch

  	
   

  	
  U.S.$

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  Banco Santander S.A.

  	
   

  	
  U.S.$

  	
  150,000,000

  	
   

  



 






(1) 10% of the outstanding principal amount
(U.S.$5,000,000) will be prepaid.


 

















 


SCHEDULE 4


to Export Finance Agreement


 


INTERCOMPANY OBLIGATIONS


 


(Existing Export Prepayment Agreements between Aracruz
Trading International Ltd. (as
Lender) and Aracruz Celulose S.A.
(as Borrower)


 


	
  ROF N°

  	
   

  	
  Principal Amounts

  (in U.S.$)

  	
   

  	
  Disbursement Date

  	
   

  	
  Final Maturity Date

  	
   

  
	
  TA397641

  	
   

  	
  20,000,000

  	
   

  	
  September 27, 2006

  	
   

  	
  September 28, 2012

  	
   

  
	
  TA397645

  	
   

  	
  20,000,000

  	
   

  	
  September 27, 2006

  	
   

  	
  September 28, 2012

  	
   

  
	
  TA397646

  	
   

  	
  10,000,000

  	
   

  	
  September 27, 2006

  	
   

  	
  September 28, 2012

  	
   

  
	
  TA402678

  	
   

  	
  10,000,000

  	
   

  	
  November 10, 2006

  	
   

  	
  April 23, 2010

  	
   

  
	
  TA421348

  	
   

  	
  50,000,000

  	
   

  	
  August 6, 2007

  	
   

  	
  August 6, 2016

  	
   

  
	
  TA427586

  	
   

  	
  13,000,000

  	
   

  	
  May 3, 2007

  	
   

  	
  May 3, 2015

  	
   

  
	
  TA427596

  	
   

  	
  7,000,000

  	
   

  	
  May 10, 2007

  	
   

  	
  May 10, 2015

  	
   

  
	
  TA423914

  	
   

  	
  5,000,000

  	
   

  	
  May 31, 2007

  	
   

  	
  November 30, 2016

  	
   

  
	
  TA423915

  	
   

  	
  15,000,000

  	
   

  	
  May 31, 2007

  	
   

  	
  November 30, 2016

  	
   

  
	
  TA423916

  	
   

  	
  15,000,000

  	
   

  	
  May 31, 2007

  	
   

  	
  May 31, 2016

  	
   

  
	
  TA423892

  	
   

  	
  10,000,000

  	
   

  	
  May 31, 2007

  	
   

  	
  May 31, 2016

  	
   

  
	
  TA423882

  	
   

  	
  25,000,000

  	
   

  	
  May 30, 2007

  	
   

  	
  November 30, 2016

  	
   

  
	
  TA425325

  	
   

  	
  10,000,000

  	
   

  	
  June 18, 2007

  	
   

  	
  June 18, 2017

  	
   

  
	
  TA425333

  	
   

  	
  20,000,000

  	
   

  	
  June 18, 2007

  	
   

  	
  June 18, 2017

  	
   

  
	
  TA486183

  	
   

  	
  30,000,000

  	
   

  	
  June 25, 2008

  	
   

  	
  June 25, 2014

  	
   

  
	
  TA427064

  	
   

  	
  50,000,000

  	
   

  	
  June 29, 2007

  	
   

  	
  June 29, 2017

  	
   

  
	
  TA429175

  	
   

  	
  50,000,000

  	
   

  	
  August 14, 2007

  	
   

  	
  August 14, 2017

  	
   

  
	
  TA432010

  	
   

  	
  50,000,000

  	
   

  	
  September 27, 2007

  	
   

  	
  September 6, 2011

  	
   

  
	
  TA436423

  	
   

  	
  50,000,000

  	
   

  	
  November 7, 2007

  	
   

  	
  October 17, 2011

  	
   

  
	
  TA447085

  	
   

  	
  25,000,000

  	
   

  	
  December 31, 2007

  	
   

  	
  December 28, 2015

  	
   

  
	
  TA447108

  	
   

  	
  25,000,000

  	
   

  	
  December 31, 2007

  	
   

  	
  March 9, 2012

  	
   

  
	
  TA432753

  	
   

  	
  88,416,666.73

  	
   

  	
  June 20, 2007

  	
   

  	
  June 20, 2010

  	
   

  
	
  TA443507

  	
   

  	
  50,000,000

  	
   

  	
  February 11, 2008

  	
   

  	
  January 21, 2012

  	
   

  
	
  TA450939

  	
   

  	
  50,000,000

  	
   

  	
  April 17, 2008

  	
   

  	
  March 26, 2012

  	
   

  
	
  TA461399

  	
   

  	
  50,000,000

  	
   

  	
  May 15, 2008

  	
   

  	
  May 13, 2012

  	
   

  
	
  TA465538

  	
   

  	
  50,000,000

  	
   

  	
  July 2, 2008

  	
   

  	
  July 7, 2013

  	
   

  
	
  TA467883

  	
   

  	
  50,000,000

  	
   

  	
  July 28, 2008

  	
   

  	
  July 30, 2015

  	
   

  
	
  TA470250

  	
   

  	
  50,000,000

  	
   

  	
  August 19, 2008

  	
   

  	
  August 19, 2016

  	
   

  
	
  TA472240

  	
   

  	
  50,000,000

  	
   

  	
  September 3, 2008

  	
   

  	
  September 4, 2017

  	
   

  
	
  TA474749

  	
   

  	
  50,000,000

  	
   

  	
  September 9, 2008

  	
   

  	
  September 9, 2017

  	
   

  
	
  TA475768

  	
   

  	
  50,000,000

  	
   

  	
  October 24, 2008

  	
   

  	
  October 24, 2017

  	
   

  
	
  TA481181

  	
   

  	
  19,798,531.12

  	
   

  	
  November 18, 2008

  	
   

  	
  November 17, 2017

  	
   

  



 
















 


EXHIBIT A


 


FORM OF PROMISSORY NOTE (BRAZILIAN LAW)


 


Promissory Note


 


ARACRUZ CELULOSE S.A., a company duly organized and
existing under the laws of Brazil, with its principal place of business at
Rodovia Aracruz/Barra do Riacho, Km 25, s/n°, in city of Aracruz, State of
Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 42.157.511/0001-61 (the “Issuer”), herein represented by
its legal representatives, hereby unconditionally promises to pay, at sight,
upon presentation of this Note to, or to the order of, ARACRUZ TRADING
INTERNATIONAL LTD. (“Aracruz Trading”), a company duly organized and
existing under the laws of the Republic of Hungary, having its principal place
of business at 2161 Csomád, Akácos út 10-11, Hungary, enrolled with the Court
of Registration under No. 13-19-107520, the amount of U.S.$[·](3) ([·]
U.S. Dollars).


 


Payment under this Note shall be made by the Issuer
in Brazil based on the exchange rate (sale) for U.S. Dollars published by the
Central Bank of Brazil on screen PTAX 800, option 5, of its data system (Sisbacen,
or any successor screen), one business day prior to the date
payment is to be made.


 


This Note is issued pursuant to a certain Export
Finance Agreement dated May 13, 2009 (including all annexes, exhibits and
schedules thereto, and as from time to time amended, restated, supplemented or
otherwise modified), among the Issuer, Aracruz Trading, the Collateral Agent,
the Brazilian Collateral Agent and Deutsche Bank Trust Company Americas, as
Administrative Agent.


 


This Note may be presented for payment at any time
until [·].


 


[place of issuance], [date].


 


	
  ARACRUZ CELULOSE S.A. (Issuer)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 






(3) Note: The
Note issued at Closing should reflect the principal amount and the interest
expected to accrue during the first Interest Period.


 

















 


EXHIBIT Q

to Export Prepayment Facility Agreement and Secured Loan


 


FORM OF ARACRUZ CELULOSE INSTRUCTION
LETTER


 


	
   

  	
  [place and date]

  



[FUNDING LENDER / FUNDING LENDER’S DESIGNEE]

[Full Address]


 


With copy to:


 


[ADMINISTRATIVE AGENT]

[Full Address]


 


Ladies and Gentlemen:


 


Reference is made to the Export Prepayment Facility
Agreement and Secured Loan (the “Agreement”) dated as of May 13,
2009, by and among Aracruz Trading International Ltd., as Borrower, Aracruz
Celulose S.A. (“Aracruz Celulose”), Alícia Papéis S.A. and Aracruz
Celulose (USA) Inc., as Guarantors, the Lenders party thereto, Deutsche Bank
Trust Company Americas, as Administrative Agent, The Bank of New York Mellon,
as U.S. Collateral Agent and BNY Mellon Serviços Financeiros Distribuidora de
Títulos e Valores Mobiliários S.A., as Brazil Collateral Agent. All capitalized
terms used but not defined herein shall have the meanings given to such terms
in the Credit Agreement.


 


This letter is the “Aracruz Celulose Instruction
Letter” contemplated by the Agreement, and we hereby authorize and
irrevocably instruct you to:


 


(i)                       convert into Reais the
proceeds credited to account No. [·] held by Aracruz
Celulose at [Brazilian Affiliate of such Funding Lender or another
Brazilian bank authorized to operate in the foreign exchange market designated
in writing by such Funding Lender prior to the disbursement in its sole
discretion]  (the
“Receiving Bank”), as per the Aracruz Trading Payment Order, pursuant to
a Foreign Exchange Contract to be entered into between Aracruz Celulose and the
Receiving Bank, in the total amount of US$ [·],
based on the FX Rate, as defined below, and to the making of debits and credits
to account No. [·] held by Aracruz
Celulose with the Receiving Bank as necessary to perform the conversion of
proceeds described in this clause (i) and, immediately thereafter


 


(ii)                    apply the net proceeds in Reais resulting
from the conversion made pursuant to item (i) above for the payment of the
Real-Denominated Obligations owed by Aracruz Celulose to [Brazilian
Affiliate of Funding Lender], it
being understood that for such purpose the Receiving Bank shall be authorized
to debit and withdraw the relevant proceeds from the account No. [·]
held by Aracruz Celulose


 

















 


“FX Rate” means, as of any date of
determination, the Real/U.S. Dollar
offered rate for U.S. Dollars at the close of business on such date of
determination, expressed as the amount of Reais
per one U.S. Dollar, for settlement in two (2) Business Days,
reported by the Central Bank on SISBACEN Data System under transaction code
PTAX-800 (“Consulta de Câmbio” or Exchange Rate Inquiry), Option 5 (“Cotações
para Contabilidade” or Rates for Accounting Purposes), bid rate minus a spread
to be agreed between Aracruz Celulose and each Funding Lender in the relevant
Foreign Exchange Contract.


 


The instructions contained herein are irrevocable
and unconditional for all legal purposes, and shall be deemed to be in the
interest of [Funding Lender]  [if applicable: and
[the
Brazilian Affiliate of the Funding Lenders]], therefore enjoying the benefits
set out in article 684 of the Brazilian Civil Code.


 


Please confirm your acceptance of the foregoing
instructions and orders by returning to us a copy of this letter duly signed by
your authorized representatives.


 


	
  Yours faithfully,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARACRUZ CELULOSE S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 
















 


EXHIBIT R


to Export Prepayment Facility Agreement and
Secured Loan


 


FORM OF ARACRUZ TRADING PAYMENT ORDER


 


[place and date]


 


[FUNDING
LENDER/FUNDING LENDER’S DESIGNEE]

[Full Address]


 


With
copy to:


 


[ADMINISTRATIVE
AGENT]

[Full Address]


 


Ladies
and Gentlemen:


 


Reference
is made to the Export Prepayment Facility Agreement and Secured Loan (the “Agreement”))
dated as of May 13, 2009, by and among Aracruz Trading International Ltd.,
as Borrower, Aracruz Celulose S.A. (“Aracruz Celulose”), Alícia Papéis
S.A. and Aracruz Celulose (USA) Inc., as Guarantors, the Lenders party thereto,
Deutsche Bank Trust Company Americas, as Administrative Agent, The Bank of New
York Mellon, as U.S. Collateral Agent and BNY Mellon Serviços Financeiros
Distribuidora de Títulos e Valores Mobiliários S.A., as Brazil Collateral
Agent. All capitalized terms used but not defined herein shall have the
meanings given to such terms in the Credit Agreement.


 


This
letter is the “Aracruz Trading Payment Order” contemplated by the
Agreement, and we hereby authorize and irrevocably instruct you to transfer on
our behalf all proceeds of the Loan of the [Funding Lender]  under the Agreement, in the
principal net amount of US$[·], from account
No. [·] at your institution to
account No. [·] held by Aracruz
Celulose at [Brazilian Affiliate of such Funding Lender or another
Brazilian bank authorized to operate in the foreign exchange market designated
in writing by such Funding Lender prior to the disbursement in its sole
discretion]  (the
“Receiving Bank”), for further credit to Aracruz Celulose.


 


The
instructions contained herein are irrevocable and unconditional for all legal
purposes, and shall be deemed to be in the interest of the [Funding
Lender]  [If applicable: and the [Brazilian
Affiliate of the Funding Lender]],
therefore enjoying the benefits set out in article 684 of the
Brazilian Civil Code.


 


Please
confirm your acceptance of the foregoing instructions and orders by returning
to us a copy of this letter duly signed by your authorized representatives.


 

















 


Yours
faithfully,


 


ARACRUZ
TRADING INTERNATIONAL LTD.


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


Signature Page to
Aracruz Trading

Payment Order


 

















 


EXHIBIT S

to Export Prepayment Facility Agreement and Secured Loan


 


FORM OF JOINDER FOR GUARANTORS


 


THIS JOINDER dated as of [·](1), (this “Joinder”)
is executed and delivered by [Name of Acceding Material Subsidiary], a [partnership][limited liability
company][corporation] organized and existing under the laws of [·](2) (the “Additional Guarantor”). By
execution and delivery of this Joinder to the [Administrative Agent (as defined
below)], the Additional Guarantor hereby represents, warrants, covenants and
agrees as follows:


 


1.         The Additional
Guarantor is a Material Subsidiary as defined by reference to the Export
Prepayment Facility Agreement and Secured Loan (as amended, restated or
otherwise modified from time to time, the “Credit Agreement”) dated as
of May 13, 2009, among Aracruz Trading International Ltd., as the
Borrower, Aracruz Celulose S.A., Alicia Papéis S.A., Aracruz Celulose (USA)
Inc. and each other Person that becomes an Additional Guarantor thereunder, as
the “Guarantors” thereunder, the Lenders signatories thereto and each other
Person that becomes a “Lender” thereunder, Deutsche Bank Trust Company
Americas, as the Administrative Agent, The Bank of New York Mellon, as the U.S.
Collateral Agent, and BNY Mellon Serviços Financeiros Distribuidora de Títulos
e Valores Mobiliários S.A., as the Brazil Collateral Agent.


 


2.         By execution and
delivery of this Joinder, the Additional Guarantor will become a party to the
Credit Agreement pursuant to Section 8.25 thereunder and to the other Loan
Documents (as defined in the Credit Agreement), and will be legally bound
thereby. The Additional Guarantor hereby (a) makes (with respect to
itself) the representations and warranties in Section 7.1 and Sections 7.3
to 7.5 of the Credit Agreement, which are true and correct in all material
respects on and as of the date hereof with the same effect as though made on
and as of the date hereof, and (b) agrees that it will be subject to each
of the covenants and agreements of a “Guarantor” (as defined in the Credit
Agreement) under the Credit Agreement.


 


3.         This Joinder shall be
deemed to be a part of the Credit Agreement and together with the Credit
Agreement shall form a single agreement among the parties (including, without
limitation, the Additional Guarantor) to the Credit Agreement.


 


4.         The address of the
Additional Guarantor (to which all communications and notices to the Additional
Guarantor are to be sent in accordance with Section 12.3 of the Credit
Agreement) is:


 


[Name of
Acceding Material Subsidiary]


[Address]


Facsimile No.: [·]


 






(1) Insert
date when a Subsidiary becomes a Material Subsidiary in accordance with Section 8.25
of the Credit Agreement.


(2) Insert
place of incorporation of the Acceding Material Subsidiary.


 

















 


Attention: [·]


 


5.         This Joinder and the
rights and obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any conflict of laws principles that would require the application of
the laws of another jurisdiction.


 


6.         The Additional
Guarantor hereby confirms that it has appointed the Process Agent as its agent
and true and lawful attorney-in-fact in accordance with Section 12.13(b) of
the Credit Agreement.


 


IN
WITNESS WHEREOF, the Additional Guarantor has caused its duly authorized
officer to duly execute and deliver this Joinder as of the date first above
written.


 


 


	
   

  	
   

  	
  [NAME
  OF ACCEDING MATERIAL SUBSIDIARY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JOINDER FOR GUARANTORS 

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED BY:

  	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


S-2

















 


EXHIBIT T

to Export Prepayment Facility Agreement and Secured Loan


 


FORM OF SUCCESSOR ENTITY JOINDER


 


THIS JOINDER dated as of
                          (this
“Joinder”), is executed and delivered by [Name of Acceding Successor Entity], a [partnership] [limited
liability company] [corporation] organized and existing under the laws of
                          (the
“Successor Entity”). By execution and delivery of this Joinder to the
Administrative Agent (as defined below), the Successor Entity hereby
represents, warrants, covenants and agrees as follows:


 


1.         The Successor Entity is
a “Successor Entity” as defined in Section 8.12(a) of the Export Prepayment
Facility Agreement and Secured Loan (as amended, restated or otherwise modified
from time to time, the “Credit Agreement”) dated as of May 13,
2009, among Aracruz Trading International Ltd., as the Borrower, Aracruz
Celulose S.A., Alicia Papéis S.A., Aracruz Celulose (USA) Inc. and each other
Person that becomes an Additional Guarantor thereunder, as the “Guarantors”
thereunder, the Lenders signatories thereto and each other Person that becomes
a “Lender” thereunder, Deutsche Bank Trust Company Americas, as the
Administrative Agent thereunder, The Bank of New York Mellon, as the U.S.
Collateral Agent, and BNY Mellon Serviços Financeiros Distribuidora de Títulos
e Valores Mobiliários S.A., as the Brazil Collateral Agent.


 


2.         By execution and
delivery of this Joinder, the Successor Entity will become a party to the
Credit Agreement pursuant to Section 8.12 thereunder and to the other Loan
Documents (as defined in the Credit Agreement) to which [ENTITY TO WHICH THE
SUCCESSOR ENTITY IS SUCCEEDING] is a party and will be legally bound thereby.
The Successor Entity hereby (a) makes (with respect to itself) each of the
representations and warranties in Section 7.1 and Sections 7.3 to 7.5 of
the Credit Agreement, which are true and correct in all material respects on
and as of the date hereof with the same effect as though made on and as of the
date hereof, and (b) agrees that it will be subject to each of the
covenants and agreements of [ENTITY TO WHICH THE SUCCESSOR ENTITY IS
SUCCEEDING] under the Credit Agreement and the other Loan Documents to which
such person is a party.


 


3.         This Joinder shall be
deemed to be a part of the Credit Agreement and together with the Credit
Agreement shall form a single agreement among the parties (including, without
limitation, the Successor Entity) to the Credit Agreement.


 


4.         The address of the
Successor Entity (to which all communications and notices to the Successor
Entity are to be sent in accordance with Section 12.3 of the Credit
Agreement) is:


 


[Name of
Acceding Successor Entity]

[Address]

Facsimile No.: [·]

Attention: [·]


 

















 


5.         This Joinder and the
rights and obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any conflict of laws principles that would require the application of
the laws of another jurisdiction.


 


6.         The Successor Entity
hereby confirms that it has appointed the Process Agent as its agent and true
and lawful attorney-in-fact in accordance with Section 12.13(b) of
the Credit Agreement.


 


 


IN
WITNESS WHEREOF, the Successor Entity has caused its duly authorized officer to
duly execute and deliver this Joinder as of the date first above written.


 


 


	
   

  	
   

  	
  [NAME
  OF ACCEDING SUCCESSOR ENTITY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JOINDER
  FOR SUCESSOR ENTITY 

  	
   

  	
   

  
	
  ACKNOWLEDGED
  BY:

  	
   

  	
   

  
	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


T-2

















 


EXHIBIT U

to Export Prepayment Facility Agreement and Secured Loan


 


GUARANTY AGREEMENT


 


GUARANTY AGREEMENT, dated as of [·], 2009 (as it may be amended from time to time, this “Guaranty”),
among:


 


(a)        ARACRUZ CELULOSE S.A.,
a company duly organized and validly existing under the laws of Brazil,
headquartered at Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz,
State of Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register
(CNPJ) under No. 42.157.511/0001-61, herein represented by its legal
representatives in accordance with its by-laws (“Aracruz”); and


 


(b)       BNY MELLON SERVIÇOS
FINANCEIROS DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial
institution headquartered at Avenida Presidente Wilson, 231, 11th Floor, city
of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled with the General
Taxpayers’ Register (CNPJ) under No. 02.201.501/0001-61, herein
represented by its representatives in accordance with its by-laws, acting
herein in the capacity of collateral agent and representative (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”) of certain creditors (each such creditor being referred to as a “Lender”)
of Aracruz Trading International Ltd., a company duly organized and existing
under the laws of the Republic of Hungary, headquartered at 2161 Csomád, Akácos
út 10-11, Hungary, enrolled with the Court of Registration under No. 13-09-107520
(“Aracruz Trading”), under the Export Prepayment Facility Agreement and
Secured Loan (the “Credit Agreement”), dated as of May 13, 2009,
executed among Aracruz Trading, Aracruz, Alícia Papéis S.A., Aracruz Celulose
(USA), Inc. and the following Lenders: Banco Itaú BBA S.A. - Nassau
Branch, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Nassau Branch, located at [·] (“Itaú BBA”),
Banco Santander, S.A., a financial institution duly organized and validly
existing under the laws of Spain, headquartered at [·], in [·] (“Santander”),
Banco Santander, S.A., Grand Cayman Branch, a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“Santander Cayman”),
Barclays Bank plc, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Barclays”), BNP Paribas, a financial
institution duly organized and validly existing under the laws of [·], headquartered at [·], in [·] (“BNP”),
Calyon, a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·] (“Calyon”),
Citibank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“Citibank”), Deutsche Bank AG - London
Branch, a financial institution duly organized and validly existing under the
laws of Germany, headquartered at [·], in [·], acting through its London Branch, located at [·] (“DB”), Goldman Sachs Bank (Europe) Plc, a
financial institution duly organized and validly existing under the


 

















 


laws
of [·], headquartered at [·], in [·] (“GS”),
HSBC Bank Brasil S.A. - Banco Múltiplo, a financial institution duly organized
and validly existing under the laws of [·], headquartered
at [·], in [·], acting through its Grand Cayman Branch, located
at [·] (“HSBC”), JP Morgan
Chase Bank, N.A., a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“JP Morgan”), Merrill Lynch Credit
Products, LLC, a financial institution duly organized and validly existing
under the laws of [·],
headquartered at [·], in [·] (“ML”), Banco Bilbao Viscaya Argentaria
S.A., a financial institution duly organized and validly existing under the
laws of [·], headquartered at [·], in [·], acting
through its Grand Cayman Branch, located at [·] (“BBVA”), ING Bank N.V., a financial institution duly
organized and validly existing under the laws of [·], headquartered at [·], in [·], acting through its Curaçao Branch, located at [·] (“ING”), and Lehman Brothers Special
Financing Inc. - DIP a financial institution duly organized and validly
existing under the laws of [·],
headquartered at [·], in [·] (“Lehman”).


 


RECITALS


 


WHEREAS, pursuant to the Credit Agreement, the Lenders agreed to make
loans or extend credit in the form of loans (the “Loans”), as the case
may be, to Aracruz Trading (as borrower) in an aggregate principal amount of
U.S.$[·]; and


 


WHEREAS, in order to secure the prompt and punctual payment of all of
Aracruz Trading’s obligations under the Credit Agreement (such obligations
being hereinafter referred to as “Secured Obligations” are more fully
detailed below), Aracruz has agreed to render the guaranty provided for herein.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1         Certain
Defined Terms. (a) The terms used herein and initialized by capital
letters, except if otherwise provided for in this Guaranty, shall have the same
meaning ascribed to them in the Credit Agreement. All the terms defined in this
Guaranty shall have the same meaning whenever used in any other certificate or
document delivered or prepared in relation to this Guaranty, except if
otherwise provided for in such certificate or document.


 


(b)       All references to the
Collateral Agent contained in this Guaranty shall be construed as references to
the Collateral Agent, in its capacity as representative of the Lenders.


 


ARTICLE II

GUARANTY


 


Section 2.1         Guaranty.
Aracruz hereby unconditionally guarantees the punctual payment when due (either
in the original maturity date, in case of acceleration or in any


 


U-2

















 


other
date as provided in the Credit Agreement) of any and all Secured Obligations
(as described and defined in Section 3 below) of Aracruz Trading now or
hereafter existing and agrees to pay any and all expenses (including reasonable
counsel fees and expenses) incurred by the Collateral Agent in enforcing any
rights under this Guaranty, in the exclusive benefit of the Lenders. Upon the
failure by Aracruz Trading to pay any of the Secured Obligations when due, the
Collateral Agent may proceed directly and at once against Aracruz to collect
payment from Aracruz hereunder without first having to exhaust any remedies
against Aracruz Trading.


 


ARTICLE III

SECURED OBLIGATIONS


 


Section 3.1         Secured
Obligations. For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Aracruz hereby unconditionally
and irrevocably, jointly and severally, guarantees the full and punctual
payment of (i) all principal of all Loans outstanding under the Credit
Agreement, (ii) all interest (including any interest that accrues after
the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of Aracruz Trading (or would accrue
but for the operation of applicable bankruptcy or insolvency laws, whether or
not such interest is allowed or allowable as a claim in any such proceedings)
on such Loans and (iii) all other amounts now or hereafter payable by
Aracruz Trading pursuant to the Credit Agreement and any other agreement
related to it (collectively, the “Loan Documents”) when due (whether at
stated maturity, upon acceleration or otherwise), and performance of all
obligations (of any nature whatsoever) of Aracruz Trading under the Loan
Documents, as primary obligor and not merely as surety and with respect to all
such obligations howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to
become due. This is a guarantee of payment and not merely of collection. If
Aracruz Trading fails to pay any Secured Obligation punctually when due,
Aracruz agrees that it will forthwith on demand pay the amount not so paid at
the place and in the manner specified in this Guaranty.


 


ARTICLE IV

GUARANTY ABSOLUTE


 


Section 4.1         Guaranty
Absolute. Aracruz hereby unconditionally guarantees that the Secured
Obligations will be paid strictly in accordance with the terms set forth in the
Credit Agreement, regardless of any law, regulation or order now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the
Lenders with respect thereto. Aracruz hereby expressly waives the benefits set
forth in the following articles of Brazilian Law: articles 366, 821, 827, 829,
830, 834, 835, 837, 838 and 839 of the Brazilian Civil Code and articles 77 and
595 of the Brazilian Code of Civil Procedure. The liability of Aracruz under
this Guaranty shall be absolute and unconditional irrespective of:


 


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(a)        any lack of validity or
enforceability relating to the Loan Documents;


 


(b)       any change in the time,
manner or place of payment of, or in any other term of, all or any of the
Secured Obligations, or any other amendment or waiver of or any consent to
departure therefrom;


 


(c)        any exchange, release,
collateral, or any release or amendment or waiver of or consent to departure
from any other guaranty, for all or any of the Secured Obligations; or


 


(d)       any other circumstance
which might otherwise constitute a defense available to, or a discharge of,
Aracruz Trading in respect of the Secured Obligations or Aracruz in respect of
this Guaranty, and shall not be affected by any compromise, arrangement
(including bankruptcy) or any plan of reorganization affecting Aracruz Trading.


 


ARTICLE V

CONTINUING GUARANTY


 


Section 5.1         Continuing
Guaranty. This Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Secured Obligations
is rescinded or must otherwise be returned by the Collateral Agent upon the
insolvency, bankruptcy, reorganization, recuperação
judicial, recuperação extrajudicial, falência or similar event of
Aracruz Trading or otherwise, all as though such payment had not been made.


 


ARTICLE VI

REPRESENTATIONS AND WARRANTIES


 


Section 6.1         Representations
and Warranties. Aracruz hereby represents and warrants to the Collateral
Agent that on the date hereof and during the term of effectiveness of this
Guaranty, in relation to supervening facts and circumstances:


 


(a)        the guarantee herein
rendered shall be enforceable in accordance with its terms and conditions
against Aracruz, except as enforceability thereof may be limited by (i) applicable
the bankruptcy, insolvency, reorganization, recuperação judicial, recuperação
extrajudicial, liquidation, dissolution, arrangement or winding up or
composition or readjustment of debts, or other laws affecting the enforcement
of creditors’ rights generally, and (ii) the application of general
principles of equity (regardless of whether such enforceability is considered
in a proceeding at law or equity);


 


(b)       the execution and
performance of this Guaranty do not constitute any conflict, violation or
default under any material contractual obligation of Aracruz; and


 


(c)        it has the powers and
authorities required to (i) execute this Guaranty, and (ii) perform
the obligations herein provided for.


 


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ARTICLE VII

REGISTRATION


 


Section 7.1         Registration.
(a) Aracruz undertakes to provide to the Collateral Agent (i) no later than
seven (7) calendar days as from the execution hereof, evidence of filing for
registration of this Guaranty, together with its sworn translation into
Portuguese, with the competent Registry of Titles and Deeds (Registro
de Títulos e Documentos), and
(ii) no later than five (5) Business Days after the date on which such
registration is granted, evidence thereof.


 


(b)       All costs and expenses
incurred as a result of the registrations mentioned in this Section shall be
exclusively borne by the Aracruz.


 


ARTICLE VIII

SUBROGATION


 


Section 8.1         Subrogation.
Unless otherwise permitted under the Credit Agreement, Aracruz hereby
undertakes not to exercise any rights which it may acquire by way of
subrogation under this Guaranty, by any payment made hereunder or otherwise
until all the then outstanding Secured Obligations shall have been paid in
full. If any amount shall be paid to Aracruz on account of such subrogation
rights (and not otherwise permitted under the Credit Agreement) at any time
when all the then outstanding Secured Obligations shall not have been paid in
full, such amounts shall be held in trust for the benefit of the Collateral Agent
and shall forthwith be paid to the Collateral Agent to be credited and applied
to the Secured Obligations, subject to the terms of the Credit Agreement. If
(i) Aracruz shall make payment to the Collateral Agent, for the exclusive
benefit of the Lenders, of all or any part of the Secured Obligations and (ii)
all the Secured Obligations shall be paid in full, the Collateral Agent will,
at Aracruz reasonable request, execute and deliver to Aracruz appropriate
documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to Aracruz of any interest in the
Secured Obligations resulting from such payment by Aracruz.


 


ARTICLE IX

PAYMENTS FREE AND CLEAR OF TAXES, ETC.


 


Section 9.1         Payments
Free and Clear of Taxes, etc. (a) Any and all payments made by Aracruz
hereunder shall be in United States Dollars and made free and clear of and
without deduction for any present or future taxes, levies, imposts, deductions
of any Taxes, and duly grossed-up, as provided in the Credit Agreement.


 


(b)    In
addition, Aracruz agrees to pay any present or future stamp or documentary
taxes, or any other excise or property taxes, charges or similar levies which
may arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Guaranty (hereinafter
referred to as “Other Taxes”).


 


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(c)     Aracruz
will indemnify the Collateral Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by Collateral Agent
and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted. This indemnification shall be made within
30 days from the date the Collateral Agent makes written demand therefor.


 


(d)    If (i)
Aracruz shall make payment to the Collateral Agent of all or any part of the
Taxes or Other Taxes and (ii) all the Taxes or Other Taxes shall be paid in
full by Aracruz, the Collateral Agent will, at Aracruz reasonable request,
execute and deliver to Aracruz appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation
to Aracruz of any interest in the Taxes or Other Taxes resulting from such
payment by Aracruz.


 


ARTICLE X

JUDGMENT


 


Section 10.1       Judgment.
(a) If, for the purposes of obtaining a judgment in any competent
court, it is necessary to convert a sum due under any of the Loan Documents in
United States Dollars into another currency, the parties hereto agree, to the
fullest extent permitted by law, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Collateral Agent
could purchase United States Dollars with such other currency on the Business
Day preceding that on which final judgment is given.


 


(b)       The obligation of
Aracruz in respect of any sum due in United States Dollars from it to the
Collateral Agent hereunder shall be discharged only to the extent that on the
Business Day following receipt by the Collateral Agent of any sum adjudged to
be so due in such other currency the Collateral Agent may in accordance with
normal banking procedures purchase United States Dollars with such other
currency; if the United States Dollars so purchased are less than the sum
originally due to the Collateral Agent in United States Dollars, Aracruz
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Collateral Agent against such loss, and if the United States
Dollars so purchased exceed the sum originally due to the Collateral Agent in
United States Dollars, the Collateral Agent agrees to remit to Aracruz such
excess.


 


ARTICLE XI

MISCELLANEOUS


 


Section 11.1       Cumulative
Rights. The rights, powers and remedies of the Collateral Agent under this
Guaranty are cumulative and additional to the rights, powers and remedies
available to the Collateral Agent under the Credit Agreement, the law or in
equity and may be successively or concomitantly exercised, without prejudice to
any other right, power or remedy as a result of the exercise of any other
right, power or remedy.


 


Section 11.2       Other
Security Interests. The guarantee granted hereunder shall be in addition to
and irrespective of any other guarantee or security interest that the
Collateral


 


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Agent
or the Lenders (either jointly or individually) are beneficiaries, from time to
time, in relation to the Secured Obligations.


 


Section 11.3       Notices and
Communications. Any notice or communication required or permitted under
this Guaranty shall be made in writing and shall be deemed served and made if
sent by facsimile (with confirmation of receipt), personal delivery or mail
with evidence of receipt thereof (“AR”) to the address indicated in
writing by the party to which it shall be sent and shall be deemed effective on
the date of receipt thereof. Before accepting and complying with the terms of
any communication sent via fax, the party receiving such communication is
entitled (but not obliged) to contact the sender, via telephone or otherwise,
in order to confirm its authenticity. Unless the parties have received a notice
otherwise, such communications or notices shall be sent to the following
addresses:


 


If
to the Collateral Agent:


 


BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA
DE TÍTULOS E VALORES MOBILIÁRIOS S.A.


Av. Pres. Juscelino Kubitschek 1455, 6o andar


04543-011


São Paulo, SP


Brazil


Att: Sra. Soraya Lysenko


Telephone: (55 11) 3050-8370


Fax: (55 11) 3050-8002


E-mail: slysenko@bnymellon.com.br


 


If to Aracruz:


 


ARACRUZ CELULOSE S.A.


Att.: Diretoria


Av. Brigadeiro Faria Lima, 2277, 4o andar


CEP 01452-000


São Paulo, SP.


Att.:
[·]


Telephone:
(55 11) 3301 4202


Fax:
(55 11) 3301 4111


E-mail:
mgrodetzky@aracruz.com.br; jlb@aracruz.com.br


 


Section 11.4       Waivers and
Amendments. No amendment to any of the provisions of this Guaranty
(including any waiver or consent) shall be valid unless it is made in writing
and executed by all the parties hereof.


 


Section 11.5       Transfer,
Assignment under the Credit Agreement. In case any of the Lenders transfers
or assigns its credit right under the Credit Agreement, in whole or in part,
the assignee of such credit right shall execute and deliver to the Collateral
Agent a power


 


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of
attorney substantially in the form of Exhibit A hereof in order to reflect the
necessary amendments to this Guaranty and grant the Collateral Agent with the
necessary powers to act as collateral agent and representative of such assignee
under this Guaranty.


 


Section 11.6       Severability.
In case any provision of this Guaranty is deemed null, unlawful or
unenforceable under the applicable laws, such provision shall be deemed
excluded from this Guaranty and shall not affect any of the other provisions
herein. To replace any excluded provision, the parties shall negotiate a similar
provision reproducing their original intent, as permitted by the applicable
legislation.


 


Section 11.7       Entire
Agreement; Successors and Assigns. This Guaranty contains all the
understandings of the parties in relation to the subject-matters herein, and
shall be binding upon the parties and their respective successors and permitted
assigns, on any account.


 


Section 11.8       Governing
Law; Jurisdiction. This Guaranty shall be governed and interpreted in
accordance with the laws of the Federative Republic of Brazil. The parties
hereof irrevocably and irretrievably agree to submit to the competent courts of
the city of São Paulo, in the State of São Paulo, Brazil, any demand or
controversies resulting from this Guaranty with express waiver to any other
court, no matter how privileged it may be.


 


Section 11.9       Enforcement.
This Guaranty constitutes an extrajudicial execution instrument (título
executivo extrajudicial)  in
accordance with provisions of items II and III of article 585 of the Brazilian
Code of Civil Procedure.


 


Section 11.10     Effectiveness.
This Guaranty shall become effective on the date hereof and remain in full
force and effect until all Secured Obligations have been fully satisfied.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 


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IN WITNESS WHEREOF, the parties hereto have caused this Guaranty
Agreement to be duly executed and delivered as of the day and year first above
written.


 


	
   

  	
   

  	
  ARACRUZ
  CELULOSE S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnesses:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  	
   

  
	
  ID:

  	
   

  	
  ID:

  	
   

  



 

















 


	
   

  	
   

  	
  BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA
  DE TÍTULOS E VALORES MOBILIÁRIOS S.A., as the Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnesses:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ID:

  	
   

  	
  ID:

  	
   

  



 

















 


EXHIBIT A

to the Guaranty Agreement


 


FORM OF POWER OF ATTORNEY

(as per Section 11.5)


 


By this power of attorney, [ASSIGNEE],
a company duly organized and validly existing under the laws
of [·], headquartered at [·], in [·], herein
represented by its legal representatives in accordance with its by-laws (“Grantor”),
hereby appoints and constitutes BNY MELLON SERVIÇOS FINANCEIROS DISTRIBUIDORA
DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution headquartered at
Avenida Presidente Wilson, 231, 11th Floor, city of Rio de Janeiro, State of
Rio de Janeiro, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 02.201.501/0001-61 (together with any of its successor, the “Collateral
Agent”), as Grantor’s lawful attorney-in-fact, to the greatest extent
permitted by law, to act as Grantor’s collateral agent and representative under
the Guaranty Agreement dated as of [·], 2009,
executed among the Collateral Agent and Aracruz Celulose S.A., a company duly
organized and validly existing under the laws of Brazil, headquartered at
Rodovia Aracruz/Barra do Riacho, Km 25, s/no, city of Aracruz, State of
Espírito Santo, Brazil, enrolled with the General Taxpayers’ Register (CNPJ)
under No. 42.157.511/0001-61 (the “Guaranty”), in connection with a
certain Export Prepayment Facility Agreement and Secured Loan (the “Credit
Agreement”), dated as of May 13, 2009, and to take any and all applicable
measures and actions, of whatever nature, either required or convenient, in
relation to, and subject to the terms and conditions of, the Guaranty,
including, but not limited to, amend the Guaranty in connection with the
[transfer/assignment] of credit under the Credit Agreement as per the [name of
instrument], dated
as of [·], by means of which [name of
bank]  assigned
to Grantor [amount]  of
its credit right thereunder, and to execute any and all necessary documents
accordingly.


 


This power of attorney shall be valid, effective and remain in full
force until all Secured Obligations have been fully satisfied under the
Guaranty in accordance with the terms and conditions thereof.


 


Terms initialized by capital letters used herein but not herein defined
shall have the meaning ascribed to them in the Guaranty.


 


The Collateral Agent may delegate (substabelecer), in whole or in part, the powers
hereunder conferred upon it.


 


The duly authorized representatives of Grantor have executed this power
of attorney as of [·], 2009.


 


 




	
   

  	
   

  	
   

  
	
   

  	
  [ASSIGNEE]

  	
   

  






 

















 


SCHEDULE 1

to Export Prepayment Facility and Secured Loan


 


AMORTIZATION SCHEDULE


 


	
  Principal Repayment Date

  	
   

  	
  No. of Repayments

  	
   

  	
  Amount of Principal to be Repaid

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June
  30, 2009

  	
   

  	
   

  	
  1

  	
   

  	
   

  
	
  December
  31, 2009

  	
   

  	
   

  	
  2

  	
   

  	
   

  
	
  March
  31, 2010

  	
   

  	
   

  	
  3

  	
   

  	
   

  
	
  June
  30, 2010

  	
   

  	
   

  	
  4

  	
   

  	
   

  
	
  September
  30, 2010

  	
   

  	
   

  	
  5

  	
   

  	
   

  
	
  December
  31, 2010

  	
   

  	
   

  	
  6

  	
   

  	
   

  
	
  March
  31, 2011

  	
   

  	
   

  	
  7

  	
   

  	
   

  
	
  June
  30, 2011

  	
   

  	
   

  	
  8

  	
   

  	
   

  
	
  September
  30, 2011

  	
   

  	
   

  	
  9

  	
   

  	
   

  
	
  December
  31, 2011

  	
   

  	
   

  	
  10

  	
   

  	
   

  
	
  March
  31, 2012

  	
   

  	
   

  	
  11

  	
   

  	
   

  
	
  June
  30, 2012

  	
   

  	
   

  	
  12

  	
   

  	
   

  
	
  September
  30, 2012

  	
   

  	
   

  	
  13

  	
   

  	
   

  
	
  December
  31, 2012

  	
   

  	
   

  	
  14

  	
   

  	
   

  
	
  March
  31, 2013

  	
   

  	
   

  	
  15

  	
   

  	
   

  
	
  June
  30, 2013

  	
   

  	
   

  	
  16

  	
   

  	
   

  
	
  September
  30, 2013

  	
   

  	
   

  	
  17

  	
   

  	
   

  
	
  December
  31, 2013

  	
   

  	
   

  	
  18

  	
   

  	
   

  
	
  March
  31, 2014

  	
   

  	
   

  	
  19

  	
   

  	
   

  
	
  June
  30, 2014

  	
   

  	
   

  	
  20

  	
   

  	
   

  
	
  September
  30, 2014

  	
   

  	
   

  	
  21

  	
   

  	
   

  
	
  December
  31, 2014

  	
   

  	
   

  	
  22

  	
   

  	
   

  
	
  March
  31, 2015

  	
   

  	
   

  	
  23

  	
   

  	
   

  
	
  June
  30, 2015

  	
   

  	
   

  	
  24

  	
   

  	
   

  
	
  September
  30, 2015

  	
   

  	
   

  	
  25

  	
   

  	
   

  
	
  December
  31, 2015

  	
   

  	
   

  	
  26

  	
   

  	
   

  
	
  March
  31, 2016

  	
   

  	
   

  	
  27

  	
   

  	
   

  
	
  June
  30, 2016

  	
   

  	
   

  	
  28

  	
   

  	
   

  
	
  September
  30, 2016

  	
   

  	
   

  	
  29

  	
   

  	
   

  
	
  December
  31, 2016

  	
   

  	
   

  	
  30

  	
   

  	
   

  
	
  March
  31, 2017

  	
   

  	
   

  	
  31

  	
   

  	
   

  
	
  June
  30, 2017

  	
   

  	
   

  	
  32

  	
   

  	
   

  
	
  September
  30, 2017

  	
   

  	
   

  	
  33

  	
   

  	
   

  
	
  December
  31, 2017

  	
   

  	
   

  	
  34

  	
   

  	
   

  



 


1

















 


SCHEDULE 2

to Export Prepayment Facility Agreement and Secured Loan


 


ELIGIBLE OFFTAKERS


 


	
  CUSTOMER

  	
   

  	
  COUNTRY

  
	
  AUSTRALIAN
  PAPER

  	
   

  	
  AUSTRALIA

  
	
  ENCORE
  TISSUE (AUST) PTY LTD.

  	
   

  	
  AUSTRALIA

  
	
  KIMBERLY
  CLARK AUSTRALIA PTY. LTD

  	
   

  	
  AUSTRALIA

  
	
  SCA
  HYGIENE AUSTRALASIA

  	
   

  	
  AUSTRALIA

  
	
  MONDI
  NEUSIEDLER GMBH

  	
   

  	
  AUSTRIA

  
	
  MONDI
  UNCOATED FINE PAPER SALES GMB

  	
   

  	
  AUSTRIA

  
	
  SAPPI
  AUSTRIA PRODUKTIONS GMBH & CO

  	
   

  	
  AUSTRIA

  
	
  PAN
  AMERICAN FIBER MARKETING LTD.

  	
   

  	
  BAHAMAS

  
	
  OLAYAN
  KIMBERLY-CLARK BAHRAIN

  	
   

  	
  BAHRAIN

  
	
  AHLSTROM
  MALMEDY S.A.

  	
   

  	
  BELGIUM

  
	
  IRVING
  TISSUE CORPORATION

  	
   

  	
  CANADA

  
	
  KIMBERLY
  CLARK CORPORATION

  	
   

  	
  CANADA

  
	
  TECHNOCELL
  INC.

  	
   

  	
  CANADA

  
	
  METSO
  PAPER KARLSTAD AB

  	
   

  	
  FINLAND

  
	
  AHLSTROM
  LABELPACK

  	
   

  	
  FRANCE

  
	
  AHLSTROM
  SPECIALTIES S.A.

  	
   

  	
  FRANCE

  
	
  GEORGIA-PACIFIC
  FRANCE

  	
   

  	
  FRANCE

  
	
  KIMBERLY
  CLARK SNC

  	
   

  	
  FRANCE

  
	
  P&G INTERNATIONAL OPERATIONS SA

  	
   

  	
  FRANCE

  
	
  SCA
  HYGIENE PRODUCTS OPERATIONS SNC

  	
   

  	
  FRANCE

  
	
  UPM
  KYMMENE FRANCE

  	
   

  	
  FRANCE

  
	
  AHLSTROM
  OSNABRÜCK GMBH

  	
   

  	
  GERMANY

  
	
  DREWSEN
  SPEZIALPAPIERE GMBH

  	
   

  	
  GERMANY

  
	
  FELIX
  SCHOELLER JR. GMBH & CO. KG

  	
   

  	
  GERMANY

  
	
  GLATFELTER
  GERNSBACH GMBH & CO. KG

  	
   

  	
  GERMANY

  
	
  HAHNEMÜHLE
  FINEART GMBH

  	
   

  	
  GERMANY

  
	
  HAKLE-KIMBERLY
  GMBH

  	
   

  	
  GERMANY

  
	
  JACOB
  JUERGENSEN PAPIER

  	
   

  	
  GERMANY

  
	
  KOEHLER
  DECOR GMBH & CO. KG

  	
   

  	
  GERMANY

  
	
  KOEHLER
  KEHL GMBH

  	
   

  	
  GERMANY

  
	
  NEENAH
  GESSNER GMBH

  	
   

  	
  GERMANY

  
	
  NORDLAND
  PAPIER GMBH

  	
   

  	
  GERMANY

  
	
  PAPIERFABRIK
  AUGUST KOEHLER AG

  	
   

  	
  GERMANY

  
	
  SAPPI
  FINE PAPERS (PTY) LTD.

  	
   

  	
  GERMANY

  
	
  SCA
  HYGIENE PRODUCTS GMBH

  	
   

  	
  GERMANY

  
	
  TECHNOCELL
  DECOR GMBH & CO. KG

  	
   

  	
  GERMANY

  
	
  VOITH
  PAPER FABRICS DÜREN GMBH

  	
   

  	
  GERMANY

  
	
  VOITH
  PAPER FABRICS GMBH & CO. KG

  	
   

  	
  GERMANY

  
	
  GEORGIA
  PACIFIC HELLAS SA

  	
   

  	
  GREECE

  



 

















 


	
  CUSTOMER

  	
   

  	
  COUNTRY

  
	
  ACCEL
  PRODUCTS LIMITED

  	
   

  	
  HONG KONG

  
	
  GOLD
  EAST TRADING (HONG KONG)CO LTD

  	
   

  	
  HONG KONG

  
	
  JACOB
  JUERGENSEN CHINA LTD.

  	
   

  	
  HONG KONG

  
	
  KEI
  SHING TRADING CO., LTD.

  	
   

  	
  HONG KONG

  
	
  SOJITZ
  (HONG KONG) LIMITED

  	
   

  	
  HONG KONG

  
	
  HOGLA-KIMBERLY
  LTD.

  	
   

  	
  ISRAEL

  
	
  AHLSTROM
  TURIN SPA

  	
   

  	
  ITALY

  
	
  BURGO
  GROUP S.P.A.

  	
   

  	
  ITALY

  
	
  CARTIERE DEL GARDA S.P.A.

  	
   

  	
  ITALY

  
	
  GEORGIA-PACIFIC
  S.R.L.

  	
   

  	
  ITALY

  
	
  ALL
  NIPPON AIRWAYS TRADING CO., LTD

  	
   

  	
  JAPAN

  
	
  MARUBENI
  CORPORATION

  	
   

  	
  JAPAN

  
	
  MITSUBISHI
  PAPER SALES CO., LTD.

  	
   

  	
  JAPAN

  
	
  NISSHO IWAI PAPER & PULP CORP.

  	
   

  	
  JAPAN

  
	
  NP
  TRADING CO., LTD.

  	
   

  	
  JAPAN

  
	
  TOMOEGAWA
  PAPER CO., LTD.

  	
   

  	
  JAPAN

  
	
  GRUPO PAPELERO SCRIBE, S.A. de CV

  	
   

  	
  MEXICO

  
	
  KIMBERLY CLARK DE MEXICO S.A. B. DE

  	
   

  	
  MEXICO

  
	
  PROCTER
  & GAMBLE INTERNATIONAL

  	
   

  	
  MEXICO

  
	
  THE
  PROCTER & GAMBLE PAPER PRODUCTS

  	
   

  	
  MEXICO

  
	
  GEORGIA-PACIFIC
  NEDERLAND B.V.

  	
   

  	
  NETHERLANDS

  
	
  VERBRUGGE
  SCALDIA TERMINALS BV

  	
   

  	
  NETHERLANDS

  
	
  MALTADECOR
  S.A.

  	
   

  	
  POLAND

  
	
  UPM-KYMMENE
  ASIA PACIFIC PTE LTD.

  	
   

  	
  SINGAPORE

  
	
  AHLSTROM
  KOREA CO., LTD.

  	
   

  	
  SOUTH KOREA

  
	
  ARTONE
  PAPER MFG. CO., LTD.

  	
   

  	
  SOUTH KOREA

  
	
  EN
  PAPER MFG. CO., LTD.

  	
   

  	
  SOUTH KOREA

  
	
  MIRAE
  PAPER CO., LTD.

  	
   

  	
  SOUTH KOREA

  
	
  WILTRON
  CO., LTD.

  	
   

  	
  SOUTH KOREA

  
	
  YUHAN-KIMBERLY
  LTD

  	
   

  	
  SOUTH KOREA

  
	
  AHLSTROM
  BARCELONA, SA

  	
   

  	
  SPAIN

  
	
  KIMBERLY-CLARK
  S.L.

  	
   

  	
  SPAIN

  
	
  EKMAN
  & CO AB

  	
   

  	
  SWEDEN

  
	
  KIMBERLY
  CLARK TAIWAN

  	
   

  	
  TAIWAN

  
	
  IPEK KAGIT SANAYI VE TICARET

  	
   

  	
  TURKEY

  
	
  AHLSTROM
  CHIRNSIDE LTD.

  	
   

  	
  UNITED KINGDOM

  
	
  KC
  EUROPE LTD. C/O KC EUR SERV LTD

  	
   

  	
  UNITED KINGDOM

  
	
  KIMBERLY-CLARK
  EUROPE LTD.

  	
   

  	
  UNITED KINGDOM

  
	
  P&G INTERNATIONAL OPERATIONS SA

  	
   

  	
  UNITED KINGDOM

  
	
  SCA
  HYGIENE PRODUCTS MANCHESTER LTD

  	
   

  	
  UNITED KINGDOM

  
	
  AHLSTROM
  FILTRATION

  	
   

  	
  USA

  
	
  ALPHA
  INTERNATIONAL TRADING COMPANY

  	
   

  	
  USA

  
	
  CENTRAL
  NATIONAL

  	
   

  	
  USA

  



 
















 


	
  CUSTOMER

  	
   

  	
  COUNTRY

  
	
  CLEARWATER
  PAPER CORPORATION

  	
   

  	
  USA

  
	
  FIBERMARK, INC

  	
   

  	
  USA

  
	
  FIBRE
  SOURCE INTERNATIONAL CORP.

  	
   

  	
  USA

  
	
  FIBRO
  SOURCE USA INC.

  	
   

  	
  USA

  
	
  FIRST
  QUALITY TISSUE, LLC

  	
   

  	
  USA

  
	
  GAF
  MATERIALS CORPORATION

  	
   

  	
  USA

  
	
  GEORGIA
  PACIFIC

  	
   

  	
  USA

  
	
  HOLLINGSWORTH &
  VOSE COMPANY

  	
   

  	
  USA

  
	
  KIMBERLY
  CLARK GLOBAL SALES INC.

  	
   

  	
  USA

  
	
  KNOWLTON
  TECHNOLOGIES, LLC.

  	
   

  	
  USA

  
	
  KRUGER
  TISSUE GROUP

  	
   

  	
  USA

  
	
  MEADWESTVACO
  CORPORATION

  	
   

  	
  USA

  
	
  ROSES
  SOUTHEAST PAPERS LLC.

  	
   

  	
  USA

  
	
  SMURFIT
  MUNKSJO PAPER

  	
   

  	
  USA

  
	
  THE
  PROCTER & GAMBLE COMPANY

  	
   

  	
  USA

  



 

















 


SCHEDULE 3

to Export Prepayment Facility Agreement and Secured Loan


 


EXISTING DEBT


 


A. U.S. Dollar-Denominated Debt:


 


	
  Agreement

  	
   

  	
  Creditor

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export
  Prepayment

  	
   

  	
  The
  Bank of Tokyo-Mitsubishi UFJ, Ltd.

  	
   

  	
  U.S.$

  	
  30,000,000

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export
  Prepayment

  	
   

  	
  The
  Bank of Tokyo-Mitsubishi UFJ, Ltd.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
  (2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export
  Prepayment

  	
   

  	
  Sumitomo
  Mitsui Banking Corporation

  	
   

  	
  U.S.$

  	
  50,000,000

  	
  (3)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export
  Prepayment

  	
   

  	
  Nordea
  Bank A.B.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export
  Prepayment

  	
   

  	
  Bradesco
  S.A.

  	
   

  	
  U.S.$

  	
  150,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export
  Prepayment

  	
   

  	
  Banco do Brasil S.A.

  	
   

  	
  U.S.$

  	
  449,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export
  Prepayment

  	
   

  	
  BNP
  Paribas

  	
   

  	
  U.S.$

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACC/ACE

  	
   

  	
  Banco Itaú BBA S.A.

  	
   

  	
  U.S.$

  	
  45,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACC/ACE

  	
   

  	
  Bradesco
  S.A.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  U.S.$

  	
  30,965,947

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Banco
  Calyon Brasil

  	
   

  	
  U.S.$

  	
  419,660,417

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Citibank,
  N.A.

  	
   

  	
  U.S.$

  	
  219,281,110

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Deutsche
  Bank AG

  	
   

  	
  U.S.$

  	
  275,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  JP
  Morgan Chase Bank, N.A.

  	
   

  	
  U.S.$

  	
  303,956,128

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Merrill
  Lynch Capital Services, Inc.

  	
   

  	
  U.S.$

  	
  40,889,272

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Lehman
  Brothers Special Financing Inc.

  	
   

  	
  U.S.$

  	
  73,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  ABN
  Amro Bank N.V.

  	
   

  	
  U.S.$

  	
  160,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  Banco Bilbao Vizcaya Argentaria, S.A.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  Calyon,
  New York Branch

  	
   

  	
  U.S.$

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  ING
  Bank N.V.

  	
   

  	
  U.S.$

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  Banco
  Santander S.A.

  	
   

  	
  U.S.$

  	
  150,000,000

  	
   

  



 






(1) 20%
of the outstanding principal amount (U.S.$6,000,000) will be prepaid.


(2) 20%
of the outstanding principal amount (U.S.$10,000,000) will be prepaid.


(3) 20%
of the outstanding principal amount (U.S.$10,000,000) will be prepaid.


(4) 10%
of the outstanding principal amount (U.S.$5,000,000) will be prepaid.


 


1

















 


B. Real-Denominated Debt:


 


	
  Agreement

  	
   

  	
  Creditor

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNDES
  Credit Agreement

  	
   

  	
  Banco Nacional de Desenvolvimento Econômico e
  Social - BNDES

  	
   

  	
  R$

  	
  23,953,845

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNDES
  Credit Agreement

  	
   

  	
  Banco Nacional de Desenvolvimento Econômico e
  Social - BNDES

  	
   

  	
  R$

  	
  135,696,318

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNDES
  Credit Agreement

  	
   

  	
  Banco Nacional de Desenvolvimento Econômico e
  Social - BNDES

  	
   

  	
  R$

  	
  512,164,732

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Banco ABN Amro Real S.A.

  	
   

  	
  R$

  	
  441,574,789

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Banco BNP Paribas Brasil S.A.

  	
   

  	
  R$

  	
  411,801,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Goldman Sachs do Brasil S.A.

  	
   

  	
  R$

  	
  93,450,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  HSBC
  Bank Brasil S.A.

  	
   

  	
  R$

  	
  270,403,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Banco Itaú BBA S.A.

  	
   

  	
  R$

  	
  101,285,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated
  Derivative Obligations

  	
   

  	
  Banco
  Santander S.A.

  	
   

  	
  R$

  	
  253,819,129

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rural
  Credit (Crédito Rural)

  	
   

  	
  Bradesco
  S.A.

  	
   

  	
  R$

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Derivative
  Transaction

  	
   

  	
  ING Bank, N.V., Filial de São Paulo

  	
   

  	
  R$

  	
  23,689,653

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Derivative
  Transaction

  	
   

  	
  HSBC Bank Brasil S.A. - Banco Múltiplo

  	
   

  	
  R$

  	
  6,147,700

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Derivative
  Transaction

  	
   

  	
  Citibank,
  N.A.

  	
   

  	
  R$

  	
  22,667,345

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export Credit Note
  (Nota de Crédito à Exportação)(2)

  	
   

  	
  HSBC
  Bank Brasil S.A.

  	
   

  	
  R$

  	
  94,014,000

  	
   

  



 






(1) Net
termination value as of May 6, 2009.


(2) Debt
incurred by Portocel.


 


2

















 


SCHEDULE 3(a)

to Export Prepayment Facility Agreement and Secured Loan


 


TERMINATED DERIVATIVE OBLIGATIONS


 


A. U.S. Dollar-Denominated Debt:


 


	
  Derivative Counterparty

  	
   

  	
  Approximate Principal

  Amount owed under

  Terminated Derivative

  Obligations denominated

  in U.S. dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Barclays Bank plc

  	
   

  	
  U.S.$

  	
  30,965,947

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco Calyon Brasil

  	
   

  	
  U.S.$

  	
  419,660,417

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  U.S.$

  	
  219,281,110

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG

  	
   

  	
  U.S.$

  	
  275,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JP Morgan Chase Bank, N.A.

  	
   

  	
  U.S.$

  	
  303,956,128

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lehman Brothers Special Financing Inc.

  	
   

  	
  U.S.$

  	
  73,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Merrill Lynch Capital Services, Inc.

  	
   

  	
  U.S.$

  	
  40,889,272

  	
   

  



 


B. Real-Denominated Debt:


 


	
  Derivative Counterparty

  	
   

  	
  Approximate Principal Amount owed

  under

  Terminated Derivative Obligations

  denominated

  in Reais

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Banco ABN Amro Real
  S.A.

  	
   

  	
  R$

  	
  441,574,789

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco BNP Paribas
  Brasil S.A.

  	
   

  	
  R$

  	
  411,801,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Goldman Sachs do
  Brasil S.A.

  	
   

  	
  R$

  	
  93,450,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank Brasil S.A.

  	
   

  	
  R$

  	
  270,403,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco Itaú BBA S.A.

  	
   

  	
  R$

  	
  101,285,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco Santander S.A.

  	
   

  	
  R$

  	
  253,819,129

  	
   

  



 


1

















 


SCHEDULE 3(b)

to Export Prepayment Facility Agreement and Secured Loan


 


LENDER BILATERAL DEBT


 


	
  Agreement

  	
   

  	
  Creditor

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  ABN
  Amro Bank N.V.

  	
   

  	
  U.S.$

  	
  160,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  Banco Bilbao Vizcaya Argentaria, S.A.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  Calyon,
  New York Branch

  	
   

  	
  U.S.$

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  ING
  Bank N.V.

  	
   

  	
  U.S.$

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender
  Bilateral Debt

  	
   

  	
  Banco
  Santander S.A.

  	
   

  	
  U.S.$

  	
  150,000,000

  	
   

  



 






(1) 10%
of the outstanding principal amount (U.S.$5,000,000) will be prepaid.


 


1

















 


SCHEDULE 3(c)

to Export Prepayment Facility Agreement and Secured Loan


 


OTHER BILATERAL DEBT


 


A. U.S. Dollar-Denominated Debt:


 


	
  Agreement

  	
   

  	
  Creditor

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
  Export Prepayment

  	
   

  	
  The
  Bank of Tokyo-Mitsubishi UFJ, Ltd.

  	
   

  	
  U.S.$

  	
  30,000,000

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export Prepayment

  	
   

  	
  The
  Bank of Tokyo-Mitsubishi UFJ, Ltd.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
  (2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export Prepayment

  	
   

  	
  Sumitomo
  Mitsui Banking Corporation

  	
   

  	
  U.S.$

  	
  50,000,000

  	
  (3)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export Prepayment

  	
   

  	
  Nordea
  Bank A.B.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export Prepayment

  	
   

  	
  Bradesco
  S.A.

  	
   

  	
  U.S.$

  	
  150,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export Prepayment

  	
   

  	
  Banco do Brasil S.A.

  	
   

  	
  U.S.$

  	
  449,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export Prepayment

  	
   

  	
  BNP
  Paribas

  	
   

  	
  U.S.$

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACC/ACE

  	
   

  	
  Banco Itaú BBA S.A.

  	
   

  	
  U.S.$

  	
  45,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACC/ACE

  	
   

  	
  Bradesco
  S.A.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
   

  



 






(1) 20%
of the outstanding principal amount (U.S.$6,000,000) will be prepaid.


(2) 20%
of the outstanding principal amount (U.S.$10,000,000) will be prepaid.


(3) 20%
of the outstanding principal amount (U.S.$10,000,000) will be prepaid.


 


B. Real-Denominated Debt:


 


	
  Agreement

  	
   

  	
  Creditor

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
  BNDES Credit Agreement

  	
   

  	
  Banco Nacional de Desenvolvimento Econômico e
  Social - BNDES

  	
   

  	
  R$

  	
  23,953,845

  	
   

  
	
  BNDES Credit Agreement

  	
   

  	
  Banco Nacional de Desenvolvimento Econômico e
  Social - BNDES

  	
   

  	
  R$

  	
  135,696,318

  	
   

  
	
  BNDES Credit Agreement

  	
   

  	
  Banco Nacional de Desenvolvimento Econômico e
  Social - BNDES

  	
   

  	
  R$

  	
  512,164,732

  	
   

  
	
  Derivative Transaction

  	
   

  	
  ING Bank, N.V., Filial de São Paulo

  	
   

  	
  R$

  	
  23,689,653

  	
  (1)

  
	
  Derivative Transaction

  	
   

  	
  HSBC Bank Brasil S.A. - Banco Múltiplo

  	
   

  	
  R$

  	
  6,147,700

  	
  (1)

  
	
  Derivative Transaction

  	
   

  	
  Citibank,
  N.A.

  	
   

  	
  R$

  	
  22,667,345

  	
  (1)

  
	
  Rural Credit (Crédito
  Rural)

  	
   

  	
  Bradesco
  S.A.

  	
   

  	
  R$

  	
  10,000,000

  	
   

  
	
  Export Credit Note
  (Nota de Crédito à Exportação)(2)

  	
   

  	
  HSBC
  Bank Brasil S.A.

  	
   

  	
  R$

  	
  94,014,000

  	
   

  



 






(1) Net
termination value as of May 6, 2009.


(2) Debt
incurred by Portocel.


 


1

















 


SCHEDULE 3(d)

to Export Prepayment Facility Agreement and Secured Loan


 


INTERCOMPANY DEBT


 


(Existing
Export Prepayment Agreements between Aracruz Trading International Ltd. (as

Lender) and Aracruz Celulose S.A.
(as Borrower).


 


	
  ROF No

  	
   

  	
  Principal Amounts

  (in U.S.$)

  	
   

  	
  Disbursement Date

  	
   

  	
  Final Maturity Date

  
	
  TA397641

  	
   

  	
  20,000,000

  	
   

  	
  September 27, 2006

  	
   

  	
  September 28, 2012

  
	
  TA397645

  	
   

  	
  20,000,000

  	
   

  	
  September 27, 2006

  	
   

  	
  September 28, 2012

  
	
  TA397646

  	
   

  	
  10,000,000

  	
   

  	
  September 27, 2006

  	
   

  	
  September 28, 2012

  
	
  TA402678

  	
   

  	
  10,000,000

  	
   

  	
  November 10, 2006

  	
   

  	
  April 23, 2010

  
	
  TA421348

  	
   

  	
  50,000,000

  	
   

  	
  August 6, 2007

  	
   

  	
  August 6, 2016

  
	
  TA427586

  	
   

  	
  13,000,000

  	
   

  	
  May 3, 2007

  	
   

  	
  May 3, 2015

  
	
  TA427596

  	
   

  	
  7,000,000

  	
   

  	
  May 10, 2007

  	
   

  	
  May 10, 2015

  
	
  TA423914

  	
   

  	
  5,000,000

  	
   

  	
  May 31, 2007

  	
   

  	
  November 30, 2016

  
	
  TA423915

  	
   

  	
  15,000,000

  	
   

  	
  May 31, 2007

  	
   

  	
  November 30, 2016

  
	
  TA423916

  	
   

  	
  15,000,000

  	
   

  	
  May 31, 2007

  	
   

  	
  May 31, 2016

  
	
  TA423892

  	
   

  	
  10,000,000

  	
   

  	
  May 31, 2007

  	
   

  	
  May 31, 2016

  
	
  TA423882

  	
   

  	
  25,000,000

  	
   

  	
  May 30, 2007

  	
   

  	
  November 30, 2016

  
	
  TA425325

  	
   

  	
  10,000,000

  	
   

  	
  June 18, 2007

  	
   

  	
  June 18, 2017

  
	
  TA425333

  	
   

  	
  20,000,000

  	
   

  	
  June 18, 2007

  	
   

  	
  June 18, 2017

  
	
  TA486183

  	
   

  	
  30,000,000

  	
   

  	
  June 25, 2008

  	
   

  	
  June 25, 2014

  
	
  TA427064

  	
   

  	
  50,000,000

  	
   

  	
  June 29, 2007

  	
   

  	
  June 29, 2017

  
	
  TA429175

  	
   

  	
  50,000,000

  	
   

  	
  August 14, 2007

  	
   

  	
  August 14, 2017

  
	
  TA432010

  	
   

  	
  50,000,000

  	
   

  	
  September 27, 2007

  	
   

  	
  September 6, 2011

  
	
  TA436423

  	
   

  	
  50,000,000

  	
   

  	
  November 7, 2007

  	
   

  	
  October 17, 2011

  
	
  TA447085

  	
   

  	
  25,000,000

  	
   

  	
  December 31, 2007

  	
   

  	
  December 28, 2015

  
	
  TA447108

  	
   

  	
  25,000,000

  	
   

  	
  December 31, 2007

  	
   

  	
  March 9, 2012

  
	
  TA432753

  	
   

  	
  88,416,666.73

  	
   

  	
  June 20, 2007

  	
   

  	
  June 20, 2010

  
	
  TA443507

  	
   

  	
  50,000,000

  	
   

  	
  February 11, 2008

  	
   

  	
  January 21, 2012

  
	
  TA450939

  	
   

  	
  50,000,000

  	
   

  	
  April 17, 2008

  	
   

  	
  March 26, 2012

  
	
  TA461399

  	
   

  	
  50,000,000

  	
   

  	
  May 15, 2008

  	
   

  	
  May 13, 2012

  
	
  TA465538

  	
   

  	
  50,000,000

  	
   

  	
  July 2, 2008

  	
   

  	
  July 7, 2013

  
	
  TA467883

  	
   

  	
  50,000,000

  	
   

  	
  July 28, 2008

  	
   

  	
  July 30, 2015

  
	
  TA470250

  	
   

  	
  50,000,000

  	
   

  	
  August 19, 2008

  	
   

  	
  August 19, 2016

  
	
  TA472240

  	
   

  	
  50,000,000

  	
   

  	
  September 3, 2008

  	
   

  	
  September 4, 2017

  
	
  TA474749

  	
   

  	
  50,000,000

  	
   

  	
  September 9, 2008

  	
   

  	
  September 9, 2017

  
	
  TA475768

  	
   

  	
  50,000,000

  	
   

  	
  October 24, 2008

  	
   

  	
  October 24, 2017

  
	
  TA481181

  	
   

  	
  19,798,531.12

  	
   

  	
  November 18, 2008

  	
   

  	
  November 17, 2017

  



 


1
















 


SCHEDULE 4

to Export Prepayment Facility Agreement and Secured Loan


 


ASSOCIATED PROPERTY


 


I. PROPRIEDADES DA ARACRUZ
CELULOSE S.A.


 


1. Imóveis
localizados no município de CARLOS CHAGAS/MG:


 


1.1. Um imóvel rural denominado “FAZENDA
EMBARÉ”, situado no Município de Carlos
Chagas,  Estado de Minas Gerais,
constante da área de 55ha. 63a. 10ca. (cinqüenta
e cinco hectares, sessenta e três ares, dez centiares), matriculado sob no. 2560, Livro 02-H do
Cartório de Registro de Imóveis da Comarca de Carlos Chagas/MG; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.988.642-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.807.145-0;


 


1.2. Um imóvel rural denominado “CÓRREGO DAS CAPOEIRAS”, situado no Município de Carlos Chagas,  Estado de Minas Gerais, constante da área de 712ha. 10a. 51ca. (setecentos e doze
hectares, dez ares, cinqüenta e um centiares), matriculado sob no. 3177, Livro 02-J do Cartório de Registro
de Imóveis da Comarca de Carlos Chagas/MG; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.035.394.467-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.697.816-2 e 7.097.308-3;


 


1.3. Um imóvel rural denominado “FAZENDA EMBARÉ”, situado no Município de Carlos Chagas,  Estado de Minas Gerais, constante da área de 463ha. 93a. 82ca. (quatrocentos e sessenta
e três hectares, noventa e três ares, oitenta e dois centiares), matriculado sob no. 2686, Livro 02-I do
Cartório de Registro de Imóveis da Comarca de Carlos Chagas/MG; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 413.046.009.830-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.067.185-2;


 


1.4. Um imóvel rural denominado “LAGOA SANTA”, situado no Município de Carlos Chagas,  Estado de Minas Gerais, constante da área de 133ha. 10a. 69ca. (cento e trinta e três
hectares, dez ares, sessenta e nove centiares), matriculado sob no. 2534, Livro 02-H do Cartório de Registro
de Imóveis da Comarca de Carlos Chagas/MG; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
950.017.640.425-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.676.162-3;


 


1.5. Um imóvel rural denominado “LAGOA SANTA”, situado no Município de Carlos Chagas,  Estado de Minas Gerais, constante da área de 137ha. (cento e trinta e sete hectares), matriculado sob no. 2536, Livro 02-H do
Cartório de Registro de Imóveis da Comarca de Carlos Chagas/MG; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 413.046.006.408-8
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.593.284-6;


 


1.6. Um imóvel rural denominado “CÓRREGO DO ZINCO”, situado no Município de Carlos Chagas,  Estado de Minas Gerais, constante da área de 78ha. 47a. 56ca. (setenta e oito hectares,
quarenta e sete ares, cinqüenta e seis centiares), matriculado sob no. 2535, Livro 02-H do Cartório de Registro
de Imóveis da Comarca de Carlos Chagas/MG; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 413.046.000.833-1 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 3.910.684-5;


 


1.7. Um imóvel rural denominado “ CÓRREGO DO ZINCO E MORRO VERDE”, situado no Município de Carlos Chagas,  Estado de Minas Gerais, constante da área de 78ha. 91a.


 

















 


(setenta e oito hectares, noventa e um ares), matriculado sob no. 423, Livro 02-A do
Cartório de Registro de Imóveis da Comarca de Carlos Chagas/MG; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 221.058.089.672-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.138.681-2.


 


2. Imóveis
localizados no município de NANUQUE/MG:


 


2.1. Um imóvel rural denominado “CÓRREGO
LIMOEIRO”, situado no Município de Nanuque,
Estado de Minas Gerais, constante
da área de 19ha. 36a. (dezenove
hectares, trinta e seis ares), matriculado
sob no. 5500, Livro 02-S do Cartório de Registro de Imóveis da
Comarca de Nanuque/MG; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 437.042.012.360-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 2.521.511-6;


 


2.2. Um imóvel rural denominado “CÓRREGO SÃO MATEUS”, situado no Município de Nanuque,  Estado
de Minas Gerais, constante da área de 3.224ha. 67a. (três mil, duzentos e vinte e quatro hectares,
sessenta e sete ares), matriculado sob no.
7335, Livro 02-AB do Cartório de Registro de Imóveis da Comarca de
Nanuque/MG; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
413.062.003.255-2 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.521.516-7;


 


2.3. Um imóvel rural denominado “FAZENDA FLORESTA”, situado no Município de Nanuque,  Estado
de Minas Gerais, constante da área de 765ha. 10a. (setecentos e sessenta e cinco hectares, dez
ares), matriculado sob no. 7404, Livro 02-AB
do Cartório de Registro de Imóveis da Comarca de Nanuque/MG; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 413.062.004.910-2
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.625.405-8;


 


2.4. Um imóvel rural denominado “CÓRREGO LIMOEIRO”, situado no Município de Nanuque,  Estado
de Minas Gerais, constante da área de 107ha. 49a. 87ca. (cento e sete hectares, quarenta e nove
ares, oitenta e sete centiares), matriculado
sob no. 5576, Livro 02-S do Cartório de Registro de Imóveis da
Comarca de Nanuque/MG; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 413.062.007.269-4 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 3.828.921-0.


 


3. Imóveis
localizados no município de ARACRUZ/ES:


 


3.1. Um imóvel rural denominado “BLOCO
03 AR”, situado no Município de Aracruz,
Estado do Espírito Santo, constante da área de 21ha. 69a. 06ca. (vinte e um hectares,
sessenta e nove ares, seis centiares), matriculado
sob no. 3180, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Aracruz/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 000.019.245.160-4 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5.845.831-0;


 


3.2. Um imóvel rural denominado “BLOCO 06 AR”, situado no Município de Aracruz, Estado do Espírito Santo,
constante da área de 27ha. (vinte
e sete hectares), matriculado sob no. 3577,
Livro 02 do Cartório de Registro de Imóveis da Comarca de
Aracruz/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
000.019.245.135-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.708-9;


 


3.3. Um imóvel rural denominado “BLOCO 11 AR”, situado no Município de Aracruz, Estado do Espírito Santo,
constante da área de 664ha. 01a. 89ca.
(seiscentos e sessenta e quatro hectares, um are, oitenta e nove centiares), matriculado sob no. 12130, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Aracruz/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.019.247.499-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.798-4;


 


2

















 


3.4. Um imóvel rural denominado “BLOCO 12 AR”, situado no Município de Aracruz, Estado do
Espírito Santo, constante da área de 320ha. 60a. (trezentos e vinte hectares,
sessenta ares), matriculado sob no. 12052, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Aracruz/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.019.247.502-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.683.800-0;


 


3.5. Um imóvel rural denominado “BLOCO 15 AR”, situado no Município de Aracruz, Estado do Espírito Santo,
constante da área de 26ha. 85a.
(vinte e seis hectares, oitenta e cinco ares), matriculado sob no. 268, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Aracruz/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.019.247.510-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.295.137-8;


 


3.6. Um imóvel rural denominado “BLOCO 08 AR”, situado no Município de Aracruz, Estado do Espírito Santo,
constante da área de 194ha. 20a. (cento
e noventa e quatro hectares, vinte ares), matriculado
sob no. 12331, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Aracruz/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 000.019.245.127-2 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 6.295.041-0;


 


3.7. Um imóvel rural denominado “BLOCO 07 AR”, situado no Município de Aracruz, Estado do Espírito Santo,
constante da área de 53ha. 68a.
(cinqüenta e três hectares, sessenta e oito ares), matriculado sob no. 3717, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Aracruz/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.019.245.097-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.683.787-9;


 


3.8. Um imóvel rural denominado “BACIA DO RIACHO 2”, situado no Município de Aracruz,  Estado
do Espírito Santo, constante da área de 289ha. 20a. (duzentos e oitenta e nove hectares, vinte ares), matriculado sob no. 14472, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Aracruz/ES; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.010.018.481-2 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.173.594-5;


 


3.9. Um imóvel rural denominado “BACIA DO RIACHO 3 E BLOCO 10 AR”, situado no Município de Aracruz,  Estado
do Espírito Santo, constante da área de 415ha. 52a. (quatrocentos e quinze hectares, cinqüenta e dois
ares), matriculado sob no. 14693, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Aracruz/ES; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.010.018.481-2 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.173.594-5;


 


3.10. Um imóvel rural denominado “BLOCO 16 AR”, situado no Município de Aracruz, Estado do Espírito Santo,
constante da área de 494ha. 01a. (quatrocentos
e noventa e quatro hectares, um are), matriculado
sob no. 11408, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Aracruz/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 814.229.020.940-2 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 4.769.051-8.


 


4. Imóveis
localizados no município de CONCEIÇÃO DA
BARRA/ES:


 


4.1. Um imóvel rural denominado “BLOCO
06 CB”, situado no Município de Conceição
da Barra,  Estado do Espírito Santo,
constante da área de 92ha. 83a. 50ca.
(noventa e dois hectares, oitenta e três ares, cinqüenta centiares), matriculado sob no. 476, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Conceição da Barra/ES; Imóvel
este cadastrado


 


3

















 


junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
814.032.040.673-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.714-3;


 


4.2. Um imóvel rural denominado “BLOCO 08 CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 158ha. (cento e cinqüenta e
oito hectares), matriculado sob no. 480,
Livro 02 do Cartório de Registro de Imóveis da Comarca de Conceição
da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
814.032.040.754-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.711-9;


 


4.3. Um imóvel rural denominado “BLOCO 11 CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 46ha. (quarenta e seis
hectares), matriculado sob no. 724, Livro 02
do Cartório de Registro de Imóveis da Comarca de Conceição da Barra/ES; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 814.032.040.711-2
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.783-6;


 


4.4. Um imóvel rural denominado “BLOCO 12 CB”, situado no Município de Conceição da Barra,Estado do Espírito Santo ,
constante da área de 54ha. 90a.
(cinqüenta e quatro hectares, noventa ares), matriculado
sob no. 483, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 814.032.040.720-1 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 6.295.483-0;


 


4.5. Um imóvel rural denominado “BLOCO 13 CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 37ha. 08a. (trinta e sete
hectares, oito ares), matriculado sob no.
1298, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 814.032.040.738-4 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5.860.983-0;


 


4.6. Um imóvel rural denominado “BLOCO 07 CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 295ha. 30a. (duzentos e noventa
e cinco hectares, trinta ares), matriculado
sob no. 6806, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 814.032.040.762-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 6.295.145-9;


 


4.7. Um imóvel rural denominado “BLOCO 09 CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 324ha. 45a. 33ca. (trezentos e
vinte e quatro hectares, quarenta e cinco ares, trinta e dois centiares), matriculado sob no. 6769, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Conceição da Barra/ES; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 814.032.040.690-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.295.417-2;


 


4.8. Um imóvel rural denominado “BLOCO 14 CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 426ha. 32a. (quatrocentos e
vinte e seis hectares, trinta e dois ares), matriculado
sob no. 2170, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.096.001.945-2 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.189.854-0;


 


4.9. Um imóvel rural denominado “BLOCO 05 CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 22ha. (vinte e dois hectares), matriculado sob no. 475, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Conceição da Barra/ES; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e


 


4

















 


Reforma Agrária - INCRA, sob o CCIR no. 814.032.040.681-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.682.001-1;


 


4.10. Um imóvel rural denominado “CÓRREGO DA LAMA”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 46,00ha. (quarenta e seis
hectares), matriculado sob no. 6873, Livro 02
no Cartório de Registro de Imóveis da Comarca de Conceição da Barra/ES; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.020.370 (no
503.029.022.802-0 para a matrícula anterior, registro no 1966 do Cartório de
Registro de Imóveis da Comarca de São Mateus/ES) e cadastrado junto a Receita
Federal do Brasil sob NIRF no. 5683745-3.


 


5. Imóveis
localizados no município de JAGUARÉ/ES:


 


5.1. Um imóvel rural denominado “CÓRREGO
DA AREIA”, situado no Município de Jaguaré,
Estado do Espírito Santo,
constante da área de 72ha. 40a.
(setenta e dois hectares e quarenta ares), matriculado
sob no. 1627, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Jaguaré/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.088.005.126-6 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1.134.718-0;


 


5.2. Um imóvel rural denominado “CÓRREGO DA MINHOCA”, situado no Município de Jaguaré,  Estado
do Espírito Santo, constante da área de 174ha. (cento e setenta e quatro hectares), matriculado sob no. 1628, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Jaguaré/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.088.007.919-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.134.719-8;


 


5.3. Um imóvel rural denominado “CÓRREGO VARGEM ALEGRE”, situado no Município de Jaguaré,  Estado
do Espírito Santo, constante da área de 354ha. 63a. (trezentos e cinqüenta e quatro hectares, sessenta
e três ares), matriculado sob no. 1630, Livro
02 do Cartório de Registro de Imóveis da Comarca de Jaguaré/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no. 950.041.035.114-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.199.934-2;


 


5.4. Um imóvel rural denominado “CÓRREGO DO LEONEL”, situado no Município de Jaguaré,  Estado
do Espírito Santo, constante da área de 36ha. 22a.  10ca.
(trinta e seis hectares, vinte e dois ares, dez centiares), matriculado sob no. 1660, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Jaguaré/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.010.073-7
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.199.937-7.


 


6. Imóveis
localizados no município de SÃO MATEUS/ES:


 


6.1. Um imóvel rural denominado “BLOCO 03
SM”, situado no Município de São
Mateus, Estado do Espírito Santo, constante da área de 126,1185ha (cento vinte e seis hectares,
onze ares, oitenta e cinco centiares), matriculado
sob no. 18921, Livro 02 do Cartório de Registro de Imóveis da
Comarca de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503029022640-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5683718-6;


 


6.2. Um imóvel rural denominado “BLOCO 09 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 39,6587ha
(trinta e nove hectares, sessenta e cinco ares e oitenta e sete centiares), matriculado sob no. 7905, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022837-3
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6296240-0;


 


5

















 


6.3. Um imóvel rural denominado “BLOCO 18 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 371,5418
(trezentos e setenta e um hectares, cinqüenta e quatro ares e dezoito
centiares), matriculado sob no. 19391, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503029022888-8 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6296256-6;


 


6.4. Um imóvel rural denominado “BLOCO 18 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 285,7428 (duzentos
e oitenta e cinco hectares, setenta e quatro ares e vinte e oito centiares), matriculado sob no. 19392, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022888-8 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 6296256-6;


 


6.5. Um imóvel rural denominado “CÓRREGO DO MACUCO”, situado no Município de São Mateus,
Estado do Espírito Santo, constante da área de 17,50ha (dezessete hectares e
cinqüenta ares), matriculado sob no. 6043, Livro 02 do Cartório de Registro de
Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503029022632-0 e cadastrado junto a
Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.6. Um imóvel rural denominado “SÃO DOMINGOS E CÓRREGO SANTANA”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 103,94ha (cento e três hectares, noventa e
quatro ares), matriculado sob no. 6895, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503029022632-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.7. Um imóvel rural denominado “CÓRREGO DO MURICI”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 17,00ha (dezessete hectares), matriculado sob no. 2442, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022632-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.8. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 18,0250ha (dezoito hectares, setenta e dois
ares e cinqüenta centiares), matriculado sob
no. 4501, Livro 2-T do Cartório de Registro de Imóveis da Comarca de
São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503029022632-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5683782-8;


 


6.9. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 4,84ha (quatro hectares, oitenta e quatro
ares), matriculado sob no. 4437, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022632-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.10. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 32,00ha (trinta e dois hectares), matriculado sob no. 7364, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022632-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6

















 


6.11. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 43,8625ha (quarenta e três hectares,
oitenta e seis ares e vinte e cinco centiares), matriculado sob no. 7835, Livro 02 do Cartório de Registro de
Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503029022632-0 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.12. Um imóvel rural denominado “CÓRREGO DO SAPATO”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 106,40ha (cento e seis hectares e quarenta
ares), matriculado sob no. 698, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022632-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.13. Um imóvel rural denominado “CÓRREGO DO DEODATO”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 115,60 (cento e quinze hectares e sessenta
ares), matriculado sob no. 699, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022632-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.14. Um imóvel rural denominado “VALA GRANDE”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 112,8379 (cento e doze hectares, oitenta e
três ares e setenta e nove centiares), matriculado
sob no. 700, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503029022632-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5683782-8;


 


6.15. Um imóvel rural denominado “CÓRREGO DO VINHO”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 49,4666ha (quarenta e nove hectares,
quarenta e seis ares e sessenta e seis centiares), matriculado sob no. 7930, Livro 02 do Cartório de Registro de
Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503029022632-0 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.16. Um imóvel rural denominado “CÓRREGO SANTANA E SÃO DOMINGOS”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 105,46ha (cento e cinco hectares e quarenta
e seis ares), matriculado sob no. 8651, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503029022632-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.17. Um imóvel rural denominado “CÓRREGO DAS PIABAS”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 391,04ha (trezentos e noventa e um hectares
e quatro ares), matriculado sob no. 1860,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503029022632-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.18. Um imóvel rural denominado “CÓRREGO DAS PIABAS”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 230,40ha (duzentos e trinta hectares e
quarenta ares), matriculado sob no. 1861,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503029022632-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


7

















 


6.19. Um imóvel rural denominado “FAZENDA SAPÉ DO NORTE”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 356,00 (trezentos e cinqüenta e seis
hectares), matriculado sob no. 995, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022632-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.20. Um imóvel rural denominado “FAZENDA SAPÉ DO NORTE”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 906,00 (novecentos e seis hectares), matriculado sob no. 996, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022632-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.21. Um imóvel rural denominado “FAZENDA SAPÉ DO NORTE”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 1069,81 (um mil e sessenta e nove hectares
e oitenta e um ares), matriculado sob no.
997, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503029022632-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.22. Um imóvel rural denominado “FAZENDA SAPÉ DO NORTE”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 78,00 (setenta e oito hectares), matriculado sob no. 984, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029022632-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5683782-8;


 


6.23. Um imóvel rural denominado “CÓRREGO JUSSARA”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 24ha. 51a. 86ca. (vinte e quatro hectares,
cinqüenta e um ares e oitenta e seis centiares), matriculado sob no. 14834, Livro 02 do Cartório de Registro de
Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950.050.903.647-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.987.617-4;


 


6.24. Um imóvel rural denominado “BLOCO 5 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 198ha. 82a. (cento
noventa e oito hectares e oitenta e dois ares), matriculado sob no. 7663, Livro 02 do Cartório de Registro de
Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.029.022.713-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 6.295.515-2;


 


6.25. Um imóvel rural denominado “BLOCO 06 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 4ha. 84a. (quatro
hectares e oitenta e quatro ares), matriculado
sob no. 6860, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.029.022.756-3 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 6.295.519-5;


 


6.26. Um imóvel rural denominado “BLOCO 12 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 4ha. 84a.
(quatro hectares e oitenta e quatro ares), matriculado
sob no. 9716, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 814.229.018.341-1 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5.683.733-0;


 


8

















 


6.27. Um imóvel rural denominado “BLOCO 15 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 217ha. 26a. 06ca.
(duzentos e dezessete hectares, vinte e seis ares e seis centiares), matriculado sob no. 1276, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.029.022.764-4
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.743-7;


 


6.28. Um imóvel rural denominado “BLOCO 10 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 92ha. 44a. 50ca.
(noventa e dois hectares, quarenta e quatro ares e cinquenta centiares), matriculado sob no. 7785, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.029.022.870-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.729-1;


 


6.29. Um imóvel rural denominado “BLOCO 11 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 141ha. 45a. 88ca.
(cento quarenta e um hectares, quarenta e cinco ares e oitenta e oito
centiares), matriculado sob no. 6044, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.029.022.918-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.731-3;


 


6.30. Um imóvel rural denominado “BLOCO 13 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 32ha. 02a. 21ca.
(tinta e dois hectares, dois ares e vinte e um centiares), matriculado sob no. 7817, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.029.022.683-4
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.741-0;


 


6.31. Um imóvel rural denominado “BLOCO 22 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 113ha. 23a. 55ca.
(cento e treze hectares, vinte e dois ares e cinqüenta e cinco centiares), matriculado sob no. 18741, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.029.021.920-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.827.943-6;


 


6.32. Um imóvel rural denominado “BLOCO 07 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 11ha. 99a. 53ca.
(onze hectares, noventa e nove ares e cinqüenta e três centiares), matriculado sob no. 6107, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.029.022.799-7
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.683.722-4;


 


6.33. Um imóvel rural denominado “BLOCO 08 SM”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 190ha. 93a. 30ca.
(cento e noventa hectares, noventa e três ares e trinta centiares), matriculado sob no. 18922, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.259.454-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.295.528-4;


 


6.34. Um imóvel rural denominado “RIO PRETO, CÓRREGO DO PALMITO E CÓRREGO MANOEL ANTONIO”,
situado no Município de São Mateus,
Estado do Espírito Santo,
constante da área de 120ha. (cento
e vinte hectares), matriculado sob no. 15284,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.010.073-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.199.937-7;


 


9

















 


6.35. Um imóvel rural denominado “SAPÊ DO NORTE”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 123ha. 50a. (cento e vinte e três hectares
e cinqüenta ares), matriculado sob no. 5898,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.36. Um imóvel rural denominado “CÓRREGO MURICI”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 25ha (vinte e cinco hectares), matriculado sob no. 5576, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.37. Um imóvel rural denominado “CÓRREGO DO PAIM”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 19ha. 36a. (dezenove hectares e trinta e
seis ares), matriculado sob no. 7767, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária
- INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.38. Um imóvel rural denominado “CÓRREGO DO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 15ha. 16a. (quinze hectares e dezesseis
ares), matriculado sob no. 7403, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.39. Um imóvel rural denominado “CÓRREGO DO PAIM”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 14ha. 52a. (quatorze hectares e cinqüenta e
dois ares), matriculado sob no. 6874, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no. 503.061.264.172-7
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.40. Um imóvel rural denominado “ITAUNINHAS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 69ha. 60a. (sessenta e nove hectares e
sessenta ares), matriculado sob no. 101,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.41. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 73ha. 40a. (setenta e três hectares e
quarenta ares), matriculado sob no. 6856,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.42. Um imóvel rural denominado “CÓRREGO SANTANA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 29ha. 04a. (vinte e nove hectares e quatro
ares), matriculado sob no. 307, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


10

















 


6.43. Um imóvel rural denominado “LIMEIRA ou SANTANA e CÓRREGO SÃO DOMINGOS”, situado no
Município de São Mateus, Estado do Espírito Santo, constante da área
de 216ha. 85a. (duzentos e
dezesseis hectares e oitenta e cinco ares), matriculado
sob no. 6126, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.189.851-5;


 


6.44. Um imóvel rural denominado “MATA GRANDE”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 15ha. (quinze hectares), matriculado sob no. 5654, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.45. Um imóvel rural denominado “MATA GRANDE”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 50ha. (cinqüenta hectares), matriculado sob no. 5566, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.46. Um imóvel rural denominado “CÓRREGO PAIM”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 9ha. 48a. 85ca (nove hectares, quarenta e
oito ares e oitenta e cinco centiares), matriculado
sob no. 7342, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.189.851-5;


 


6.47. Um imóvel rural denominado “CHÁCARA”, situado no Município de São Mateus, Estado do
Espírito Santo, constante da área de 12ha. 84a. (doze hectares e oitenta e quatro ares), matriculado sob no. 5570, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.061.264.172-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.189.851-5;


 


6.48. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 39ha. 85a. (trinta e nove hectares e
oitenta e cinco ares), matriculado sob no.
4212, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.49. Um imóvel rural denominado “CÓRREGO DO PIRÃO e CÓRREGO SÃO DOMINGOS”, situado no Município
de São Mateus, Estado do Espírito Santo, constante da área
de 327ha. 19a. (trezentos e vinte
e sete hectares e dezenove ares), matriculado
sob no. 7720, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.189.851-5;


 


6.50. Um imóvel rural denominado “FAZENDA CHÁCARA SÃO JOSÉ”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 90ha. (noventa hectares), matriculado sob no. 7132, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


11

















 


6.51. Um imóvel rural denominado “CÓRREGO DO SANTANA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 40ha. 77a. 49ca. (quarenta hectares,
setenta e sete ares e quarenta e nove centiares), matriculado sob no. 5561, Livro 02 do Cartório de Registro de
Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.061.264.172-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.189.851-5;


 


6.52. Um imóvel rural denominado “CÓRREGO DO GAMA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 4ha. 88a. 53ca. (quatro hectares, oitenta e
oito ares e cinqüenta e três centiares), matriculado
sob no. 5549, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.189.851-5;


 


6.53. Um imóvel rural denominado “CÓRREGO DO GAMA, PERDIDO E PAIM”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 505ha. 85a. 64ca 
(quinhentos e cinco hectares, oitenta e cinco ares, sessenta
e quatro centiares), matriculado sob no.
7521, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.54. Um imóvel rural denominado “CÓRREGO SANTANINHA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 94ha. 10a. (noventa e quatro hectares e dez
ares), matriculado sob no. 5840, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.55. Um imóvel rural denominado “CÓRREGO DO SAPATO ou SANTANA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 59ha. 20a. (cinqüenta e nove hectares e
vinte ares), matriculado sob no. 396, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.56. Um imóvel rural denominado “CÓRREGO SANTANINHA e PIRÃO”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 42ha. 80a. (quarenta e dois hectares e
oitenta ares), matriculado sob no. 5567,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.57. Um imóvel rural denominado “CÓRREGO DO PIRÃO”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 24ha. 20a. (vinte e quatro hectares e vinte
ares), matriculado sob no. 3375, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.58. Um imóvel rural denominado “CÓRREGO DO CABELO”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 10ha. (dez hectares), matriculado sob no. 7441, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


12

















 


6.59. Um imóvel rural denominado “FAZENDA LIMEIRA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 38ha. 72a. (trinta e oito hectares e
setenta e dois ares), matriculado sob no.
4824, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.60. Um imóvel rural denominado “CÓRREGO DO QUITÉRIO”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 9ha. 68a. (nove hectares e setenta e
sessenta e oito ares), matriculado sob no.
523, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.61. Um imóvel rural denominado “SANTANA OU JACARANDÁ”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 66ha. 40a. (sessenta e seis hectares e
quarenta ares), matriculado sob no. 1050,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.62. Um imóvel rural denominado “CÓRREGO SANTANA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 29ha. 04a. (vinte e nove hectares e quatro
ares), matriculado sob no. 4480, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.63. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 25ha. (vinte e cinco hectares), matriculado sob no. 8000, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.64. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 24ha. 90a. (vinte e quatro hectares e
noventa ares), matriculado sob no. 7906,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.65. Um imóvel rural denominado “CÓRREGO DO GAMA e PAIM”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 23ha. 25a. (vinte e três hectares e vinte e
cinco ares), matriculado sob no. 1858, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.66. Um imóvel rural denominado “CÓRREGO FUNDO”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 88ha. (oitenta e oito hectares), matriculado sob no. 990, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


13
















 


6.67. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 25ha. 40a. (vinte e cinco hectares e
quarenta ares), matriculado sob no. 2638,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.68. Um imóvel rural denominado “CÓRREGO DO PAIM, VALÃO FUNDO e RIO ITAUNINHAS”, situado no
Município de São Mateus, Estado do Espírito Santo, constante da área
de 490ha. 15a. 22ca. (quatrocentos
e noventa hectares, quinze ares e vinte e dois centiares), matriculado sob no. 7094, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.69. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 4ha. 84a. (quatro hectares e oitenta e
quatro ares), matriculado sob no. 7413, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.70. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 22ha. 90a. (vinte e dois hectares e noventa
ares), matriculado sob no. 1257, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.71. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS e IMPÉRIO”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 133ha. 10a. (cento e trinta e três hectares
e dez ares), matriculado sob no. 7738, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.72. Um imóvel rural denominado “CÓRREGO DO JUSSARA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 128ha. 60a. (cento e vinte e oito hectares
e sessenta ares), matriculado sob no. 3152,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.73. Um imóvel rural denominado “CÓRREGO DO FÉLIX”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 23ha. 10a. (vinte e três hectares e dez
ares), matriculado sob no. 8894, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.061.264.172-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.189.851-5;


 


6.74. Um imóvel rural denominado “CÓRREGO DA ESTIVA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 24ha. 60a. (vinte e quatro hectares e
sessenta ares), matriculado sob no. 5465,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


14

















 


6.75. Um imóvel rural denominado “CÓRREGO DA ESTIVA e SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 60ha. 88a. (sessenta hectares e oitenta e
oito ares), matriculado sob no. 2168, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.76. Um imóvel rural denominado “FELIZ SURDO”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 19ha. 36a. (dezenove hectares e trinta e
seis ares), matriculado sob no. 2870, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.77. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 67ha. 80a. (sessenta e sete hectares e
oitenta ares), matriculado sob no. 1880,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.78. Um imóvel rural denominado “CÓRREGO DO PAIM”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 33ha. 90a. (trinta e três hectares e
noventa ares), matriculado sob no. 790, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.79. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 9ha. 68a. (nove hectares e sessenta e oito
ares), matriculado sob no. 2385, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.80. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS e BEIJA-FLOR”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 67ha. 76a. (sessenta e sete hectares e
setenta e seis ares), matriculado sob no.
3143, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.81. Um imóvel rural denominado “CÓRREGO JUSSARAL”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 75ha. (setenta e cinco hectares), matriculado sob no. 7072, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.82. Um imóvel rural denominado “CÓRREGO DO QUITÉRIO”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 9ha. 68a. (nove hectares e sessenta e oito
ares), matriculado sob no. 5060, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


15

















 


6.83. Um imóvel rural denominado “ESPIGÃO ou MORRO DA ARARA”, situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 40ha. (quarenta hectares), matriculado sob no. 5800, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.84. Um imóvel rural denominado “SAPÊ DO NORTE” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 54ha. (cinqüenta e quatro hectares), matriculado sob no. 3725, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.85. Um imóvel rural denominado “SANTANA” situado no Município de São Mateus, Estado do
Espírito Santo, constante da área de 384ha. 39a. (trezentos e oitenta e quatro hectares e trinta e
nove ares), matriculado sob no. 5655, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.86. Um imóvel rural denominado “FAZENDA SAPÊ DO NORTE” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 8.411ha. 76a. 30ca. (oito mil quatrocentos
e onze hectares, setenta e seis ares e trinta centiares), matriculado sob no. 1911, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.87. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 908ha. 70a. (novecentos e oito hectares e
setenta ares), matriculado sob no. 1096, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.88. Um imóvel rural denominado “CÓRREGO SANTANA” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 120ha. (cento e vinte hectares), matriculado sob no. 1097, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.89. Um imóvel rural denominado “CÓRREGO DO HONORATO” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 168ha. 80a. (cento e sessenta e oito
hectares e oitenta ares), matriculado sob no.
1098, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.90. Um imóvel rural denominado “CÓRREGO DO QUITÉRIO” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 48ha. 70a. (quarenta e oito hectares e
setenta ares), matriculado sob no. 1099,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


16

















 


6.91. Um imóvel rural denominado “CÓRREGO DO HONORATO” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 91ha. 97a. (noventa e um hectares e noventa
e sete ares), matriculado sob no. 1420, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Mateus/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.92. Um imóvel rural denominado “CÓRREGO DO HONORATO” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 25ha. (vinte e cinco hectares), matriculado sob no. 1528, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.061.264.172-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.189.851-5;


 


6.93. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 37ha. 70a. (trinta e sete hectares e
setenta ares), matriculado sob no. 1529,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503.061.264.172-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.94. Um imóvel rural denominado “DROGA” situado no Município de São Mateus, Estado do Espírito
Santo, constante da área de 99ha.
50a. (noventa e nove hectares e cinqüenta ares), matriculado sob no. 2815, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.95. Um imóvel rural denominado “CÓRREGO SÃO DOMINGOS” situado no Município de São Mateus, Estado do Espírito Santo, constante da área de 51ha. 20a. (cinqüenta e um hectares e vinte
ares), matriculado sob no. 2844, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5;


 


6.96. Um imóvel rural denominado “SANTANA” situado no Município de São Mateus, Estado do
Espírito Santo, constante da área de 142ha. 40a. (cento e quarenta e dois hectares e quarenta
ares), matriculado sob no. 3011, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.264.172-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.851-5.


 


7. Imóveis
localizados no município de SERRA/ES:


 


7.1. Um imóvel rural denominado CAPIVARI
AGRO V, situado no Distrito de Nova Almeida, Município de Serra,
Estado do Espírito Santo, medindo a área de 3.980.000,00m2
(três milhões, novecentos e oitenta mim metros quadrados) e o perímetro de
10.622 metros lineares, limitando-se ao Norte com Estrada de Rodagem Serra/Nova
Almeida, ao Sul com brejos, a Leste com Waldemar Ribeiro e a Oeste com brejos.
Imóvel este que se encontra registrado sob no 19 da Matrícula 6.492 no Cartório do 1o Oficio de Registro de
Imóveis da Comarca de Serra/ES.
Este mesmo imóvel se encontra cadastrado: a)
junto ao Instituto Nacional de Colonização e Reforma Agrária-INCRA, conforme
Certificado de Cadastro de Imóvel Rural/CCIR
com emissão de 2003/2004/2005, contendo os seguintes dados: código do imóvel
rural: 505.048.005.096-2;
denominação do imóvel rural: Bloco 03 Serra; área total (há): 398,0000;
classificação fundiária: grande propriedade produtiva; data da última
atualização: 27/01/2006; Indicação para localização do imóvel rural: Rodovia BR
101 Norte; Município sede do imóvel rural: Serra; UF: ES; módulo rural (há):
10,0000; no módulos rurais: 20,66; módulo


 


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fiscal (há): 12,0; no módulos fiscais: 33,1665;
FMP: 2,0000; dados do detentor: Aracruz Celulose S.A; código da pessoa:
046725024; número do CCIR: 05998130053 b)
junto a Secretaria da Receita Federal, com a devida prova de pagamento do ITR
nos últimos cinco anos, conforme NIRF
no 5.683.758-5”.


 


7.2. Um imóvel rural denominado BLOCO 01 - SERRA com a área de 3.544,2976ha (três mil, quinhentos e quarenta e quatro
hectares, vinte e nove ares e setenta e seis centiares). Área esta remanescente
do imóvel com a área total de 3.559.7246ha. (três mil, quinhentos e cinqüenta e
nove hectares, setenta e dois ares, quarenta e seis centiares) que se
confronta: ao Norte: ES-262, Carlos Roberto de Souza Costa, Aracruz Celulose
S/A, Córrego Piranem e Córrego Joãozinho; Leste, Córrego Capuba e quem de
direito; Sul, Lagoa Largo do Juara, Córrego Laranjeiras e Luiz Carlos Miranda;
e ao Oeste, Lagoa Largo do Juara, Aracruz Celulose S/A, Córrego Laranjeiras e
quem de direito. Imóvel este que se encontra Matriculado
sob o no 29.364 no Cartório do 1o Oficio de Registro de Imóveis da Comarca de Serra/ES. Este mesmo imóvel se
encontra cadastrado: a) junto ao
Instituto Nacional de Colonização e Reforma Agrária-INCRA, conforme Certificado
de Cadastro de Imóvel Rural/CCIR
com emissão de 2003/2004/2005, contendo os seguintes dados: código do imóvel
rural: 505.048.005.070-9;
denominação do imóvel rural: Bloco 01 Serra; área total (há): 3.559,7000;
classificação fundiária: grande propriedade produtiva; data da última
atualização: 08/11/2002; Indicação para localização do imóvel rural: Capivari,
Joaripe e outros; Município sede do imóvel rural: Serra; UF: ES; módulo rural
(ha): 10,0000; no módulos rurais: 224,57; módulo fiscal (há): 12,0000; no
módulos fiscais: 296,64; FMP: 2,0000; dados do detentor: Aracruz Celulose S.A;
código da pessoa: 046725024; número do CCIR: 02200472058; b) junto a Secretaria da Receita Federal,
com a devida prova de pagamento do ITR nos últimos cinco anos, conforme NIRF no 5.683.763-1”.


 


8. Imóveis
localizados no município de SOORETAMA/ES:


 


8.1. Um imóvel rural denominado “GUAITISEIRO
E OUTROS”, situado no Município de Sooretama,
Estado do Espírito Santo,
constante da área de 381,6449ha (trezentos
e oitenta e um hectares, sessenta e quatro ares e quarenta e nove centiares), matriculado sob no. 23891, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000027725790-4 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 4885539-1;


 


8.2. Um imóvel rural denominado “COMENDADOR RAFAEL”, situado no Município de Sooretama,  Estado do Espírito Santo, constante da área de 41,2285ha (quarenta e um hectares, vinte e
dois ares e oitenta e cinco centiares), matriculado
sob no. 24344, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 950050903922-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 6190057-5;


 


8.3. Um imóvel rural denominado “LAGOA JUPARANÃ, CÓRREGO MANOEL OLÍMPIO E OUTRAS”, situado no
Município de Sooretama,  Estado do Espírito Santo, constante da área
de 95,4840 (noventa e cinco
hectares, quarenta e oito ares e quarenta centiares), matriculado sob no. 24343, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950050903922-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 6190057-5;


 


8.4. Um imóvel rural denominado “Córrego DO CHUMBADO-TOLEDO E CÓRREGO CHUMBADO”, situado no
Município de Sooretama,  Estado do Espírito Santo, constante da área
de 155,0102ha (cento e cinqüenta e
cinco hectares, um are e dois centiares), matriculado
sob no. 23569, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503045254550-5 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5970752-6;


 


18

















 


8.5. Um imóvel rural denominado “SÃO GERALDO”, situado no Município de Sooretama, Estado do Espírito Santo,
constante da área de 403,7376ha (quatrocentos
e três hectares, setenta e três ares e setenta e seis centiares), matriculado sob no. 528, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503045254550-5 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5970752-6.


 


9.  Imóveis localizados no município de VILA VALÉRIO/ES.


 


9.1. Um imóvel rural denominado “ARARIBOIA”,
situado no Município de Vila Valério, Estado
do Espírito Santo, constante da área de 120,5249 (cento e vinte hectares, cinqüenta e dois ares e
quarenta e nove centiares), matriculado sob
no. 5993, Livro 02 do Cartório de Registro de Imóveis da Comarca de
São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 950050903566-6 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 6420898-2;


 


9.2. Um imóvel rural denominado “VARGEM ALEGRE”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 84,60ha (oitenta e quatro hectares e
sessenta ares), matriculado sob no. 4660,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503045018880-2 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0222285-0;


 


9.3. Um imóvel rural denominado “FAZENDA ARARIBOIA”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 191,7901 (cento e noventa e um hectares,
setenta e nove ares e um centiares), matriculado
sob no. 6989, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950041035106-0 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 6627437-0;


 


9.4. Um imóvel rural denominado “CACHOEIRA ALTA”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 37,5650ha (trinta e sete hectares,
cinqüenta e seis ares e cinqüenta centiares), matriculado
sob no. 5873, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000043283380-1 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 5588286-2;


 


9.5. Um imóvel rural denominado “CACHOEIRA ALTA”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 58,50ha (cinqüenta e oito hectares e
cinqüenta ares), matriculado sob no. 5861,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503045010448-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0192893-7;


 


9.6. Um imóvel rural denominado “FAZENDA SÃO JOSÉ”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 61,1171 (sessenta e um hectares, onze ares
e setenta e um centiares), matriculado sob
no. 7489, Livro 02 do Cartório de Registro de Imóveis da Comarca de
São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503045254231-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 7094886-0;


 


9.7. Um imóvel rural denominado “FAZENDA TRÊS IRMÃOS”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 67,24 (sessenta e sete hectares e vinte e
quatro ares), matriculado sob no. 5874, Livro
02 do Cartório de Registro de Imóveis da Comarca de São Gabriel da
Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de


 


19

















 


Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950050903507-0 e cadastrado junto
a Receita Federal do Brasil sob NIRF no.
6412262-0;


 


9.8. Um imóvel rural denominado “CÓRREGO BOM FUTURO”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 68,6560ha (sessenta e oito hectares,
sessenta e cinco ares e sessenta centiares), matriculado
sob no. 4786, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 502081022837-6 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 5943266-1;


 


9.9. Um imóvel rural denominado “RIO SÃO JOSÉ E ARARIBÓIA”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 120 (cento e vinte hectares), matriculado sob no. 5856, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Gabriel da Palha/ES; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950050903558-5 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 6190013-3;


 


9.10. Um imóvel rural denominado “FAZENDA ARARIBÓIA, CÓRREGO ARARIBÓIA”, situado no Município
de Vila Valério,  Estado do Espírito Santo, constante da área
de 474,1506 (quatrocentos e
setenta e quatro hectares, quinze ares e seis centiares), matriculado sob no. 5761, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Gabriel da Palha/ES; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 507075005347-1 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 6190099-0;


 


9.11. Um imóvel rural denominado “CÓRREGO DAS SETE QUEDAS E CÓRREGO BOA VISTA E CÓRREGO FARIAS”,
situado no Município de Vila Valério,
Estado do Espírito Santo,
constante da área de 106,55ha (cento
e seis hectares e cinqüenta e cinco ares), matriculado
sob no. 5799, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503045036501-1 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 6199940-7;


 


9.12. Um imóvel rural denominado “CÓRREGO LAMBARI”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 31,5230ha (trinta e um hectares, cinqüenta
e dois ares e trinta centiares), matriculado
sob no. 5767, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503045039365-1 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 0221238-2;


 


9.13. Um imóvel rural denominado “CACHOEIRA ALTA”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 28,9155 (vinte e oito hectares, noventa e
um ares e cinqüenta e cinco centiares), matriculado
sob no. 7315, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503045010448-0 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 6627427-3;


 


9.14. Um imóvel rural denominado “CÓRREGO PARAISÓPOLIS”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 24,4680ha (vinte e quatro hectares, quarenta
e seis ares e oitenta centiares), matriculado
sob no. 6515, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950050903809-6 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 7097318-0;


 


20

















 


9.15. Um imóvel rural denominado “PARAISÓPOLIS”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 9,68ha (nove hectares, sessenta e oito
ares), matriculado sob no. 6514, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Gabriel da Palha/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
950017778559-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 7097318-0;


 


9.16. Um imóvel rural denominado “CÓRREGO PARAISÓPOLIS”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 19,6081ha (dezenove hectares, sessenta ares
e oitenta e um centiares), matriculado sob
no. 6499, Livro 02 do Cartório de Registro de Imóveis da Comarca de
São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 950050903825-8 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 7097318-0;


 


9.17. Um imóvel rural denominado “CÓRREGO PARAISÓPOLIS”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 23,7613ha (vinte e três hectares, setenta e
seis ares e treze centiares), matriculado sob
no. 6478, Livro 02 do Cartório de Registro de Imóveis da Comarca de
São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 950050903817-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 7097318-0;


 


9.18. Um imóvel rural denominado “CÓRREGO PARAISÓPOLIS”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 49,0393ha (quarenta e nove hectares, três
ares e noventa e três centiares), matriculado
sob no. 6459, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503045048658-7 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 7097318-0;


 


9.19. Um imóvel rural denominado “CÓRREGO PARAISÓPOLIS”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 14,0740ha (quatorze hectares, sete ares e
quarenta centiares), matriculado sob no.
6513, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 950050903523-2 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 7097318-0;


 


9.20. Um imóvel rural denominado “CÓRREGO SÃO JOSÉ”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 125ha. 41a. 60ca. (cento vinte e cinco
hectares, quarenta e um ares e sessenta centiares), matriculado sob no. 5917, Livro 02 do Cartório de Registro de
Imóveis da Comarca de São Gabriel da Palha/ES; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 502.081.016.772-5 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 6.284.972-8;


 


9.21. Um imóvel rural denominado “FAZENDA ARARIBOIA”, situado no Município de Vila Valério,  Estado do Espírito Santo, constante da área de 48ha. 40a. (quarenta e oito hectares e
quarenta ares), matriculado sob no. 5521,
Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Gabriel da Palha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 502.103.102.482-5 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 4.916.618-2.


 


10. Imóveis localizados no município de LINHARES/ES:


 


10.1. Um imóvel rural denominado “BANANAL
DO SUL E PONTA NOVA — BANANAL DO SUL”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 116,16ha (cento e dezesseis hectares e dezesseis centiares), matriculado sob no. 16352, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado


 


21

















 


junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
814024007374-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3828355-7;


 


10.2. Um imóvel rural denominado “BANANAL DO SUL E PONTA NOVA — BANANAL DO SUL”, situado no
Município de Linhares,  Estado do Espírito Santo, constante da área
de 78,9578ha (setenta e oito
hectares, noventa e cinco ares e setenta e oito centiares), matriculado sob no. 20575, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 814024007374-4 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3828355-7;


 


10.3. Um imóvel rural denominado “BANANAL DO SUL E PONTA NOVA — BANANAL DO SUL”, situado no
Município de Linhares,  Estado do Espírito Santo, constante da área
de 67,76ha (sessenta e sete
hectares, setenta e seis ares), matriculado
sob no. 20576, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 814024007374-4 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 3828355-7;


 


10.4. Um imóvel rural denominado “BANANAL DO SUL E PONTA NOVA — BANANAL DO SUL”, situado no
Município de Linhares,  Estado do Espírito Santo, constante da área
de 53,6140ha (cinqüenta e três
hectares, sessenta e um ares e quarenta centiares), matriculado sob no. 26716, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 814024007374-4 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 3828355-7;


 


10.5. Um imóvel rural denominado “BANANAL DO SUL E PONTA NOVA — BANANAL DO SUL”, situado no
Município de Linhares,  Estado do Espírito Santo, constante da área
de 338,80ha (trezentos e trinta e
oito hectares, oitenta ares), matriculado sob
no. 20574, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
814024007374-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3828355-7;


 


10.6. Um imóvel rural denominado “BANANAL DO SUL E PONTA NOVA — BANANAL DO SUL”, situado no
Município de Linhares,  Estado do Espírito Santo, constante da área
de 697,5220ha (seiscentos e
noventa e sete hectares, cinqüenta e dois ares e vinte centiares), matriculado sob no. 22968, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 814024007374-4 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3828355-7;


 


10.7. Um imóvel rural denominado “FAZENDA CALIMAN”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 432ha. 21a. 01ca. (quatrocentos e trinta e dois hectares,
vinte e um ares e um centiares), matriculado
sob no. 24642, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.045.045.896-6 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.210.279-0;


 


10.8. Um imóvel rural denominado “FAZENDA PONTAIS”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 464ha. 45a. (quatrocentos e sessenta e quatro hectares e
quarenta e cinco ares), matriculado sob no.
23562, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
503.045.070.319-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.096.069-2;


 


10.9. Um imóvel rural denominado “BACIA DO RIACHO I”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 420ha. 10a. (quatrocentos e vinte


 


22

















 


hectares e dez ares), matriculado sob no. 10265, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.045.256.382-1
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.173.594-5;


 


10.10. Um imóvel rural denominado “CÓRREGO DO JAPIRA E OUTROS”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 242ha. 16a. 37ca. (duzentos e quarenta e dois hectares,
dezesseis ares, trinta e sete centiares), matriculado
sob no. 25435, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 950.050.903.701-4 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.193.704-9;


 


10.11. Um imóvel rural denominado “BOA VISTA E OUTROS”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 161ha. 88a. 56ca. (cento e sessenta e um hectares, oitenta e
oito ares, cinqüenta e seis centiares), matriculado
sob no. 25436, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 000.051.654.973-4 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.193.704-9;


 


10.12. Um imóvel rural denominado “FAZ. BRASIL”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 474ha. 26a. 50ca.
(quatrocentos e setenta e quatro hectares, vinte e seis ares, cinquenta
centiares), matriculado sob no. 24508, Livro
02 do Cartório de Registro de Imóveis da Comarca de Linhares/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.045.029.971-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.580.673-9;


 


10.13. Um imóvel rural denominado “FAZENDA 101”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 54ha. 28a. 91ca.
(cinqüenta e quatro hectares, vinte e oito ares, noventa e um centiares), matriculado sob no. 23901, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.043.268.569-1
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.827.393-4;


 


10.14. Um imóvel rural denominado “  FAZ. NOSSA SENHORA DA
SAÚDE”, situado no Município de Linhares,
Estado do Espírito Santo,
constante da área de 634ha. 22a. 02ca.
(seiscentos e trinta e quatro hectares, vinte e dois ares, dois centiares), matriculado sob no. 23563, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.045.029.599-4
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.193.704-9;


 


10.15. Um imóvel rural denominado “FAZ. LAGOA DO LIMÃO”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 24ha. 29a. 56ca. (vinte e quatro hectares, vinte e nove ares,
cinqüenta e seis centiares), matriculado sob
no. 17321, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
502.111.102.709-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.193.704-9;


 


10.16. Um imóvel rural denominado “RANCHO ALTO”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 378ha. 73a. 32ca.
(trezentos e setenta e oito hectares, setenta e três ares, trinta e dois
centiares), matriculado sob no. 24146, Livro
02 do Cartório de Registro de Imóveis da Comarca de Linhares/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.045.066.320-9 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.275-7;


 


23
















 


10.17. Um imóvel rural denominado “FAZ. LAGOA DO MACUCO”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 565ha. 66a. 96ca. (quinhentos e sessenta e cinco hectares,
sessenta e seis ares, noventa e seis centiares), matriculado sob no. 24771, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.045.045.896-6 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.210.279-0;


 


10.18. Um imóvel rural denominado “FAZ. SANTA TEREZINHA II”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 110ha. 09a. 04ca. (cento e dez hectares, nove ares, quatro
centiares), matriculado sob no. 25324, Livro
02 do Cartório de Registro de Imóveis da Comarca de Linhares/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.045.045.896-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


10.19. Um imóvel rural denominado “BARRA SECA E OUTROS”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 542ha. 28a. 46ca. (quinhentos e quarenta e dois hectares,
vinte e oito ares, quarenta e seis centiares), matriculado sob no. 12601, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.045.045.896-6 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.210.279-0;


 


10.20. Um imóvel rural denominado “BARRA SECA”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 65ha. 42a. (sessenta
e cinco hectares, quarenta e dois ares), matriculado
sob no. 24741, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.045.045.896-6 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.210.279-0;


 


10.21. Um imóvel rural denominado “BARRA SECA”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 67ha. 27a. 91ca.
(sessenta e sete hectares, vinte e sete ares, noventa e um centiares), matriculado sob no. 24350, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.045.045.896-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


10.22. Um imóvel rural denominado “BARRA SECA”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 199ha. 30a.
(cento e noventa e nove hectares, trinta ares), matriculado sob no. 328, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503.045.045.896-6 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.210.279-0;


 


10.23. Um imóvel rural denominado “RANCHO ALTO E OUTROS”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 409ha. 23a. (quatrocentos e vinte e nove hectares, vinte e
três ares), matriculado sob no. 23851, Livro
02 do Cartório de Registro de Imóveis da Comarca de Linhares/ES;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
503.045.045.896-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


10.24. Um imóvel rural denominado “FAZ. BARRA SECA”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 301ha. 38a. 30ca. (trezentos e um hectares, trinta e oito
ares, trinta centiares), matriculado sob no.
16537, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
503.045.045.896-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


24

















 


10.25. Um imóvel rural denominado “FAZ. OITICICA”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 204ha. 22a. 56ca.
(duzentos e quatro hectares, vinte e dois ares, cinqüenta e seis centiares), matriculado sob no. 23634, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.045.045.896-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


10.26. Um imóvel rural denominado “FAZ. BARRA SECA”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 104ha. 86a. 76ca. (cento e quatro hectares, oitenta e seis
ares, setenta e seis centiares), matriculado
sob no. 23636, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.045.045.896-6 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.210.279-0;


 


10.27. Um imóvel rural denominado “FAZ. BARRA SECA”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 189ha. 10a. 68ca. (cento e oitenta e nove hectares, dez ares,
sessenta e oito centiares), matriculado sob
no. 23635, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
503.045.045.896-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


10.28. Um imóvel rural denominado “RANCHO ALTO E OUTROS”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 49ha. 26a. (quarenta e nove hectares, vinte e seis ares), matriculado sob no. 23909, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.045.045.896-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


10.29. Um imóvel rural denominado “FAZ. BARRA SECA”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 203ha. 94a. (duzentos e três hectares, noventa e quatro ares),
matriculado sob no. 22446, Livro 02
do Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.045.045.896-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


10.30. Um imóvel rural denominado “FAZ. ALGUIDARES”, situado no Município de Linhares,  Estado
do Espírito Santo, constante da área de 33ha. 88a. (trinta e três hectares, oitenta e oito ares), matriculado sob no. 15802, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.045.045.896-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0;


 


10.31. Um imóvel rural denominado “SÍTIO DANANI”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 96ha. 80a. (noventa
e seis hectares, oitenta ares), matriculado
sob no. 15718, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Linhares/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503.045.045.896-6 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.210.279-0;


 


10.32. Um imóvel rural denominado “BARRA SECA”, situado no Município de Linhares, Estado do Espírito Santo,
constante da área de 49ha. 94a. 88ca.
(quarenta e nove hectares, noventa e quatro ares, oitenta e oito centiares), matriculado sob no. 24201, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Linhares/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.045.045.896-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.210.279-0.


 


25

















 


11. Imóveis localizados no município de MONTANHA/ES:


 


11.1. Um imóvel rural denominado “HOTIFRUTI
ELDORADO”, situado no Município de Montanha,
Estado do Espírito Santo, constante
da área de 404ha. 76a. 23ca.
(quatrocentos e quatro hectares, setenta e seis ares e vinte e três centiares),
matriculado sob no. 4375, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Montanha/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 501.026.004.740-3 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.221.725-2;


 


11.2. Um imóvel rural denominado “FAZENDA COLORADO”, situado no Município de Montanha,  Estado
do Espírito Santo, constante da área de 98ha. 57a. 49ca. (noventa e oito hectares, cinquenta e sete
ares e quarenta e nove centiares), matriculado
sob no. 4325, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Montanha/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 000.019.243.795-4 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5.206.745-9;


 


11.3. Um imóvel rural denominado “FAZENDA RIO ITAÚNAS”, situado no Município de Montanha,  Estado
do Espírito Santo, constante da área de 752ha. 46a. 59ca. (setecentos e cinquenta e dois hectares,
quarenta e seis ares e cinquenta e nove centiares), matriculado sob no. 4359, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Montanha/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 501.026.001.562-5 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 6.664.095-4.


 


12. Imóveis localizados no município de MUCURICI/ES:


 


12.1. Um imóvel rural denominado “CÓRREGO
DO ITAÚNAS e LIMOEIRA”, situado no Município de Mucurici,  Estado
do Espírito Santo, constante da área de 1.065ha. 45a. 55ca. (um mil e sessenta e cinco hectares,
quarenta e cinco ares e cinquenta e cinco centiares), matriculado sob no. 2974, Livro 2N do
Cartório de Registro de Imóveis da Comarca de Mucurici/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 501.034.006.785-5 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.626.411-8;


 


12.2. Um imóvel rural denominado “CÓRREGO DO ITAÚNAS e LIMOEIRA”, situado no Município de Mucurici,  Estado
do Espírito Santo, constante da área de 35ha. 88a. (trinta e cinco hectares e oitenta e oito ares), matriculado sob no. 3050, Livro 2N do
Cartório de Registro de Imóveis da Comarca de Mucurici/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.050.903.384-3 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.627.399-4;


 


12.3. Um imóvel rural denominado “FAZENDA SUISSA”, situado no Município de Mucurici,  Estado
do Espírito Santo, constante da área de 82ha. 26a. 67ca. (oitenta e dois hectares, vinte e seis ares e
sessenta e sete centiares), matriculado sob
no. 3077, Livro 2N do Cartório de Registro de Imóveis da Comarca de
Mucurici/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
000.019.263.079-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.603.856-6.


 


13. Imóveis localizados no município de PINHEIRO/ES:


 


13.1. Um imóvel rural denominado “CÓRREGO
SAMAMBAIA”, situado no Município de Pinheiro,  Estado do Espírito
Santo, constante da área de 579ha.
25a. 75ca. (quinhentos e setenta e nove hectares, vinte e cinco ares
e setenta e cinco centiares), matriculado sob
no. 3572, Livro 2-K do Cartório de Registro de Imóveis da Comarca de
Pinheiro/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
000.027.333.913-2 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.190.078-8;


 


26

















 


13.2. Um imóvel rural denominado “BLOCO 02 PIN”, situado no Município de Pinheiro, Estado do Espírito Santo,
constante da área de 383ha. 01a. 44ca.
(trezentos e oitenta e três hectares, um ares e quarenta e quatro centiares), matriculado sob no. 2021, Livro 2-F do
Cartório de Registro de Imóveis da Comarca de Pinheiro/ES; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 505.048.005.053-9 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.683.751-8;


 


13.3. Um imóvel rural denominado “BLOCO 01 PIN”, situado no Município de Pinheiro, Estado do Espírito Santo,
constante da área de 251ha. 68a.
(duzentos e cinqüenta e um hectares e sessenta e oito ares), matriculado sob no. 4167, Livro 2-M do
Cartório de Registro de Imóveis da Comarca de Pinheiro/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 505.048.005.061-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.685.296-7;


 


13.4. Um imóvel rural denominado “BLOCO 03 PIN”, situado no Município de Pinheiro, Estado do Espírito Santo,
constante da área de 570ha. 00a. 19ca.
(quinhentos e setenta hectares e dezenove centiares), matriculado sob no. 4150, Livro 2-M do
Cartório de Registro de Imóveis da Comarca de Pinheiro/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.053.003.786-4
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.853-1.


 


14. Imóveis localizados no município de RIO
BANANAL/ES:


 


14.1. Um imóvel rural denominado “CÓRREGO
MARCO ROGÉRIO”, situado no Município de Rio Bananal,  Estado do
Espírito Santo, constante da área de 58ha. 37a. 40ca. (cinquenta e oito hectares, tinta e sete ares
e quarenta centiares), matriculado sob no.
1028, Livro 02 do Cartório de Registro de Imóveis da Comarca de Rio
Banana/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
950.050.903.868-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.725.886-4;


 


14.2. Um imóvel rural denominado “CÓRREGO SÃO JORGE e TIRADENTES”, situados no Município de Rio Bananal,  Estado do Espírito Santo, constante da área de 143ha. 73a. 78ca. (cento quarenta e três
hectares, setenta e três ares e setenta e oito centiares), matriculado sob no. 1304, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Rio Banana/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.043.268.240-4
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.363.300-5;


 


14.3. Um imóvel rural denominado “TIRADENTES”, situado no Município de Rio Bananal, Estado do Espírito Santo,
constante da área de 38ha. 21a. 40ca.
(trinta e oito hectares, vinte e um ares e quarenta centiares), matriculado sob no. 1044, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Rio Banana/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.050.903.850-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.190.093-1;


 


14.4. Um imóvel rural denominado “CÓRREGO MARCO ROGÉRIO”, situado no Município de Rio Bananal,  Estado do Espírito Santo, constante da área de 393ha. 23a. 57ca. (trezentos e noventa e
três hectares, vinte e três ares e cinquenta centiares), matriculado sob no. 994, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Rio Banana/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.043.270.393-2
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.725.886-4.


 


15. Imóvel localizado no município de SANTA TERESA/ES:


 


27

















 


Um imóvel rural denominado “VALÃO DE SÃO LOURENÇO”, situado no
Município de Santa Teresa, Estado do Espírito Santo, constante da área de 15ha.
(quinze hectares), matriculado sob no. 1661, Livro 02 do Cartório de Registro
de Imóveis da Comarca de Santa Teresa/ES; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no.
504.084.024.740-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no.
0.189.858-2.


 


16. Imóveis localizados no município de PRADO/BA:


 


16.1. Um imóvel rural denominado “OITEIRO”,
situado no Município de Prado, Estado da
Bahia, constante da área de 51ha.
64a. 68ca (cinqüenta e um hectares, sessenta e quatro ares, sessenta
e oito centiares), matriculado sob no. 14398,
Livro 02 do Cartório de Registro de Imóveis da Comarca de Prado/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
950.050.903.930-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.506.921-4;


 


16.2. Um imóvel rural denominado “OITEIRO”, situado no Município de Prado,  Estado da Bahia,
constante da área de 806ha. 59a. 29ca. (oitocentos
e seis hectares, cinqüenta e nove ares, vinte e nove centiares), matriculado sob no. 14397, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.062.007.374-4 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.506.921-4;


 


16.3. Um imóvel rural denominado “INGAHY”, situado no Município de Prado,  Estado da Bahia,
constante da área de 21ha. 50a. 29ca. (vinte
e um hectares, cinqüenta ares, vinte e nove centiares), matriculado sob no. 13948, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.051.792.802-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 6.031.576-8;


 


16.4. Um imóvel rural denominado “CONJUNTO LARANJEIRAS, NOVO ACORDO E BOA ESPERANÇA”, situado
no Município de Prado,  Estado da Bahia, constante da área de 61ha. 45a. 38ca. (sessenta e um hectares,
quarenta e cinco ares, trinta e oito centiares), matriculado sob no. 14986, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.062.019.364-2 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.587.654-0;


 


16.5. Um imóvel rural denominado “INGAHY”, situado no Município de Prado,  Estado da Bahia,
constante da área de 113ha. 93a. 31ca.
(cento e treze hectares, noventa e três ares, trinta e um centiares), matriculado sob no. 14.401, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.062.007.374-4 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.506.921-4;


 


16.6. Um imóvel rural denominado “OITEIRO e INGAHY”, situado no Município de Prado, Estado da Bahia, constante da área
de 525ha. 90a. 91ca. (quinhentos e
vinte e cinco hectares e noventa ares, noventa e um centiares), matriculado sob no. 14.399, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.062.007.374-4 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.506.921-4;


 


16.7. Um imóvel rural denominado “FAZENDA BURI”, situado no Município de Prado, Estado da Bahia, constante da área
de 27ha. 34a. 10ca. (vinte e sete
hectares e trinta e quatro ares, dez centiares), matriculado sob no. 14.378, Livro 02 do Cartório de Registro
de Imóveis da Comarca de Prado/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e


 


28

















 


Reforma Agrária - INCRA, sob o CCIR no. 326.062.016.195-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 4.388.831-3;


 


16.8. Um imóvel rural denominado “SANTA LUZIA”, situado no Município de Prado, Estado da Bahia, constante da área
de 37ha. 46a. 59ca. (trinta e sete
hectares e quarenta e seis ares, cinqüenta e nove centiares), matriculado sob no. 12.264, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.060.607.118-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.139.915-6;


 


16.9. Um imóvel rural denominado “FAZENDA ROSI”, situado no Município de Prado, Estado da Bahia, constante da área
de 50ha (cinqüenta hectares), matriculado sob no. 12.430, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950.025.365.408-8 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 4.648.384-5;


 


16.10. Um imóvel rural denominado “NOTRE DAME”, situado no Município de Prado, Estado da Bahia, constante da área
de 144ha. 85a. (cento e quarenta e
quatro hectares e oitenta e cinco ares), matriculado
sob no. 3246, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Prado/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.062.009.237-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.309.637-0;


 


16.11. Um imóvel rural denominado “LAGOA DAS CANDEIAS”, situado no Município de Prado,  Estado
da Bahia, constante da área de 182ha.
52a. 48ca. (cento e oitenta e dois hectares e cinqüenta e dois ares,
quarenta e oito centiares), matriculado sob
no. 8652, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Prado/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
000.043.783.943-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.137.512-4.


 


17. Imóveis localizados no município de ALCOBAÇA/BA:


 


17.1. Um imóvel rural denominado “FAZ. BOA
SORTE”, situado no Município de Alcobaça,
Estado da Bahia, constante da área de 515ha. 02a. (quinhentos e quinze hectares, dois ares), matriculado sob no. 118, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Alcobaça/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.019.942.855-1
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.452.251-4;


 


17.2. Um imóvel rural denominado “BOA SORTE I e 5 DE SETEMBRO”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 470ha.
53a. 42ca. (quatrocentos
e setenta hectares, cinqüenta e três ares, quarenta e dois centiares), matriculado sob no. 44, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Alcobaça/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.011.003.174-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.144.907-1;


 


17.3. Um imóvel rural denominado “FAZ. CONSTELAÇÃO”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 895ha.
45a. (oitocentos e noventa e cinco hectares, quarenta e cinco ares),
matriculado sob no. 238, Livro 02
do Cartório de Registro de Imóveis da Comarca de Alcobaça/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.011.005.800-7
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.729.428-5;


 


17.  4. Um
imóvel rural denominado “SANTA LUZIA”,
situado no Município de Alcobaça, Estado da
Bahia, constante da área de 173ha.
43a. 23ca. (cento e
setenta e três hectares, quarenta e três ares, vinte e três centiares), matriculado sob no. 200, Livro 02 do
Cartório de


 


29

















 


Registro de Imóveis da Comarca de Alcobaça/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
950.050.903.388-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.621.725-3;


 


17.5. Um imóvel rural denominado “GUANABARA”, situado no Município de Alcobaça, Estado da Bahia, constante da área
de 76ha. 16a. 65ca. (setenta e seis hectares, dezesseis
ares, sessenta e cinco centiares), matriculado
sob no. 318, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.011.029.769-9 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 2.756.274-3;


 


17.6. Um imóvel rural denominado “FAZ. SANTA LUZIA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 264ha.
04a. 38ca. (duzentos e sessenta e quatro hectares, quatro ares,
trinta e oito centiares), matriculado sob no.
426, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.062.012.513-2 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.621.725-3;


 


17.7. Um imóvel rural denominado “FAZ. LUA CHEIA”, situado no Município de Alcobaça, Estado da Bahia, constante da área
de 78ha. 10a. 37ca. (setenta e
oito hectares, dez ares, trinta e sete centiares), matriculado sob no. 537, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950.033.062.375-1 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.847.965-3;


 


17.8. Um imóvel rural denominado “FAZ. BOM PENSAR”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 123ha.
17a. 24ca. (cento e vinte e três hectares, dezessete ares, vinte e
quatro centiares), anteriormente matriculado sob no. 14156, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1380, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.062.016.799-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.945.338-3;


 


17.9. Um imóvel rural denominado “FAZ. SOSSEGO”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 223ha. (duzentos e vinte e
três hectares), anteriormente matriculado sob
no. 12884, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1365, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.024.732-2 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.133.740-0;


 


17.10. Um imóvel rural denominado “SANTA ZILDA”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 1.785ha. 66a. (hum mil
setecentos e oitenta e cinco hectares, sessenta e seis ares), anteriormente
matriculado sob no. 14155, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Prado/BA, atualmente objeto da
matrícula no 1379, Livro 02, do Cartório de Registro de Imóveis e
Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.089.002.208-4 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.543.125-8;


 


17.11. Um imóvel rural denominado “CAMPOS DE FORA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 324ha.
99a. 83ca. (trezentos e vinte e quatro hectares, noventa e nove
ares, oitenta e três centiares), anteriormente matriculado sob no. 1818, Livro
02 do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1360, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e


 


30

















 


Reforma Agrária - INCRA, sob o CCIR no. 326.011.016.705-1 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.308.372-4;


 


17.12. Um imóvel rural denominado “FAZ. CHAPARRAL”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 5.797ha.
18a. (cinco mil, setecentos e noventa e sete hectares, dezoito
ares), anteriormente matriculado sob no. 14152, Livro 02 do Cartório de
Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1376, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.024.414-5 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.321.647-6;


 


17.13. Um imóvel rural denominado “FAZ. CANA BRAVA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 6.346ha.
37a. (seis mil, trezentos e quarenta e seis hectares, trinta e sete
ares), anteriormente matriculado sob no. 14151, Livro 02 do Cartório de
Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1375, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.089.006.700-2 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.333.555-3;


 


17.14. Um imóvel rural denominado “ALVORADA E BOA VISTA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 201ha.
03a. 07ca. (duzentos e um hectares, três ares, sete centiares),
anteriormente matriculado sob no. 14574, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA, atualmente
objeto da matrícula no 1395, Livro 02, do Cartório de Registro de
Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.015.121-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.204.858-2;


 


17.15. Um imóvel rural denominado “CARBONARI II”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 280ha. 52a. 71ca. (duzentos
e oitenta hectares, cinqüenta e dois ares, setenta e um centiares),
anteriormente matriculado sob no. 13987, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA, atualmente
objeto da matrícula no 1373, Livro 02, do Cartório de Registro de
Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950.041.988.847-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 6.768.784-9;


 


17.16. Um imóvel rural denominado “FORMOSA II”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 138ha. 88a. 68ca. (cento e
trinta e oito hectares, oitenta e oito ares, sessenta e oito centiares),
anteriormente matriculado sob no. 13986, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA, atualmente
objeto da matrícula no 1372, Livro 02, do Cartório de Registro de
Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.014.605-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.595.477-4;


 


17.17. Um imóvel rural denominado “FAZ. BOM RETIRO E OUTRAS”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 710.a.
73a. (setecentos e dez hectares, setenta e três ares), anteriormente
matriculado sob no. 14153, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Prado/BA, atualmente objeto da
matrícula no 1377, Livro 02, do Cartório de Registro de Imóveis e
Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.031.321-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.756.286-7;


 


31

















 


17.18. Um imóvel rural denominado “SÃO MARCOS”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 190ha (cento e noventa
hectares), anteriormente matriculado sob no. 13286, Livro 02 do Cartório de
Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1369, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
000.027.735.370-9 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.097.385-1;


 


17.19. Um imóvel rural denominado “FAZ. NOVA ESTRELA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 100ha.
46a. 56ca. (cem hectares, quarenta e seis ares, cinqüenta e seis
centiares), anteriormente matriculado sob no. 13635, Livro 02 do Cartório de
Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1370, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.005.657-8 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.122.156-0;


 


17.20. Um imóvel rural denominado “BOA VISTA”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 410ha. (quatrocentos e dez
hectares), anteriormente matriculado sob no. 14154, Livro 02 do Cartório de
Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1378, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.005.282-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.690.165-2;


 


17.21. Um imóvel rural denominado “CONJUNTO JUREMA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 106ha.
12a. 46ca. (cento e seis hectares, doze ares, quarenta e seis
centiares), matriculado sob no. 11927, Livro
02 do Cartório de Registro de Imóveis da Comarca de Prado/BA; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.062.016.799-4
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.945.338-3;


 


17.22. Um imóvel rural denominado “FAZ. DEUS DARÁ”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 195ha.
37a. 50ca. (cento e noventa e cinco hectares, trinta e sete ares,
cinqüenta centiares), anteriormente matriculado sob no. 14189, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1384, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.089.006.254-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.987.089-8;


 


17.23. Um imóvel rural denominado “FAZ. SANTA LUZIA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 32ha.
34a. 30ca. (trinta e dois hectares, trinta e quatro ares, trinta
centiares), anteriormente matriculado sob no. 14191, Livro 02 do Cartório de
Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1386, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
950.041.988.936-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.987.258-6;


 


17.24. Um imóvel rural denominado “FAZ. SANTA LUZIA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 197ha.
40a. 57ca. (cento e noventa e sete hectares, quarenta ares,
cinqüenta e sete centiares), anteriormente matriculado sob no. 14057, Livro 02
do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1374, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e


 


32

















 


Reforma Agrária - INCRA, sob o CCIR no. 950.041.988.944-5 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.987.258-6;


 


17.25. Um imóvel rural denominado “FAZ. NOVO HORIZONTE”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 227ha.
35a. 19ca. (duzentos e vinte e sete hectares, trinta e cinco ares,
dezenove centiares), anteriormente matriculado sob no. 14190, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1385, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.062.015.520-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.808.669-7;


 


17.26. Um imóvel rural denominado “PALHALZINHO”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 300ha. 48a. (trezentos
hectares, quarenta e oito ares), anteriormente matriculado sob no. 1796, Livro
02 do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1359, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.016.713-2 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.408.410-4;


 


17.27. Um imóvel rural denominado “SÃO BRUNO, OITEIRO DE SÃO JORGE E SÃO BRUNO”, situado no
Município de Alcobaça,  Estado da Bahia, constante da área de 707ha. 05a. 59ca. (setecentos e sete
hectares, cinco ares, cinqüenta e nove centiares), anteriormente matriculado
sob no. 14188, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Prado/BA, atualmente objeto da matrícula no
1383, Livro 02, do Cartório de Registro de Imóveis e Hipotecas 1o
Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.008.842-9 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 6.199.947-4;


 


17.28. Um imóvel rural denominado “CAMPO ALEGRE II”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 41ha.
28a. 92ca. (quarenta e um hectares, vinte e oito ares, noventa e
dois centiares), anteriormente matriculado sob no. 14303, Livro 02 do Cartório
de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1387, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
000.043.596.230-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.492.578-3;


 


17.29. Um imóvel rural denominado “CHÁCARA TRIANGULO E CAMPO ALEGRE”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 19ha.
73a. 43ca. (dezenove hectares, setenta e três ares, quarenta e três
centiares), anteriormente matriculado sob no. 14304, Livro 02 do Cartório de
Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1388, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
950.068.392.510-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.089.644-0;


 


17.30. Um imóvel rural denominado “ILHA DO URUBU E SÃO JOSÉ”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 752ha.
78a. 36ca. (setecentos e cinqüenta e dois hectares, setenta e oito
ares, trinta e seis centiares), anteriormente matriculado sob no. 14389, Livro
02 do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1391, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.023.833-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.203.360-3;


 


33
















 


17.31. Um imóvel rural denominado “FAZ. FELICIDADE”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 59ha.
40a. (cinqüenta e nove hectares, quarenta ares), anteriormente
matriculado sob no. 13865, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Prado/BA, atualmente objeto da
matrícula no 1371, Livro 02, do Cartório de Registro de Imóveis e
Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.001.260-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.972.920-1;


 


17.32. Um imóvel rural denominado “SINHÁ MOÇA”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 283ha. 47a. 50ca. (duzentos
e oitenta e três hectares, quarenta e sete ares, cinqüenta centiares),
anteriormente matriculado sob no. 14305, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA, atualmente
objeto da matrícula no 1389, Livro 02, do Cartório de Registro de
Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 306.096.004.197-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 6.199.965-2;


 


17.33. Um imóvel rural denominado “FAZ. COQUEIROS”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 72ha.
24a. 62ca. (setenta e dois hectares, vinte e quatro ares, sessenta e
dois centiares), anteriormente matriculado sob no. 13054, Livro 02 do Cartório
de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1368, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.030.910-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.928.265-7;


 


17.34. Um imóvel rural denominado “FAZ. CAIÇARA E CORINGÃO”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 137ha.
88a. 58ca. (cento e trinta e sete hectares, oitenta e oito ares,
cinqüenta e oito centiares), anteriormente matriculado sob no. 14158, Livro 02
do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1381, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.021.318-5 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.145.151-9;


 


17.35. Um imóvel rural denominado “FAZ. POMBAL”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 500ha. (quinhentos
hectares), anteriormente matriculado sob no. 13020, Livro 02 do Cartório de
Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1367, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.003.549-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.001.226-6;


 


17.36. Um imóvel rural denominado “BOA NOVA”, situado no Município de Alcobaça, Estado da Bahia, constante da área de 733ha. 32a. 69ca. (setecentos e trinta e
três hectares, trinta e dois ares, sessenta e nove centiares), anteriormente
matriculado sob no. 12706, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Prado/BA, atualmente objeto da
matrícula no 1364, Livro 02, do Cartório de Registro de Imóveis e
Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.089.003.603-4 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.217.542-8;


 


17.37. Um imóvel rural denominado “FAZ. RANCHO DA FELICIDADE”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 328ha.
26a. 84ca. (trezentos e vinte e oito hectares, vinte e seis ares,
oitenta e quatro centiares), anteriormente matriculado sob no. 12972, Livro 02
do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente


 


34

















 


objeto da
matrícula no 1366, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.008.664-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.968.332-4;


 


17.38. Um imóvel rural denominado “SÍTIO RORAIMA, JOAZEIRO E RANCHO ALEGRE”, situado no
Município de Alcobaça,  Estado da Bahia, constante da área de 97ha. 69a. 46ca. (noventa e sete hectares,
sessenta e nove ares, quarenta e seis centiares), anteriormente matriculado sob
no. 14176, Livro 02 do Cartório de Registro de Imóveis da Comarca de Prado/BA,
atualmente objeto da matrícula no 1382, Livro
02, do Cartório de Registro de Imóveis e Hipotecas 1o Ofício da
Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 000.043.835.714-9 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1.302.155-9;


 


17.39. Um imóvel rural denominado “FAZ. QUENINHA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 274ha.
71a. 80ca. (duzentos e setenta e quatro hectares, setenta e um ares,
oitenta centiares), anteriormente matriculado sob no. 14390, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1392, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
000.043.268.038-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.199.957-1;


 


17.40. Um imóvel rural denominado “RANCHO DOIS IRMÃOS E SÍTIO CANAÃ”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 89ha.
67a. 93ca. (oitenta e nove hectares, sessenta e sete ares, noventa e
três centiares), anteriormente matriculado sob no. 14376, Livro 02 do Cartório
de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1390, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.024.570-2 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.309.515-3;


 


17.41. Um imóvel rural denominado “RANCHO VERDE E PEDRA D’ÁGUA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 80ha.
(oitenta hectares), anteriormente matriculado sob no. 14377, Livro
02 do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1398, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.009.040-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.974.976-5;


 


17.42. Um imóvel rural denominado “SANTA RITA”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 71ha. 55a. 95ca. (setenta
e um hectares, cinqüenta e cinco ares, noventa e cinco centiares),
anteriormente matriculado sob no. 2502, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA, atualmente
objeto da matrícula no 1361, Livro 02, do Cartório de Registro de
Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.007.200-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.073.852-6;


 


17.43. Um imóvel rural denominado “COROA DA ONÇA”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 1.119ha.
61a. 48ca. (Hum mil, cento e dezenove hectares, sessenta e um ares,
quarenta e oito centiares), anteriormente matriculado sob no. 14535, Livro 02
do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1394, Livro 02, do Cartório de
Registro de Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
326.011.023.124-8 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.242.511-8;


 


35

















 


17.44. Um imóvel rural denominado “ALVORADA, BOA VISTA, SÃO JOSÉ, RECANTO DO ITANHÉM, REUNIDA INGAHY E SÍTIO
OLHA D’ÁGUA”, situado no Município de Alcobaça,  Estado da Bahia,
constante da área de 12ha. 01a. 73ca. (doze
hectares, um are, setenta e três centiares), anteriormente matriculado sob no.
14507, Livro 02 do Cartório de Registro de Imóveis da Comarca de Prado/BA,
atualmente objeto da matrícula no 1393, Livro
02, do Cartório de Registro de Imóveis e Hipotecas 1o Ofício da
Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 000.051.792.799-6 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 4.990.727-1;


 


17.45. Um imóvel rural denominado “FAZENDA AMPARO”, situado no Município de Alcobaça,  Estado
da Bahia, constante da área de 59ha.
37a. 63ca. (cinqüenta e nove hectares, trinta e sete ares, sessenta
e três centiares), anteriormente matriculado sob no. 4937, Livro 02 do Cartório
de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1362, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
950.050.483.877-9 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.610.046-3;


 


17.46. Um imóvel rural denominado “JUAZEIRO”, situado no Município de Alcobaça, Estado da Bahia, constante da área de 46ha. 70a. 02ca. (quarenta e seis hectares,
setenta ares, dois centiares), anteriormente matriculado sob no. 7143, Livro 02
do Cartório de Registro de Imóveis da Comarca de Prado/BA, atualmente objeto da matrícula no 1363, Livro 02, do
Cartório de Registro de Imóveis e Hipotecas 1o Ofício da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.029.610-2 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.610.048-0;


 


17.47. Um imóvel rural denominado “SANTA RITA”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 74ha. 28a. 66ca. (setenta e quatro
hectares, vinte e oito ares, sessenta e seis centiares),
anteriormente matriculado sob no. 14575, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA, atualmente
objeto da matrícula no 1396, Livro 02, do Cartório de Registro de
Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.089.004.812-1 e cadastrado
junto a Receita Federal do Brasil sob NIRF no.
0.204.857-4;


 


17.48. Um imóvel rural denominado “RECANTO DO ITANHÉM E FAZENDA CANTÃO DO ITANHÉM”, situado no
Município de Alcobaça,  Estado da Bahia, constante da área de 61ha. 21a. 58ca. (sessenta e um hectares,
vinte e um ares, cinqüenta e oito centiares), anteriormente matriculado sob no.
14576, Livro 02 do Cartório de Registro de Imóveis da Comarca de Prado/BA,
atualmente objeto da matrícula no 1397, Livro
02, do Cartório de Registro de Imóveis e Hipotecas 1o Ofício da
Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.062.021.679-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.201.893-4;


 


18. Imóveis localizados no município de CARAVELAS/BA:


 


18.1. Um imóvel
rural denominado “CÓRREGOS CHAMPION E
CALIFÓRNIA”, situado no Município de Caravelas,  Estado da Bahia,
constante da área de 270ha. 90a. 35ca (duzentos
e setenta hectares, noventa ares, trinta e cinco centiares), matriculado sob no. 3935, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.043.772.615-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.854.633-0;


 


36

















 


18.2. Um imóvel rural denominado “CÓRREGOS SÃO RODRIGUES E TAQUARÍ”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 36ha. 78a. 97ca (trinta e seis hectares,
setenta e oito ares, noventa e sete centiares), matriculado sob no. 3918, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.021.350-8 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no.6.101.282-3;


 


18.3. Um imóvel rural denominado “FORMOSA II”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 342,54ha. (trezentos e
quarenta e dois hectares e cinquenta e quatro ares), matriculado sob no. 1932, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.014.605-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 4.845.216-5;


 


18.4. Um imóvel rural denominado “FAZ. BOA SORTE”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 58ha. 31a. 67ca. (cinqüenta e oito
hectares, trinta um ares, sessenta e sete centiares), matriculado sob no. 145, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.988.880-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.203.371-9;


 


18.5. Um imóvel rural denominado “FAZENDA TROMBINHA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 373ha. 55a. 01ca. (trezentos e setenta e
três hectares, cinqüenta e cinco ares, um centiares), matriculado sob no. 4156, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.014.168-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.137.680-5;


 


18.6. Um imóvel rural denominado “CÓRREGO JABOTI”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 63ha. 34a. 16ca (sessenta e três hectares,
trinta e quatro ares, dezesseis centiares), matriculado
sob no. 2383, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.020.032.344-3 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 4.066.594-1;


 


18.7. Um imóvel rural denominado “FAZ. ESTRELA DO SUL”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 693ha. 08a. 76ca. (seiscentos e noventa e
três hectares, oito ares, setenta e seis centiares), matriculado sob no. 3895, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.022.756-8 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.625.512-7;


 


18.8. Um imóvel rural denominado “CÓRREGOS JUERANA E DAS PEDRAS”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 498ha. 19a. 57ca (quatrocentos e noventa e
oito hectares, dezenove ares, cinqüenta e sete centiares), matriculado sob no. 3928, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.017.965-2
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.308.128-4;


 


18.9. Um imóvel rural denominado “RANCHO ALVORADA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 227ha. 41a. 85ca (duzentos e vinte e sete
hectares, quarenta e um ares, oitenta e cinco centiares), matriculado sob no. 3855, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 424.250.021.431-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.510.979-6;


 


37

















 


18.10. Um imóvel rural denominado “RANCHO CALIFÓRNIA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 621ha. 54a. 97ca (seiscentos e vinte e um
hectares, cinqüenta e quatro ares, noventa e sete centiares), matriculado sob no. 3953, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.043.802.557-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.412.303-0;


 


18.11. Um imóvel rural denominado “FAZENDA VIVIANE”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 156ha. 88a. 23ca. (cento cinqüenta e seis
hectares, oitenta e oito ares e vinte e três centiares), matriculado sob no. 3727, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.017.329-8 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.502.684-1;


 


18.12. Um imóvel rural denominado “FAZENDA ESTRELA DO ORIENTE”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 114ha. 30a. 09ca. (cento e quatorze
hectares, oito ares e nove centiares), matriculado
sob no. 4211-A, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.020.026.964-3 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1.697.908-7;


 


18.13. Um imóvel rural denominado “TREVO DA TALISMÃ”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 57ha. 41a. 39ca. (cinquenta e sete
hectares, quarenta e um ares e trinta e nove centiares), matriculado sob no. 1665, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 306.096.004.650-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.592.784-6;


 


18.14. Um imóvel rural denominado “FAZENDA SOCIGRA E, F e G”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 300ha. 86a. 36ca. (trezentos hectares,
oitenta e seis ares e trinta e seis centiares), matriculado sob no. 4015, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 638.102.017.086-2 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 4.025.765-7;


 


18.15. Um imóvel rural denominado “SÃO JOÃO”, situado no Município de Caravelas, Estado da Bahia, constante da área de 37ha. 94a. 65ca. (trinta e sete hectares,
noventa e quatro ares  e sessenta e cinco
centiares), matriculado sob no. 2597, Livro
02 do Cartório de Registro de Imóveis da Comarca de Caravelas/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
326.020.029.041-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.478.841-7;


 


18.16. Um imóvel rural denominado “FAZENDA SÃO JERÔNIMO”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 421ha. 85a. 98ca. (quatrocentos vinte e um
hectares, oitenta e cinco ares e noventa e oito centiares), matriculado sob no. 3959, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 301.027.012.386-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.311.241-4;


 


18.17. Um imóvel rural denominado “FAZENDA JAQUELINE”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 136ha. 81a. 79ca. (cento trinta e seis
hectares, oitenta e um ares e setenta e nove centiares), matriculado sob no. 319, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.031.682-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.954.555-5;


 


38

















 


18.18. Um imóvel rural denominado “MIRANDÓPOLIS”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 317ha. 19a. 95ca. (trezentos e dezessete
hectares, dezenove ares e noventa e cinco centiares), matriculado sob no. 162, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.009.741-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.301.040-9;


 


18.19. Um imóvel rural denominado “SÍTIO PERUÍPE”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 40ha. 12a. 78ca. (quarenta
hectares, doze ares e setenta e oito centiares), matriculado sob no. 4006, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 306.096.004.677-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 1.968.540-8;


 


18.20. Um imóvel rural denominado “UBERLÂNDIA”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 245ha. 13a. 42ca.
(duzentos e quarenta e cinco hectares, treze ares, quarenta e dois centiares), matriculado sob no. 3879, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.016.497-3
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.970.673-2;


 


18.21. Um imóvel rural denominado “FAZENDA BELA VISTA e ESTRELA DO SUL”, situados no Município
de Caravelas,  Estado da Bahia, constante da área de 472ha. 64a. 62ca. (quatrocentos setenta e
dois hectares, sessenta e quatro ares e sessenta e dois centiares), matriculado sob no. 3903, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.035.851.400-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.927-5;


 


18.22. Um imóvel rural denominado “FAZENDA SANTA LUZIA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 84ha. 63a. 76ca. (oitenta e quatro
hectares, sessenta e três ares e setenta e seis centiares), matriculado sob no. 3896, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.018.732-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.682.544-4;


 


18.23. Um imóvel rural denominado “FAZENDA ESTRELA DO SUL”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 435ha. 71a. 60ca. (quatrocentos e trinta e
cinco hectares, setenta e um ares e sessenta centiares), matriculado sob no. 3916, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.988.677-2
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.203.380-8;


 


18.24. Um imóvel rural denominado “FAZENDA JABOTI”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 116ha. 48a. 67ca. (cento e dezesseis hectares,
quarenta e oito ares e sessenta e sete centiares), matriculado sob no. 3908, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.089.009.326-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.729.336-0;


 


18.25. Um imóvel rural denominado “FAZENDA LUCIANA e ESTRELA DO SUL”, situados no Município de Caravelas,  Estado da Bahia, constante da área de 189ha. 73a. 06ca. (cento oitenta e nove
hectares, setenta e três ares e seis centiares), matriculado sob no. 3905, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o


 


39

















 


CCIR no.
326.020.025.798-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.389.189-6;


 


18.26. Um imóvel rural denominado “FAZENDA NOVA ESPERANÇA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 220ha. 47a. 54ca. (duzentos e vinte
hectares, quarenta e sete ares e cinquenta e quatro centiares), matriculado sob no. 3636, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 435.244.015.016-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.158.229-2;


 


18.27. Um imóvel rural denominado “FAZENDA ARCO ÍRIS”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 480ha. 50a. (quatrocentos e oitenta
hectares e cinquenta ares), matriculado sob
no. 3958, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.020.029.319-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.788.135-0;


 


18.28. Um imóvel rural denominado “FAZENDA CINCO IRMÃOS”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 394ha. 91a. 55ca. (trezentos e noventa e
quatro hectares, noventa e um ares e cinquenta e cinco centiares), matriculado sob no. 3965, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.006.483-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.137.877-8;


 


18.29. Um imóvel rural denominado “FAZENDA BOA VISTA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 68ha. 08a. 88ca. (sessenta e oito hectares,
oito ares e oitenta e oito centiares), matriculado
sob no. 3985, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.020.004.880-9 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1.513.715-5;


 


18.30. Um imóvel rural denominado “FAZENDA ESTÂNCIA RIO BRAVO”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 193ha. 88a. 31ca. (cento noventa e três
hectares, oitenta e oito ares e trinta e um centiares), matriculado sob no. 3849, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.988.766-3
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.488.353-1;


 


18.31. Um imóvel rural denominado “FAZENDA ARAPONGA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 146ha. 03a. 78ca. (cento e quarenta e seis
hectares, três ares, setenta e oito centiares), matriculado sob no. 3353-A, Livro 02 do Cartório de Registro
de Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.001.171-9 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.970.620-1;


 


18.32. Um imóvel rural denominado “FORMOSINHA”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 318ha. 61a. 51ca.
(trezentos e dezoito hectares, sessenta e um ares e cinquenta e um centiares), matriculado sob no. 3234, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.015.644-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.389.205-1;


 


18.33. Um imóvel rural denominado “FAZENDA BOM JESUS”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 30ha. 88a. 81ca. (trinta
hectares, oitenta e


 


40

















 


oito ares e oitenta e um centiares), matriculado sob no. 2563, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.016.799-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.102.640-6;


 


18.34. Um imóvel rural denominado “FAZENDA BOA ESPERANÇA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 41ha. 86a. 43ca. (quarenta e um hectares,
oitenta e seis ares e quarenta e três centiares), matriculado sob no. 1021, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.008.838-8 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.853.589-6;


 


18.35. Um imóvel rural denominado “FAZENDA SÃO BERNADO”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 92ha. 33a. 36ca. (noventa e dois hectares,
trinta e três ares e trinta e seis centiares), matriculado sob no. 1463, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.043.649.031-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.853.590-0;


 


18.36. Um imóvel rural denominado “SÍTIO UNIÃO e OUTROS”, situados no Município de Caravelas,  Estado da Bahia, constante da área de 454ha. 71a. (quatrocentos e cinquenta e
quatro hectares, setenta e um ares), matriculado
sob no. 4064, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 950.017.957.640-1e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 3.831.028-7;


 


18.37. Um imóvel rural denominado “FAZENDA SANTA MARIA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 1.224ha. 19a. 16ca. (um mil duzentos e
vinte e quatro hectares, dezenove ares e dezenove centiares), matriculado sob no. 3897, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.837.792-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.543.126-6;


 


18.38. Um imóvel rural denominado “FAZENDA ARAPONGA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 36ha. 92a. 66ca. (trinta e seis hectares,
noventa e dois  ares e sessenta e seis
centiares), matriculado sob no. 3915, Livro
02 do Cartório de Registro de Imóveis da Comarca de Caravelas/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
950.068.392.537-9 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.970.620-1;


 


18.39. Um imóvel rural denominado “FAZENDA BELA VISTA e OUTRAS”, situado no
Município de Caravelas,  Estado da Bahia, constante da área de 477ha. 61a. 47ca. (quatrocentos e setenta e
sete hectares, sessenta e um  ares e
quarenta e sete centiares), matriculado sob
no. 3912, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
000.019.224.081-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.831.025-2;


 


18.40. Um imóvel rural denominado “SANTO HILÁRIO e OUTROS”, situados no Município de Caravelas,  Estado da Bahia, constante da área de 543ha. 74a. 08ca. (quinhentos e quarenta e
três hectares, setenta e quatro ares e oito centiares), matriculado sob no. 3854, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.010.090-8
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.196.249-3;


 


41

















 


18.41. Um imóvel rural denominado “FAZENDA SANTA LUZIA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 209ha. 68a. 60ca. (duzentos e nove
hectares, sessenta e oito ares, sessenta centiares), registrado sob nos 14 e 15
da matrícula 1352, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.018.180-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.968.696-0;


 


18.42. Um imóvel rural denominado “SANTA RITA e SANTO AMARO”, situados no Município de Caravelas,  Estado da Bahia, constante da área de 318ha. 23a. 42ca. (trezentos e dezoito
hectares, vinte e três ares e quarenta e dois centiares), matriculado sob no. 3907, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.988.731-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.987.198-9;


 


18.43. Um imóvel rural denominado “FAZENDA JUAZEIRO e SANTO ANTONIO”, situados no Município de Caravelas,  Estado da Bahia, constante da área de 412ha. 11a. 82ca. (quatrocentos e doze
hectares, onze ares e oitenta e dois centiares), matriculado sob no. 3853, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.035.690.198-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 4.066.597-6;


 


18.44. Um imóvel rural denominado “FAZENDA CÓRREGO SANTANA”, situado no Município de Caravelas,  Estado da Bahia, constante da área de 69ha. 95a. 98ca. (sessenta e nove hectares,
noventa e cinco ares, noventa e oito centiares), matriculado sob no. 4165, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.089.007.544-7 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.675.779-0.


 


19. Imóveis localizados no município de IBIRAPOÃ/BA.


 


19.1. Um imóvel rural denominado “SITIO VITÓRIA” e “SITIO IPANEMA”, antigos
Sitio do Canto e Arabela I, situados no Município de Ibirapoã,  Estado da Bahia, constante
da área de 33ha. 95a. 58ca.
(trinta e três hectares, noventa e cinco ares e cinquenta e oito centiares), matriculado sob no. 472, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.009.458-3
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.930.767-6;


 


19.2. Um imóvel rural denominado “FAZENDA FELIZ”, antigos Conjunto Bela Vista, situado no
Município de Ibirapoã,  Estado da Bahia, constante da área de 503ha. 34a. 37ca. (quinhentos e três
hectares, trinta e quatro ares e trinta e sete centiares), matriculado sob no. 420, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA,
sob o CCIR no. 325.023.004.294-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.519.400-3;


 


19.3. Um imóvel rural denominado “BELO HORIZONTE”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 83ha.
11a. 74ca. (oitenta e três hectares, onze ares e setenta e quatro
centiares), matriculado sob no. 482, Livro 02
do Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.988.839-2
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.008.971-7;


 


19.4. Um imóvel rural denominado “FAZENDA PERUYPE”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 254ha.
89a. 96ca. (duzentos
cinquenta e


 


42

















 


quatro hectares, oitenta e nove ares e noventa
e seis centiares), matriculado sob no. 413,
Livro 02 do Cartório de Registro de Imóveis da Comarca de
Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
325.023.006.270-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.433.173-8;


 


19.5. Um imóvel rural denominado “FAZENDA TALITA e VAI QUEM QUER - AI-609”, situados no Município
de Ibirapoã,  Estado da Bahia, constante da área de 367ha. 53a. 94ca. (trezentos sessenta e
sete hectares, cinquenta e três ares e noventa e quatro centiares), matriculado sob no. 513, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.009.350-1
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.506.826-9;


 


19.6. Um imóvel rural denominado “FAZENDA XANADÚ” e “FAZENDA SANTA ROSA”, situados no Município
de Ibirapoã,  Estado da Bahia, constante da área de 113ha. 59a. 41ca. (cento e treze hectares,
cinquenta e nove ares e quarenta e um centiares), matriculado sob no. 428, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 325.023.002.585-9 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.519.556-5;


 


19.7. Um imóvel rural denominado “FAZENDA ARIZONA”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 69ha.
01a. 23ca. (sessenta e nove hectares, um ares e vinte e três
centiares), matriculado sob no. 425, Livro 02
do Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.008.567-3
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.307.444-0;


 


19.8. Um imóvel rural denominado “NOVA ALEGRIA”, antiga Santa Maria, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 401ha
(quatrocentos e um hectares), matriculado
sob no. 673, Livro 2-C do Cartório de Registro de Imóveis da Comarca
de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.020.837.792-5 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 7.270.551-5;


 


19.9. Um imóvel rural denominado “RANCHO DALLAS” e “FAZENDA BOA VISTA”, situados no Município
de Ibirapoã,  Estado da Bahia, constante da área de 109ha. 98a. 54ca. (cento e nove hectares,
noventa e oito ares e quatro centiares), matriculado
sob no. 525, Livro 2-B do Cartório de Registro de Imóveis da Comarca
de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 325.023.006.297-5 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 0.661.146-0;


 


19.10. Um imóvel rural denominado “FAZENDA BOA ESPERANÇA”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 191ha.
31a. 41ca . (cento noventa e nove hectares, trinta e um ares e
quarenta e um centiares), matriculado sob no.
499, Livro 2-B do Cartório de Registro de Imóveis da Comarca de
Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
325.023.005.587-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.960.768-5;


 


19.11. Um imóvel rural denominado “FAZENDA DO QUILOMBO” e “FAZENDA BARRA 2-S”, situado no
Município de Ibirapoã,  Estado da Bahia, constante da área de 770ha. 63a. 56ca. (setecentos setenta
hectares, sessenta e três ares, cinquenta e seis centiares), matriculado sob no. 487, Livro 2-B do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.008.761-7
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.729.447-1;


 


43
















 


19.12. Um imóvel rural denominado “VISTA ALEGRE”, situado no Município de Ibirapoã, Estado da Bahia, constante da
área de 85ha. 88a. 24ca.  (oitenta e cinco hectares, oitenta e oito
ares e vinte e quatro centiares), matriculado
sob no. 423, Livro 2-A do Cartório de Registro de Imóveis da Comarca
de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 325.023.002.755-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 2.755.461-9;


 


19.13. Um imóvel rural denominado “FAZENDA SANTA MARIA - AI-584”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 336ha.
67a. 54ca.  (trezentos
trinta e seis hectares, sessenta e sete ares e cinquenta e quatro centiares), matriculado sob no. 509, Livro 2-B do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.007.218-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.596.172-6;


 


19.14. Um imóvel rural denominado “FAZENDA DA PEDRA”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 70ha.
68a. 91ca.  (setenta
hectares, sessenta e oito ares e noventa e um centiares), matriculado sob no. 459, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.043.505.161-8
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.184.411-7;


 


19.15. Um imóvel rural denominado “FAZENDA VILAVERDE”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 152ha.
19a. 03ca.  (cento e
cinquenta e dois hectares, dezenove ares e três centiares), matriculado sob no. 516, Livro 2-B do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.006.017-4
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.616.401-6;


 


19.16. Um imóvel rural denominado “CANAÃ PRIMEIRA”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 439ha.
94a. 56ca.  (quatrocentos
trinta e nove hectares, noventa e quatro ares e cinquenta e seis centiares), matriculado sob no. 533, Livro 2-B do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.002.798-3
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.612.635-4;


 


19.17. Um imóvel rural denominado “FAZENDA JUAZEIRO”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 474ha.
05a. 19ca.  (quatrocentos
setenta e quatro hectares, cinco ares e dezenove centiares), matriculado sob no. 529, Livro 2-B do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.007.587-2
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.133.739-7;


 


19.18. Um imóvel rural denominado “SITIO ELDORADO”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 25ha.
37a. 10ca.  (vinte e
cinco hectares, trinta e sete ares e dez centiares), matriculado sob no. 445, Livro 2-A do Cartório de Registro de
Imóveis da Comarca de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950.041.988.758-2 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.087.194-3;


 


19.19. Um imóvel rural denominado “SANTA LUZIA e OUTROS”, situados no Município de Ibirapoã,  Estado
da Bahia, constante da área de 363ha.
33a. 84ca.  (trezentos
sessenta e três hectares, tinta e três ares e oitenta e quatro centiares), matriculado sob no. 422, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.041.198.910-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.625.519-4;


 


44

















 


19.20. Um imóvel rural denominado “FAZENDA HORIZONTE”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 32ha.
92a. 95ca.  (trinta e
dois hectares, noventa e dois ares e noventa e cinco centiares), matriculado sob no. 458, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.008.974-1
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.051.576-1;


 


19.21. Um imóvel rural denominado “FAZENDA LUCAS NOVO”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 53ha.
58a. 81ca.  (cinquenta e
três hectares, cinquenta e um ares e oitenta e um centiares), matriculado sob no. 505, Livro 2-B do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.027.032.379-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.437.010-2;


 


19.22. Um imóvel rural denominado “FAZENDA SIMBRASIL”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 716ha.
25a. 22ca.  (setecentos
e dezesseis hectares, noventa e cinco ares e vinte e dois centiares), matriculado sob no. 457, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.006.068-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.625.434-1;


 


19.23. Um imóvel rural denominado “RANCHO ROCHEDO e OUTROS”, situados no Município de Ibirapoã,  Estado
da Bahia, constante da área de 841ha.
89a. 90ca.  (oitocentos
quarenta e um hectares, oitenta e nove ares e noventa centiares), matriculado sob no. 415, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 325.023.002.429-1
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.919.058-0;


 


19.24. Um imóvel rural denominado “FAZENDA PEDRA”, situado no Município de Ibirapoã,  Estado
da Bahia, constante da área de 310ha.
17a. 50ca. (trezentos e dez hectares, dezessete ares e cinquenta
centiares), matriculado sob no. 416, Livro
2-A do Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
950.041.988.901-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.729.379-3;


 


19.25. Um imóvel rural denominado “LAGOA DOURADA” situado no Município Ibirapoã, Estado da Bahia, constante da
área de 19ha. 45a. 11ca.  (dezenove hectares, quarenta e cinco ares
e onze centiares), matriculado sob no. 515,
Livro 2-B do Cartório de Registro de Imóveis da Comarca de
Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
325.023.006.459-5 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.129.979-7;


 


19.26. Um imóvel rural denominado “FAZENDA LUCAS NOVO” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 133ha.
30a. 84ca . (cento trinta e três hectares, trinta ares e oitenta e
quatro centiares), matriculado sob no. 467,
Livro 2-A do Cartório de Registro de Imóveis da Comarca de
Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
325.023.007.714-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.051.574-5;


 


19.27. Um imóvel rural denominado “FAZENDA SANTA ROSA” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 179ha.
29a. 33ca.  (cento
setenta e novo hectares, vinte e nove ares e trinta e três centiares), matriculado sob no. 471, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.050.483.842-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 7.242.321-8;


 


45

















 


19.28. Um imóvel rural denominado “CONJUNTO OURO VERDE” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 3.006ha.
03a. 08ca.  (três mil e
seis hectares, três ares e oito centiares), matriculado
sob no. 447, Livro 2-A do Cartório de Registro de Imóveis da Comarca
de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 325.023.008.613-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1.786.922-6;


 


19.29. Um imóvel rural denominado “FAZENDA OURO VERDE” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 299ha.
38a. 42ca. (duzentos noventa e nove hectares, trinta e oito ares e
quarenta e dois centiares), matriculado sob
no. 530, Livro 2-B do Cartório de Registro de Imóveis da Comarca de
Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
325.058.004.073-7 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.661.059-5;


 


19.30. Um imóvel rural denominado “NOVA ERA” situado no Município Ibirapoã,  Estado da Bahia, constante
da área de 77ha. 99a. 16ca.
(setenta e sete hectares, noventa e nove ares e dezesseis centiares), matriculado sob no. 518, Livro 2-B do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.988.740-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.199.952-0;


 


19.31. Um imóvel rural denominado “FAZENDA PRIMAVERA e OUTROS” situados no Município Ibirapoã,  Estado
da Bahia, constante da área de 514ha.
48a. 35ca . (quinhentos e quatorze hectares, quarenta e oito ares e
trinta e cinco centiares), matriculado sob
no. 446, Livro 2-A do Cartório de Registro de Imóveis da Comarca de
Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.046.015.997-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.987.156-3;


 


19.32. Um imóvel rural denominado “FAZENDA UNIÃO” situado no Município Ibirapoã, Estado da Bahia, constante da
área de 115ha. 85a. 93ca.  (cento e quinze hectares, oitenta e cinco
ares e noventa e três centiares), matriculado
sob no. 475, Livro 2-A do Cartório de Registro de Imóveis da Comarca
de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 325.023.007.196-6 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 2.803.261-6;


 


19.33. Um imóvel rural denominado “FAZENDA MONTE BELO” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 69ha.
11a. 32ca.  (sessenta e
nove hectares, onze ares e trinta e dois centiares), matriculado sob no. 517, Livro 2-A do Cartório de Registro de
Imóveis da Comarca de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.027.732.176-9 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 4.907.364-8;


 


19.34. Um imóvel rural denominado “SANTA LUZIA e OUTRAS” situados no Município Ibirapoã,  Estado
da Bahia, constante da área de 136ha.
85a. 77ca.  (cento e
trinta e seis hectares, oitenta e cinco ares e setenta e sete centiares), matriculado sob no. 427, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 415.065.011.517-8 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.519.554-9;


 


19.35. Um imóvel rural denominado “FAZENDA PLANALTO” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 514ha.
93a. 18ca.  (quinhentos
e quatorze hectares, noventa e três ares e dezoito centiares), matriculado sob no. 426, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 325.023.003.506-4 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.519.555-7;


 


46

















 


19.36. Um imóvel rural denominado “FAZENDA DA PEDRA” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 392ha.
94a. 83ca. (trezentos noventa e dois hectares, noventa e quatro ares
e oitenta e três centiares), matriculado sob
no. 490, Livro 2-A do Cartório de Registro de Imóveis da Comarca de
Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
000.027.732.940-9 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.130.255-1;


 


19.37. Um imóvel rural denominado “FAZENDA CINCO ESTRELAS” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 246ha.
68a. 95ca.  (duzentos
quarenta e seis hectares, sessenta e oito ares e cinco centiares), matriculado sob no. 478, Livro 2-A do Cartório
de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este cadastrado junto
ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 950.041.988.782-5 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.987.083-4;


 


19.38. Um imóvel rural denominado “FAZENDA NACIONAL” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 429ha.
05a. 84ca. (quatrocentos vinte e nove hectares, cinco ares e oitenta
e quatro e cinco centiares), matriculado sob
no. 414, Livro 2-A do Cartório de Registro de Imóveis da Comarca de
Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
325.023.004.405-5 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.221.573-0;


 


19.39. Um imóvel rural denominado “FAZENDA ELDORADO” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 272ha.
33a. 79ca.  (duzentos e
setenta e dois hectares, trinta e três ares e setenta e nove centiares), matriculado sob no. 443, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 306.010.017.167-1
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.800.020-2;


 


19.40. Um imóvel rural denominado “FAZENDA LA LUNA e OUTROS” situados no Município Ibirapoã,  Estado
da Bahia, constante da área de 87ha.
73a. 45ca.  (oitenta e
sete hectares, setenta e três ares e quarenta e cinco centiares), matriculado sob no. 470, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.027.732.966-2
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.239.976-1;


 


19.41. Um imóvel rural denominado “BOA ESPERANÇA e BEIJA FLOR” situado no Município Ibirapoã,  Estado
da Bahia, constante da área de 37ha.
42a. 59ca.  (trinta e
sete hectares, quarenta e dois ares e cinquenta e nove centiares), matriculado sob no. 444, Livro 2-A do
Cartório de Registro de Imóveis da Comarca de Ibirapoã/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 306.207.053.678-8
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.891.706-0.


 


20. Imóveis localizados no município de MUCURI/BA.


 


20.1. Um imóvel rural denominado “OLHOS D’ÁGUA e FEUDSPATO”, situado no
Município de Mucuri,  Estado da Bahia, constante da área de 475ha. 08a. (quatrocentos setenta e cinco
hectares e oito ares), matriculado sob no.
625, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Mucuri/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
326.038.018.112-9 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.095.650-9;


 


20.2. Um imóvel rural denominado “FAZENDA MODELO”, situado no Município de Mucuri,  Estado
da Bahia, constante da área de 211ha.
30a.  28ca. (duzentos e
onze hectares, trinta ares e vinte e oito centiares), matriculado sob no. 787, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de


 


47

















 


Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.038.018.597-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.223.553-6;


 


20.3. Um imóvel rural denominado “FAZENDA NOVA OLINDA”, situado no Município de Mucuri,  Estado
da Bahia, constante da área de 50ha.
15a. 91ca. (cinquenta hectares, quinze ares e noventa e um
centiares), matriculado sob no. 1329, Livro
02 do Cartório de Registro de Imóveis da Comarca de Mucuri/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
326.038.010.758-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.138.043-8;


 


20.4. Um imóvel rural denominado “BLOCO ARCEL 02 MUC”, situado no Município de Mucuri,  Estado
da Bahia, constante da área de 27ha.
60a. (vinte e sete hectares e sessenta ares), matriculado sob no. 1932, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000.019.263.303-6 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 4.911.856-0;


 


20.5. Um imóvel rural denominado “ESTRELA D’ALVA”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 103ha. 07a. (cento e três
hectares e sete ares), matriculado sob no.
1927, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Mucuri/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
000.019.263.290-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4-911.817-0;


 


20.6. Um imóvel rural denominado “PROPRIEDADE ARCEL 01”, situado no Município de Mucuri,  Estado
da Bahia, constante da área de 3.560ha.
67a. 77ca. (três quinhentos e sessenta hectares, sessenta e sete
ares e setenta e sete centiares), matriculado
sob no. 1100, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Mucuri/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.038.001.678-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.211.629-4.


 


21. Imóveis localizados no município de NOVA VIÇOSA/BA.


 


21.1. Um imóvel rural denominado “DALLAS”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 86ha. 74a. 86ca. (oitenta
e seis hectares, setenta e quatro ares e oitenta e seis centiares), matriculado sob no. 56, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 265.071.053.600-9
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.309.555-2;


 


21.2. Um imóvel rural denominado “SÃO JOÃO”, situado no Município de Nova Viçosa, Estado da Bahia, constante da área de 35ha. (trinta e cinco hectares), matriculado sob no. 768, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.986.500-7
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.987.545-3;


 


21.3. Um imóvel rural denominado “RETIRO SAUDOSO e OUTROS”, situado no Município de Nova Viçosa,  Estado da Bahia, constante da área de 349ha. 18a. e 91ca. (trezentos e quarenta e
nove hectares, dezoito ares e noventa e um centiares), matriculado sob no. 1183, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.046.017.710-6
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.220.876-4;


 


21.4. Um imóvel rural denominado “SAUNA”, situado no Município de Nova Viçosa,  Estado da Bahia,
constante da área de 135ha. 11a. e 63ca. (cento
trinta e cinco hectares, onze ares e


 


48

















 


sessenta e três centiares), matriculado sob no. 901, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.046.003.417-8
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0.189.837-0;


 


21.5. Um imóvel rural denominado “FAZENDA A SIMPATIA”, situado no Município de Nova Viçosa,  Estado da Bahia, constante da área de 224ha. 02a. 40ca. (duzentos e vinte e
quatro hectares, dois ares, quarenta centiares), matriculado sob no. 753, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.046.003.301-5 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 0.601.192-6;


 


21.6. Um imóvel rural denominado “BOM SOSSEGO”, situado no Município de Nova Viçosa,  Estado da Bahia, constante da área de 123ha. 17a. 89ca. (cento e vinte e três
hectares, dezessete ares, oitenta e nove centiares), matriculado sob no. 160, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.046.001.236-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.803.460-0;


 


21.7. Um imóvel rural denominado “FAZENDA BOM DESTINO”, situado no Município de Nova Viçosa,  Estado da Bahia, constante da área de 239ha. 73a. 60ca. (duzentos e trinta e nove
hectares e setenta e três ares, sessenta centiares), matriculado sob no. 529, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.046.006.068-3 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.525.816-6;


 


21.8. Um imóvel rural denominado “FAZENDA SANTA LUZIA”, situado no Município de Nova Viçosa,  Estado da Bahia, constante da área de 42ha. 18a. 62ca. (quarenta e dois hectares
e dezoito ares, sessenta e dois centiares), matriculado
sob no. 1219, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.046.015.725-3 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 2.443.726-3;


 


21.9. Um imóvel rural denominado “BOM SOSSEGO”, situado no Município de Nova Viçosa,  Estado da Bahia, constante da área de 25ha. 43a. 99ca. (vinte e cinco hectares e
quarenta e três ares, noventa e nove centiares), matriculado sob no. 865, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.046.007.455-2 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 6.294.652-8;


 


21.10. Um imóvel rural denominado “FAZENDA HUMAITÁ E FAZENDA RIO DA SOUZA”, situado no Município
de Nova Viçosa,  Estado da Bahia, constante da área de 316ha. 16a. 22ca. (trezentos e dezesseis
hectares e dezesseis ares, noventa e vinte e dois centiares), matriculado sob no. 1139, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.046.006.874-9 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.987.003-6;


 


21.11. Um imóvel rural denominado “FAZENDA COLÔNIA NOVA”, situado no Município de Nova Viçosa,  Estado da Bahia, constante da área de 196ha. 32a. 96ca. (cento e noventa e seis
hectares e trinta e dois ares, noventa e seis centiares), matriculado sob no. 633, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.035.742.732-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.031.068-0;


 


21.12. Um imóvel rural denominado “FAZENDA SANTA CECÍLIA”, situado no Município de Nova Viçosa,  Estado da Bahia, constante da área de 37ha. 46a. 85ca. (trinta e
sete hectares


 


49

















 


e quarenta e seis ares, oitenta e cinco
centiares), matriculado sob no. 1503, Livro
02 do Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
326.046.022.292-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.435.536-5.


 


22. Imóveis localizados no município de TEIXEIRA DE FREITAS/BA.


 


22.1. Um imóvel rural denominado “FAZENDA JUREMA e OUTROS”, situados no Município de Teixeira de Freitas,  Estado da Bahia, constante da área de 232ha. 51a. 95ca. (duzentos trinta e dois
hectares, cinquenta e um ares e noventa e cinco centiares), matriculado sob no. 6827, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Teixeira de Freitas/BA; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 265.071.053.325-5
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.350.564-3;


 


22.2. Um imóvel rural denominado “RANCHO GOOL III”, situado no Município de Teixeira de Freitas,  Estado da Bahia, constante da área de 139ha. 55a. (cento e trinta e nove
hectares, e cinqüenta e cinco ares), matriculado
sob no. 9367, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Teixeira de Freitas/BA; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.031.348-0 e cadastrado junto a Receita
Federal do Brasil sob NIRF no. 4.259.220-8;


 


22.3. Um imóvel rural denominado “NOVA ALVORADA”, situado no Município de Teixeira de Freitas,  Estado da Bahia, constante da área de 211ha. 60a. 07ca. (duzentos e onze hectares
e sessenta ares, sete centiares), matriculado
sob no. 3690, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Teixeira de Freitas/BA; Imóvel este cadastrado junto ao Instituto Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.032.964-6 e cadastrado junto a Receita
Federal do Brasil sob NIRF no. 1.407.653-5;


 


22.4. Um imóvel rural denominado “CONJUNTO SANTO ANTONIO DE PÁDUA”, situado no Município de Teixeira de Freitas,  Estado da Bahia, constante da área de 377ha. 59a. 89ca. (trezentos e setenta e
sete hectares e cinqüenta e nove ares, oitenta e nove centiares), matriculado sob no. 7885, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Teixeira de Freitas/BA; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 950.041.988.774-4 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 6.621.710-5.


 


I.
PROPRIEDADES DA MUCURI AGROFLORESTAL S.A.


 


1. Imóvel localizado no município de ARACRUZ/ES:


 


Um imóvel rural denominado “Cachoeira do Limão”, situado no Município
de Aracruz, Estado do Espírito Santo,
constante da área de 1532,27ha (um
mil, quinhentos e trinta e dois hectares e vinte e sete ares), matriculado sob no. 11413, Livro 2-AN do
Cartório de Registro de Imóveis da Comarca de Aracruz/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503010255157-0
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 0211594-8.


 


2. Imóveis localizados no município de CONCEIÇÃO DA BARRA/ES:


 


2.1. Um imóvel rural denominado “Bloco 30 BSC - CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 120,80ha (cento e vinte
hectares e oitenta ares), matriculado sob no.
720, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de


 


50

















 


Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503029261262-6 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 3514948-5;


 


2.2. Um imóvel rural denominado “Bloco 38 BSC - CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 62,00ha (sessenta e dois
hectares), matriculado sob no. 721, Livro 02
do Cartório de Registro de Imóveis da Comarca de Conceição da Barra/ES; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029000647-8 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 1145064-9;


 


2.3. Um imóvel rural denominado “Bloco 31 BSC - CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 410,58ha (quatrocentos e dez
hectares e cinqüenta e oito ares), matriculado
sob no. 2623, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503029002666-5 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1144987-0;


 


2.4. Um imóvel rural denominado “Bloco 37 BSC - CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 302,20ha (trezentos e dois
hectares e vinte ares), matriculado sob no.
6800, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503029005312-3 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1145063-0;


 


2.5. Um imóvel rural denominado “Bloco 35 BSC CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 94,4928ha (noventa e quatro
hectares, quarenta e nove ares e vinte e oito centiares), matriculado sob no. 837, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Conceição da Barra/ES; Imóvel
este cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503029002887-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 1144991-8;


 


2.6. Um imóvel rural denominado “Bloco 36 BSC CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 406,6035 (quatrocentos e seis
hectares, sessenta ares e trinta e cinco centiares), matriculado sob no. 6773, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Conceição da Barra/ES; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503029004570-8 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 1144992-6;


 


2.7. Um imóvel rural denominado “Bloco C BSC - CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 447,75ha (quatrocentos e quarenta
e sete hectares, setenta e cinco ares), matriculado
sob no. 6878, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503029003280-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1145069-0;


 


2.8. Um imóvel rural denominado “Bloco 34 BSC - CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 74,80ha (setenta e quatro
hectares e oitenta ares), matriculado sob no.
140, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Conceição da Barra/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503029000043-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1144990-0;


 


2.9. Um imóvel rural denominado “Bloco 29 BSC - CB”, situado no Município de Conceição da Barra,  Estado do Espírito Santo, constante da área
de 51,7333ha (cinqüenta e um
hectares, setenta e três ares e trinta e três centiares), matriculado sob no. 2667, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Conceição da Barra/ES; Imóvel
este cadastrado


 


51

















 


junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503029013986-9 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3514947-7.


 


3. Imóveis localizados no município de FUNDÃO/ES:


 


3.1. Um imóvel rural denominado “Fazenda Santa Barbara 01”, situado no Município de Fundão,  Estado
do Espírito Santo, constante da área de 291,20ha (duzentos e noventa e um hectares e vinte ares), matriculado sob no. 581, Livro 2-C do
Cartório de Registro de Imóveis da Comarca de Fundão/ES; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503037005193-8 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 0210362-1;


 


3.2. Um imóvel rural denominado “ Fazenda Santa Barbara 02”, situado no Município de Fundão,  Estado
do Espírito Santo, constante da área de 27,00ha (vinte e sete hectares), matriculado sob no. 582, Livro 2-C do Cartório de Registro de
Imóveis da Comarca de Fundão/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 816043146293-8 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 5845817-4.


 


4. Imóvel localizado no município de PINHEIRO/ES:


 


Um imóvel rural denominado “Bloco 28 BSC - PIN”, situado no Município
de Pinheiro, Estado do Espírito Santo,
constante da área de 821,84ha (oitocentos
e vinte e um hectares e oitenta e quatro ares), matriculado sob no. 2079, Livro 2-F do Cartório de Registro de
Imóveis da Comarca de Pinheiro/ES; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 503053011541-5 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 1144973-0.


 


5. Imóveis localizados no município de SÃO MATEUS/ES:


 


5.1. Um imóvel rural denominado “CÓRREGO JACARANDÁ”, situado no Município de São Mateus, Estado do Espírito Santo,
constante da área de 92ha. 87a. 38ca.
(noventa e dois hectares, oitenta e sete ares e trinta e oito centiares), matriculado sob no. 1019, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503.061.023.140-8
e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.145.001-0;


 


5.2. Um imóvel rural denominado “Bloco 24 BSC - SM”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 1227,47ha (Um mil, duzentos e vinte e sete
hectares, quarenta e sete ares), matriculado
sob no. 15222, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503061025607-9 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1145004-5;


 


5.3. Um imóvel rural denominado “Bloco 23 BSC - SM”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 118,20ha (cento e dezoito hectares e vinte
ares), matriculado sob no. 18361, Livro 02
do Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503061002607-3 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 1145003-7;


 


5.4. Um imóvel rural denominado “Bloco 22 BSC - SM”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 415,00ha (quatrocentos e quinze hectares), matriculado sob no. 8635, Livro 02 do
Cartório de Registro de Imóveis da Comarca de São Mateus/ES; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 503061002585-9 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 1145002-9;


 


52

















 


5.5. Um imóvel rural denominado “Bloco 25 BSC - SM”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 999,90ha (novecentos e noventa e nove
hectares e noventa ares), matriculado sob no.
191, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503061269123-6 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1145005-3;


 


5.6. Um imóvel rural denominado “Bloco 26 BSC - SM”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 511,27ha (quinhentos e onze hectares e
vinte e sete ares), matriculado sob no.
18447, Livro 02 do Cartório de Registro de Imóveis da Comarca de São
Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
503061005703-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1145006-1;


 


5.7. Um imóvel rural denominado “Bloco 27 BSC - SM”, situado no Município de São Mateus,  Estado do Espírito Santo, constante da área de 346,60ha (trezentos e quarenta e seis
hectares e sessenta centiares), matriculado
sob no. 1016, Livro 02 do Cartório de Registro de Imóveis da Comarca
de São Mateus/ES; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 503061261238-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 1145007-0.


 


6. Imóveis localizados no município de ALCOBAÇA/BA:


 


6.1. Um imóvel rural denominado “BLOCO 01 ALC - A”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 1.071ha. 37a. (mil e
setenta e um hectares e trinta e sete ares), matriculado
sob no. 776, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.011.031.844-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 3.829.930-5;


 


6.2. Um imóvel rural denominado “BLOCO 01 ALC - B”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 4.042ha (quatro mil e
quarenta e dois hectares), matriculado sob
no. 796, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.031.844-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.930-5;


 


6.3. Um imóvel rural denominado “BLOCO 01 ALC - C”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 596ha. 33a. (quinhentos e
noventa e seis hectares e trinta e três ares), matriculado sob no. 777, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.031.844-0 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 3.829.930-5;


 


6.4. Um imóvel rural denominado “BLOCO 01 ALC - D”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 77ha. 18a. (setenta e sete
hectares e dezoito ares), matriculado sob no.
150, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.031.844-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.930-5;


 


6.5. Um imóvel rural denominado “BLOCO 01 ALC - E”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 2.292ha. 82a. (dois mil
duzentos e noventa e dois hectares e oitenta e dois ares), matriculado sob no. 787, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Alcobaça/BA; Imóvel este
cadastrado junto ao Instituto Nacional de


 


53
















 


Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.031.844-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.930-5;


 


6.6. Um imóvel rural denominado “BLOCO 01 ALC - J”, situado no Município de
Alcobaça, Estado da Bahia, constante
da área de 92ha. 69a. (noventa e
dois hectares e sessenta e nove ares), matriculado
sob no. 788, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.011.031.844-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 3.829.930-5;


 


6.7. Um imóvel rural denominado “BLOCO 01 ALC - K”, situado no Município de
Alcobaça, Estado da Bahia,
constante da área de 3.312ha. 24a. (três
mil trezentos e doze hectares e vinte e quatro ares), matriculado sob no. 789, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Alcobaça/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.011.031.844-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.930-5;


 


6.8. Um imóvel rural denominado “BLOCO 01 ALC - L”, situado no Município de
Alcobaça, Estado da Bahia,
constante da área de 303ha. 15a. (trezentos
e três hectares e quinze ares), matriculado
sob no. 786, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.011.031.844-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 3.829.930-5;


 


6.9. Um imóvel rural denominado “BLOCO 01 ALC - M”, situado no Município de
Alcobaça,  Estado da Bahia, constante da área de 1.215ha. 05a. (mil duzentos e quinze
hectares e cinco ares), matriculado sob no.
768, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.011.031.844-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.930-5;


 


6.10. Um imóvel rural denominado “BLOCO 03 ALC”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 6.006ha. 99a. 35ca (seis
mil e seis hectares e noventa e nove ares e trinta e cinco centiares), matriculado sob no. 168, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Alcobaça/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.011.018.309-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.323.156-4;


 


6.11. Um imóvel rural denominado “BLOCO 05 ALC”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 1.327ha. 20a. 30ca (mil
trezentos e vinte e sete hectares e vinte ares, trinta centiares),
anteriormente matriculado sob no.
14.578, Livro 02 do Cartório de Registro de Imóveis da Comarca de Prado/BA,
atualmente objeto da matrícula no 1356, Livro
02, do Cartório de Registro de Imóveis e Hipotecas 1o Ofício da
Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.062.308.528-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 2.323.201-3;


 


6.12. Um imóvel rural denominado “BLOCO 06 ALC”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 809ha. 84a. 63ca (oitocentos
e nove hectares e oitenta e quatro ares, sessenta e três centiares),
anteriormente matriculado sob no. 13629, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA, atualmente
objeto da matrícula no 1354, Livro 02, do Cartório de Registro de
Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.013.676-8 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.323.157-2;


 


54

















 


6.13. Um imóvel rural denominado “RESERVA, JACARANDÁ DE CIMA E FUTUROSA”,
situado no Município de Alcobaça,  Estado da Bahia, constante da área de 528ha. 98a. 77ca (quinhentos e vinte e oito
hectares e noventa e oito ares, setenta e sete centiares), anteriormente
matriculado sob no. 14.577, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Prado/BA, atualmente objeto da
matrícula no 1355, Livro 02, do Cartório de Registro de Imóveis e
Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.031.003-2 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 2.313.059-8;


 


6.14. Um imóvel rural denominado “BLOCO 13 ALC”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 587ha. 12a. 74ca (quinhentos
e oitenta e sete hectares e doze ares, setenta e quatro centiares),
anteriormente matriculado sob no. 14.579, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Prado/BA, atualmente
objeto da matrícula no 1357, Livro 02, do Cartório de Registro de
Imóveis e Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.011.010.693-1 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 5.074.651-0;


 


6.15. Um imóvel rural denominado “BLOCO 15 ALC”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 117ha. 12a. 75ca (cento e
dezessete hectares e doze ares, setenta e cinco centiares), anteriormente
matriculado sob no. 12478, Livro 02 do Cartório de Registro de Imóveis da
Comarca de Prado/BA, atualmente objeto da
matrícula no 1353, Livro 02, do Cartório de Registro de Imóveis e
Hipotecas 1o Ofício da Comarca de Alcobaça/BA; Imóvel este cadastrado junto ao
Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.089.003.220-9 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 3.829.906-2;


 


6.16. Um imóvel rural denominado “BLOCO 16 ALC”, situado no Município de Alcobaça, Estado da Bahia, constante da
área de 900ha. 69a. 47ca (novecentos
hectares e sessenta e nove ares, quarenta e sete centiares), matriculado sob no. 358, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Alcobaça/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 807.010.018.490-4 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.075.069-0.


 


7. Imóvel localizado no
município de IBIRAPOÃ/BA:


 


Um
imóvel rural denominado “BLOCO 02 IBI”,
situado no Município de Ibirapoã,  Estado da Bahia, constante da área de 150,2806ha (cento e cinqüenta hectares,
vinte oito ares e seis centiares), matriculado
sob no. 626, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Ibirapoã/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326020014443-3e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3829929-1.


 


8. Imóveis localizados no município de MUCURI/BA:


 


8.1. Um imóvel rural denominado “BLOCO 02 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 2034,0443ha (dois mil e trinta
e quatro hectares, quatro ares e quarenta e três centiares), matriculado sob no. 1118, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038021369-1e cadastrado junto a
Receita Federal do Brasil sob NIRF no. 2323077-0;


 


8.2. Um imóvel rural denominado “BLOCO 03 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 1051,3090ha (um mil e cinqüenta
e um hectares, trinta ares e noventa centiares), matriculado sob no. 1853, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado junto ao Instituto
Nacional de


 


55

















 


Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326038020222-3e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2323025-8;


 


8.3. Um imóvel rural denominado “BLOCO 04 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 1683,5404ha (um mil seiscentos
e oitenta e três hectares, cinqüenta e quatro ares e quatro centiares), matriculado sob no. 1903, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038013552-6e cadastrado junto a
Receita Federal do Brasil sob NIRF no. 2322834-2;


 


8.4. Um imóvel rural denominado “BLOCO 05 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 1654,7771ha (um mil, seiscentos
e cinqüenta e quatro hectares, setenta e sete ares e setenta e um centiares), matriculado sob no. 1910, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038020184-7e cadastrado junto a
Receita Federal do Brasil sob NIRF no. 2322981-0;


 


8.5. Um imóvel rural denominado “BLOCO 06 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 201,6412ha (Duzentos e um
hectares, sessenta e quatro ares e doze centiares), matriculado sob no. 765, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038018503-5e cadastrado junto a
Receita Federal do Brasil sob NIRF no.
2323078-9;


 


8.6. Um imóvel rural denominado “BLOCO 09 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 149,9062ha (cento e quarenta e
nove hectares, noventa ares e sessenta e dois centiares), matriculado sob no. 1891, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038008230-9 e cadastrado junto
a Receita Federal do Brasil sob NIRF no.
2323835-0;


 


8.7. Um imóvel rural denominado “BLOCO 10 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 85,9795ha (oitenta e cinco
hectares, noventa e sete ares e noventa e cinco centiares), matriculado sob no. 435, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038011673-4 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 2323116-5;


 


8.8. Um imóvel rural denominado “BLOCO 11 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 77,0862ha (setenta e sete
hectares, oito ares e sessenta e dois centiares), matriculado sob no. 439, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038019585-5 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 2323086-0;


 


8.9. Um imóvel rural denominado “BLOCO 13 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 19,0346ha (dezenove hectares,
três ares e quarenta e seis centiares), matriculado
sob no. 896, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Mucuri/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326089102598-2e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3353913-8;


 


8.10. Um imóvel rural denominado “BLOCO 14 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 355,3113 (trezentos e cinqüenta
e cinco hectares, trinta e um ares e treze centiares), matriculado sob no. 1902, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de


 


56

















 


Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326038008010-1e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3439820-1;


 


8.11. Um imóvel rural denominado “BLOCO 15 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 32,4720ha (trinta e dois
hectares, quarenta e sete ares e vinte centiares), matriculado sob no. 1906, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038009040-9e cadastrado junto a
Receita Federal do Brasil sob NIRF no. 3823793-8;


 


8.12. Um imóvel rural denominado “BLOCO 16 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 29,8439ha (vinte e nove
hectares, oitenta e quatro ares e trinta e nove centiares), matriculado sob no. 455, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038014753-2e cadastrado junto a
Receita Federal do Brasil sob NIRF no. 2322836-9;


 


8.13. Um imóvel rural denominado “BLOCO 19 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 109,0226ha (cento e nove
hectares, dois ares e vinte e seis centiares), matriculado sob no. 476, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038021423-0e cadastrado junto a
Receita Federal do Brasil sob NIRF no.
3823791-1;


 


8.14. Um imóvel rural denominado “BLOCO 21 MUC”, situado no Município de Mucuri, Estado da Bahia, constante da área
de 192,7001ha (cento e noventa e
dois hectares, setenta ares e um centiares), matriculado
sob no. 1117, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Mucuri/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
813060010316-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 1408263-2;


 


8.15. Um imóvel rural denominado “CÓRREGO ÁGUA VERMELHA”, situado no
Município de Mucuri,  Estado da Bahia, constante da área de 1094,96ha (um mil e noventa e quatro
hectares e noventa e seis ares), matriculado
sob no. 1072, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Mucuri/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326038018961-8 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3824287-7;


 


8.16. Um imóvel rural denominado “BLOCO 07A INON MUC”, situado no Município
de Mucuri,  Estado da Bahia, constante da área de 660,2505ha (seiscentos e sessenta hectares,
vinte e cinco ares e cinco centiares), matriculado
sob no. 2220, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Mucuri/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326038020982-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3012481-6;


 


8.17. Um imóvel rural denominado “BLOCO 07C INON MUC”, situado no Município
de Mucuri,  Estado da Bahia, constante da área de 765,3756ha (setecentos e sessenta e cinco
hectares, trinta e sete ares e cinqüenta e seis centiares), matriculado sob no. 2221, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038020990-2 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 3146187-5;


 


8.18. Um imóvel rural denominado “BLOCO 08 INON MUC”, situado no Município
de Mucuri,  Estado da Bahia, constante da área de 845,8306ha (oitocentos e quarenta e cinco
hectares, oitenta e três ares e seis centiares), matriculado sob no. 2222, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado junto ao Instituto


 


57

















 


Nacional
de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038020915-5 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 3012639-8;


 


8.19. Um imóvel rural denominado “Bloco 09 INON MUC”, situado no Município
de Mucuri, Estado da Bahia,
constante da área de 382,1369ha (trezentos
e oitenta e dois hectares, treze ares e sessenta e nove centiares), matriculado sob no. 2225, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Mucuri/BA; Imóvel este cadastrado
junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326038021059-5 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 3012645-2.


 


9. Imóveis localizados no município de NOVA VIÇOSA/BA:


 


9.1. Um imóvel rural denominado “BLOCO 01 B NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 6471,7052ha (seis mil,
quatrocentos e setenta e um hectares, setenta ares e cinqüenta e dois
centiares), matriculado sob no. 1430, Livro
02 do Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
326046023523-8, 326046007307-6 e cadastrado junto a Receita Federal
do Brasil sob NIRF no. 3829872-4;


 


9.2. Um imóvel rural denominado “BLOCO 01 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 7182,0102ha (sete mil,
cento e oitenta e dois hectares, um are e dois centiares), matriculado sob no. 1428, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326046004820-9,
326046000086-9, 326046011568-2, 326046009890-7 e cadastrado junto a
Receita Federal do Brasil sob NIRF no. 2322654-4;


 


9.3. Um imóvel rural denominado “BLOCO 01A NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 6449,7136ha (seis mil,
quatrocentos e quarenta e nove hectares, setenta e um are e trinta e seis
centiares), matriculado sob no. 1429, Livro
02 do Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
326046007161-8, 326046015121-2, 816043148652-7 e cadastrado junto a
Receita Federal do Brasil sob NIRF no. 2323476-8;


 


9.4. Um imóvel rural denominado “BLOCO 06 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 503,9697ha (quinhentos e
três hectares, noventa e seis ares e noventa e sete centiares), matriculado sob no. 1025, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326046007196-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2322837-7;


 


9.5. Um imóvel rural denominado “BLOCO 08 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 472,9277ha (quatrocentos e
setenta e dois hectares, noventa e dois ares e setenta e sete centiares), matriculado sob no. 1329, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000019251798-2 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2322964-0;


 


9.6. Um imóvel rural denominado “BLOCO 09 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 404,1637ha (quatrocentos e
quatro hectares, dezesseis ares e trinta e sete centiares), matriculado sob no. 1335, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326046021415-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2323071-1;


 


58

















 


9.7. Um imóvel rural denominado “BLOCO 13 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 661,0331ha (seiscentos e
sessenta e um hectares, três ares e trinta e um centiares), matriculado sob no. 1022, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000027317063-4e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3829882-1;


 


9.8. Um imóvel rural denominado “BLOCO 15 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 484,2419ha (quatrocentos e
oitenta e quatro hectares, vinte e quatro ares e dezenove centiares), matriculado sob no. 1023, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000027334138-2 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3829936-4;


 


9.9. Um imóvel rural denominado “BLOCO 16 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 101,8198ha (cento e um
hectares, oitenta e um are e noventa e oito centiares), matriculado sob no. 1024, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326046018333-5 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3944976-9;


 


9.10. Um imóvel rural denominado “BLOCO 17 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 318,7107ha (trezentos e
dezoito hectares, setenta e um ares e sete centiares), matriculado sob no. 1267, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326046019135-4 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2323305-2;


 


9.11. Um imóvel rural denominado “BLOCO 18 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da área
de 224,0529ha (duzentos e vinte e
quatro hectares, cinco ares e vinte e nove centiares), matriculado sob no. 1336, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000027334120-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3830024-9;


 


9.12. Um imóvel rural denominado “BLOCO 20 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 64,8646ha (sessenta e
quatro hectares, oitenta e seis ares e quarenta e seis centiares), matriculado sob no. 392, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 816043148725-6 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2322841-5;


 


9.13. Um imóvel rural denominado “BLOCO 24 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 76,9841ha (setenta e seis
hectares, noventa e oito ares e quarenta e um centiares), matriculado sob no. 1313, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 813036076945-3e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5074754-1;


 


9.14. Um imóvel rural denominado “BLOCO 25 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 381,0662ha (trezentos e
oitenta e um hectares, seis ares e sessenta e dois centiares), matriculado sob no. 1479, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária - INCRA,
sob o CCIR no. 814210012629-8 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3829877-5;


 


59

















 


9.15. Um imóvel rural denominado “BLOCO 27 NV”, situado no Município de Nova Viçosa, Estado da Bahia, constante da
área de 383,8334ha (trezentos e
oitenta e três hectares, oitenta e três ares e trinta e quatro centiares), matriculado sob no. 962, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 813036076694-2 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 4626404-3;


 


9.16. Um imóvel rural denominado “BLOCO 01 INON NV”, situado no Município de
Nova Viçosa,  Estado da Bahia, constante da área de 689,2170ha (seiscentos e oitenta e nove
hectares, vinte e um ares e setenta centiares), matriculado sob no. 1994, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 000027365823-8 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 2866249-0;


 


9.17. Um imóvel rural denominado “BLOCO 03 INON NV”, situado no Município de
Nova Viçosa,  Estado da Bahia, constante da área de 199,6336ha (cento e noventa e nove
hectares, sessenta e três ares e trinta e seis centiares), matriculado sob no. 546, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326046024317-6 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3012399-2;


 


9.18. Um imóvel rural denominado “BLOCO 04 INON NV”, situado no Município de
Nova Viçosa,  Estado da Bahia, constante da área de 387,5066ha (trezentos e oitenta e sete
hectares, cinqüenta ares e sessenta e seis centiares), matriculado sob no. 1993, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Nova Viçosa/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000027708429-5 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3012638-0;


 


9.19. Um imóvel rural denominado “BLOCO 05 INON NV”, situado no Município de
Nova Viçosa,  Estado da Bahia, constante da área de 100,6096ha (cem hectares, sessenta ares e
noventa e seis centiares), matriculado sob
no. 779, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326046024368-0 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 3012634-7;


 


9.20. Um imóvel rural denominado “BLOCO 06 B INON NV”, situado no Município
de Nova Viçosa,  Estado da Bahia, constante da área de 515,3096ha (quinhentos e quinze hectares,
trinta ares e noventa e seis centiares), matriculado
sob no. 1974, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 000027708410-4 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 3611020-5;


 


9.21. Um imóvel rural denominado “BLOCO 06 INON NV”, situado no Município de
Nova Viçosa,  Estado da Bahia, constante da área de 125,8493ha (cento e vinte e cinco hectares,
oitenta e quatro ares e noventa e três centiares), matriculado sob no. 780, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Nova Viçosa/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326100102539-1 e cadastrado junto
a Receita Federal do Brasil sob NIRF no. 3650089-5.


 


10. Imóvel localizado no
município de PRADO/BA:


 


Um
imóvel rural denominado “BLOCO 01 Prado”,
situado no Município de Prado,  Estado da Bahia, constante da área de 129,56ha (cento e vinte e nove hectares,
cinqüenta e seis ares), matriculado sob no.
12482, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Prado/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização e
Reforma Agrária - INCRA, sob o CCIR no.
326062019100-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2323204-8.


 


60

















 


11. Imóveis localizados no município de CARAVELAS/BA:


 


11.1. Um imóvel rural denominado “ILHA DE CARAVELAS” , situado no Município
de Caravelas,  Estado da Bahia, constante da área de 243,94 (duzentos e quarenta e três hectares
e noventa e quatro ares), matriculado sob no.
4179, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326046007625-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2323316-8;


 


11.2. Um imóvel rural denominado “BLOCO 01 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 2.501ha. 59a. (dois mil
quinhentos e um hectares e cinqüenta e nove ares), matriculado sob no. 3838, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.017.051-5 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 3.829.886-4;


 


11.3. Um imóvel rural denominado “BLOCO 02 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 3.691ha. 84a. 65ca. (três
mil seiscentos e noventa e um hectares e oitenta e quatro ares, sessenta e
cinco centiares), matriculado sob no. 3995-A,
Livro 02 do Cartório de Registro de Imóveis da Comarca de
Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.020.013.722-4 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.323.276-5;


 


11.4. Um imóvel rural denominado “BLOCO 03 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 748ha. 62a. (setecentos e
quarenta e oito hectares e sessenta e dois ares), matriculado sob no. 3836, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.020.192-5 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 3.829.917-8;


 


11.5. Um imóvel rural denominado “BLOCO 05 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 790ha. 10a. (setecentos e
noventa hectares e dez ares), matriculado sob
no. 3835, Livro 02 do Cartório de Registro de Imóveis da Comarca de
Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.020.010.260-9 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.919-4;


 


11.6. Um imóvel rural denominado “BLOCO 06 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 270ha. 44a. 51ca. (duzentos
e setenta hectares e quarenta e quatro ares, cinqüenta e um centiares), matriculado sob no. 4050, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.033.308-2 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.928-3;


 


11.7. Um imóvel rural denominado “BLOCO 07 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 1.821ha. 89a. 86ca. (mil
oitocentos e vinte e um hectares e oitenta e nove ares, oitenta e seis
centiares), matriculado sob no. 4016, Livro
02 do Cartório de Registro de Imóveis da Comarca de Caravelas/BA;
Imóvel este cadastrado junto ao Instituto Nacional de Colonização e Reforma
Agrária - INCRA, sob o CCIR no.
326.020.014.184-1 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.908-9;


 


11.8. Um imóvel rural denominado “BLOCO 08 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 1.466ha. 93a. (mil
quatrocentos e sessenta e seis hectares e noventa e três ares), matriculado sob no. 3834, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de


 


61

















 


Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
326.020.011.231-0 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.913-5;


 


11.9. Um imóvel rural denominado “BLOCO 11 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 1.328ha. 21a. 30ca (mil
trezentos e vinte e oito hectares e vinte e um ares, trinta centiares), matriculado sob no. 4061, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.001.996-5 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.827.291-1;


 


11.10. Um imóvel rural denominado “BLOCO 12 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 1.591ha. 26a. 42ca (mil
trezentos e vinte e oito hectares e vinte e um ares, trinta centiares), matriculado sob no. 3996, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.034.126-3 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.827.288-1;


 


11.11. Um imóvel rural denominado “BLOCO 13 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 232ha. 51a. 70ca (duzentos
e trinta e dois hectares e cinqüenta e um ares, setenta centiares), matriculado sob no. 2945, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.089.008.044-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.940-2;


 


11.12. Um imóvel rural denominado “BLOCO 14 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 437ha. 29a. (quatrocentos
e trinta e sete hectares e vinte e nove ares), matriculado sob no. 3837, Livro 02 do Cartório de Registro de
Imóveis da Comarca de Caravelas/BA; Imóvel este cadastrado junto ao Instituto
Nacional de Colonização e Reforma Agrária - INCRA, sob o CCIR no. 326.020.003.760-2 e cadastrado
junto a Receita Federal do Brasil sob NIRF
no. 3.831.001-5;


 


11.13. Um imóvel rural denominado “BLOCO 21 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 189ha. 41a. 14ca. (cento e
oitenta e nove hectares e quarenta e um ares, quatorze centiares), matriculado sob no. 3690, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.028.690-4 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.323.295-1;


 


11.14. Um imóvel rural denominado “BLOCO 23 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 348ha. 65a. 03ca. (trezentos
e quarenta e oito hectares e sessenta e cinco ares, três centiares), matriculado sob no. 3976, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.003.620-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.944.613-1;


 


11.15. Um imóvel rural denominado “BLOCO 24 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 45ha. 47a. 70ca. (quarenta
e cinco hectares e quarenta e sete ares, setenta centiares), matriculado sob no. 3703, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.005.240-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.903-8;


 


11.16. Um imóvel rural denominado “BLOCO 25 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 59ha. 72a. (cinqüenta e
nove hectares e setenta e dois ares), matriculado
sob no. 3997, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma


 


62

















 


Agrária
- INCRA, sob o CCIR no. 326.020.021.245-5 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.831.029-5;


 


11.17. Um imóvel rural denominado “BLOCO 26 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 44ha. 90a. 16ca. (quarenta
e quatro hectares e noventa ares, dezesseis centiares), matriculado sob no. 3671, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.016.900-2 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 1.150.646-6;


 


11.18. Um imóvel rural denominado “BLOCO 27 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 83ha. 11a. 77ca. (oitenta
e três hectares e onze ares, setenta e sete centiares), matriculado sob no. 4020, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.027.322.792-0 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.895-3;


 


11.19. Um imóvel rural denominado “BLOCO 28 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 23ha. 98a. 20ca. (vinte e
três hectares e noventa e oito ares, vinte centiares), matriculado sob no. 21, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 000.027.322.806-3 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 3.829.922-4;


 


11.20. Um imóvel rural denominado “BLOCO 34 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 200ha. 19a. 90ca. (duzentos
hectares e dezenove ares, noventa centiares), matriculado
sob no. 4019, Livro 02 do Cartório de Registro de Imóveis da Comarca
de Caravelas/BA; Imóvel este cadastrado junto ao Instituto Nacional de
Colonização e Reforma Agrária - INCRA, sob o CCIR
no. 326.020.015.539-7 e cadastrado junto a Receita Federal do Brasil
sob NIRF no. 5.054.906-5;


 


11.21. Um imóvel rural denominado “BLOCO 35 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 84ha. 08a. 57ca. (oitenta
e quatro hectares e oito ares, cinqüenta e sete centiares), matriculado sob no. 3788, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.020.516-5 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 2.323.261-7;


 


11.22. Um imóvel rural denominado “BLOCO 36 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 422ha. 05a. 05ca. (quatrocentos
e vinte e dois hectares e cinco ares, cinco centiares), matriculado sob no. 3977, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 814.067.116.378-3 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.389.371-6;


 


11.23. Um imóvel rural denominado
“BLOCO 38 CAR”, situado no
Município de Caravelas, Estado da Bahia,
constante da área de 325ha. 80a. 03ca. (trezentos
e vinte e cinco hectares e oitenta ares, três centiares), matriculado sob no. 4062, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 814.067.115.924-7 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.389.366-0;


 


11.24. Um imóvel rural denominado “BLOCO 39 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 134ha. 74a. 01ca. (cento e
trinta e quatro hectares e setenta e quatro ares, um centiare), matriculado sob no. 4017, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de


 


63

















 


Colonização
e Reforma Agrária - INCRA, sob o CCIR no.
814.067.115.800-3 e cadastrado junto a Receita Federal do Brasil sob NIRF no. 4.389.367-8;


 


11.25. Um imóvel rural denominado “BLOCO 41 CAR”, situado no Município de Caravelas, Estado da Bahia, constante da
área de 306ha. 84a. 39ca. (trezentos
e trinta e seis hectares e oitenta e quatro ares, trinta e nove centiares), matriculado sob no. 4072, Livro 02 do
Cartório de Registro de Imóveis da Comarca de Caravelas/BA; Imóvel este
cadastrado junto ao Instituto Nacional de Colonização e Reforma Agrária -
INCRA, sob o CCIR no. 326.020.016.209-1 e
cadastrado junto a Receita Federal do Brasil sob NIRF no. 5.532.417-7.


 


64
















 


SCHEDULE 5


to Export Prepayment Facility Agreement and Secured Loan


 


FUNDING LENDERS


 


1.     Banco Itaú BBA S/A — Nassau Branch


 


2.     Banco Santander S.A., Grand Cayman Branch


 


3.     BNP Paribas


 


4.     Goldman Sachs Bank (Europe) Plc


 


5.     HSBC Bank Brasil S.A. - Banco Múltiplo Grand Cayman Branch


 


1

















 


SCHEDULE 6


to Export Prepayment Facility Agreement and Secured Loan


 


GUAÍBA II PROJECT


 


(1)           Construction of a single line pulp
mill on a site adjacent to an existing pulp mill owned and operated by Aracruz
Celulose in the Municipality of Guaíba, State of Rio Grande do Sul, Brazil,
with an estimated manufacturing capacity of approximately 1.5 million metric
tons of eucalyptus pulp per year (the “Guaíba II Mill”)


 


(2)           Acquisition of land and forests and
any investments and capital expenditures necessary in connection with
silviculture activities with respect to any forests associated with the Guaíba
II Mill, in each case that are necessary to produce the raw materials for the production
of pulp associated with the Guaíba II Mill.


 


(3)           Construction and operation of roads
and any other logistical infrastructure necessary for (a) the
transportation of raw materials and personnel to the Guaíba II Mill and (b) the
distribution of products manufactured in the Guaíba II Mill.


 


(4)           Construction of any ancillary
facilities necessary for the operation of the Guaíba II Mill.


 


(5)           Purchase or lease of any equipment
necessary for the operation of the Guaíba II Mill


 


The
Guaíba II Project currently has a total projected cost of approximately
U.S.$2.746 billion. This amount represents Aracruz Celulose’s current,
reasonable judgment in respect of the approximate total capital expenditure
budget for the Guaíba II Project. However, this amount is an estimate and is
subject to change based upon fluctuations in construction, equipment and
technology costs, labor costs, inflation, foreign exchange rates and other
factors, including factors that are outside of Aracruz Celulose’s control. In
addition, this amount may vary as the Guaíba II Project is further defined and
developed, including, without limitation, as a result of any changes in the
proposed implementation timetable, proposed suppliers and contractors and the
proposed project design, technology or equipment.


 

















 


SCHEDULE 7


to Export Prepayment Facility Agreement and Secured Loan


 


NON-FUNDING LENDERS


 


1.             Banco Bilbao Vizcaya Argentaria,
S.A., Grand Cayman Branch


 


2.             Banco Santander, S.A.


 


3.             Barclays Bank plc


 


4.             Calyon New York Branch


 


5.             Citibank, N.A.


 


6.             Deutsche Bank AG, London Branch


 


7.             J.P. Morgan Europe Limited


 


8.             Lehman Brothers Special Financing
Inc. - DIP


 


9.             Merrill Lynch Credit Products, LLC


 


1

















 


SCHEDULE 8

to Export Prepayment Facility Agreement and Secured Loan


 


EXISTING LIENS(1)


 


1. Liens created in connection with Legal and Administrative
Proceedings:


 


	
  Proceeding No.

  	
   

  	
  Description of the

  Asset/Property

  	
   

  	
  Subject of Proceeding

  	
   

  	
  Value of the

  Asset/Property

  (in Reais)

  	
   

  
	
  11080.004873/00-48

  	
   

  	
  HORTO FLORESTAL TERRA DURA

  	
   

  	
  Tax
  administrative proceeding filed by the Brazilian Federal Tax Authority with
  respect to social contributions (PIS). Lien was created in order to allow
  this proceeding to be appealed.

  	
   

  	
  2,438,548.38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11080.004873/00-48

  	
   

  	
  HORTO FLORESTAL MONTE CASTELO

  	
   

  	
  Tax
  administrative proceeding filed by the Brazilian Federal Tax Authority with
  respect to social contributions (PIS). Lien was created in order to allow
  this proceeding to be appealed.

  	
   

  	
  2,534,953.26

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11080.004873/00-48

  	
   

  	
  IMOVEIS URBANOS

  	
   

  	
  Tax
  administrative proceeding filed by the Brazilian Federal Tax Authority with
  respect to social contributions (PIS). Lien was created in order to allow
  this proceeding to be appealed.

  	
   

  	
  6,359,829.59

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11543.003911/2003-29

  	
   

  	
  BLOCO 13 AR

  	
   

  	
  Tax
  administrative proceeding filed by the Brazilian Federal Tax Authority with
  respect to rural property taxes (Imposto Territotial Rural - ITR). Lien was created in order to
  allow this proceeding to be appealed.

  	
   

  	
  3,065,331.82

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15586.000440/2005-13

  	
   

  	
  ENFARDAMENTO FLASH

  	
   

  	
  Tax
  administrative proceeding filed by the Brazilian Federal Tax Authority with
  respect to income tax and social contributions. Lien was created in order to
  allow this proceeding to be appealed.

  	
   

  	
  4,807,021.04

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15586.000442/2005-11

  	
   

  	
  SITE DE ENERGIA ELETRICA

  	
   

  	
  Tax
  administrative proceeding filed by the Brazilian Federal Tax Authority with
  respect to income tax and social contributions. Lien was created in order to
  allow this proceeding to be appealed.

  	
   

  	
  15,499,931.98

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13770.000790/2003-13

  	
   

  	
  LAVAGEM

  	
   

  	
  Tax
  administrative proceeding by the Brazilian Federal Tax Authority with respect
  to income taxes. Lien was created in order to allow this proceeding to be
  appealed.

  	
   

  	
  15,791,510.36

  	
   

  



 






(1) Liens
with a book value in excess of U.S.$1,000,000.


 


1

















 


	
  Proceeding No.

  	
   

  	
  Description of the

  Asset/Property

  	
   

  	
  Subject of Proceeding

  	
   

  	
  Value of the Asset/Property

  (in Reais)

  	
   

  
	
  006070068017

  	
   

  	
  IMOVEL RURAL CONSTITUIDO
  DE UMA AREA TOTAL DE 3,559.7246 HA

  	
   

  	
  Judicial
  Proceeding. Collection claim filed by the Tax Authority of the State of
  Espírito Santo with respect to sales tax (ICMS). The Lien was created as
  security for the amounts owed under this proceeding.

  	
   

  	
  16,958,634.79

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15586.000441/ 2005-68

  	
   

  	
  GERACAO E DISTRIBUICAO DE
  VAPOR -RECUPERACAO DE ENERGIA

  	
   

  	
  Tax
  administrative proceeding filed by the Brazilian Federal Tax Authority with
  respect to income taxes. Lien was created in order to allow this proceeding
  to be appealed.

  	
   

  	
  38,572,634.72

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15586000826200525

  	
   

  	
  CALDEIRA DE RECUPERACAO

  	
   

  	
  Tax
  administrative proceeding filed by the Brazilian Federal Tax Authority with
  respect to income taxes. Lien was created in order to allow this proceeding
  to be appealed.

  	
   

  	
  97,871,011.13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.040.220.923

  	
   

  	
  Fazenda Lagoa Santa

  	
   

  	
  Judicial
  Proceeding. Collection claim filed by the Tax Authority of the State of
  Espírito Santo in connection with sales tax (ICMS) due in connection with
  interstate sales. The Lien was created as security for the amounts owed under
  this proceeding.

  	
   

  	
  14,367,428.62

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.040.220.923

  	
   

  	
  Fazenda Floresta

  	
   

  	
  Judicial
  Proceeding. Collection claim filed by the Tax Authority of the State of
  Espírito Santo in connection with sales tax (ICMS) due in connection with
  interstate sales. The Lien was created as security for the amounts owed under
  this proceeding.

  	
   

  	
  5,184,153.35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.040.220.923

  	
   

  	
  Fazenda Floresta

  	
   

  	
  Judicial
  Proceeding. Collection claim filed by the Tax Authority of the State of
  Espírito Santo in connection with sales tax (ICMS) due in connection with
  interstate sales. The Lien was created as security for the amounts owed under
  this proceeding.

  	
   

  	
  1,967,049.55

  	
   

  



 


2

















 


	
  Proceeding No.

  	
   

  	
  Description of

  the

  Asset/Property

  	
   

  	
  Subject of Proceeding

  	
   

  	
  Value of the Asset/Property

  (in Reais)

  	
   

  
	
  2004.50.01.012583-9

  	
   

  	
  Fazenda Cavalo Grande

  	
   

  	
  Judicial
  Proceeding. Collection claim filed by the Brazilian Federal Tax Authority in
  connection with social contributions (CSSL) due in connection with
  third-party services rendered to Aracruz Celulose. The Lien was created as
  security for the amounts owed under this proceeding.

  	
   

  	
  8,671,975.16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2005.50.01.002767-6

  	
   

  	
  Fazenda Aconcehego e Santa
  Helena

  	
   

  	
  Judicial
  Proceeding. Collection claim filed by the Brazilian Federal Tax Authority in
  connection with social contributions (CSSL) due in connection with
  third-party services rendered to Aracruz Celulose. The Lien was created as
  security for the amounts owed under this proceeding.

  	
   

  	
  2,488,101.90

  	
   

  



 


2. Liens created under Financing Agreements entered into with
Banco Nacional de Desenvolvimento Econômico e Social — BNDES:


 


	
  Agreement Reference

  Number

  	
   

  	
  Date

  	
   

  	
  Outstanding Principal

  Amount (in Reais)

  	
   

  	
  Encumbered

  Asset/Property

  
	
  01.2.164.1.1

  	
   

  	
  June 13, 2001

  	
   

  	
  R$

  	
  23,953,845

  	
   

  	
  Plants
  owned by Aracruz Celulose as of the date of the Agreement located in the city
  of Guaíba, State of Rio Grande do Sul

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  06.2.1060.1

  	
   

  	
  November 28, 2006

  	
   

  	
  R$

  	
  512,164,732

  	
   

  	
  Plants
  owned by Aracruz Celulose as of the date of the Agreement located in the city
  of Guaíba, State of Rio Grande do Sul

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  05.2.1037.1

  	
   

  	
  December 21, 2005

  	
   

  	
  R$

  	
  135,696,318

  	
   

  	
  Barra
  do Riacho Plants (1)

  



 






(1) Liens
on the Barra do Riacho Plants to be released by BNDES in exchange for Liens on
lands owned by Aracruz Celulose as of the date of the Agreement located in the
city of Guaíba, State of Rio Grande do Sul, pursuant to Section 8.29 of
the Agreement.


 


3

















 


SCHEDULE 9

to Export Prepayment Facility Agreement and Secured Loan


 


REAL-DENOMINATED OBLIGATIONS


 


	
  Agreement

  	
   

  	
  Creditor

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Banco ABN Amro Real S.A.

  	
   

  	
  R$

  	
  441,574,789

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Banco BNP Paribas Brasil S.A.

  	
   

  	
  R$

  	
  411,801,000

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Goldman Sachs do Brasil S.A.

  	
   

  	
  R$

  	
  93,450,000

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  HSBC
  Bank Brasil S.A.

  	
   

  	
  R$

  	
  270,403,500

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Banco Itaú BBA S.A.

  	
   

  	
  R$

  	
  101,285,000

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Banco
  Santander S.A.

  	
   

  	
  R$

  	
  253,819,129

  	
   

  



 


1

















 


SCHEDULE 10

to Export Prepayment Facility Agreement and Secured Loan


 


U.S. DOLLAR-DENOMINATED OBLIGATIONS


 


	
  Agreement

  	
   

  	
  Creditor

  	
   

  	
  Principal Amount

  Outstanding

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  U.S.$

  	
  30,965,947

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Banco
  Calyon Brasil

  	
   

  	
  U.S.$

  	
  419,660,417

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Citibank,
  N.A.

  	
   

  	
  U.S.$

  	
  219,281,110

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Deutsche
  Bank AG

  	
   

  	
  U.S.$

  	
  275,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  JP
  Morgan Chase Bank, N.A.

  	
   

  	
  U.S.$

  	
  303,956,128

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Merrill
  Lynch Capital Services, Inc.

  	
   

  	
  U.S.$

  	
  40,889,272

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terminated Derivative Obligations

  	
   

  	
  Lehman
  Brothers Special Financing Inc

  	
   

  	
  U.S.$

  	
  73,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  ABN
  Amro Bank N.V.

  	
   

  	
  U.S.$

  	
  160,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  Banco Bilbao Vizcaya Argentaria, S.A.

  	
   

  	
  U.S.$

  	
  50,000,000

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  ING
  Bank N.V.

  	
   

  	
  U.S.$

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  Calyon,
  New York Branch

  	
   

  	
  U.S.$

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lender Bilateral Debt

  	
   

  	
  Banco
  Santander S.A.

  	
   

  	
  U.S.$

  	
  150,000,000

  	
   

  



 






(1)   10%
of the outstanding principal amount (U.S.$5,000,000) will be prepaid.


 


1

















 


SCHEDULE 11

to Export Prepayment Agreement and Secured Loan


 


Past Due Interest


 


1.                          Terminated
Derivative Obligations denominated in U.S. Dollars (listed in Schedule
3(a)(A)): one-month LIBOR + 3.5% per annum.


 


2.                          Terminated
Derivative Obligations denominated in Reais (listed in Schedule 3(a)(B)): 1.0%
per month


 


1
















 


SCHEDULE 12

to Export Prepayment Facility Agreement and Secured Loan


 


SUBSIDIARIES


 


1. Aracruz Celulose S.A. — Guarantor


 


	
  Subsidiary

  	
   

  	
  Jurisdiction of

  incorporation

  	
   

  	
  Number of

  shares or

  membership

  interests or

  partnership

  interests of each

  class of its

  Capital Stock

  authorized

  	
   

  	
  Amount of

  outstanding Capital

  Stock

  	
   

  	
  Percentage

  of Capital

  Stock

  owned

  	
   

  	
  Number of

  shares

  covered by

  outstanding

  options,

  warrants,

  rights of

  conversion

  or purchase

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alícia Papéis S.A.

  	
   

  	
  Brazil

  	
   

  	
  5,000

  	
   

  	
  R$ 

  	
  5,000

  	
   

  	
  50

  	
  %(1)

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aracruz Riograndense Ltda.

  	
   

  	
  Brazil

  	
   

  	
  158,515,171

  	
   

  	
  R$ 

  	
  158,515,171

  	
   

  	
  99.94

  	
  %

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mucuri Agroflorestal S.A.

  	
   

  	
  Brazil

  	
   

  	
  641.622.857

  	
   

  	
  R$ 

  	
  72,299,831.30

  	
   

  	
  99.99

  	
  %

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Portocel - Terminal
  Especializado de Barra do Riacho S.A.

  	
   

  	
  Brazil

  	
   

  	
  15,257,685

  	
   

  	
  R$ 

  	
  2,303,738.59

  	
   

  	
  51

  	
  %

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ara Pulp - Comércio
  de Importação e Exportação, Unipessoal Ltda.

  	
   

  	
  Zona Franca da

  Madeira

  	
   

  	
  1

  	
   

  	
  EUR
  

  	
  9,924.90

  	
   

  	
  100

  	
  %

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aracruz (USA), Inc.

  	
   

  	
  Delaware

  	
   

  	
  200,000

  	
   

  	
  U.S.$ 

  	
  200,00

  	
   

  	
  100

  	
  %

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aracruz Trading International Ltd.

  	
   

  	
  Hungary

  	
   

  	
  —

  	
   

  	
  U.S.$

  	
   20,000

  	
   

  	
  100

  	
  %

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aracruz Trading S.A.

  	
   

  	
  Panamá

  	
   

  	
  100,000

  	
   

  	
  U.S.$ 

  	
  100,000

  	
   

  	
  100

  	
  %

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Riocell Limited

  	
   

  	
  Guernsey - UK

  	
   

  	
  30,000

  	
   

  	
  U.S.$ 

  	
  30,000

  	
   

  	
  100

  	
  %

  	
  N/A

  	
   

  



 






(1) The
remaining 50% of the capital stock of Alícia Papéis S.A. is owned by Ara Pulp —
Comércio de Importação e Exportação, Unipessoal Ltda., a wholly-owned
subsidiary of Aracruz Celulose S.A.


 


1

















 


2.
Borrower


 


	
  Subsidiary

  	
   

  	
  Jurisdiction of

  incorporation

  	
   

  	
  Number of

  shares or

  Membership

  interests or

  partnership

  interests of each

  class of its

  Capital Stock

  authorized

  	
   

  	
  Amount of

  outstanding Capital

  Stock

  	
   

  	
  Percentage

  of Capital

  Stock

  owned

  	
   

  	
  Number of

  shares

  covered by

  outstanding

  options,

  warrants,

  rights of

  conversion

  or purchase

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aracruz (Europe) S.A.

  	
   

  	
  Switzerland

  	
   

  	
  5,000

  	
   

  	
  CHF
  

  	
  500,000.00

  	
   

  	
  100

  	
  %

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aracruz International Finance Company

  	
   

  	
  Cayman Islands

  	
   

  	
  1,000

  	
   

  	
  U.S.$ 

  	
  1,000.00

  	
   

  	
  100

  	
  %

  	
  N/A

  	
   

  



 


3.
Alicia Papéis S.A. — Guarantor


 


No
Subsidiaries


 


4.
Aracruz Celulose (USA), INC. — Guarantor


 


No
Subsidiaries


 


2

















 


SCHEDULE 13

to Export Prepayment Facility Agreement and Secured Loan


 


HEDGING GUIDELINES


 


(Free
translation of excerpts from the Financing Policy of Aracruz Celulose S.A.
approved by its Board of Directors on June 19, 2008)


 


“2.3        CREDIT RISK


 


To
set forth acceptable levels of credit risk (rating) and exposure for the acquisition
and holding of assets and financial instruments in Brazil and abroad.


 


2.3.1       Financial
Institutions


 


For
those rated BBB+, the amount shall be limited to US$50 million per
financial-economic group, in compliance with a limit of 5% of the consolidated
Net Assets of the financial institutions that are part of the same economic
group. The amount invested in financial institutions rated BBB+ shall not
exceed, in the aggregate, 10% of the cash available invested in the country. In
case of a better rating, the maximum amount shall be of up to 10% of the
consolidated Net Assets of the financial institutions of the same economic
group, provided that the total
amount of investment in each financial-economic group is limited to 20% of the
available cash of the company. In case there are two or more ratings from
different rating agencies, the highest rating shall prevail.


 


Additionally,
the company may not hold investments in excess of 10% of the aggregate amount
of outstanding issuances of the same issuer, calculated based on the financial
statements used as a basis for updating the credit limits. The aggregate amount
of the issuances of an issuer shall include, in addition to deposit
certificates, any other instruments issued by such issuer to raise funds.


 


For
banks with a majority of foreign-held capital, whose parent company has a
minimum rating of “A-”, there shall be no limit based on the net assets of the
local subsidiary, provided that there is sufficient evidence that the parent
company will back the obligations of its subsidiary.


 


For
institutions that are members of financial conglomerates, either because they
are under common control with, controlled, subsidiaries or branches, the
consolidated financial statements of the corresponding economic group shall be
taken into account, both for rating purposes and for the limit of the net
assets and aggregate amount of issuances outstanding. Notwithstanding the
above, the comfort provided to each subsidiary by its parent companies shall be
also reviewed.


 


The
company shall evaluate semi-annually the credit limits and submit them to the
Treasury Committee.


 


Any
exceptions to the provisions set forth in this Policy shall be submitted to the


 

















 


Treasury
Committee by the Chief Financial Officer.


 


(...)


 


2.3.5 - Derivatives


 


The
company shall abide by the limit of U.S.$50 million in notional value for the
aggregate amount of derivative transactions with each bank or counterparty, and
the maximum term of one year with respect to derivative transactions known as
NDF, provided that foreign banks
that are counterparties to such derivative transactions must be based in G-7
countries and have a rating of “A-” or better. In addition, the company shall
observe the credit limit of the bank or counterparty (item 2.3.1) and, in this
connection, shall consider as the amount of credit used in any given derivative
transaction the notional value times the percentage representing the maximum
loss potential for that derivative transaction. The percentage to be applied to
the notional value of a derivative transaction shall be 5% for transactions
with terms of up to 60 days and 10% for transactions with terms of more than 60
days and up to one year.


 


(...)


 


2.4 – TRANSACTIONS
AND INSTRUMENTS


 


2.4.1 – Hedging of assets and liabilities (see Annex I)


 


The
company’s hedging of USGAAP assets and liabilities, regarding the risks
associated with foreign exchange and interest rates should be a permanent
objective. In order to achieve this objective, management is permitted to use
financial instruments, in particular derivatives.


 


The
company may also carry out transactions to hedge cash flow, to protect its
operating income against exchange risks related to its future revenues and
expenses.


 


The
decisions related to these hedging transactions shall be discussed with the
Treasury Committee based on macroeconomic conditions and on the performance of
the financial markets. In particular, these hedging transactions shall comply
with prudential exposure limits, which limits shall be discussed and agreed upon
with the Treasury Committee. The basic pre-established limits are:


 


·                             Maximum acceptable loss in derivative transactions: Shall be
limited to U.S.$40 million. However, before reaching the abovementioned amount,
the management must meet with the Treasury Committee to discuss the issue and,
with respect to losses above such amount, the decision shall be shared with the
Board of Directors through its Chairman;


 


·                             Maximum exposure permitted in futures exchange transactions: Shall be
limited to any of the following indicators, at the discretion of the Treasury


 


2

















 


Committee:


 


·                            1.5 times the
cash cost of total budgeted production denominated in reais;


 


·                            50% of the
amount of annual exports;


 


·                            Amount of the annual
operating cash flow.


 


·                             Maximum exposure permitted in futures interest rate transactions: The amount
corresponding to the cash available invested in floating interest rate
securities;


 


·                             Volatility limits in cash financial investments: The aggregate of
financial investments through an exclusive fund shall comply with the maximum
volatility of 1% per day, with a reliability of a 95% confidence interval
(Value at Risk).


 


2.4.2 – Arbitration
Transactions (see Annex I)


 


The
transactions shall be only subordinated to the limitations imposed by the
criteria and rules of the company for financial, market and credit risks
in the management of monetary assets and liabilities.


 


(...)


 


Annex 1 – Definitions used in the Financing Policy


 


(...)


 


Arbitration Transactions: Consists of taking opposite
positions in the market to benefit from a price distortion that may potentially
exist. The arbitrator aims at benefiting from those opportunities. Normally
they are fund-raising and lending transactions for the same amount and in the
same currency, but with different interest rates. These transactions are
subject to the limits proposed for gross indebtedness indicators.


 


(...)


 


Hedging transactions: Consists of taking a
position opposite to one already existing, either by acquiring a cash flow, an
asset or a contract (derivatives included) which shall be subject to variation
in its value and shall neutralize the existing position.


 


(...)


 


Cash Flow Hedge: Is the possibility of
balancing the flow of funds of the company from a foreign exchange perspective.
For instance, the average EBITDA of the company is approximately 50%-98% of its
revenue and 40% of disbursements are in dollars. Consequently, there is a
natural mismatch in the operating cash flow corresponding to approximately 30%
of the company’s revenues (“long position” in


 


3

















 


dollars).
This would allow the company to sell in advance part of its revenue in dollars
through financial transactions (ACC or swap / BMF). This transaction represents
a bar to the operating margin, operating as if the costs in reais were fixed at a specified exchange
rate in dollars.


 


(...)


 


Credit Risk Rating in Foreign Currency (GME): Rating of the
credit risk quality of the issuer of a debt and its capacity to pay its
obligations in foreign currency.


 


(...)


 


Value at Risk: Corresponds to the maximum
potential loss in value of illiquid financial assets (financial assets and
liabilities), which result from market performance and price development over a
given period of time. The value-at-risk data and acceptable confidence
intervals shall be periodically adjusted by means of consultations with the
main investment funds administrators and international companies in the
industry.


 


The
VAR presents some problems to the extent that it uses past data which may alter
its structure when the market is experimenting significant volatility.


 


Interpretation
is direct: the lower the VAR, the lower the potential loss within a confidence
interval of 95%. For example: if the VAR is 3%, the fund can drop by a maximum
of 3% in the period.”


 


4

















 


SCHEDULE 14

to Export Prepayment Facility Agreement and Secured Loan


 


LIENS ON PERMITTED DEBT


 


Liens created under Financing Agreements entered into with
Banco Nacional de Desenvolvimento Econômico e Social — BNDES:


 


	
  Agreement Reference

  	
   

  	
   

  	
   

  	
  Outstanding Principal

  	
   

  	
  Encumbered

  
	
  Number

  	
   

  	
  Date

  	
   

  	
  Amount (in Reais)

  	
   

  	
  Asset/Property

  
	
  01.2.164.1.1

  	
   

  	
  June 13, 2001

  	
   

  	
  R$

  	
  23,953,845

  	
   

  	
  Plants
  owned by Aracruz Celulose as of the date of the Agreement located in the city
  of Guaíba, State of Rio Grande do Sul

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  06.2.1060.1

  	
   

  	
  November 28, 2006

  	
   

  	
  R$

  	
  512,164,732

  	
   

  	
  Plants
  owned by Aracruz Celulose as of the date of the Agreement located in the city
  of Guaíba, State of Rio Grande do Sul

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  05.2.1037.1

  	
   

  	
  December 21, 2005

  	
   

  	
  R$

  	
  135,696,318

  	
   

  	
  Barra
  do Riacho Plants (1)

  



 






(1) Liens
on the Barra do Riacho Plants to be released by BNDES in exchange for Liens on
lands owned by Aracruz Celulose as of the date of the Agreement located in the
city of Guaíba, State of Rio Grande do Sul, pursuant to Section 8.29 of
the Agreement.


 


1

















 


SCHEDULE 16

to Export Prepayment Facility Agreement and Secured Loan


 


VERACEL II PROJECT


 


(1)           Construction of a single line pulp
mill on a site adjacent to an existing pulp mill owned by Veracel Celulose S.A.
in the Municipality of Eunápolis, State of Bahia, Brazil, with an estimated
manufacturing capacity of approximately 1.5 million metric tons of eucalyptus
pulp per year (the “Veracel II Mill”).


 


(2)           Acquisition of land and forests and
any investments and capital expenditures necessary in connection with
silviculture activities with respect to any forests associated with the Veracel
II Mill, in each case that are necessary to produce the raw materials for the
production of pulp associated with the Veracel II Mill.


 


(3)           Construction and operation of roads
and any other logistical infrastructure necessary for (a) the
transportation of raw materials and personnel to the Veracel II Mill and (b) the
distribution of products manufactured in the Veracel II Mill.


 


(4)           Construction of any ancillary
facilities necessary for the operation of the Veracel II Mill.


 


(5)           Purchase or lease of any equipment
necessary for the operation of the Veracel II Mill.


 


The
Veracel II Project currently has a total projected cost of approximately
U.S.$2.762 billion. This amount represents Aracruz Celulose’s current,
reasonable judgment in respect of the approximate total capital expenditure
budget with respect to the Veracel II Project. However, this amount is an
estimate and is subject to change based upon fluctuations in construction,
equipment and technology costs, labor costs, inflation, foreign exchange rates
and other factors, including factors that are outside of Aracruz Celulose’s
control. In addition, this amount may vary as the Veracel II Project is further
defined and developed, including, without limitation, as a result of any
changes in the proposed implementation timetable, proposed suppliers and
contractors and the proposed project design, technology or equipment.


 

















 


SCHEDULE 17

to Export Prepayment Facility Agreement and Secured Loan


 


LIST OF ENVIRONMENTAL CLAIMS


 


	
  Proceeding

  	
   

  	
  Filing Date

  	
   

  	
  Jurisdiction

  	
   

  	
  Claimant

  	
   

  	
  Claim Amount

  
	
  Public Criminal Action (Ação
  Penal Pública)
 No. 030.07.001065-4

  	
   

  	
  July 7, 2007

  	
   

  	
  3rd Criminal Court of the City of Linhares,
  State of Espírito Santo

  	
   

  	
  Public Prosecutor of the State of Espírito Santo

  	
   

  	
  Not applicable to this type of proceeding

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Public Criminal Action (Ação
  Penal Pública)
 No. 006080028316

  	
   

  	
  February 2, 2008

  	
   

  	
  1st Criminal Court of the City of Aracruz, State
  of Espírito Santo

  	
   

  	
  Public Prosecutor of the State of Espírito Santo

  	
   

  	
  Not applicable to this type of proceeding

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Public Criminal Action (Ação
  Penal Pública)

  No. 10384-5/2008

  	
   

  	
  August 8, 2008

  	
   

  	
  Special Criminal Court (Juízo Especial Criminal)  of the City of Teixeira de
  Freitas, State of Bahia

  	
   

  	
  Public Prosecutor of the State of Bahia

  	
   

  	
  Not applicable to this type of proceeding

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Public Criminal Action (Ação
  Penal Pública)
 No. 15389-3/2008

  	
   

  	
  September 26, 2008

  	
   

  	
  Special Criminal Court (Juizado Especial Criminal)  of the City of Teixeira de
  Freitas, State of Bahia

  	
   

  	
  Public Prosecutor of the State of Bahia

  	
   

  	
  Not applicable to this type of proceeding

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Public Civil Action (Ação Civil Pública)
 No. 2005.50.01.001768-3

  	
   

  	
  March 15, 2005

  	
   

  	
  4th Federal Court of the City of Vitória, State
  of Espírito Santo

  	
   

  	
  Federação de Órgãos para
  Assistência Social

  	
   

  	
  R$10,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administrative Proceeding (Termo
  de Embargo)
 No. 0780

  	
   

  	
  February 15, 2008

  	
   

  	
  Instituto Estadual de Meio
  Ambiente e Recursos Hídricos (IEMA) – State of Espírito Santo

  	
   

  	
  Instituto Estadual de Meio
  Ambiente e Recursos Hídricos (IEMA) – State of Espírito Santo

  	
   

  	
  Not applicable to this type of proceeding.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administrative Proceeding (Auto
  de Multa)
 No. 2007006582/TEC/AIMU- 0343

  	
   

  	
  May 23, 2008

  	
   

  	
  Centro de Recursos
  Ambientais – CRA–City of Salvador, State of Bahia

  	
   

  	
  Centro de Recursos
  Ambientais – CRA–City of Salvador, State of Bahia

  	
   

  	
  R$300,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administrative Proceeding (Procedimento
  de Acompanhamento)
 No. 1.14.010.000069/2007-58

  	
   

  	
  August 2, 2007

  	
   

  	
  Federal Public Prosecutor– City of Eunápolis, State of Bahia

  	
   

  	
  Federal Public Prosecutor

  	
   

  	
  Not applicable to this type of proceeding.

  



 


1

















 


	
  Proceeding

  	
   

  	
  Filing Date

  	
   

  	
  Jurisdiction

  	
   

  	
  Claimant

  	
   

  	
  Claim Amount

  
	
  Public Civil Action (Ação Civil Pública)
 No. 2007.71.00.031307-4

  	
   

  	
  August 10, 2007

  	
   

  	
  Instituto Gaúcho de
  Estudos Ambientais – INGA – City of Porto Alegre, State of Rio Grande do Sul

  	
   

  	
  Instituto Gaúcho de
  Estudos Ambientais – INGA–City of Porto Alegre, State of Rio Grande do Sul

  	
   

  	
  Plaintiff
  has not designated a specific amount in connection with this claim.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Public Civil Action (Ação Civil Pública)
 No. 2007.71.00.034718-7

  	
   

  	
  2007

  	
   

  	
  Federal Public Prosecutor – City of Porto Alegre, State of Rio Grande
  do Sul

  	
   

  	
  Federal Public Prosecutor - City of Porto Alegre, State of Rio Grande
  do Sul

  	
   

  	
  Plaintiff
  has not designated a specific amount in connection with this claim.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “Class Action”
  (Ação
  Popular)
 02.4.01014697-5

  	
   

  	
  September 19, 2001

  	
   

  	
  1tstCourt of
  Public Registries of Vitória, State of Espírito Santo

  	
   

  	
  Marcelo Calazans Soares

  	
   

  	
  R$ 4.902.716,95

  



 


2