<PAGE>

                                                                   Exhibit 10.21

================================================================================

                                  $380,000,000
                                CREDIT AGREEMENT


                            dated as of May 23, 2002


                                      among


                             NEWARK FINANCIAL INC.,
                      VCP EXPORTADORA E PARTICIPACOES S.A.,
                        VOTORANTIM CELULOSE E PAPEL S.A.,
                                VCP TRADING N.V.,
                             VCP NORTH AMERICA INC.,


                                CERTAIN LENDERS,


                               ABN AMRO BANK N.V.,
                          as the Administrative Agent,


                                       and


                              THE BANK OF NEW YORK,
                             as the Collateral Agent



                      ------------------------------------


                               ABN AMRO BANK N.V.,

                                 as the Arranger

================================================================================

<PAGE>

TABLE OF CONTENTS

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                                                                            ----

                                    ARTICLE I
                                   DEFINITIONS

Section 1.1     Certain Defined Terms ........................................ 1
Section 1.2     Other Interpretive Provisions ............................... 15

                                   ARTICLE II
                                   LOANS, ETC

Section 2.1     Loans ....................................................... 16
Section 2.2     Borrowing ................................................... 16
Section 2.3     Fees ........................................................ 17
Section 2.4     Several Obligations; Remedies Independent ................... 17
Section 2.5     Notes ....................................................... 17

                                   ARTICLE III
                       PAYMENTS OF PRINCIPAL AND INTEREST

Section 3.1     Repayment of the Loans ...................................... 17
Section 3.2     Interest .................................................... 17
Section 3.3     Optional Pre-payments ....................................... 18
Section 3.4     Payments .................................................... 18
Section 3.5     Pro Rata Treatment .......................................... 19
Section 3.6     Certain Notices ............................................. 19
Section 3.7     Non-Receipt of Funds by the Administrative Agent ............ 19
Section 3.8     Set-Off; Sharing of Payments ................................ 20

                                   ARTICLE IV
                              YIELD PROTECTION, ETC

Section 4.1     Additional Costs ............................................ 21
Section 4.2     Substitute Basis ............................................ 22
Section 4.3     Illegality .................................................. 23
Section 4.4     Funding Losses .............................................. 23
Section 4.5     Taxes ....................................................... 24

                                    ARTICLE V
                   COLLECTION ACCOUNT, COLLATERAL ACCOUNT, ETC

Section 5.1     The Collection Account ...................................... 26
Section 5.2     The Collateral Account ...................................... 26
Section 5.3     Releases from the Collection Account, the Collection
                Subaccount and the Collateral Account ....................... 27
Section 5.4     Remedies During Events of Default ........................... 28
Section 5.5     Certain Rights and Duties of the Collateral Agent ........... 29


                                                              Credit Agreement i

<PAGE>

TABLE OF CONTENTS
(continued)

                                                                            Page
                                                                            ----

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

Section 6.1     Conditions Precedent ........................................ 29
Section 6.2     Additional Conditions ....................................... 32
Section 6.3     Satisfaction of Conditions Precedent ........................ 33

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

Section 7.1     Power and Authority ......................................... 34
Section 7.2     Subsidiaries ................................................ 34
Section 7.3     Due Authorization, Etc ...................................... 34
Section 7.4     No Additional Authorization Required ........................ 35
Section 7.5     Legal Effect ................................................ 35
Section 7.6     Financial Statements ........................................ 36
Section 7.7     Ranking; Priority ........................................... 36
Section 7.8     No Actions or Proceedings ................................... 36
Section 7.9     Commercial Activity; Absence of Immunity .................... 36
Section 7.10    Taxes ....................................................... 37
Section 7.11    Legal Form .................................................. 37
Section 7.12    Full Disclosure ............................................. 38
Section 7.13    Security Interest ........................................... 38
Section 7.14    Title to Assets; Liens ...................................... 38
Section 7.15    No Defaults ................................................. 39
Section 7.16    Solvency .................................................... 39
Section 7.17    Investment Company Act ...................................... 39
Section 7.18    UCC Matters ................................................. 39

                                  ARTICLE VIII
                                    COVENANTS

Section 8.1     Corporate Existence; Inspection; Books and Records .......... 40
Section 8.2     Compliance with Applicable Laws; Insurance .................. 41
Section 8.3     Governmental Approvals ...................................... 41
Section 8.4     Reporting Requirements ...................................... 42
Section 8.5     Ranking; Priority ........................................... 43
Section 8.6     Debt ........................................................ 44
Section 8.7     Negative Pledge ............................................. 46
Section 8.8     Transactions With Affiliates ................................ 47
Section 8.9     Line of Business, Etc ....................................... 47
Section 8.10    Use of Proceeds ............................................. 48
Section 8.11    Further Assurances .......................................... 48
Section 8.12    Merger, Etc ................................................. 48
Section 8.13    Export Arrangements ......................................... 50
Section 8.14    Syndication ................................................. 51

                                                             Credit Agreement ii

<PAGE>

TABLE OF CONTENTS
(continued)

                                                                            Page
                                                                            ----

Section 8.15    Investment Company Act .....................................  52
Section 8.16    Portuguese Translation .....................................  52

                                   ARTICLE IX
                                EVENTS OF DEFAULT

Section 9.1     Events of Default ..........................................  52

                                    ARTICLE X
                                   THE AGENTS

Section 10.1    Appointment, Powers and Immunities .........................  56
Section 10.2    Reliance by the Agents .....................................  57
Section 10.3    Defaults ...................................................  57
Section 10.4    Rights as a Lender .........................................  58
Section 10.5    Indemnification ............................................  58
Section 10.6    Non-Reliance upon the Agents and other Lenders .............  58
Section 10.7    Failure to Act .............................................  59
Section 10.8    Resignation or Removal of the Agents .......................  59

                                   ARTICLE XI
           VCP EXPORTADORA'S GUARANTY OF NEWARK AND NEWARK'S GUARANTY
                           OF THE NEWARK SUBSIDIARIES

Section 11.1    Guaranty ...................................................  60
Section 11.2    Guaranty Unconditional .....................................  60
Section 11.3    Discharge Only upon Payment in Full; Reinstatement
                In Certain Circumstances ...................................  61
Section 11.4    Waiver by VCP Exportadora and Newark .......................  61
Section 11.5    Subrogation ................................................  61
Section 11.6    Stay of Acceleration .......................................  62

                                   ARTICLE XII
                        VCP'S GUARANTY OF VCP EXPORTADORA

Section 12.1    Guaranty ...................................................  62
Section 12.2    Guaranty Unconditional .....................................  62
Section 12.3    Discharge Only upon Payment in Full; Reinstatement
                In Certain Circumstances ...................................  63
Section 12.4    Waiver by VCP ..............................................  63
Section 12.5    Subrogation ................................................  64
Section 12.6    Stay of Acceleration .......................................  64

                                  ARTICLE XIII
                                  MISCELLANEOUS

Section 13.1    Waiver .....................................................  64

                                                            Credit Agreement iii

<PAGE>

TABLE OF CONTENTS
(continued)

                                                                            Page
                                                                            ----

Section 13.2    Notices ....................................................  64
Section 13.3    Expenses; Indemnity ........................................  65
Section 13.4    Amendments, Etc ............................................  66
Section 13.5    Successors and Assigns .....................................  67
Section 13.6    Third Party Beneficiaries ..................................  68
Section 13.7    Assignments and Participations .............................  69
Section 13.8    Survival ...................................................  71
Section 13.9    Captions ...................................................  71
Section 13.10   Counterparts ...............................................  71
Section 13.11   Governing Law ..............................................  71
Section 13.12   Jurisdiction, Service of Process and Venue .................  71
Section 13.13   Waiver of Jury Trial .......................................  73
Section 13.14   Waiver of Immunity .........................................  73
Section 13.15   Judgment Currency ..........................................  73
Section 13.16   Use of English Language ....................................  74
Section 13.17   Entire Agreement ...........................................  74
Section 13.18   Severability ...............................................  74
Section 13.19   No Fiduciary Relationship or Partnership ...................  74
Section 13.20   Confidentiality ............................................  75
Section 13.21   Payments Set Aside .........................................  75
Section 13.22   No Petition Covenant .......................................  76

                                                             Credit Agreement iv

<PAGE>


ANNEXES, SCHEDULES AND EXHIBITS

ANNEX 1         Lenders and Commitments

SCHEDULE 1      Initial Eligible Buyers

EXHIBIT A-1     Form of Note
EXHIBIT A-2     Form of Newark Note
EXHIBIT B       Form of Assignment Agreement
EXHIBIT C       Form of Notice of Borrowing

                                                              Credit Agreement v

<PAGE>

     CREDIT AGREEMENT, dated as of May 23, 2002 (this "Agreement"), among NEWARK
FINANCIAL INC., a company organized under the laws of the British Virgin Islands
("Newark"), VCP EXPORTADORA E PARTICIPACOES S.A., a Brazilian corporation ("VCP
Exportadora"), VOTORANTIM CELULOSE E PAPEL S.A., a Brazilian corporation
("VCP"), VCP TRADING N.V., a public limited liability company incorporated under
the laws of the Netherlands Antilles, VCP NORTH AMERICA INC., a corporation duly
organized under the laws of the State of Delaware (with VCP Trading N.V., a
"Newark Subsidiary"), each of the lenders that is a signatory hereto under the
caption "LENDERS" on the signature pages hereto and each other Person that
becomes a "Lender" after the date hereof pursuant to Section 13.7 (each a
"Lender"), ABN AMRO BANK N.V., 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, as the collateral agent for
the Secured Parties (as defined below) (in such capacity, together with its
successors in such capacity, the "Collateral Agent").

                                    RECITALS

     WHEREAS, VCP, VCP Exportadora, Newark and the Newark Subsidiaries have
requested that the Lenders make loans to one or both of the Newark Subsidiaries
in an aggregate principal amount up to but not exceeding $380,000,000, and

     WHEREAS, the Lenders are prepared to make such loans upon and subject to
the terms and conditions hereof, including the agreement of VCP to sell (or
cause to be sold) sufficient products to Newark so that the Loans shall be
repaid from the collections on receivables that are generated from the sale by
Newark and the Newark Subsidiaries of such products to certain eligible
customers,

     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:

           "ABN AMRO" means ABN AMRO Bank N.V., a public limited liability
     company incorporated under the laws of the Netherlands.

           "Account Collateral" has the meaning set forth in the Security
     Agreement.

           "Account Control Agreement" has the meaning set forth in the Security
     Agreement.

           "Administrative Agent" has the meaning set forth in the introduction
     hereto.

                                                              Credit Agreement 1

<PAGE>

     "Administrative Agent's Account" means the account of the Administrative
Agent maintained by the Administrative Agent at ABN AMRO, ABA #026-009-580,
Account No. 650001178941, for credit to ABN AMRO Bank N.V. - CCS, Reference:
VCP, Attention: Judith Kinney, or such other account as from time to time may be
designated by the Administrative Agent to Newark in writing.

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

     "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 vote 5% or more of the Voting Stock of
such Person or to direct or cause the direction of the management and policies
of such Person, whether through the ownership of such Voting Stock, by contract
or otherwise; provided that Aracruz shall not be considered an Affiliate of the
Obligors unless Newark and the other members of the Votorantim Group (in the
aggregate) possess, directly or indirectly, the power to vote 30% or more of the
Voting Stock of Aracruz or to direct or cause the direction of the management
and policies of Aracruz, whether through the ownership of Voting Stock, by
contract or otherwise.

     "Agent" means either the Administrative Agent or the Collateral Agent.

     "Agents' Fee Letters" means the letter agreements, dated as of the date
hereof, between each Agent and Newark providing for the payment of fees to the
Agents in connection herewith (it being understood that, notwithstanding
anything hereon to the contrary, no other Person shall have any rights with
respect thereto, including to receive a copy thereof).

     "Agreement" has the meaning set forth in the introduction hereto.

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

     "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
and Newark as the office by which its Loan is to be made and maintained.

     "Applicable Margin" means 2.00% per annum.

                                                              Credit Agreement 2

<PAGE>

     "Aracruz" means Aracruz Celulose S.A., a Brazilian corporation, and its
successors.

     "Arranger" means ABN AMRO.

     "Assignment Agreement" means an agreement in substantially the form of
Exhibit B.

     "Bank Percentage" has the meaning set forth in the Security Agreement.

     "BNDES" means Banco Nacional de Desenvolvimento Economico e Social, the
Brazilian national development bank.

     "Borrowing Date" means the date of the making of the Loans.

     "Brazil" means the Federative Republic of Brazil.

     "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, Sao Paulo, Brazil, the notice location of either Agent as described in
Section 13.2 (which on the Closing Date is Chicago, Illinois for the
Administrative Agent and New York City, New York for the Collateral Agent) 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. VCP shall notify the Agents of each day (other than a Saturday or
Sunday) on which commercial banks in Sao Paulo, Brazil are authorized or
required to be closed (except that the Agents shall be deemed to have notice
that New Year's Day (January 1), Sao Paulo City Foundation Day (January 25),
Tiradentes Day (April 21), Labor Day (May 1), 1932 Revolution Day (July 9),
Brazilian Independence Day (September 7), Brazilian Patron Saint Day (October
12), All Soul's Day (November 2), Republic Day (November 15) and Christmas Day
(December 25) are such days and VCP shall not be required to provide any such
notice with respect to any such days).

     "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 any and all shares, interests, participations, quotas
or other equivalents (however designated) of capital stock of a corporation, any
and all ownership interests in a Person other than a corporation and any and all
warrants or options to purchase any of the foregoing.

     "Carry-over Amounts" has the meaning set forth in Section 5.3(a).

     "Cash Equivalents" means any of the following: (a) readily marketable
direct obligations of the government of the United States of America or any
agency or

                                                              Credit Agreement 3

<PAGE>

instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the government of the Untied States, (b) insured
certificates of deposit of or time deposits with any commercial bank that is a
Lender or a member of the Federal Reserve System, issues (or the parent of which
issues) commercial paper rated as described in clause (c), is organized under
the laws of the United States of America or any State (or the District of
Columbia) thereof and has combined capital and surplus of at least
$1,000,000,000, (c) commercial paper in an aggregate amount of no more than
$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 of America and rated at least "Prime-1" (or the then equivalent
grade) by Moody's and "A-1" (or the then equivalent grade) by S&P, or (d) other
investments considered as cash equivalents under Brazilian GAAP.

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

     "Change in Control" means that: (a) Hejoassu shall cease to own, directly
or indirectly, beneficially and of record, at least a majority of the
outstanding Voting Stock of VCP or any of the Stand-by Exporters or shall cease
to have the power to direct or cause the direction of the management and
policies of VCP or any of the Stand-by Exporters, (b) VCP shall cease to own,
directly or indirectly, beneficially and of record, 100% of the outstanding
shares of Capital Stock of VCP Exportadora or shall cease to have the power to
direct or cause the direction of the management and policies of VCP Exportadora,
(c) VCP Exportadora shall cease to own, directly or indirectly, beneficially and
of record, 100% of the outstanding shares of Capital Stock of Newark or shall
cease to have the power to direct or cause the direction of the management and
policies of Newark or (d) Newark shall cease to own, directly or indirectly,
beneficially and of record, 100% of the outstanding shares of Capital Stock of
either of the Newark Subsidiaries or shall cease to have the power to direct or
cause the direction of the management and policies of either Newark Subsidiary.

     "Citrovita" means Citrovita Agro Industrial Ltda., a Brazilian corporation,
and its successors and assigns.

     "Closing Date" means the date on which the conditions precedent specified
in Section 6.1 have been satisfied.

     "Collateral" means the Collateral (as defined in the Security Agreement)
and all other Property that, in accordance with the Loan Documents, from time to
time is subject to any Lien in favor of either Agent on behalf of the Secured
Parties.

     "Collateral Account" has the meaning set forth in the Security Agreement.

     "Collateral Account Reserve Amount" means, with respect to any Interest
Period, the aggregate Debt Service Amount for all Payment Dates scheduled to
occur within the three month period beginning with the first day of such
Interest Period (with respect to

                                                              Credit Agreement 4

<PAGE>

Interest Periods for which the LIBO Rate has not yet been determined, calculated
assuming a LIBO Rate equal to the then-existing LIBO Rate).

     "Collateral Account Termination Date" has the meaning set forth in
Section 5.2(a).

     "Collateral Agent" has the meaning set forth in the introduction hereto.

     "Collection Account" has the meaning set forth in the Security Agreement.

     "Collection Subaccount" has the meaning set forth in the Security
Agreement.

     "Commitment" means, as to each Lender, the obligation of such Lender, on
and subject to the terms and conditions of this Agreement, to make Loans to the
Newark Subsidiaries in an aggregate principal amount up to but not exceeding the
amount specified opposite its name on Annex 1.

     "Commitment Termination Date" means the earlier to occur of: (a)
May 23, 2002 and (b) the occurrence of a Default.

     "Confidential Information" means information that any Obligor (or any of
its Affiliates on behalf of such Obligor) furnishes to either 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 either Agent or any Lender from a source
other than an Obligor (or any such Affiliate), which source is not subject to a
confidentiality agreement or undertaking with respect to such information that
is known to such Agent or Lender.

     "Coverage Ratio" means, for any Interest Period, the ratio of: (a) the sum
of: (i) the Carry-over Amounts (if any) from the previous Interest Period plus
(ii) the aggregate amount of Tested Collections received during: (A) for the
first Interest Period, the period from the beginning of such Interest Period to
and including the day that is 30 days before the end of such Interest Period
(or, if such last day is not a Business Day, then the next Business Day), and
(B) for all other Interest Periods, the period from the beginning of such
Interest Period to and including the day that is 10 days before the end of such
Interest Period (or, if such last day is not a Business Day, then the next
Business Day), minus (iii) the Other Debt Service Amount for such Interest
Period (and the Payment Date at the end thereof) to (b) the Debt Service Amount
for the Payment Date at the end of such Interest Period.

     "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 (whether payable to Affiliates or other Persons) incurred in the
ordinary course of such Person's business, but only if and for so long as such
trade payables remain payable on customary trade terms, and 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


                                                              Credit Agreement 5

<PAGE>

any securitization of any products, receivables or other Property, (e) all
obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to Property acquired by such Person
(even though the rights and remedies of the seller or the lender under such
agreement in the event of default are limited to repossession or sale of such
Property), (f) all Capital Lease Obligations and similar obligations under
"synthetic leases" of such Person, (g) all obligations, contingent or otherwise,
of such Person in respect of acceptances, letters of credit, financial guaranty
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 net obligations of such Person in respect of any
interest rate protection agreement or any currency swap, cap or collar agreement
or similar arrangement entered into by such Person providing for the transfer or
mitigation of interest rate or currency risks either generally or under specific
contingencies (but without regard to any notional principal amount relating
thereto), (j) all Debt of other Persons referred to in clauses (a) through (i)
or clause (k) that is Guaranteed by such Person and (k) all Debt referred to in
clauses (a) through (j) 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 Debt.

     "Debt Service Amount" means, for any Payment Date, the aggregate amount of
principal, interest, fees, expenses and other amounts scheduled (i.e., without
regard to any increase payable under the Loan Documents due to an Event of
Default) under the Loan Documents to be payable on such Payment Date or during
the Interest Period ending on such Payment Date (plus any such amounts overdue
from prior periods).

     "Debt Service Coverage Ratio" means, as of the last day of any fiscal
quarter of VCP, the ratio (expressed as a decimal) of: (a) the sum of: (i)
EBITDA for the four consecutive fiscal quarters ending on such day plus (ii) the
amount of cash on VCP's consolidated balance sheet as of such day plus (iii) the
sum of, for each marketable security (including Cash Equivalents) on VCP's
consolidated balance sheet as of such day, the lower of: (A) the face value and
(B) the market value of such marketable security as of such day, to (b) the
amount of Total Debt that is scheduled to mature during the four consecutive
fiscal quarters after such day plus the actual Interest Expense incurred during
the four consecutive fiscal quarters ending on such day. For the purpose of
clarification, the calculation of Debt Service Coverage Ratio (and all
components thereof) shall be made using Brazilian GAAP.

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

     "Default Rate" means, at any time of determination, a rate per annum equal
to the sum of 2% per annum plus the Applicable Margin plus the LIBO Rate for the
then-current Interest Period.

     "Dollars" and "$" mean lawful money for the time being of the United States
of America.


                                                              Credit Agreement 6

<PAGE>

     "EBITDA" means, during any period, the total earnings of VCP (on a
consolidated basis) before income taxes, Interest Expense, depreciation and
amortization during such period, eliminating from the calculation of such
earnings: (a) any net income or gain (or net loss), net of any tax effect,
during such period from any extraordinary items, (b) any interest income during
such period, (c) gains or losses during such period on the sale of Property
(other than the sale of inventory in the ordinary course of business), (d) any
other extraordinary non-cash items deducted from or included in the calculation
of pre-tax net income for such period (other than items that will require cash
payments and for which an accrual or reserve has been, or is required by GAAP to
be, made), (e) the EBITDA for such period of any Subsidiaries or other Property
disposed of or discontinued during such period and (f) any net income or gain
(or net loss) on any foreign exchange transactions or net monetary positions.

     "Eligible Assignee" means: (a) a commercial bank, savings and loan
association, savings bank, finance company, insurance company or other financial
institution or fund (whether a corporation, partnership or other entity) having
total assets in excess of $100,000,000 (or its equivalent in any other
currency), (b) the central bank of any OECD Country, (c) a Lender or (d) an
Affiliate of a Lender (provided that, for as long as VCP Trading N.V. is a
borrower hereunder, such Affiliate of a Lender must qualify as a professional
market party within the meaning of Section 1 of the Implementing Regulation of
Section 1(3) of the Netherlands Antilles Ordinance on the Supervision of Credit
Institutions 1994 dated December 18, 1995); and provided further that neither
any Obligor nor any Affiliate of any thereof shall qualify as an Eligible
Assignee under any of the above clauses.

     "Eligible Buyer" means: (a) subject to Section 8.13(h), each of the Persons
named on Schedule 1, (b) each other Person designated in writing to the
Administrative Agent by Newark from time to time that has its principal place of
business in an OECD Country other than Brazil and that has a long-term unsecured
foreign currency debt rating of at least "A" by Standard & Poor's or "A2" by
Moody's, (c) each other Person designated in writing to the Administrative Agent
by Newark from time to time (each of which shall have its principal place of
business in an OECD Country other than Brazil) hereafter approved in writing by
the Majority Lenders, (d) each other Person designated in writing to the
Administrative Agent by Newark from time to time whose obligations under its
Receivables shall either be: (i) covered in full by credit insurance, (ii)
covered in full by letters of credit (in each of clauses (i) and (ii), which
credit insurance or letter of credit is issued by an OECD Country-based (other
than Brazil) institution whose long-term unsecured foreign currency debt is
rated at least "A" by Standard & Poor's or "A2" by Moody's (each an "Eligible
Financial Institution")), or (iii) Guaranteed in full by a Person described in
clause (a), (b) or (c) above, and (e) each other Person designated in writing to
the Administrative Agent by Newark from time to time and having its principal
place of business in a country (other than Brazil) dealings with which are not
generally prohibited by U.S. law or by the United Nations, which Person shall
have entered into one or more Sales Agreements that call for payment in full on
a pre-shipment basis. Notwithstanding the above, in no event shall the Obligors
or an Affiliate thereof be considered an Eligible Buyer.


                                                              Credit Agreement 7

<PAGE>

     "Eligible Financial Institution" has the meaning set forth in clause (d) of
the definition of "Eligible Buyer."

     "Environmental Laws" means all Applicable Laws related to pollution, the
protection of the environment or the treatment, storage, disposal, release,
threatened release or handling of hazardous materials, and any specific
agreements entered into with any Governmental Authorities that include
commitments related to environmental matters.

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

     "Excluded Taxes" has the meaning set forth in the definition of "Taxes."

     "Export Agreement" means, with respect to each Stand-by Exporter, the
Export Agreement, dated as of the date hereof, among Newark, such Stand-by
Exporter and the Collateral Agent.

     "Export Arrangements" means, collectively, each Export Agreement and Sales
Agreement.

     "External Debt" means Debt of a Person denominated in a currency other than
the lawful currency of the British Virgin Islands, the Netherlands Antilles or
Brazil.

     "Final Maturity Date" means May 23, 2005.

     "Fiscal Semester" means each period from and including January 1 through
and including June 30 of each year and from and including July 1 through and
including December 31 of each year.

     "Fitch" means Fitch, Inc. or any successor thereto.

     "GAAP" means, with respect to any Person, the generally accepted accounting
principles (as in effect from time to time) applicable to it in its home
jurisdiction.

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

     "Guaranty" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person,
including any obligation, direct or indirect, contingent or otherwise, of such
other Person: (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) any Debt


                                                              Credit Agreement 8

<PAGE>

(whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase Property, securities and/or services, to take-or-pay or
to maintain financial statement conditions or otherwise, other than agreements
to purchase Property, securities and/or services at an arm's-length price in the
ordinary course of business) or (b) 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 Guaranty shall not include endorsements for collection or deposit in
the ordinary course of business. The term "Guaranty" used as a verb has a
corresponding meaning.

     "Hejoassu" means Hejoassu Administracao Ltda., a Brazilian corporation.

     "Interest Expense" means, for any period, interest (or similar) expense on
the Debt of VCP (on a consolidated basis), including (without duplication): (a)
fees (including commitment fees and insurance premiums), (b) net payments under
any interest rate protection agreement or other hedging agreement, (c) the
interest portion of any deferred payment obligations, (d) all fees and charges
owed with respect to letters of credit or performance or other bonds, (e) all
accrued or capitalized interest, (f) any amortization of debt discount and (g)
all but the principal component of payments relating to Capital Lease
Obligations.

     "Interest Period" means: (a) initially, the period commencing on and
including the Borrowing Date and ending on but excluding the first Payment Date,
and (b) thereafter, the period from the end of the preceding Interest Period to
but excluding the next Payment Date.

     "Lender" has the meaning set forth in the introduction hereto.

     "Letter of Instructions" has the meaning set forth in the Security
Agreement.

     "LIBO Rate" means, for any Interest Period, the offered rate for deposits
in Dollars equal to or nearest the number of days in such Interest Period that
appears on Page 3750 of the Telerate Service of Bridge Information Services (or
such other page as may replace such page on that service) ("Page 3750") as of
approximately 11:00 a.m. (London time) on the date two Business Days before the
first day of such Interest Period; provided that: (a) if such rate does not
appear on Page 3750, then the "LIBO Rate" shall mean, with respect to each day
during such Interest Period, the offered rate for deposits in Dollars equal to
or nearest the number of days in such Interest Period that appears on the
Reuters Screen LIBO Page as of approximately 11:00 a.m. (London time) on the
date two Business Days before the first day of such Interest Period, and (b) if
such rates do not appear on either Page 3750 or the Reuters Screen LIBO Page,
then the "LIBO Rate" shall mean, with respect to each day during such Interest
Period, the rate per annum 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 Dollar deposits
are offered to such Reference Bank by prime banks at or about 11:00 a.m. (London
time) two Business Days before the first day of such Interest Period in the
London interbank market for delivery on the first day of such Interest Period
for a period


                                                              Credit Agreement 9

<PAGE>

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
(alienacao fiduciaria), charge, encumbrance or other security interest or any
preferential arrangement (including a securitization) that has the practical
effect of creating a security interest.

     "Loan" has the meaning set forth in Section 2.1(a).

     "Loan Documents" means, collectively, this Agreement, the Notes, the Newark
Notes, the Security Agreement, the Account Control Agreements, the Export
Agreements, the Letters of Instructions, the Agents' Fee Letters, the
Subordination Agreement and each other agreement executed in connection herewith
and therein identified as such (and, unless the Administrative Agent is a party
thereto, consented to by the Administrative Agent).

     "Majority Lenders" means, at any time of determination, Lenders having more
than 50% of the aggregate principal amount of the Loans then outstanding or, if
the Borrowing Date has not yet occurred, more than 50% of the aggregate amount
of the Commitments.

     "Majority Secured Parties" has the meaning set forth in the Security
Agreement.

     "Material Adverse Effect" means a material adverse effect on: (a) the
business, condition (financial or otherwise), operations, performance or
Properties of VCP and its Subsidiaries (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 (c) the rights and/or remedies of any of the Secured Parties hereunder
or under any of the other Loan Documents (it being understood that whether or
not something has a material adverse effect shall take into account (to the
extent relevant) any insurance, indemnities, rights of contribution and/or
similar rights and claims available and applicable so long as consideration is
given to the nature and quality of, and likelihood of recovery under, such
insurance, indemnities, rights of contribution and/or similar rights and
claims).

     "Maximum Debt Service Amount" means, as of any date of determination, the
highest sum of the Debt Service Amount and the Other Debt Service Amount
scheduled to be paid on any Payment Date (or during the Interest Period ending
on such Payment Date) on or after such determination date (provided that
interest payable for each item of Debt shall be calculated as the product of:
(a) the then-current interest rate corresponding to such Debt plus, for any Debt
with a floating interest rate, an additional 1% per annum, (b) the outstanding
principal amount of such Debt scheduled to be in effect on such Payment Date
immediately before the payment of principal (if any) scheduled to be paid on
such Payment Date and (c) the number of days in the applicable Interest Period
(with respect to fixed interest rates, based upon a month of 30 days) divided by
360 (or 365/366 to the extent so provided in the documentation for such Debt)).

     "Moody's" means Moody's Investors Service, Inc. or any successor thereto.


                                                             Credit Agreement 10

<PAGE>

     "Net Debt" means, as of the last day of any Fiscal Semester of VCP, its
Total Debt as of such date minus the sum of: (a) the aggregate amount of cash on
its consolidated balance sheet as of such day plus (b) the sum of, for each
marketable security (including Cash Equivalents) on VCP's consolidated balance
sheet as of such day, the lower of: (i) the face value and (ii) the market value
of such marketable security as of such day. For the purpose of clarification,
the calculation of Net Debt (and all components thereof) shall be made using
Brazilian GAAP.

     "Net Debt to EBITDA Ratio" means, as of the last day of any Fiscal Semester
of VCP, the ratio (expressed as a decimal) of: (a) its Net Debt as of such day
to (b) EBITDA for the two most recent Fiscal Semesters ending on such date. For
the purpose of clarification, the calculation of Net Debt to EBITDA Ratio (and
all components thereof) shall be made using Brazilian GAAP.

     "Newark" has the meaning set forth in the introduction hereto.

     "Newark Note" has the meaning set forth in Section 2.5(b).

     "Newark Subsidiaries" has the meaning set forth in the introduction hereto.

     "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.

     "Nitro Quimica" means Cia. Nitro Quimica Brasileira, a Brazilian
corporation, and its successors and assigns.

     "Note" has the meaning set forth in Section 2.5(a).

     "Notice of Borrowing" has the meaning set forth in Section 2.2.

     "Obligors" means, collectively, Newark, each Newark Subsidiary, VCP, VCP
Exportadora and each Stand-by Exporter.

     "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 estatutos sociais,
by-laws or other similar document, (c) any certificate of designation or other
document relating to the rights of preferred shareholders or other equity
holders of such Person, (d) any shareholder rights agreement, registration
rights agreement, joint venture agreement or other similar agreement relating to
such Person and (e) all resolutions and consents of the shareholders (or similar
owners), the board of directors (or any committee thereof) or similar governing
body of such Person.

     "Other Agent" means the agent, trustee or other Person identified by Newark
as such to the Agents at the time of Newark's entering into the Other Facility
(if any), which Person shall have delivered to the Collateral Agent (in form and
substance satisfactory to


                                                             Credit Agreement 11

<PAGE>

the Collateral Agent) its acknowledgment of (and agreement to be bound by) the
provisions of the Security Agreement. The Agents shall not comply with notice of
any change in such Person without the written notice of the existing Other Agent
and the receipt of an acknowledgment and agreement from the new Other Agent
similar to the one described in the preceding sentence.

     "Other Debt Service Amount" has the meaning set forth in the Security
Agreement.

     "Other Facility" means a separate loan, securities or other facility
entered into by Newark and/or the Newark Subsidiaries that, to the extent
described in the Security Agreement, is secured by the Sales Collateral and the
Collection Account.

     "Participant" has the meaning set forth in Section 13.7(c).

     "Payment Date" means August 26, 2002 and the 24th day of each calendar
month thereafter; 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 3.7.

     "Permitted Investments" means any security issued by a Person organized in
the United States (including the government of the United States of America, 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 (or is a mutual fund) and is rated at least "AA" or "Aa2"
(or its equivalent with respect to a mutual fund) by Standard & Poor's or
Moody's, respectively.

     "Permitted Liens" means:

           (a) Liens imposed by Applicable Law that were incurred in the
     ordinary course of business, including carriers', warehousemen's and
     mechanics' liens, statutory landlord's liens and other similar liens and
     encumbrances arising in the ordinary course of business, in each case that:
     (i) do not in the aggregate materially detract from the value of the
     Property subject thereto or materially impair the use thereof in the
     operations of the business of the Person owning such Property or (ii) are
     being contested in good faith by appropriate proceedings promptly initiated
     and diligently conducted, which proceedings have the effect of preventing
     the forfeiture or sale of the Property subject to such liens and/or
     encumbrances,

           (b) Liens securing taxes, assessments and other governmental charges
     or levies, in each case the payment of which is not yet due or is being
     contested in good faith by appropriate proceedings promptly initiated and
     diligently conducted and for which such reserve or other appropriate
     provisions, if any, as shall be required by GAAP shall have been made,


                                                             Credit Agreement 12

<PAGE>

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

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

     "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.

     "Principal Payment Date" means each Payment Date from and including the
Payment Date in June 2003.

     "Process Agent" has the meaning set forth in Section 13.12(b).

     "Products" means: (a) wood pulp, coated and uncoated papers and other
products, in each case produced by VCP or a Stand-by Exporter in Brazil, (b)
other products produced in Brazil by any other Person and sold by VCP (or one of
its Subsidiaries) to Newark to satisfy the obligations under Section 8.13(d),
and (c) other products purchased by Newark from another Person as described in
Section 8.6(c)(ii)(A).

     "Projected Available Collections" means, with respect to any Interest
Period: (a) the aggregate amount of collections relating to export sales of
VCP's Products projected to be received from Eligible Buyers during such
Interest Period minus (b) the sum of the aggregate amount of principal,
interest, fees, expenses and other amounts (multiplied by the higher of one and
any minimum required debt service coverage ratio for the applicable Debt) that
is projected to be paid during such Interest Period (and on the Payment Date at
the end thereof) by VCP (and/or any of its Subsidiaries) on all outstanding Debt
(other than the Debt under this Agreement and the other Loan Documents) that is
secured by (or otherwise expected to be repaid from) collections relating to
export sales of VCP's Products; provided that interest payable on any such Debt
that does not have a fixed interest rate shall be calculated using an interest
rate equal to the then-current interest rate corresponding to such Debt plus an
additional 1% per annum, plus (c) with respect to each such other Debt facility,
but without duplication, the lower of: (i) the amount included in clause (b) for
such Interest Period with respect to such item of Debt and (ii) the aggregate
amount of collections relating to export sales of VCP's Products projected to be
received during such Interest Period from "eligible buyers" (or a similar
concept) under such Debt facility that are not also Eligible Buyers hereunder.

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

     "Rating Agency" means any of Standard & Poor's, Moody's or Fitch.


                                                             Credit Agreement 13

<PAGE>

     "Receivable" means each account or payment intangible (each as defined in
Article 9 of the UCC) or similar obligation arising under any Sales Agreement
(including any such agreement that no longer exists).

     "Reference Banks" means the principal London offices of ABN AMRO, Citibank,
N.A. and Barclays Bank PLC.

     "Register" has the meaning set forth in Section 13.7(b).

     "Required Payment" has the meaning set forth in Section 3.7.

     "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.

     "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 Newark or either Newark Subsidiary (or any other Person on its
behalf) with a customer for the sale of Products.

     "Sales Collateral" has the meaning set forth in the Security Agreement.

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

     "Security Agreement" means the Security Agreement, dated as of the date
hereof, among Newark, the Newark Subsidiaries and the Collateral Agent.

     "Specified Event" means the failure to obtain a Coverage Ratio for any
Interest Period of at least 1.00.

     "Standard & Poor's" means Standard & Poor's Ratings Group, a division of
McGraw-Hill, Inc., or any successor thereto.

     "Stand-by Exporter" means each of Citrovita and Nitro Quimica.

     "Subordination Agreement" means the Subordination Agreement, dated as of
the date hereof, among VCP, VCP Exportadora, each Newark Subsidiary, Newark and
the Administrative Agent and to which additional Affiliates of Newark may from
time to time enter into a joinder thereto.

     "Subsidiary" means, with respect to any Person, any corporation or other
entity more than 50% of the Voting Stock in which is owned or controlled,
directly or indirectly, by such Person and/or by any Subsidiary of such Person.


                                                             Credit Agreement 14

<PAGE>

                  "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, on or in respect of any Loan Document, any Loan, any Sales
         Agreement, any payment under this Agreement, any other Loan Document or
         any Sales Agreement or the recording, registration, notarization or
         other formalization of any thereof; provided that Taxes shall not
         include any of the following excluded taxes ("Excluded Taxes"): (a) any
         income, franchise, real property or other similar taxes imposed upon
         any Secured Party by the jurisdiction under the laws of which such
         Secured Party is organized, in which such Secured Party has its
         principal place of business or permanent establishment or, if a Lender,
         in which its Applicable Lending Office is located and (b) any taxes
         that are attributable solely to the failure of any Secured Party to
         comply with Section 4.5(e).

                  "Tested Collections" means, subject to Section 5.1(b), the
         collections in respect of Receivables that are deposited into the
         Collection Account by: (a) Eligible Buyers (or Eligible Financial
         Institutions on their behalf) that have received Letters of
         Instructions by the time of such deposit and (b) customers of Products
         purchased under a supply agreement provided pursuant to Section
         8.6(c)(ii).

                  "Total Capitalization" means, as of the last day of any fiscal
         quarter of VCP, the sum of: (a) the Total Debt as of such day plus (b)
         the net worth of VCP (on a consolidated basis) as of such day plus (c)
         without duplication of clause (b), the sum of minority interests in
         other Persons held by VCP (on a consolidated basis) as of such day.

                  "Total Debt" means, as of the last day of any fiscal quarter
         of VCP, the aggregate outstanding principal amount of Debt of VCP (on a
         consolidated basis) as of such day.

                  "Total Debt to Total Capitalization Ratio" means, as of the
         last day of any Fiscal Semester of VCP, the ratio (expressed as a
         decimal) of: (a) the Total Debt as of such day to (b) the Total
         Capitalization as of such day. For the purpose of clarification, the
         calculation of the Total Debt to Total Capitalization Ratio (and all
         components thereof) shall be made using Brazilian GAAP.

                  "UCC" means the Uniform Commercial Code as in effect in the
         State of New York.

                  "U.S. GAAP" means the generally accepted accounting principles
         in the United States of America.

                  "VCP" has the meaning set forth in the introductory paragraph
         hereto.

                  "VCP Exportadora" has the meaning set forth in the
         introductory paragraph hereto.

                  "VCP Party" means each of VCP, each of its Subsidiaries
         (including VCP Exportadora, Newark and the Newark Subsidiaries) and
         each Stand-by Exporter.

                                                             Credit Agreement 15

<PAGE>

                  "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).

                  "Votorantim Group" means the group of related companies
         commonly known as the "Votorantim Group" comprised of Hejoassu and its
         Subsidiaries (which companies include each of the Obligors).

         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 Loan Documents may use several different limitations, tests or
measurements to regulate the same or similar matters. All such limitations,
tests and measurements are cumulative and shall be performed in accordance with
their terms.

     (i) The Loan Documents are the result of negotiations among and have been
reviewed by counsel to the Agents, the Arranger, the Obligors and the Lenders,
and are the products of all such Persons. Accordingly, they shall not be
construed against the Lenders, the Arranger, the

                                                             Credit Agreement 16

<PAGE>

Agents or any other Secured Party merely because of any such Person's
involvement in their preparation.


                                   ARTICLE II
                                   LOANS, ETC.

         Section 2.1 Loans. (a) Each Lender severally agrees, on and subject to
the terms and conditions of this Agreement, to make a loan or loans (its
"Loans") to one or both Newark Subsidiaries in Dollars on any one New York
Business Day on or before the Commitment Termination Date in an aggregate
principal amount up to and including, but not to exceed, the amount of such
Lender's Commitment and, as to all Lenders, in an aggregate principal amount up
to and including, but not to exceed, $380,000,000. Any amounts not borrowed on
the Borrowing Date may not be borrowed thereafter and any available amounts not
requested to be borrowed hereunder shall result in the pro rata irrevocable
termination of an equivalent amount of Commitments on the day on which the
Administrative Agent receives the Notice of Borrowing.

         (b) Except as otherwise specifically provided herein, the proceeds of
the Loans (less any fees and expenses then due and payable under Sections 2.3
and 13.3) shall be used by the Newark Subsidiaries solely to make to Newark a
prepayment for the sale of Products by Newark to such Newark Subsidiary. Newark
shall apply the proceeds of such prepayment(s) solely to finance the repayment
in full of all of its existing Debt and to fund the Collateral Account
established pursuant to Section 5.2.

         Section 2.2 Borrowing. Each Newark Subsidiary shall give the
Administrative Agent notice of a request for the Loans hereunder in
substantially the form of Exhibit C (the "Notice of Borrowing") as provided in
Section 3.6. Not later than 11:00 a.m. (New York time) on the requested
Borrowing Date, each Lender shall make available the amount of its Loan to the
Administrative Agent, at the Administrative Agent's Account, in Dollars and
immediately available funds, for the account of the applicable Newark
Subsidiary. The amount so received by the Administrative Agent shall, on the
Borrowing Date, be applied by the Administrative Agent (on behalf of the
applicable Newark Subsidiary) to pay all fees and expenses then due and payable
under Sections 2.3 and 13.3 and to make a prepayment to Newark for the sale of
Products. The Administrative Agent shall, on the Borrowing Date, apply the
proceeds of such prepayment (on behalf of Newark) to repay Newark's existing
Debt in accordance with remittance instructions delivered by Newark and, if so
requested by Newark in such instructions, to fund the Collateral Account.

         Section 2.3 Fees. Newark shall pay to the Agents and the Arranger fees
in such amounts and at such times as previously agreed upon between Newark and
each such Person, including (with respect to the Agents) as provided in the
Agents' Fee Letters.

         Section 2.4 Several Obligations; Remedies Independent. The failure of
any Lender to make the Loan(s) to be made by it on the Borrowing Date shall not
relieve any other Lender of its obligation to make its Loan(s) on such date, but
neither any Lender nor any Agent shall be responsible for the failure of any
other Lender to make the Loan(s) to be made by such other

                                                             Credit Agreement 17

<PAGE>

Lender and (except as otherwise provided in Section 3.7) no Lender shall have
any obligation to either Agent or any other Lender for the failure by such
Lender to make the Loan(s) required to be made by such Lender.

         Section 2.5 Notes. (a) The Loan(s) made by each Lender shall be
evidenced by a promissory note of the Newark Subsidiaries, substantially in the
form of Exhibit A-1 (each a "Note"), dated the Borrowing Date, payable to such
Lender in a principal amount equal to the amount of such Loan and otherwise duly
completed.

         (b) The prepayment for Products made by a Newark Subsidiary to Newark
shall be evidenced by a promissory note of Newark, substantially in the form of
Exhibit A-2 (each a "Newark Note"), dated the Borrowing Date, payable to such
Newark Subsidiary in a principal amount equal to such prepayment and otherwise
duly completed.

                                  ARTICLE III
                       PAYMENTS OF PRINCIPAL AND INTEREST

         Section 3.1 Repayment of the Loans. Each Newark Subsidiary agrees,
jointly and severally with the other Newark Subsidiary, to pay to the
Administrative Agent for the account of each Lender the full principal amount of
the Loans in 24 equal consecutive monthly installments, one payable on each
Principal Payment Date; provided that the final such installment shall be in an
amount equal to the then aggregate unpaid principal amount of the Loans. Each
Newark Subsidiary agrees that its obligations under this Agreement and the other
Loan Documents are general obligations of such Newark Subsidiary and that the
recourse of the Lenders, the Administrative Agent and the other Secured Parties
in respect thereof is not limited to the Collateral or any portion thereof.

         Section 3.2 Interest. (a) Each Newark Subsidiary agrees, jointly and
severally with the other Newark Subsidiary, to pay to the Administrative Agent
for the account of each Lender interest on the unpaid principal amount of the
Loan(s) made by such Lender for the period from and including the Borrowing Date
to but excluding the date on which such Loan is paid in full, in respect of each
Interest Period, at a rate per annum equal to the LIBO Rate for such Interest
Period plus the Applicable Margin. Such interest shall continue to accrue after
as well as before any bankruptcy, insolvency, reorganization, concordata,
liquidation, falencia, dissolution, arrangement or winding up or composition or
readjustment of debts of any VCP Party.

         (b) Notwithstanding the foregoing, each Newark Subsidiary agrees,
jointly and severally with the other Newark Subsidiary, to pay to the
Administrative Agent for the account of each Lender interest on the Loans at the
Default Rate at any time during the existence of an Event of Default.

         (c) Accrued interest on the Loans shall be payable on each Payment Date
and (on the principal amount so prepaid) upon each pre-payment of principal
thereof; provided that interest payable at the Default Rate shall also be
payable from time to time on demand by the Administrative Agent.

                                                             Credit Agreement 18

<PAGE>

         (d) Promptly after the determination of any interest rate provided for
herein or any change therein, the Administrative Agent shall give notice thereof
to the Lenders and to Newark (it being understood that the Administrative
Agent's failure to do so shall not affect the interest rate applicable
hereunder).

         (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 period for which payable.

         Section 3.3 Optional Pre-payments. The Newark Subsidiaries may prepay
all or a portion of the Loans at any time or from time to time, which
pre-payment 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 Newark Subsidiaries shall give the
Administrative Agent notice of each such pre-payment as provided in Section 3.6
(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 pre-payment shall
specify the amount of the Loans being prepaid and (c) each partial pre-payment
shall be in the aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and shall be applied to the installments of the
Loans in the inverse order of maturity. Amounts prepaid hereunder may not be
reborrowed.

         Section 3.4 Payments. (a) All payments of principal, interest and other
amounts to be made by (or on behalf of) the Newark Subsidiaries to the Secured
Parties under this Agreement and the other Loan Documents (including payments
made pursuant to Section 5.3(c)) shall be received in Dollars, in immediately
available funds, without deduction, set-off or counterclaim, in the
Administrative Agent's Account not later than 11:00 a.m. (New York 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; it being understood that such late payment received before
3:00 p.m. (New York time) on such due date shall not be considered a Default).

         (b) The Newark Subsidiaries shall, subject to Sections 3.5 and 5.3(c),
at the time of making each payment under this Agreement and the other Loan
Documents (including payments made pursuant to Section 5.3(c)) for the account
of any Secured 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 Newark Subsidiaries fail so to
specify, or if an Event of Default exists, then the Administrative Agent may
distribute such payment for application in such manner as it or the Majority
Lenders, subject to Sections 3.5 and 5.3(c), may determine to be appropriate).

         (c) Each payment received by the Administrative Agent under this
Agreement or any other Loan Document for the account of any recipient shall be
paid by the Administrative Agent 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). Should any such payment not
be made by the Administrative Agent within one Business Day of its receipt of
funds for such payment, then the Administrative Agent shall also pay (out of its
own funds) to the applicable recipient(s) of such payments interest thereon for
each day thereafter at a rate

                                                             Credit Agreement 19

<PAGE>

equal to the per annum rate specified by such recipient(s) as its/their cost of
funding such amount for the applicable period (which cost of funding shall be
reasonably determined by such recipient and notified to the Administrative Agent
in reasonable detail).

     (d) If the due date of any payment to any Secured Party under this
Agreement or any other Loan Document would otherwise fall on a day that is not a
Business Day, then 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 3.5 Pro Rata Treatment. Except to the extent otherwise provided
herein: (a) the Loans shall be made by the Lenders pro rata according to the
amounts of their respective Commitments, (b) each payment 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 held by them and (c)
each payment of interest on the Loans shall be made for the account of the
Lenders pro rata in accordance with the respective amounts of interest on the
Loans then due and payable to them.

     Section 3.6 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
time) on the date two Business Days before the requested Borrowing Date (which
Notice of Borrowing can be delivered prior to the Closing Date with the consent
of the Administrative Agent) and each notice of optional pre-payment pursuant to
Section 3.3 shall be effective only if received by the Administrative Agent not
later than 11:00 a.m. (New York time) on the date five Business Days before the
date of such pre-payment. The Notice of Borrowing and each notice of optional
pre-payment shall specify the amount to be borrowed or prepaid and the requested
Borrowing Date or pre-payment date (each of which dates shall be a New York
Business Day). The Administrative Agent shall promptly notify the Lenders of the
contents of each such notice.

     Section 3.7 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified in writing by any Lender or the
Newark Subsidiaries, (in each case, the "Payor") before the date on which the
Payor is to make payment to the Administrative Agent (in the case of a Lender)
of the proceeds of the Loan to be made by such Lender hereunder or (in the case
of the Newark Subsidiaries) of a payment to the Administrative Agent for the
account of one 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 Payor is making its
Required Payment available to the Administrative Agent and may, in reliance upon
such assumption, make available to the Lenders or the Newark Subsidiaries, 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 such amount for the applicable period, and (b) in
the case of the Newark Subsidiaries, equal to the then-applicable Default Rate,
in each case until such amount is paid in full (in immediately available
Dollars) to the Administrative Agent. 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.

                                                             Credit Agreement 20

<PAGE>

     Section 3.8 Set-Off; Sharing of Payments. (a) Without limiting any of the
obligations of a Newark Subsidiary or the rights of any Secured Party under the
Loan Documents, if Newark, VCP Exportadora, VCP or either Newark Subsidiary
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 Secured Party may,
without prior notice to Newark, VCP Exportadora, VCP or either Newark Subsidiary
(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
Secured Party or any of its Affiliates (in each case, including any branch or
agency thereof) to or for the credit or account of Newark, VCP Exportadora, VCP
or either Newark Subsidiary. Each Secured Party shall promptly provide notice of
any such set-off by it to Newark, VCP Exportadora, VCP or either Newark
Subsidiary, as applicable, and the Administrative Agent; provided that failure
by such Secured Party to provide such notice shall not give either Newark, VCP
Exportadora, VCP or either Newark Subsidiary any cause of action or right to
damages or affect the validity of such set-off and application.

     (b) If any Secured Party shall obtain from Newark, VCP Exportadora, VCP or
either Newark Subsidiary payment of any principal of or interest on its Loan 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 Secured 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 Secured Party's
share thereof, then it shall promptly notify the Administrative Agent thereof
and purchase from the applicable other Secured Parties participations in (or, if
and to the extent specified by any such other Secured Party, direct interests
in) the Loans or such other amounts, respectively, owing to such other Secured
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 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) 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 Secured Parties under the Loan Documents. To
such end, all such Secured 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.

     (c) Nothing contained in this Section shall require any Secured Party to
exercise any such right or shall affect the right of any Secured Party to
exercise, and retain the benefits of exercising, any such right with respect to
any other Debt or obligation of Newark, VCP Exportadora, VCP or either Newark
Subsidiary.

                                                             Credit Agreement 21

<PAGE>

                                   ARTICLE IV
                             YIELD PROTECTION, ETC.

     Section 4.1 Additional Costs. (a) If the adoption of any Applicable Law, or
any change in any Applicable Law, or any change in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration 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 Loan(s), its Note(s) or its obligation to make 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(s),
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 (including Excluded Taxes), which shall be treated pursuant to
Section 4.5), then the Newark Subsidiaries, jointly and severally, shall pay to
the Administrative Agent for the account of such Lender such additional
amount(s) as will compensate such Lender for such increased cost or reduction.

     (b) If any Lender shall have reasonably determined that the adoption of any
Applicable Law regarding capital adequacy, or any change therein, or any change
in the interpretation or administration thereof by any Governmental Authority
charged with the interpretation or administration 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(s) to 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 from time to time the Newark
Subsidiaries, jointly and severally, 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 90 days of its
actual knowledge thereof) notify the Newark Subsidiaries of any event of which
it has knowledge that will entitle such Lender to compensation pursuant to this
Section and shall provide the Newark Subsidiaries with reasonable detail as to
the basis of such Lender's claim to compensation hereunder and method for
calculating such compensation; it being understood that any failure of any
Lender to deliver any such notice shall result in its not being able to seek
compensation pursuant to this Section for the period from and including the date
of its actual knowledge of such event to but excluding the date that is 90 days
before the date on which it has notified the Newark Subsidiaries of such event.
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

                                                             Credit Agreement 22

<PAGE>

amount of, such compensation and (ii) will not, in the reasonable judgment of
such Lender, be disadvantageous to such Lender. A notice of any Lender claiming
compensation under this Section and providing the information set forth above
within the time set forth above shall be prima facie evidence of its entitlement
to such compensation and shall be binding upon the Newark Subsidiaries in the
absence of manifest error and such amounts shall be payable by the Newark
Subsidiaries, jointly and severally, promptly (and, in any event, within five
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).

     (d) For purposes of calculating amounts payable under this Section and
Section 4.4, each Loan conclusively shall be deemed to have been funded at the
LIBO Rate applicable to such Loan by a matching deposit or other borrowing in
the interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Loan was in fact so funded.

     Section 4.2 Substitute Basis. If, on or before the first day of any
Interest Period (an "Affected Interest Period"):


          (a) the Administrative Agent determines that, by reason of
     circumstances affecting the London interbank market, the LIBO Rate cannot
     be determined for such Affected Interest Period pursuant to the definition
     thereof, or

          (b) 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: (i) the Administrative Agent and the
     Newark Subsidiaries shall negotiate in good faith to determine a mutually
     agreeable rate of interest applicable to the affected Loans during the
     Affected Interest Period (it being understood that each affected Lender
     must consent to such interest rate) and (ii) 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 rate basis reflecting the cost to such Lender of funding its
     Loan(s) for the Affected Interest Period, and such rate basis shall be
     binding upon the Newark Subsidiaries and shall apply in lieu of the LIBO
     Rate for such Interest Period in the absence of manifest error.

     Section 4.3 Illegality. Notwithstanding any other provision of this
Agreement, if the adoption of or any change in any Applicable Law or in the
interpretation 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(s) hereunder (and, in the 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 Newark Subsidiaries thereof (with a
copy to the Administrative Agent), following which notice: (a) such Lender's
Commitment (if still available) shall be suspended until such time as such

                                                             Credit Agreement 23

<PAGE>

Lender may again make and maintain its Loan(s) or (b) if such Applicable Law
shall so mandate, such Lender's Loan(s) shall be prepaid by the Newark
Subsidiaries (jointly and severally), together with accrued and unpaid interest
thereon and all other amounts payable to such Lender by the Newark Subsidiaries
under the Loan Documents, on or before such date as shall be mandated by such
Applicable Law (such pre-payment not being shared as described in Section 3.8(b)
with any Lenders not so affected); provided that if it is lawful for such Lender
to maintain its Loan(s) 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 Newark Subsidiaries (jointly and severally)
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 it for any
loss, cost or expense (including any such loss, cost or expense arising from the
liquidation or reemployment of funds obtained by such Lender to fund its Loan(s)
or from fees payable to terminate the deposits from which such funds were
obtained, except for any loss of the Applicable Margin) that such Lender
determines is attributable to:

          (a) any optional or mandatory pre-payment (including as a result of an
     acceleration due to an Event of Default pursuant to Section 9.1) of the
     Loan(s) made by such Lender for any reason on a date other than a Payment
     Date, or

          (b) any failure by the Newark Subsidiaries for any reason (including
     the failure of any of the conditions precedent specified in Article VI to
     be satisfied) to make a requested borrowing hereunder on the requested
     Borrowing Date specified in the Notice of Borrowing given pursuant to
     Section 2.2 or to prepay the Loans (or any portion thereof) in accordance
     with a notice of pre-payment under Section 3.3.

Each Lender shall furnish to the Newark Subsidiaries 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 and binding upon the Newark
Subsidiaries in the absence of manifest error. For purpose of calculating
amounts payable hereunder, reference is hereby made to Section 4.1(d).

     Section 4.5 Taxes. (a) All payments on account of the principal of and
interest on the Loans and the Notes, and fees and all other amounts payable
under the Loan Documents by the Newark Subsidiaries to or for the account of
either Agent, any Lender or any other Secured Party, including amounts payable
under clauses (b) and (c), shall (except to the extent required by Applicable
Law) be made free and clear of and without reduction or liability for or on
account of any Taxes.

     (b) The Newark Subsidiaries, jointly and severally, shall indemnify each
Secured Party against, and reimburse each Secured Party on demand for, any Taxes
and any loss, liability, claim or expense, including interest, penalties and
legal fees, that such Secured Party may incur at any time arising out of or in
connection with any failure of Newark to make any payment of Taxes under clause
(c) when due.

                                                             Credit Agreement 24

<PAGE>

     (c) If a Newark Subsidiary, any Person (including any other Obligor) making
a payment under the Loan Documents on behalf of any Obligor or either Agent
shall be required by Applicable Law to deduct or withhold any Taxes from any
amounts payable to any Secured Party on, under or in respect of the Loan
Documents or the Loans, then the Newark Subsidiaries, jointly and severally,
shall promptly (and, in any event, within five Business Days after either Newark
Subsidiaries' knowledge of the application of such Taxes) pay the Administrative
Agent (on behalf of the Secured Party entitled to such amount) such additional
amounts as may be required, after the deduction or withholding of such Taxes
(including any Taxes on any such additional amounts), to enable such Secured
Party to receive on the due date thereof an amount equal to the full amount
stated to be payable to such Secured Party under the Loan Documents.

     (d) Except to the extent prohibited by Applicable Law, the Newark
Subsidiaries shall furnish to the Administrative Agent, upon the request of any
Secured Party (through the Administrative Agent), together with certified copies
for distribution to each Secured Party requesting the same, original official
tax receipts (if available or, if not, a certified copy thereof if available) in
respect of each payment of Taxes required under this Section, as soon as is
reasonably practical after the date that such payment is made, and shall
promptly furnish to the Administrative Agent at its request or at the request of
any Secured Party (through the Administrative Agent) any other information,
documents and receipts that the Administrative Agent or such Secured Party may
reasonably request to establish that full and timely payment has been made of
all Taxes required to be paid under this Section with respect to any payment to
such Secured Party.

     (e) Each Secured 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 30 days before the first date with respect to which
the Newark Subsidiaries shall apply this paragraph, such Obligor shall have
notified the relevant Secured Party that such Secured Party will be required to
comply with such requirement; provided that the exemption or reduction of
withholding taxes set forth herein shall not apply to the extent that it would
require disclosure by a Secured Party of information that such Secured Party
reasonably considers to be confidential or otherwise materially disadvantageous
to disclose. Notwithstanding the foregoing, each Secured Party that is not
organized under the laws of the United States of America or any state thereof
will deliver to the Administrative Agent and to VCP North America Inc., on or
before the Closing Date (or, in the case of a Secured Party that becomes a
Secured Party after the Closing Date, on or before such later date on which such
Secured Party acquires its interest in the Loan Documents) to the extent such
Secured Party reasonably qualifies under Applicable Law, such properly completed
and executed Internal Revenue Service form (Form W-8BEN, W-8ECI, W-8EXP, W-8IMY
or W-9, as applicable) and any other certifications necessary to demonstrate
that payments of interest by VCP North America Inc. pursuant to this Agreement
will be exempt from United States federal withholding taxes. For the avoidance
of doubt, the preceding sentence shall not relieve the Newark Subsidiaries of
their obligations under clauses (b) and (c) should it be finally determined
under Applicable Law that a Secured Party was subject to United States federal
withholding taxes on payments of interest by VCP North America Inc.

                                                             Credit Agreement 25

<PAGE>

     (f) Any Secured Party that becomes entitled to the payment of additional
amounts pursuant to clause (c) shall use reasonable efforts (consistent with
Applicable Law) to file any document reasonably requested by the Newark
Subsidiaries or, if a Lender, to change the jurisdiction of its Applicable
Lending Office if the making of such a filing or change of office, as the case
may be, would avoid the need for or reduce the amount of any payment of such
additional amounts that may thereafter accrue and would not, in the reasonable
determination of such Secured Party, be otherwise disadvantageous to it.

     (g) If either Newark Subsidiary reasonably determines that any Taxes as to
which it made a payment of additional amounts to a Secured Party pursuant to
clause (c) were erroneously assessed, then such Newark Subsidiary may notify
such Secured Party of its determination thereof (along with a detailed
description of the reason why such Newark Subsidiary believes that such Taxes
were erroneously assessed) and request that such Secured Party refund to such
Newark Subsidiary the amount of such additional amounts. Upon its receipt of any
such notice, and if such Secured Party determines (in good faith) that such
Newark Subsidiaries' determination with respect to such matter is correct, then
such Secured Party shall (at the request and expense of such Newark Subsidiary):
(i) refund to such Newark Subsidiary such amounts (without any interest thereon)
that have been actually received by such Secured Party and/or (ii) reasonably
cooperate with such Newark Subsidiary in seeking a refund from the appropriate
Governmental Authority of any such Taxes erroneously assessed by, and paid to,
such Governmental Authority.

     (h) The Newark Subsidiaries, jointly and severally, agree to pay all
present and future stamp, court or documentary taxes and any other excise taxes,
charges or similar levies and any related interest or penalties incidental
thereto imposed by any taxing authority that arises from any payment made by (or
on behalf of) a Newark Subsidiary under the Loan Documents, from the execution,
delivery, enforcement or registration of the Loan Documents or from the filing,
registration, recording or perfection of any security interest contemplated by
the Loan Documents.

                                   ARTICLE V
                  COLLECTION ACCOUNT, COLLATERAL ACCOUNT, ETC.

     Section 5.1 The Collection Account. (a) Newark and the Newark Subsidiaries
shall, on or before the Closing Date, have established the Collection Account
and the Collection Subaccount. VCP shall (or shall cause Newark, either Newark
Subsidiary or one of its other Subsidiaries to) instruct each customer to send
the payments for any Receivables to the Collection Account, which instruction
may be delivered in a Letter of Instructions, a payment invoice or other
ordinary course documentation.

     (b) From time to time, Newark or either Newark Subsidiary (as applicable)
may deliver one or more Letter(s) of Instructions with respect to any of its
customers to the Collateral Agent executed by Newark or such Newark Subsidiary.
Promptly after its receipt of any Letter of Instructions, the Collateral Agent
shall countersign such Letter of Instructions and deliver a copy thereof to the
indicated customer (which delivery shall be done via certified mail, courier or

                                                             Credit Agreement 26

<PAGE>

other method whereby confirmation of the customer's receipt of such delivery is
obtained). Notwithstanding the above, to the extent that VCP, VCP Exportadora,
Newark or either Newark Subsidiary (who shall promptly notify the Collateral
Agent thereof) or either Agent shall at any time reasonably determine that
delivery of a Letter of Instructions as set forth above is not sufficient to
require the customers in any jurisdiction to make payment of their Receivables
to the Collection Account, either Agent may require that such customers
acknowledge the Letters of Instructions or that other actions be taken to ensure
that such customer(s) are so required and the collections on such Receivables
shall then not be considered "Tested Collections" until the requesting Agent has
confirmed to Newark (and the other Agent) that such requirement has been
satisfied. As of the Closing Date, each of Newark and each Newark Subsidiary
hereby confirms that delivery of the Letters of Instructions pursuant to this
paragraph alone is sufficient to create such a requirement pursuant to the
Applicable Laws of the United States of America and England.

     Section 5.2 The Collateral Account. (a) Newark shall have established the
Collateral Account on or before the Closing Date, and shall maintain such
account until the date (the "Collateral Account Termination Date") that is the
earlier of: (i) the final payment in full of all amounts payable under the Loan
Documents, (ii) such time as the Guaranties of Newark, VCP or VCP Exportadora
under Article XI or XII have been secured in full (in the reasonable
determination of all of the Lenders) by collateral acceptable to all of the
Lenders and (iii) the agreement otherwise of Newark and all of the Lenders. Upon
the Collateral Account Termination Date and the release of all funds therein to
(or on behalf of) Newark, all provisions hereof and of the Security Agreement
relating to the Collateral Account shall be terminated, the Collateral Account
shall be closed and the related Account Control Agreement shall terminate.

     (b) Newark shall, on or before the Borrowing Date, fund (or cause to be
funded, including from the proceeds of the prepayment of Products as described
in Section 2.1(b)) the Collateral Account in an amount at least equal to the
Debt Service Amount for the first Payment Date. Thereafter until the Collateral
Account Termination Date, by no later than the first day of any Interest Period,
Newark shall deposit (or cause to be deposited) into the Collateral Account any
amounts necessary so that the amounts on deposit therein shall at least equal
the Collateral Account Reserve Amount for such Interest Period.

     Section 5.3 Releases from the Collection Account, the Collection Subaccount
and the Collateral Account. In addition to the provisions of Section 2.3 of the
Security Agreement, the Collateral Agent shall apply the collected credit
balance of the Collection Account, the Collection Subaccount and the Collateral
Account as follows:

          (a) If on any Business Day on which it is open the Collateral Agent
     determines that: (i) the sum of cash in the Collection Subaccount plus the
     lower of: (A) the face value and (B) the market value of the investments
     credited thereto or carried therein exceeds the Debt Service Amount for the
     next Payment Date, and (ii) no Default exists, then the Collateral Agent
     shall (by no later than the next Business Day on which it is open) release
     from the Collection Subaccount and remit to Newark, in each case in such
     manner as may be requested by Newark, an amount equal to such excess.
     Notwithstanding the above, Newark may at any time during each Interest
     Period notify the Collateral Agent to retain in the Collection Subaccount
     all or any portion of such

                                                             Credit Agreement 27

<PAGE>

          amounts up to an amount equal to the Tested Collections received
          during such Interest Period minus the sum of the Debt Service Amount
          and the Other Debt Service Amount for such Interest Period plus the
          sum of the Carry-Over Amounts (if any) from all earlier Interest
          Periods that have not been applied to the payment of any Debt Service
          Amount in any earlier Interest Period (all such amounts so retained
          being the "Carry-over Amounts") for application to the payment of the
          Debt Service Amount for the next Interest Period. In addition, the
          parties acknowledge the provisions of Section 2.3(c) of the Security
          Agreement with respect to the potential remitting of excess amounts to
          the Other Agent before releasing any such amounts to Newark.

               (b) On the first Business Day of any Interest Period, or at any
          other time upon the request of Newark on any Business Day on which it
          is open, the Collateral Agent shall calculate the sum of cash in the
          Collateral Account plus the lower of: (i) the face value and (ii) the
          market value of the investments credited thereto or carried therein,
          and if such sum exceeds the Collateral Account Reserve Amount for the
          then-current Interest Period, and no Default exists, then the
          Collateral Agent shall (by no later than the next Business Day on
          which it is open) release from the Collateral Account and remit to
          Newark, in each case in such manner as may be requested by Newark, an
          amount equal to such excess.

               (c) Without limiting the obligations of Newark 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 Collateral Agent is irrevocably
          authorized and directed to debit the Collection Subaccount (and, if
          such funds are insufficient, the Collateral Account) and deliver such
          funds to (or at the 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
          3.4(a). All such amounts shall be applied first (in each case on a pro
          rata basis to the recipients thereof based upon the amounts then owed
          to them) to pay fees and expenses due to the Secured Parties under the
          Loan Documents, then to pay accrued and unpaid interest on the Loans,
          then to pay principal of the Loans and then to pay any and all other
          amounts payable to the Secured Parties under the Loan Documents.

               (d) If as of the close of the Collateral Agent's business on the
          second Business Day on which it is open before any Payment Date the
          credit balance of the Collection Subaccount plus any amount in the
          Collateral Account in excess of the Collateral Account Reserve Amount
          for the next Interest Period (in each case, with respect to Permitted
          Investments credited thereto, calculated using the amount thereof
          scheduled to be paid upon its maturity or, with respect to mutual
          funds, the market value thereof) is insufficient to cover the Debt
          Service Amount payable on such Payment Date, then the Collateral Agent
          shall so notify Newark and the Newark Subsidiaries on such day and
          Newark and/or the Newark Subsidiaries (jointly and severally) shall
          (by no later than the New York Business Day before such Payment Date)
          deposit into the Administrative Agent's Account or the Collection
          Subaccount an amount at least equal to such shortfall.

               (e) At any time that a Default exists, the amounts credited to
          the Collection Subaccount and the Collateral Account shall not be
          released but shall be retained in the

                                                             Credit Agreement 28

<PAGE>

     Collection Subaccount and the Collateral Account, as applicable, for so
     long as any Default exists (or until applied in accordance with clause (c)
     or Section 5.4).

          (f) If no Event of Default exists, then the Collateral Agent shall, at
     the written direction of Newark from time to time, cause the funds in the
     Collection Subaccount and the Collateral Account to be invested in one or
     more Permitted Investments selected by Newark (which Permitted Investments
     shall at all times be subject to the Lien created under the Security
     Agreement); provided that in no event shall the 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 Newark 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.
     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 (and investments in mutual funds shall be liquidated by the
     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 existing such Defaults or be Permitted
     Investments that are investments in mutual funds.

     Section 5.4 Remedies During Events of Default. While an Event of Default
exists:


          (a) the Collateral Agent may apply or direct the application of any
     balance then on deposit in the Collection Subaccount and, if insufficient,
     from the Collateral Account, to the payment of any of the obligations of
     Newark or the Newark Subsidiaries under the Loan Documents then due and
     unpaid (including any amounts accelerated pursuant to Section 9.1), and

          (b) the Collateral Agent may, upon the instructions of the Majority
     Lenders, liquidate any Permitted Investments made with funds from the
     Collection Subaccount or the Collateral Account and apply or cause to be
     applied the proceeds thereof in the manner described in clause (a).

     Section 5.5 Certain Rights and Duties of the Collateral Agent. (a) Without
prejudice to Section 5.3 but subject to Section 13.4(a)(vi), the Collateral
Agent shall take such steps as may be instructed in writing by the Majority
Secured Parties from time to time with respect to the Collateral in accordance
with the Security Agreement; provided that the Collateral Agent shall not be
required to take any action that it reasonably considers to be contrary to
Applicable Law or the Loan Documents or that it believes would subject it to
personal liability.

     (b) The Collateral Agent shall not be liable for any action taken or
omitted by it with respect to the Collateral on the instructions of the Majority
Secured Parties (subject to Section 13.4(a)(vi)), and the 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. The Collateral
Agent may conclusively rely and shall be fully protected in acting or

                                                             Credit Agreement 29

<PAGE>

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 Majority Secured Parties.
Without limiting any other provision of this Agreement, neither Agent shall have
any responsibility or liability with respect to the perfection or priority of
any security interest created by this Agreement, the Security Agreement or any
other Loan Document. Neither Agent makes any representation or warranty as to
the value or condition of the Collateral, or any part thereof, as to the title
of Newark or any other Person thereto or as to the validity, execution,
enforceability, legality or sufficiency of this Agreement, the other Loan
Documents or the obligations secured by the Collateral, and neither Agent shall
incur any liability or responsibility in respect of any such matters.

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

     Section 6.1 Conditions Precedent. The obligation of each Lender to make its
Loan(s) hereunder is subject to the conditions precedent that: (a) no Applicable
Law shall, in the judgment of the Majority Lenders, restrain, prevent or impose
materially adverse conditions upon the transactions contemplated hereby, (b) the
Lenders shall be satisfied with the corporate and legal structure and
capitalization of the Obligors, (c) since December 31, 2001, there shall not
have occurred, in the opinion of the Majority Lenders: (i) a Material Adverse
Effect or (ii) a material adverse change (whether or not foreseeable at the date
hereof) in or affecting the financial, economic, political or other condition of
Brazil or in the Brazilian national and/or international market for loans or
debt securities, nor any imposition by Brazil of additional foreign exchange
controls, and (d) the Administrative Agent shall have received the following
documents (with sufficient copies for each Lender, and with (except with respect
to any document described in clause (vii) the original of which is in
Portuguese) certified English translations of documents not in English), each of
which shall be in form and substance satisfactory to the Administrative Agent:

               (i) Executed Agreement. This Agreement, duly executed and
          delivered by the parties hereto.


               (ii) Security Agreement. The Security Agreement, duly 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
          United States, Brazilian, Netherlands Antilles and British Virgin
          Islands counsel, under the laws of the United States of America,
          Brazil, the Netherlands Antilles and the British Virgin Islands to
          perfect the Liens created by the Security Agreement as first priority
          Liens (including as described in the last sentence of Section 7.4).

               (iii) Account Control Agreements. The Account Control Agreements,
          duly executed and delivered by the parties thereto, together with
          evidence of the establishment of the Collection Account (including the
          Collection Subaccount) and the Collateral Account.

               (iv) Subordination Agreement. The Subordination Agreement, duly
          executed and delivered by the parties thereto.


                                                             Credit Agreement 30

<PAGE>

               (v) Agents' Fee Letters. The Agents' Fee Letters, duly executed
          and delivered by the parties thereto.

               (vi) Export Agreements. Copies of each of the Export Agreements,
          each duly executed and delivered by the parties thereto.

               (vii) Corporate Documents. Certified copies of the Organizational
          Documents of each Obligor and of documents (including 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 making and performance by it of the Loan
          Documents to which it is a party.

               (viii) Officer's Certificates. A certificate signed by an
          authorized officer of each Obligor, dated the Closing Date, to the
          effect that: (A) all representations and warranties made by such
          Obligor contained in each of the Loan Documents to which it is a party
          are true and correct in all respects on and as of such date, (B) such
          Obligor and each of its Subsidiaries is in compliance with all of
          their respective covenants and agreements contained in any Loan
          Document to which it is a party, (C) in the certificates of Newark,
          each Newark Subsidiary, VCP Exportadora and VCP, no Default exists and
          (D) VCP has duly delivered (or has caused Newark, either Newark
          Subsidiary or one of its Subsidiaries to deliver) Letters of
          Instruction to sufficient Eligible Buyers (copies of which Letters of
          Instruction shall be attached to such certificate) such that VCP shall
          be reasonably assured of receiving Tested Collections during the
          succeeding twelve months in an amount sufficient to ensure that no
          Specified Event shall occur during such period.

               (ix) Approvals. Copies of all licenses, consents, authorizations
          and approvals of, and notices to and filings and registrations with,
          any Governmental Authority (including foreign exchange control
          approvals and UCC financing statements), and of all third-party
          consents and approvals, required in connection with the making and
          performance by each Obligor of the Loan Documents to which it is a
          party and, in the case of Newark and the Newark Subsidiaries, the
          Sales Agreements (it being understood that, as described at the end of
          Section 7.11, the approval of the Central Bank would generally be
          required before either VCP Exportadora or VCP could remit payments
          using funds in Brazil to satisfy its obligations under Article XI or
          XII outside of Brazil (which approval is subject to the sole
          discretion of the Central Bank)).

               (x) 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.

               (xi) Opinions of Counsel.

                                                             Credit Agreement 31

<PAGE>

               (A) An opinion, dated the Closing Date, of Harney Westwood &
          Riegels, special British Virgin Islands counsel to Newark.

               (B) An opinion, dated the Closing Date, of each of: (1) Mr. Boris
          Gris, Legal Manager of each of VCP, VCP Exportadora and Newark (which
          opinion also covers certain matters relating to the Newark
          Subsidiaries and the Stand-by Exporters), and (2) such other internal
          counsel as is acceptable to the Agents with respect to each of the
          Stand-by Exporters.

               (C) An opinion, dated the Closing Date, of each of: (1) Mattos
          Filho, Veiga Filho, Marrey Jr. e Quiroga - Advogados, special
          Brazilian counsel to the Obligors, and (2) Machado, Meyer Sendacz e
          Opice, special Brazilian counsel to the Agents.

               (D) An opinion, dated the Closing Date, of each of: (1) Shearman
          & Sterling, special U.S. counsel to the Obligors, and (2) Mayer,
          Brown, Rowe & Maw, special U.S. counsel to the Administrative Agent.

               (E) An opinion, dated the Closing Date, of Loyens & Loeff,
          special Netherland Antilles counsel to VCP Trading N.V.

               (F) An opinion, dated the Closing Date, of Richards, Layton &
          Finger, P.A., special Delaware counsel to VCP North America, Inc.

          (xii) Process Agent Acceptance. A letter from the Process Agent
     accepting its appointment as process agent for each Obligor.


          (xiii) Financial Statements. A copy of the audited balance sheet of
     each of VCP and VCP Exportadora as of December 31, 2001, and the related
     statements of income and cash flows for the fiscal year ending on that
     date, all in accordance with GAAP and, in the case of VCP only, on a
     consolidated basis and with a copy of VCP's most recent Form 20-F filed
     with the U.S. Securities and Exchange Commission (including financial
     statements prepared in accordance with U.S. GAAP).

          (xiv) Fees. Evidence of payment of the fees and expenses then due and
     payable under Sections 2.3 and 13.3, including the reasonable fees and
     expenses of Mayer, Brown, Rowe & Maw, special U.S. counsel to the Agents,
     and of Machado, Meyer, Sendacz e Opice, special Brazilian counsel to the
     Agents, in connection with the negotiation, preparation, execution and
     delivery of the Loan Documents and the making of the Loans hereunder and of
     any and all stamp taxes or similar taxes payable in connection with the
     transactions contemplated hereby.

          (xv) Other. Such other documents as either Agent may reasonably
     request in connection with this Agreement and the other Loan Documents.

                                                             Credit Agreement 32

<PAGE>

Without limiting the rights or obligations of the Administrative Agent
hereunder, the Administrative Agent shall be entitled to assume that the
conditions precedent set forth in clauses (b) and (c) have been satisfied unless
it is otherwise advised in writing by a Lender or the Majority Lenders, as
applicable.

     Section 6.2 Additional Conditions. The obligation of the Lenders to make
the Loans hereunder is subject to the further conditions precedent that, both
immediately before the making of the Loans and immediately after giving effect
thereto and to the intended use of the proceeds thereof:

          (a) no Default shall exist or would result from the Loans,

          (b) the representations and warranties made by each of Newark, each
     Newark Subsidiary, VCP Exportadora and VCP in Article VII and in the other
     Loan Documents to which it is a party and by the Stand-by Exporters in the
     Export Agreements shall be true on and as of the Borrowing Date, both
     before and immediately after giving effect to the Loans and to the
     application of the proceeds thereof, with the same force and effect as if
     made on and as of 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),

          (c) no Applicable Law shall, in the judgment of the Majority Lenders,
     restrain, prevent or impose materially adverse conditions upon the
     transactions contemplated hereby (including the Export Arrangements) and
     all corporate and other proceedings, and all documents and other legal
     matters in connection with the transactions contemplated hereby (including
     the Export Arrangements), shall be satisfactory in form and substance to
     the Majority Lenders,

          (d) the Administrative Agent shall have received: (i) the Notice of
     Borrowing in accordance with Section 3.6, (ii) an instruction from Newark
     as to the application of the proceeds of the Newark Notes in accordance
     with the last sentence of Section 2.2, (iii) duly executed Notes evidencing
     the Loans and (iv) duly executed Newark Notes evidencing the prepayment
     contemplated hereby,

          (e) the Administrative Agent shall have received evidence of the
     funding of the Collateral Account in an amount at least equal to the Debt
     Service Amount payable on the first Payment Date (it being understood that
     Newark may request the Administrative Agent to fund such amount from the
     proceeds of the prepayment of Products contemplated hereby), and

          (f) the Administrative Agent shall have received such other documents
     as it may reasonably request in connection with this Agreement and the
     other Loan Documents.

The Notice of Borrowing by the Newark Subsidiaries hereunder and the notice from
Newark pursuant to the last sentence of Section 2.2 shall constitute a
certification by Newark and each Newark Subsidiary to the effect that the
conditions set forth in clauses (a) and (b) have been fulfilled (both as of the
date of such notice and, unless Newark and each Newark Subsidiary otherwise
notifies the Administrative Agent before the Borrowing Date, as of the Borrowing
Date). Without limiting the rights or obligations of the Administrative Agent
hereunder, the

                                                             Credit Agreement 33

<PAGE>

Administrative Agent shall be entitled to assume that the condition precedent
set forth in clause (c) has been satisfied unless it is otherwise advised in
writing by the Majority Lenders.

     Section 6.3 Satisfaction of Conditions Precedent. Each Lender shall be
deemed to have agreed to and accepted each document, and to have approved or
accepted each other matter delivered or occurring pursuant to Sections 6.1 and
6.2, unless such Lender (before making the amount of its Loan available to the
Administrative Agent) notifies the Administrative Agent in writing that it does
not so agree with or accept such document or other matters.

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

     As of the date hereof, the Closing Date and the Borrowing Date, each of the
Newark Subsidiaries (with respect to itself), Newark (with respect to itself and
the Newark Subsidiaries), VCP Exportadora (with respect to itself, Newark and
the Newark Subsidiaries) and VCP (with respect to itself, Newark, VCP
Exportadora and the Newark Subsidiaries) represents and warrants to the Agents
and the Lenders that:

     Section 7.1 Power and Authority. Each of Newark, each Newark Subsidiary,
VCP Exportadora and VCP: (a) is a corporation duly organized, validly existing
and, to the extent applicable under the laws of its jurisdiction of
organization, in good standing under the laws of its jurisdiction of
organization, (b) 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, (c) 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 so to qualify (in
the aggregate) is not reasonably likely to have a Material Adverse Effect, (d)
has full power, authority and legal right to make and perform its obligations
under each of the Loan Documents to which it is a party and, with respect to the
Newark Subsidiaries, to borrow the Loans hereunder and, with respect to Newark
and the Newark Subsidiaries, to make and perform its obligations under the Sales
Agreements, (e) has good title to all its material Property, free and clear of
any Liens except as expressly permitted by this Agreement, and (f) 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 and all Applicable Laws (including Environmental Laws), Governmental
Approvals and contractual obligations applicable to it.

     Section 7.2 Subsidiaries. (a) All of the Capital Stock of both of the
Newark Subsidiaries is directly owned and controlled by Newark, all of the
Capital Stock of Newark is directly owned and controlled by VCP Exportadora, all
of the Capital Stock of VCP Exportadora is directly owned and controlled by VCP
and 57.5% of the Capital Stock of VCP is directly owned and controlled by
members of the Votorantim Group. No Brazilian Governmental Approval, including
from the Central Bank, was required for VCP Exportadora's investments to date in
Newark.

                                                             Credit Agreement 34

<PAGE>

     (b) Newark has no Subsidiaries (other than the Newark Subsidiaries) but
owns 28% of the Capital Stock of Aracruz and has the right to receive all
dividends payable with respect to such Capital Stock. Newark has no obligation
to provide capital to, make loans to, Guaranty the obligations of or otherwise
provide funds or any other Property to (or for the benefit of) Aracruz or any
other Person other than the Newark Subsidiaries.

     Section 7.3 Due Authorization, Etc. The making and performance by Newark,
each Newark Subsidiary, VCP Exportadora and VCP of the Loan Documents and Sales
Agreements to which it is party and of all other documents to be executed and
delivered thereunder by it have been duly authorized by all necessary corporate
action (including any necessary shareholder action), and do not contravene: (a)
its Organizational Documents, (b) 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
or (c) any document or other contractual restriction binding upon or affecting
it or any of its Properties, except to the extent that any contravention thereof
is not reasonably likely to have a Material Adverse Effect, or (except pursuant
to the Loan Documents) result in the creation of any Lien on any of its
Property. No provision of any Applicable Law imposes materially adverse
conditions upon the Loan Documents and Sales Agreements or its obligations
thereunder. Each of VCP and VCP Exportadora is in compliance with all of its
obligations under all of its other Debt, including any Debt the repayment of
which is expected to be made with the delivery of products (or the collections
arising therefrom).

     Section 7.4 No Additional Authorization Required. Except for: (i) the
registration with the Central Bank of any export pre-payment arrangements
entered into between Newark and VCP (or any of its Subsidiaries) pursuant to
Section 8.6(b), (ii) any prior approval of the Central Bank for any capital
contribution from VCP Exportadora to Newark pursuant to Section 8.13(a), and
(iii) the filing of a UCC financing statement in the District of Columbia (with
respect to Newark and VCP Trading N.V.) and Delaware (with respect to VCP North
America Inc.) in favor of the Collateral Agent (on behalf of the Secured
Parties) with respect to the Liens on the Collateral, 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 each of the Obligors of the Loan
Documents and the Sales Agreements to which it is a party and for the legality,
validity or enforceability of the Loan Documents and the Sales Agreements have
been obtained and are in full force and effect and true copies thereof have been
provided to the Administrative Agent; it being understood that the prior
approval of the Central Bank of the Guaranties of VCP Exportadora and VCP under
Articles XI or XII is not required for the legality, validity or enforceability
thereof but that the absence of such approval may affect VCP Exportadora's and
VCP's ability to remit funds abroad from Brazil to satisfy obligations
thereunder and, whether so approved or not, Central Bank approval would
generally be required before either VCP Exportadora or VCP could remit funds
abroad from Brazil to satisfy obligations thereunder (which approval is subject
to the sole discretion of the Central Bank). In addition, notwithstanding
anything herein to the contrary, certain Governmental Approvals are required in
connection with the export of Products from Brazil, but VCP and VCP Exportadora
have no reason to believe that any such Governmental Approvals would not be
obtained. In addition to the above, in order to preserve priority with respect
to any Liens granted by Newark should any application to determine priority come
before a court in the British Virgin Islands, the relevant particulars of the
Security Agreement should be entered in the

                                                             Credit Agreement 35

<PAGE>

register of mortgages and charges maintained by Newark at its registered office,
in a form satisfactory to the Collateral Agent, and should be duly signed by the
registered agent of Newark in the British Virgin Islands.

     Section 7.5 Legal Effect. This Agreement, each other Loan Document (other
than the Notes and the Newark Notes) and the Sales Agreements to which it is a
party have been duly executed and delivered by Newark, each Newark Subsidiary,
VCP and/or VCP Exportadora (as applicable) and are, and each Note and Newark
Note when duly executed and delivered by the applicable Newark Subsidiary and
Newark, respectively, for value will be, legal, valid and binding obligations of
Newark, each Newark Subsidiary, VCP and/or VCP Exportadora (as applicable),
enforceable against Newark, each Newark Subsidiary, VCP and/or VCP Exportadora
(as applicable) in accordance with their terms, in each case except as may be
limited by bankruptcy, insolvency, concordata, falencia or similar laws
affecting the enforcement of creditors' rights generally and as may be limited
by equitable principles of general applicability.

     Section 7.6 Financial Statements. The balance sheets of VCP and VCP
Exportadora delivered pursuant to Section 6.1(d)(xiii), and the related
statements of income and cash flows for the fiscal year ending on December 31,
2001 delivered in connection therewith, are complete and correct and fairly
present the financial condition of VCP and VCP Exportadora as at such date and
the results of its operations for the fiscal year ending on such date, all in
accordance with GAAP (and, in the case of VCP, also U.S. GAAP), and neither VCP
nor VCP Exportadora has any material contingent liabilities or unusual forward
or long-term commitments not disclosed therein. Since such date, 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 payment obligations of Newark, each
Newark Subsidiary, VCP Exportadora and VCP hereunder and under the other Loan
Documents are and will at all times be unconditional general obligations of
Newark, each Newark Subsidiary, VCP and/or VCP Exportadora, and rank and will at
all times rank at least pari passu with all other present and future
unsubordinated Debt of Newark, each Newark Subsidiary, VCP Exportadora and VCP
(including any relating to the Other Facility); it being understood that such
other Debt may be secured by Liens permitted by Section 8.7 (and, as such, may
have a prior claim to the Properties subject to such Liens) but, other than
Permitted Liens of the type described in clauses (a) and (b) of the definition
thereof, no other Debt or other obligations shall benefit from Liens on the
Collateral that shall have priority over the Liens securing the Debt under the
Loan Documents. The Liens created by the Loan Documents will constitute, on and
at all times after the Borrowing Date, valid first and prior perfected Liens on
the Collateral purported to be covered thereby, subject to no equal or prior
Lien other than Permitted Liens.

     Section 7.8 No Actions or Proceedings. (a) There is no litigation,
investigation, arbitration or other proceeding pending or, to the best knowledge
of Newark, each Newark Subsidiary, VCP Exportadora or VCP, threatened against
any Obligor (or any other member of the Votorantim Group) 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 or (ii) purports to affect the legality, validity, binding effect or
enforceability of any of the Loan Documents or Sales Agreements.

                                                             Credit Agreement 36

<PAGE>

     (b) There are no strikes or other labor disputes pending or, to the best
knowledge of VCP, threatened against VCP or any of its Subsidiaries.

     Section 7.9 Commercial Activity; Absence of Immunity. Each of Newark, each
Newark Subsidiary, VCP Exportadora and VCP is subject to civil and commercial
law with respect to its obligations under the Loan Documents and Sales
Agreements to which it is a party, and the making and performance by it of such
Loan Documents and Sales Agreements constitute private and commercial acts
rather than public or governmental acts. Neither Newark, either Newark
Subsidiary, VCP, VCP Exportadora 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 in connection therewith, arising under the Loan Documents or
the Sales Agreements.

     Section 7.10 Taxes. There is no Tax of any kind imposed by the United
States of America, the British Virgin Islands, the Netherlands Antilles or
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)
either: (a) on or by virtue of the execution or delivery of the Loan Documents
or the Sales Agreements or (b) on any payment to be made by any Obligor pursuant
to the Loan Documents (assuming the certifications required under Section 4.5(e)
are timely provided) or by (or on behalf of) any customer pursuant to the Sales
Agreements, except for: (i) the Brazilian withholding income tax on payments of
interest, fees and commissions to be made by VCP Exportadora or VCP pursuant to
Article XI or XII that will be levied at the rate of 15% (or 25% in case of
payments made to a Person that is a resident of or domiciled in a country that
does not tax income or taxes it at a maximum rate of 20%), or such other rate as
may be contemplated in a bilateral treaty aimed at avoiding double taxation
between Brazil and such other country where the recipient of the payment has its
domicile, (ii) Netherland Antilles stamp tax (zegelbelasting), which may be due
upon the execution or delivery of the Loan Documents or the Sales Agreements if
such actions take place in the Netherlands Antilles, (iii) Netherlands Antilles
sales tax (omzetbelasting) and/or turnover tax (belasting op bedriifsomzetten),
which may be due in respect of: (A) payments made by customers to VCP Trading
N.V. pursuant to the Sales Agreements, (B) fees paid by VCP Trading N.V.
pursuant to Sections 2.3 and 13.3 to the parties mentioned in those Sections,
(C) payments deemed made by VCP Trading N.V. to Newark and VCP Exportadora in
connection with the Guaranties by Newark and VCP Exportadora as provided in
Articles XI and XII, and (D) payments deemed made by VCP Trading N.V. to VCP
North America Inc. and/or by VCP North America Inc. to VCP Trading N.V. in
connection with the joint liability of VCP Trading N.V. and VCP North America
Inc. as provided in Section 3.1, and (iv) Netherlands Antilles profit tax due by
VCP Trading N.V. in respect of its taxable profits (including profits earned in
connection with the sale of Products under the Sale Agreements). Each of Newark,
each Newark Subsidiary, VCP Exportadora and VCP has filed all material tax
returns required to be filed by it (taking into account any applicable
extensions) and paid all Taxes shown to be due thereon except such as are being
contested in good faith by appropriate proceedings or could not reasonably be
expected to have a Material Adverse Effect.

     Section 7.11 Legal Form. Each of the Loan Documents and the Sales
Agreements is (or upon its coming into existence will be) in proper legal form
under its governing law for the enforcement thereof against the parties thereto
(and do not violate, nor will performance

                                                             Credit Agreement 37

<PAGE>

thereunder violate, Brazilian sovereignty, public order or morality (soberania
nacional, ordem publica ou bons costumes)); provided that, for the
enforceability of any Loan Document or Sales Agreement before Brazilian courts:
(a)(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 or (ii) such
document must be registered with the competent Registry of Deeds and Documents
and (b) such document must be translated into Portuguese by a sworn translator.
Subject to the preceding sentence, all formalities required in the British
Virgin Islands, the Netherlands Antilles 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 and Sales
Agreement have been accomplished, and no Taxes are required to be paid for the
validity and enforceability thereof; it being understood that the Guaranties of
VCP Exportadora and VCP under Article XI and XII will not have received the
prior approval of the Central Bank and, as such, neither VCP nor VCP
Exportadora, under current Brazilian law, will generally be able to remit
payments using funds in Brazil in order to make payments outside of Brazil.

     Section 7.12 Full Disclosure. The information, reports, financial
statements, exhibits and schedules furnished in writing by (or on behalf of)
Newark, either Newark Subsidiary, VCP and/or VCP Exportadora to the Arranger,
either Agent and/or the Lenders in connection with the Loan Documents and the
Sales Agreements or included therein or delivered pursuant thereto do not
contain any untrue statement of material 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; and if any of such information,
reports, financial statements, exhibits and schedules shall become materially
untrue or misleading at any time on or before the Borrowing Date, Newark, each
Newark Subsidiary, VCP Exportadora and/or VCP shall promptly inform the
Administrative Agent thereof. All written information furnished after the date
hereof by (or on behalf of) Newark, either Newark Subsidiary, VCP Exportadora
and/or VCP to either Agent and/or the Lenders in connection with the Loan
Documents, the Sales Agreements and the transactions contemplated thereby will
be true, complete and accurate in every material respect, or (in the case of
projections) based upon reasonable estimates, on the date as of which such
information is stated or certified. There is no fact known to Newark, either
Newark Subsidiary, VCP Exportadora or VCP that could reasonably be expected to
have a Material Adverse Effect that has not been disclosed herein or in a
report, financial statement, exhibit, schedule, disclosure letter or other
writing furnished to the Lenders for use in connection with the transactions
contemplated by the Loan Documents.

     Section 7.13 Security Interest. The Loan Documents provide the Collateral
Agent (on behalf of the Secured Parties) with effective, valid, legally binding
and enforceable first priority Liens on all of the Collateral, subject only to
Permitted Liens. The Collateral Agent's security interests described above will
be, as of the Closing Date (and, with respect to all 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, subject only to Permitted Liens. All necessary action
(including as described in the last sentence of Section 7.4) will have been
taken as of the Closing Date under the Applicable Laws of Brazil,

                                                             Credit Agreement 38

<PAGE>

the British Virgin Islands, the Netherlands Antilles and the United States of
America to establish and perfect the Collateral Agent's first priority rights in
and to the Collateral.

     Section 7.14 Title to Assets; Liens. Except for Permitted Liens and other
Liens permitted in Section 8.7, each of Newark, each Newark Subsidiary, VCP
Exportadora and VCP: (a) has good and marketable title to all of the material
Property (including: (i) with respect to Newark and the Newark Subsidiaries, all
of the Collateral pledged by it, and (ii) with respect to VCP and VCP
Exportadora, before its sale thereof, all Products (and related Receivables)
that become a part of the Collateral) purported to be owned by it, free and
clear of all Liens, and holds such title and all of such Property in its own
name and not in the name of any nominee or other Person, (b) is lawfully
possessed of a valid and subsisting leasehold estate in and to all material
Property that it purports to lease, and holds such leaseholds in its own name
and not in the name of any nominee or other Person, (c) has not created and is
not contractually bound to create any Lien on or with respect to any of its
Properties and (d) is not restricted by its Organizational Documents, contract,
Applicable Law or otherwise from creating Liens on any of its Properties.

     Section 7.15 No Defaults. No Default exists.

     Section 7.16 Solvency. (a) Neither Newark, either Newark Subsidiary, VCP
Exportadora nor VCP is insolvent as defined under any Applicable Law nor, after
giving effect to the consummation of the transactions contemplated in the Loan
Documents, will Newark, either Newark Subsidiary, VCP Exportadora or VCP be
rendered insolvent by the execution and delivery of the Loan Documents to which
it is a party or the consummation of the transactions contemplated thereby.
Neither Newark, either Newark Subsidiary, VCP Exportadora nor VCP is engaged,
nor is it about to engage, in any business or transaction for which the assets
retained by it shall be an unreasonably small capital, taking into consideration
its obligations incurred hereunder and under the other Loan Documents to which
it is a party.

     (b) The total amount of Guaranties issued by VCP Exportadora that cover the
payment obligations of non-Brazilian Persons (including its Guaranty under
Article XI) does not exceed the higher of: (i) VCP Exportadora's net worth as of
December 31, 2001 and (ii) the Votorantim Group's net worth as of December 31,
2001.

     Section 7.17 Investment Company Act. None of Newark, either Newark
Subsidiary, VCP Exportadora nor VCP is required to be registered as an
"investment company" under the United States Investment Company Act of 1940.

     Section 7.18 UCC Matters. Neither Newark or either Newark Subsidiary: (a)
has a place of business in the United States of America; provided that VCP North
America Inc. is organized in and has a place of business in Delaware, (b) has
used any trade names, assumed names or prior corporate names within the last
five years, except that VCP Trading N.V. has used the corporate name Kologo
Investments N.V. until June 28, 2001, (c) has changed its corporate structure or
jurisdiction of organization within the last five years, and (d) has any "notice
of an adverse claim" (within the meaning of Section 8-105 of the UCC) with
respect to the Account Collateral. Subject to the last sentence of Section 7.4,
the Applicable Laws of Brazil, the Netherlands Antilles and the British Virgin
Islands do not require that information

                                                             Credit Agreement 39

<PAGE>

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 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 Property covered thereby; provided
that, with respect to Brazil, such Collateral is located, held by Newark or a
Newark Subsidiary or relates to Property located or held by Newark or a Newark
Subsidiary outside Brazil.

                                  ARTICLE VIII
                                    COVENANTS

     Each of the Newark Subsidiaries (with respect to itself), Newark (with
respect to itself and each Newark Subsidiary), VCP Exportadora (with respect to
itself, Newark and each Newark Subsidiary) and VCP (with respect to itself,
Newark, VCP Exportadora and each Newark Subsidiary) covenants and agrees with
the Lenders and the Agents that, until the payment in full of the principal of
and interest on the Loans and of all other amounts outstanding under the Loan
Documents, and so long as any Commitment is outstanding:

     Section 8.1 Corporate Existence; Inspection; Books and Records. (a) Except
to the extent permitted otherwise by Section 8.12, each of Newark, each Newark
Subsidiary, VCP Exportadora and VCP shall (and shall cause each of its
Subsidiaries to) preserve and maintain its legal existence and, except to the
extent that the failure to do so (in the aggregate) could not reasonably be
expected to have a Material Adverse Effect, obtain and maintain all Governmental
Approvals, rights, privileges, licenses and franchises necessary for the
maintenance of its corporate existence and good standing.

     (b) At least once per calendar year, and at any other time during the
existence of any Default, each of Newark, each Newark Subsidiary, VCP
Exportadora and VCP shall permit representatives of any Lender or either Agent,
during normal business hours, at the cost and expense of Newark, such Newark
Subsidiary, VCP Exportadora or VCP (as applicable) and (except during the
existence of a Default) following at least five Business Days notice, to
examine, copy and make extracts from its books and records, to inspect any of
its Property and to discuss its business and affairs with its officers, all to
the extent reasonably requested by such Lender or Agent (as the case may be);
provided that, except for such examinations, inspections and discussions made
during the existence of a Default, in no event shall each of Newark, either
Newark Subsidiary, VCP Exportadora or VCP be liable for the costs and expenses
thereof more than once per calendar year.

     (c) Each of Newark, each Newark Subsidiary, VCP Exportadora and VCP shall:
(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 (and, in the case of VCP, U.S. GAAP).

     (d) Neither Newark, either Newark Subsidiary, VCP Exportadora nor VCP shall
amend, modify or otherwise change any of its Organizational Documents in any way
that would

                                                             Credit Agreement 40

<PAGE>

adversely affect the Secured Parties without the prior written consent (which
consent shall not be unreasonably withheld or delayed) of the Majority Lenders;
provided that each of VCP and VCP Exportadora may, without such consent, amend
its Organizational Documents to the extent necessary to comply with Law No.
10,303 enacted on October 31, 2001 and so long as such amendment is not
reasonably likely to affect any Secured Party adversely (a copy of any such
amendment to be delivered to the Administrative Agent promptly (and in any event
within 10 Business Days) after its effectiveness).

     (e) Each of Newark, each Newark Subsidiary, VCP Exportadora and VCP shall
satisfy customary corporate formalities, including the holding of regular board
of directors' and shareholders' meetings and the maintenance of corporate
offices and records. No bank account of Newark, either Newark Subsidiary, VCP
Exportadora or VCP shall be commingled with any bank account of any other
Person. Neither Newark, either Newark Subsidiary, VCP Exportadora nor VCP shall
take any action, or conduct its affairs in a manner, that could 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 with Applicable Laws; Insurance. (a) Each of Newark,
each Newark Subsidiary, VCP Exportadora and VCP shall (and shall cause each of
its Subsidiaries to): (i) comply with the requirements of all Applicable Laws
(including all Environmental Laws and export regulations) and orders of any
Governmental Authority to the extent that the failure to comply therewith could
(in the aggregate) reasonably be expected to have a Material Adverse Effect,
except where (and for so long as) the necessity of compliance therewith is being
contested in good faith by appropriate proceedings, (ii) 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 (iii) maintain all of its Property used or useful in its business in
good working order and condition, ordinary wear and tear excepted, except to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     (b) Each of Newark, each Newark Subsidiary, VCP Exportadora and VCP shall
(and shall cause each of its Subsidiaries to) at all times insure its Property
and businesses against risks, losses and damages of the kinds and in the amounts
that are customary in the industry in which it operates (except to the extent
that the failure to do so could not reasonably be expected to have a Material
Adverse Effect), and promptly upon request by the Administrative Agent
therefore, it 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 Newark, each Newark Subsidiary,
VCP Exportadora and VCP shall (and shall cause each of its Subsidiaries to)
promptly obtain, and maintain in full force and effect, all Governmental
Approvals from time to time necessary for its authorization, execution and
delivery of the Loan Documents and Sales Agreements to

                                                             Credit Agreement 41

<PAGE>

which it is a party, and the due performance of all of its obligations, and the
exercise of all of its rights, thereunder; it being understood that, under
Brazilian Applicable Law, the Guaranties of VCP Exportadora and VCP under
Articles XI and XII need not be previously approved by the Central Bank in order
for such Guaranties to be the legal, valid and binding obligations of VCP
Exportadora and VCP but, as described at the end of Section 7.11, the absence of
such approval will generally affect VCP Exportadora's and VCP's ability to remit
payments using funds in Brazil to satisfy obligations thereunder outside of
Brazil and, whether such Guaranties have been so approved or not, Central Bank
approval would generally be required before either VCP Exportadora or VCP could
remit payments using funds in Brazil to satisfy their obligations thereunder
outside of Brazil (which approval is subject to the sole discretion of the
Central Bank).

     Section 8.4 Reporting Requirements. Each of Newark, each Newark Subsidiary,
VCP Exportadora and VCP shall provide to the Administrative Agent (who shall
promptly distribute to the Lenders):

          (a) as soon as available and in any event within 120 days after the
     last day of each fiscal year of VCP Exportadora, annual audited financial
     statements of VCP Exportadora, with the opinion thereon of internationally
     recognized independent public accountants satisfactory to the
     Administrative Agent, and as soon as available and in any event within 60
     days after the end of each fiscal quarter (other than the fourth fiscal
     quarter) of each fiscal year of VCP Exportadora, quarterly unaudited
     financial statements of VCP Exportadora as at and for the quarterly period
     ending on the last day of such fiscal quarter, each in form and substance
     satisfactory to the Administrative Agent and each prepared in accordance
     with GAAP,

          (b) as soon as available and in any event within 120 days after the
     last day of each fiscal year of Newark, annual unaudited financial
     statements of Newark and its consolidated Subsidiaries, and as soon as
     available and in any event within 60 days after the end of each fiscal
     quarter (other than the fourth fiscal quarter) of each fiscal year of
     Newark, quarterly unaudited financial statements of Newark and its
     consolidated Subsidiaries as at and for the quarterly period ending on the
     last day of such fiscal quarter, each in form and substance satisfactory to
     the Administrative Agent and each prepared in accordance with GAAP;

          (c) as soon as available and in any event within 120 days after the
     last day of each fiscal year of VCP, annual audited consolidated financial
     statements of VCP, with the opinion thereon of internationally recognized
     independent public accountants satisfactory to the Administrative Agent,
     and as soon as available and in any event within 60 days after the end of
     each fiscal quarter (other than the fourth fiscal quarter) of each fiscal
     year of VCP, quarterly unaudited consolidated financial statements of VCP
     as at and for the quarterly period ending on the last day of such fiscal
     quarter, each in form and substance satisfactory to the Administrative
     Agent and each prepared in accordance with both GAAP and U.S. GAAP,

          (d) each time financial statements are required to be delivered under
     clause (a), (b) or (c), a certificate of the chief financial officer (or
     more senior officer) of VCP

                                                             Credit Agreement 42

<PAGE>

     Exportadora, Newark or VCP, as applicable: (i) with respect to VCP only,
     providing a calculation (in reasonable detail) of the Debt Service Coverage
     Ratio, the Net Debt to EBITDA Ratio and the Total Debt to Total
     Capitalization Ratio as of the end of the most recent Fiscal Semester (or
     most recent fiscal quarter, in the case of the Debt Service Coverage
     Ratio), and (ii) 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 Newark, the Newark
     Subsidiaries, VCP Exportadora and/or VCP has taken or proposes to take with
     respect thereto,

          (e) within two Business Days after either Newark, either Newark
     Subsidiary, VCP Exportadora or VCP obtains knowledge of any Default or any
     default, early amortization event or similar event under the Other
     Facility, a certificate of the chief financial officer or the chief
     accounting officer thereof setting forth the details thereof and the
     action(s) that is/are being taken or is/are proposed to be taken with
     respect thereto,

          (f) promptly (and, in any event, within five Business Days after
     Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge
     thereof) notice of any litigation, claim, investigation, arbitration, other
     proceeding or controversy pending or, to its knowledge, threatened
     involving or affecting any Obligor: (i) that could give rise to a Lien on
     any of its Properties, other than Permitted Liens, (ii) that could
     reasonably be expected to have a Material Adverse Effect or (iii) relating
     to any of the Loan Documents or Sales Agreements,

          (g) promptly (and, in any event, within five Business Days after
     Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge
     thereof), notice of any other event or development that could reasonably be
     expected to have a Material Adverse Effect,

          (h) promptly (and, in any event, within five Business Days after being
     filed with the U.S. Securities and Exchange Commission), copies of any
     public filings made therewith, and

          (i) from time to time such other information with respect to the
     Obligors, the Loan Documents, the Sales Agreements and/or the transactions
     contemplated hereby or thereby as any Lender (through the Administrative
     Agent) or either Agent may reasonably request.

     Section 8.5 Ranking; Priority. Each of Newark, each Newark Subsidiary, VCP
Exportadora and VCP shall promptly take all actions as may be necessary to
ensure that its obligations under the Loan Documents to which it is a party will
at all times constitute unconditional and unsubordinated general obligations
thereof ranking at least pari passu with all other present and future
unsubordinated Debt thereof (including any Debt under the Other Facility); it
being understood that such other Debt or other obligations may be secured by
Liens permitted by Section 8.7 (and, as such, may have a prior claim to the
Properties subject to such Liens) but, other than Permitted Liens of the type
described in clauses (a) and (b) of the

                                                             Credit Agreement 43

<PAGE>

definition thereof, no other Debt shall benefit from Liens on the Collateral
that shall have priority over the Liens securing the Debt under the Loan
Documents.

     Section 8.6 Debt. (a) Neither Newark, either Newark Subsidiary, VCP
Exportadora nor VCP shall create, incur, issue or suffer to exist (or permit any
of their respective Subsidiaries to create, incur, issue or suffer to exist) any
Debt, except:

          (i) with respect to Newark and the Newark Subsidiaries: (A) Debt under
     and in connection with the Loan Documents (including any related to the
     purchase of Products as described in Section 8.13 and the Export
     Agreements, and the advances to be made by the Newark Subsidiaries to
     Newark for the prepayment of the sale of Products as contemplated by
     Section 2.1), (B) Debt under and in connection with the Other Facility as
     permitted in clause (b), (C) unsecured Debt entered into for the sole
     purpose of performing cash management or other financial management
     functions with any of its Affiliates in the ordinary course of business,
     (D) other unsecured Debt with Affiliates with respect to which each such
     Affiliate has become a party to the Subordination Agreement by delivery to
     the Administrative Agent of its executed joinder thereto, (E) Debt with
     non-Affiliates that is unsecured or is secured by Property that is neither
     part of the Collateral nor Capital Stock of Aracruz (or any interests
     therein, including dividends payable thereon) and (F) until the Borrowing
     Date, Debt that will be repaid in full from the proceeds of the Loans in
     the manner contemplated in Section 2.2, and


          (ii) with respect to VCP Exportadora and VCP (and their respective
     Subsidiaries), any additional Debt (with respect to Debt incurred after the
     date hereof, only so long as there would not be a violation of the Total
     Debt to Total Capitalization Ratio determined as if the date on which such
     additional Debt is incurred were the last day of a Fiscal Semester); it
     being understood that the Debt of Newark and the Newark Subsidiaries is
     limited to that permitted in clause (i).

     (b) Newark and the Newark Subsidiaries may enter into the Other Facility at
any time and, from time to time, incur Debt thereunder so long as, as of the
date of the issuance of any such Debt (and as of the date of any amendment,
restatement or other modification thereof that increases the Other Debt Service
Amount with respect to any Payment Date through and including the Final Maturity
Date or increases the principal amount of any Debt issued thereunder; it being
understood that any amendments, restatements or other modifications of any such
Debt that do not have any such effect need not comply with the following): (i)
no Default then exists or would result from the incurrence of such Debt (or
amendment or modification thereof), (ii) for so long as the obligations under
the Loans remain outstanding, the payment dates of all Debt issued under the
Other Facility shall be the Payment Dates (with the exception that the first
payment date applicable to any such Debt may be the second Payment Date after
the issuance of such Debt), (iii) the net proceeds of such Debt shall promptly
(and, in any event, within one Business Day thereof) be applied to the repayment
of any of Newark's other Debt (including the repayment of the prepayment for the
sale of Products contemplated by Section 2.1 or the repayment of any other Debt
under the Other Facility), the making of a payment for Products previously
purchased by Newark or to make an export pre-payment to VCP or any of its
Brazilian Subsidiaries (including VCP Exportadora) for future Products, (iv) the
Agents shall have received from Newark, the Newark Subsidiaries and the Other
Agent confirmation that,

                                                             Credit Agreement 44

<PAGE>

pursuant to the Security Agreement, Newark and (to the extent the Newark
Subsidiaries are obligors under the Other Facility) the Newark Subsidiaries have
granted the creditors under the Other Facility a security interest in the Sales
Collateral and the Collection Account and that the creditors under the Other
Facility agree to share such security interest (and otherwise manage the
collections on the Receivables) in the manner described in the Security
Agreement, (v) the conditions of clause (c) shall have been satisfied and (vi)
the Agents shall have received a certificate of the chief financial officer or a
more senior officer of VCP certifying that each of the above conditions has been
satisfied.

     (c) Before any Debt under the Other Facility may be incurred (it being
understood that the following provisions shall apply with respect to each
issuance of Debt under the Other Facility), VCP shall:

          (i) for each remaining Interest Period through the Final Maturity
     Date, provide the Agents a certificate (which the Administrative Agent
     shall promptly provide to each of the Lenders) of its treasurer, chief
     financial officer, chief accounting officer or more senior officer (with
     reasonable detail as to calculations) in which is included (or to which is
     attached) a projection (based upon VCP's reasonable estimates at such time)
     of: (A) the Projected Available Collections for such Interest Period, (B)
     the Debt Service Amount for the Payment Date at the end of such Interest
     Period (provided that interest payable shall be calculated using an
     interest rate equal to the then-current interest rate plus an additional 1%
     per annum), (C) the ratio of: (1) the Bank Percentage (to the extent
     applicable, as to be established pursuant to Section 2.3(e) of the Security
     Agreement in connection with the issuance of such Debt under the Other
     Facility) of the amount described in clause (A) to (2) the amount described
     in clause (B) and (D) if any of such ratios for any Interest Period is less
     than 1:1, the amount of additional collections that would be required
     during such Interest Period in order to obtain such ratio for such Interest
     Period, and

          (ii) if any additional collections are projected to be required
     pursuant to clause (i)(D), provide to the Administrative Agent either: (A)
     one or more supply contracts, in form and substance reasonably satisfactory
     to the Majority Lenders and enforceable by the Administrative Agent,
     whereby one or more Person(s): (1) organized in an OECD Country (including
     Brazil) and (2) with a long-term foreign currency debt rating from each of
     Standard & Poor's and Moody's at least equal to the then-applicable
     long-term foreign currency debt rating of VCP, agrees (in the aggregate for
     all such Person(s)) to deliver (at the request of the Administrative Agent
     at any time, and from time to time: (x) during the existence of an Event of
     Default or (y) upon the Administrative Agent's receipt from Newark of a
     certificate of its treasurer, chief financial officer or more senior
     officer that such request is necessary to avoid a Specified Event; it being
     understood that the Administrative Agent shall, upon receipt of such
     request from Newark, promptly deliver such request to such other Person(s))
     sufficient products to Newark the sale of which will generate Dollar
     collections at least equal to the aggregate amount of all additional
     collections so projected to be required for all Interest Periods through
     the Final Maturity Date (it being understood that any projected excess in
     any of the Interest Periods shall not be applied to offset any additional
     collections projected to be required with respect to other Interest Periods
     except to the extent that at

                                                             Credit Agreement 45

<PAGE>

     the time of the incurrence of such new Debt Newark has irrevocably
     instructed the Collateral Agent to retain in the Collection Subaccount all
     or any portion of any such projected excess for application as Carry-Over
     Amounts in any later Interest Period(s)), which deliveries may be requested
     by the Administrative Agent at any time through the date that is five
     Business Days after the Payment Date at the end of the last Interest Period
     for which any additional collections are so projected to be required (it
     being understood that the Administrative Agent may make such requests only
     during the existence of an Event of Default or at the request of Newark if
     Newark expects that it will need to receive such products in order to
     ensure that no Event of Default described in Section 9.1(o) shall occur,
     and that any collections relating to such delivered products would be
     applied to pay any amounts then payable under the Loan Documents and no
     such amounts would be payable to the Other Agent for application in
     connection with the Other Facility), or (B) such other additional credit
     enhancement as the Majority Lenders may agree.

     (d) Should the Majority Lenders reasonably determine that the Projected
Available Collections identified in the certificate delivered by VCP pursuant to
clause (c)(i) are greater than the amount that should be reasonably estimated,
the Majority Lenders may (within seven New York Business Days of their receipt
of such projections) deliver notice to VCP, Newark and the Administrative Agent
of such determination. Should VCP receive such notice within such period, VCP
shall either deliver amended projections for the Lenders' review (subject to the
approval process described in this paragraph) or engage PricewaterhouseCoopers
or another independent auditor or other Person acceptable to the Majority
Lenders, at the expense of VCP, to analyze the projections and either certify to
the Lenders that such projections are reasonable estimates by VCP or, if not, to
work with VCP to establish projections that can be so certified.

     Section 8.7 Negative Pledge. Neither Newark, either Newark Subsidiary, VCP
Exportadora nor VCP shall create, assume or suffer to exist (or permit any of
their respective Subsidiaries to create, assume or suffer to exist) any Lien on
any of its Property, whether now owned or hereafter acquired by it, except:

          (a) Permitted Liens,

          (b) Liens that arise pursuant to one or more final judgment(s),
     order(s), decree(s) and/or award(s) not in excess of $10,000,000 (or its
     equivalent in any other currency) in the aggregate for the payment of money
     if discharged within 60 days or fully 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) and/or award(s),

          (c) Liens created under the Loan Documents,

          (d) Liens granted in connection with the Other Facility (including
     Liens on the Sales Collateral and the Collection Account in the manner
     described herein and in the Security Agreement), and

          (e) other Liens granted to secure other Debt as permitted by Section
     8.6(a) or other obligations; provided that: (i) no such Liens shall cover
     any of VCP Exportadora's

                                                             Credit Agreement 46

<PAGE>

     or VCP's Products exported outside Brazil (or identified to be so
     exported), (ii) with respect to Newark and the Newark Subsidiaries only, no
     such Liens shall cover any of the Collateral or any Capital Stock of
     Aracruz (or any interests therein, including dividends payable thereon),
     and (iii) excluding all of the Debt secured by Liens described in clauses
     (a) through (d) above, the aggregate outstanding principal amount of such
     Debt and other obligations secured by Liens on tangible Property (including
     real property) shall not exceed $450,000,000 (or its equivalent in any
     other currency); provided that the lenders or holders of such Debt shall
     consist of BNDES, export credit agencies or multilateral financial
     institutions; and provided further that up to $50,000,000 (or its
     equivalent in any other currency) of such Debt may be lent by or held by
     any Person.

     Notwithstanding anything herein or elsewhere in the Loan Documents to the
contrary, in no event shall Newark or any of the Newark Subsidiaries permit
there to be any Lien on any of the Collateral other than Permitted Liens of the
type described in clauses (a) and (b) of the definition thereof and Liens
pursuant to the Security Agreement.

     Section 8.8 Transactions With Affiliates. Neither Newark, either Newark
Subsidiary, VCP Exportadora nor VCP shall (or shall permit any of their
respective Subsidiaries to) directly or indirectly enter into any transaction
with any Affiliate (other than its wholly-owned Subsidiaries) except in the
ordinary course of (and pursuant to the reasonable requirements of) its business
and upon commercially reasonable terms that are no less favorable to it than
those that might be obtained in a comparable arm's-length transaction at the
time from a Person that is not an Affiliate; provided that nothing in this
Section shall be deemed to prohibit the transactions contemplated by the Loan
Documents (including sales and purchases of Products effected in accordance with
the Export Agreements and Section 8.13(d) and the prepayment for Products by the
Newark Subsidiaries effected in accordance with this Agreement). Notwithstanding
the foregoing, this Section shall not apply to: (a) any loan or similar
financial transaction (or series of related financial transactions) entered into
for the sole purpose of performing cash management or other financial management
functions of Newark, the Newark Subsidiaries, VCP Exportadora and/or VCP (and/or
their respective Subsidiaries) with any of their respective Affiliates in the
ordinary course of business, (b) tax allocation agreements entered into from
time to time by Newark, the Newark Subsidiaries, VCP Exportadora and/or VCP
(and/or their respective Subsidiaries) with their respective Affiliates in the
ordinary course of their respective businesses and (c) Debt permitted by Section
8.6.

     Section 8.9 Line of Business, Etc. Neither Newark, either Newark
Subsidiary, VCP Exportadora nor VCP shall: (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, with respect to VCP, U.S. GAAP).

     Section 8.10 Use of Proceeds. The Newark Subsidiaries shall use the
proceeds of the Loans, and Newark shall use the proceeds of the prepayment of
Products contemplated in Section 2.1(b), (less any fees and expenses then due
and payable under Sections 2.3 and 13.3) solely as described in Section 2.1(b).
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

                                                             Credit Agreement 47

<PAGE>

any "margin stock" within the meaning of Regulation U of the Board of Governors
of the U.S. Federal Reserve System.

     Section 8.11 Further Assurances. Each of Newark, each Newark Subsidiary,
VCP Exportadora and VCP 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 either Agent in order to effect the purposes of the Loan Documents
and Sales Agreements. Without limiting the above, each of Newark, each Newark
Subsidiary, VCP Exportadora and VCP shall, at its own cost, take all actions
necessary or reasonably requested by the Collateral 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 adversely affecting the rights of the
Collateral Agent or any other Secured Party in any Collateral, (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 the Collateral Agent to ensure that all after-acquired property of Newark and
each Newark Subsidiary intended to be covered by such Liens is subject to a
valid and enforceable first priority Lien in favor of the Collateral Agent (on
behalf of the Secured Parties). Neither Newark nor either Newark Subsidiary
shall transfer all or any portion of the Collateral to any Person except as
expressly permitted or required under the Loan Documents.

     Section 8.12 Merger, Etc. (a) Except as specifically provided in Section
13.5(b), neither Newark, either Newark Subsidiary, VCP Exportadora nor VCP shall
enter into any transaction of merger or consolidation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or sell, transfer,
lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of its Property; provided that:

          (i) it may merge or consolidate with or into, or sell or transfer all
     or substantially all of its Property to, any other Person that is organized
     in an OECD Country (or, if not an OECD Country, its current jurisdiction of
     organization) if, immediately after giving effect thereto:

               (A) (1) with respect to any merger or consolidation, it is the
          surviving Person or, if not, the surviving Person has validly assumed
          its obligations under the Loan Documents to which it is a party, or
          (2) with respect to a sale, transfer, lease or other disposition of
          all or substantially all of its Properties, the Person to whom the
          Property has been sold, transferred, leased or otherwise disposed has
          validly assumed all obligations under the Loan Documents to which the
          transferor is a party (which assumption may constitute a novation of
          such obligations under Applicable Law); provided that, with respect to
          both clauses (1) and (2): (x) with respect to any such transaction by
          VCP Exportadora, Newark or any Newark Subsidiary, VCP owns a majority
          of the Voting Stock of the surviving Person and has the power to
          direct or cause the direction of the management and policies of such
          surviving Person, and (y) with respect to any such transaction by
          either Newark Subsidiary, such other Person has no existing business,

                                                             Credit Agreement 48

<PAGE>

               (B) no Default (including under Section 9.1(n) or resulting from
          a breach of Section 8.9) exists or would exist immediately after such
          merger, consolidation, sale, transfer, lease or other disposition,

               (C) there would not be a Default relating to: (1) the Total Debt
          to Total Capitalization Ratio if such ratio were determined as if the
          date on which such transaction were effected were the last day of a
          Fiscal Semester or (2) the Debt Service Coverage Ratio and/or Net Debt
          to EBITDA Ratio if such ratios were determined on a pro forma basis
          with respect to the most recently ended fiscal quarter or Fiscal
          Semester, as the case may be,

               (D) to the extent applicable, the provisions of clause (b) shall
          have been complied with by no later than the date of such merger,
          consolidation, sale, transfer, lease or other disposition,

               (E) each Agent shall have received any other opinions, evidence
          of security interest filings and other documents or evidence as it (or
          the Majority Lenders) may reasonably request in connection therewith,
          and

               (F) to the extent reasonably requested by either Agent or the
          Majority Lenders, the Loan Documents shall have been amended (or
          amended and restated) to reflect such merger, consolidation, sale,
          transfer, lease or other disposition,

          (ii) the Newark Subsidiaries may merge or consolidate with each other,
     either or both Newark Subsidiaries may be merged into Newark and/or VCP
     Exportadora may be merged into VCP,

          (iii) it may sell, lease, transfer or otherwise dispose of obsolete or
     worn-out property or equipment no longer used or useful in its business and
     any inventory or other Property sold or disposed of in the ordinary course
     of its business, and

          (iv) it may sell or otherwise transfer Products and other Property to
     Newark or a Newark Subsidiary in the manner contemplated in the Loan
     Documents.

     (b) Notwithstanding clause (a), Newark may sell, transfer, lease or
otherwise dispose of all or any portion of the Capital Stock of Aracruz so long
as the net proceeds of such sale, transfer, lease or otherwise disposition are
promptly (and, in any event, within five Business Days of such transaction)
applied to a prepayment of the Loans; provided that Newark may sell, transfer,
lease or otherwise dispose of such Capital Stock to any VCP Party without any
such prepayment of the Loans so long as Newark shall promptly (and, in any
event, within one Business Day after such transaction) apply the net proceeds
(if any) of such transaction either to the making of payment to VCP Exportadora
for Products previously purchased or to make an export prepayment to VCP
Exportadora for future Products.

     (c) Each of VCP, VCP Exportadora and Newark agrees that it shall, by no
later than 10 Business Days after any event described in clause (i) or (ii),
cause: (i) any Subsidiary of VCP that becomes a direct or indirect owner of all
or any part of the Capital Stock of VCP Exportadora, Newark and/or a Newark
Subsidiary and (ii) any other Subsidiary of Newark to

                                                             Credit Agreement 49

<PAGE>

deliver to the Administrative Agent: (A) a Guaranty (in form and substance
satisfactory to the Majority Lenders) guaranteeing all of the obligations of the
Newark Subsidiaries under this Agreement and the other Loan Documents and (B)
any necessary opinions, certificates and other documents (or evidence of the
occurrence of any events) that the Administrative Agent or the Majority Lenders
shall reasonably request in connection therewith.

     Section 8.13 Export Arrangements. (a) Should Newark at any time have
insufficient funds to pay for any Products purchased from VCP Exportadora by the
date on which VCP Exportadora is required to receive such payment pursuant to
Brazilian Applicable Law, VCP Exportadora shall, subject to the obtaining of any
necessary approvals from the Central Bank, capitalize such payments by making an
equivalent contribution of capital to Newark (including, to the extent possible,
by converting such payment obligation into additional capital of Newark). Newark
shall not pay or declare any dividends or returns of capital (or similar
distributions with respect to its Capital Stock) to VCP Exportadora at any time
that there is a Default hereunder or that VCP or any other Person that has sold
Products to Newark has not been paid for such Products within the time required
by Brazilian Applicable Law for the receipt by Brazilian exporters of export
payments (it being understood that any amounts that would otherwise have been
paid as dividends or otherwise shall be promptly paid by Newark as payment for
its purchase of such Products).

     (b) Neither Newark nor either Newark Subsidiary shall enter into any
amendment or modification of, or grant any waiver under, the Export Arrangements
that (individually or in the aggregate) could reasonably be expected to have a
Material Adverse Effect (it being understood that any amendment, modification or
waiver that has any adverse effect on the payment of any amounts payable under
the Export Arrangements, including as to the amount or timing thereof, shall be
considered to have a Material Adverse Effect).

     (c) Each of Newark and the Newark Subsidiaries shall require that the
purchase price of all sales of Products pursuant to any Sales Agreement is
payable solely in Dollars.

     (d) VCP shall (or shall cause one of its Subsidiaries, including VCP
Exportadora, to) sell to Newark sufficient Products so that no Event of Default
described in Section 9.1(o) shall occur, each of which sales shall be for a
price no higher than, and a payment term no shorter than, the price and payment
term applicable to the sale of such Products by Newark or a Newark Subsidiary to
a customer pursuant to a Sales Agreement.

     (e) If a Specified Event occurs with respect to any Interest Period, then
the Collateral Agent may, under the Export Agreements with the Stand-by
Exporters, request that one or both Stand-by Exporters sell an aggregate amount
of Products to Newark that will (by no later than 30 days after such Stand-by
Exporter's receipt of such request) result in the generation of such amount of
Tested Collections as would have resulted in such Specified Event not having
occurred had such Tested Collections been received during such Interest Period
(it being understood that, for the purpose of this Section, collections from an
Eligible Buyer relating to Products so sold to Newark by the Stand-by Exporters
shall be considered to be Tested Collections notwithstanding that a Letter of
Instructions shall not have been delivered to such Eligible Buyer). If any Event
of Default exists and all or any portion of the Loans have been accelerated as a
result thereof, then the Collateral Agent may, under the Export Agreements with

                                                             Credit Agreement 50

<PAGE>

the Stand-by Exporters, request that one or both Stand-by Exporters promptly
sell Products to Newark from time to time until such time as all of the Loans
and other amounts payable to the Secured Parties under the Loan Documents have
been paid in full.

     (f) Newark and each Newark Subsidiary shall ensure that each of the Sales
Agreements to which it is a party is in proper legal form under its governing
law to ensure that it would constitute a legal, valid and binding obligation of
each of the parties thereto under such law, enforceable in accordance with its
terms.

     (g) If any funds are received by either Newark, either Newark Subsidiary,
VCP Exportadora or VCP from time to time in respect of Receivables, then it
shall promptly (and, in any event, within two Business Days) after its receipt
thereof remit such funds to the Collateral Agent for deposit into the Collection
Account (and until so remitted, such funds shall be held in trust by such Person
for the benefit of the Collateral Agent). Newark, each Newark Subsidiary, VCP
Exportadora or VCP, as applicable, shall promptly (and, in any event, by no
later than the Business Day after any such remittance): (i) notify the
Collateral Agent of each such remittance by it (or on its behalf) into the
Collection Account (specifying the amount and date thereof and the Sales
Agreement with respect to which it received such funds in respect of
Receivables) and (ii) deliver to the Collateral Agent evidence that it has sent
a notice to the applicable customer that all future payments on Receivables are
to be deposited into the Collection Account.

     (h) If the Majority Lenders at any time shall reasonably determine that the
ability of any Eligible Buyer listed on Schedule 1 to pay its Receivables to the
Collection Account has been materially adversely affected, and if such Eligible
Buyer is at such time more than 30 days past due in the payment of any
Receivable owing to VCP or any Subsidiary of VCP, then the Majority Lenders may
deliver a notice of such determination to the Agents, Newark and VCP. Upon
receipt of such notice by Newark, such Eligible Buyer shall be considered to
have been removed from Schedule 1; it being understood that: (i) any Receivables
related to Sales Agreements entered into with such removed Eligible Buyer before
Newark's receipt of such notice shall continue to be Tested Collections to the
extent that they otherwise satisfy the conditions thereof and (ii) such removed
Eligible Buyer may qualify as an Eligible Buyer pursuant to any of clauses (b)
through (e) of the definition thereof.

     Section 8.14 Syndication. Each of Newark, each Newark Subsidiary, VCP
Exportadora and VCP shall assist the Arranger and the Lenders in their
syndication efforts (including by making senior managers available for bank
meetings and by providing upon request all information reasonably deemed
necessary by any such Person to complete the syndication of the Loans and/or
Commitments successfully).

     Section 8.15 Investment Company Act. Neither Newark, either Newark
Subsidiary, VCP Exportadora nor VCP 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 8.16 Portuguese Translation. By no later than 90 days after the
Closing Date, Newark shall deliver to each of the Agents a complete and accurate
translation (made by a sworn translator) of this Agreement, the Security
Agreement, the Subordination Agreement and each

                                                             Credit Agreement 51

<PAGE>

Export Agreement in Portuguese (such translation to be acceptable to Machado,
Meyer, Sendacz e Opice, the Agents' Brazilian counsel, and to be in adequate
form for registration with the competent Registry of Deeds and Documents).

                                   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 of or interest on the Loans (or
     any amounts payable pursuant to Section 4.5(c)) shall not be paid in full
     when due or (ii) any Obligor shall default for five Business Days or more
     in the payment of any other amount whatsoever payable (or to be deposited)
     under the Loan Documents (including pursuant to Section 5.2(b)) (it being
     understood that an Event of Default shall occur if any such payments are
     made from funds on deposit in the Collateral Account other than any amount
     in the Collateral Account in excess of the Collateral Account Reserve
     Amount for the next Interest Period),

          (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 false or misleading in any material
     respect as of the time made or deemed made,

          (c) (i) any default, early amortization event or similar event shall
     occur with respect to any other Debt of any VCP Party (other than under the
     Other Facility) in an aggregate outstanding principal amount of at least
     $10,000,000 (or its equivalent in any other currency) if the effect thereof
     is to accelerate the maturity thereof, or to permit the holder(s) of such
     Debt, or an agent or trustee on its or their behalf, to accelerate the
     maturity thereof or to require the mandatory pre-payment, defeasance or
     redemption thereof, or (ii) any default, early amortization event or
     similar event shall occur with respect to any Debt under the Other Facility
     in an aggregate outstanding principal amount of at least $10,000,000 (or
     its equivalent in any other currency) if, as a result thereof, such Debt
     has been accelerated or otherwise required to be prepaid, defeased or
     redeemed, in whole or in part, before the scheduled maturity thereof,

          (d) (i) either Newark, either Newark Subsidiary, VCP Exportadora or
     VCP shall default in the observance or performance of any of its
     obligations under Article VIII hereof (other than Section 8.1(a) (with
     respect to the failure to obtain and maintain all Governmental Approvals,
     rights, privileges, licenses and franchises), Section 8.1(e) and Section
     8.2, the default of any of which shall be covered in clause (iii)) or under
     Section 2.2(b), 3.1(a)(iv), 3.1(b), 3.1(f) or 3.1(l) of the Security
     Agreement, (ii) any Stand-by Exporter shall default in the observance or
     performance of any of its obligations under the applicable Export Agreement
     (other than Sections 4.1(a) (with respect to the failure to obtain and
     maintain all Governmental Approvals, rights, privileges, licenses

                                                             Credit Agreement 52

<PAGE>

     and franchises) and Sections 4.1(b) through (e) thereof, the default of any
     of which shall be covered in clause (iii)), or (iii) any Obligor shall
     default for a period of 30 days or more in the observance or performance of
     any of its other obligations under this Agreement (other than as provided
     in clause (a)) or any other Loan Document,

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

          (f) any VCP Party shall: (i) apply for or consent to the appointment
     of, or the taking of possession by, a receiver, custodian, trustee,
     examiner, sindico, 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,
     concordata, liquidation, falencia, 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 VCP Party,
     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, sindico, 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, concordata, liquidation, falencia, 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 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 VCP Party in an amount exceeding
     $10,000,000 (or its equivalent in any other currency) in the aggregate and
     shall remain unsatisfied, undischarged and in effect for a period of 30 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 such VCP Party,

          (i) any non-monetary judgment, order, decree, award, settlement or
     agreement to settle (including any relating to any arbitration) is rendered
     against or agreed by any VCP Party that (in the aggregate) has had or could
     reasonably be expected to have a Material Adverse Effect, and a stay of
     execution thereof shall not be obtained within 30 days from the date of
     entry or agreement thereof,

          (j) any Governmental Approval at any time necessary to enable any
     Obligor to comply with any of its obligations under any of the Loan
     Documents or Sales

                                                             Credit Agreement 53

<PAGE>

     Agreements shall be revoked, withdrawn, withheld or otherwise not in full
     force and effect 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; it being understood that not obtaining the prior approval
     of the Central Bank with respect to entering into the Guaranties of VCP
     Exportadora and VCP under Articles XI and XII shall not (in and of itself)
     result in an Event of Default,

          (k) (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 so assert in writing, (iv)
     the validity or enforceability thereof shall be contested by any Obligor or
     by any Governmental Authority or (v) any Lien provided for in the Loan
     Documents shall cease to exist or cease to give the Collateral Agent (on
     behalf of the Secured Parties) a first priority perfected security
     interest,

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

          (m) any Governmental Authority of the British Virgin Islands, the
     Netherlands Antilles or Brazil shall declare a moratorium on the payment of
     External Debt by: (i) the British Virgin Islands, the Netherlands Antilles
     or Brazil, as the case may be, or by any Governmental Authority thereof or
     (ii) by any other Person thereof or therein; provided that (without
     prejudice to any of the other clauses of this Section) the occurrence of an
     event specified in this paragraph shall not be deemed to be an Event of
     Default if, within 30 days after the occurrence of such event, either: (A)
     a Guaranty in form and substance reasonably satisfactory to the Majority
     Lenders is provided in substitution for the Guaranties under Articles XI
     and XII, duly executed by a Person having a credit standing acceptable to
     each of the Lenders and accompanied by such evidence (including opinions)
     of the due authorization, execution, delivery, legality, validity, binding
     effect and enforceability thereof as the Administrative Agent or the
     Majority Lenders may reasonably request, or (B) additional Collateral is
     pledged to the Collateral Agent (on behalf of the Secured Parties) that is
     sufficient in amount to cover all amounts thereafter to be paid by Newark
     under the Loan Documents and is otherwise acceptable to each of the Lenders
     and accompanied by such evidence (including opinions) of the due
     authorization, execution, delivery, legality, validity, binding effect and
     enforceability of the applicable documents as either Agent or the Majority
     Lenders may reasonably request,

          (n) a Change in Control shall occur,

                                                             Credit Agreement 54

<PAGE>

          (o) the occurrence of a Specified Event for any two consecutive
     Interest Periods or the occurrence of four Specified Events during the life
     of the Loans,

          (p) for any two consecutive Interest Periods (or four during the life
     of the Loans), Tested Collections (minus the lesser of: (i) the Other Debt
     Service Amount for the applicable Interest Period and (ii) the amount
     described in clause (a) of the definition of Tested Collection for such
     Interest Period relating to Products produced by VCP) relating to Products
     produced by VCP or a Stand-by Exporter in Brazil shall be less than 50% of
     the Debt Service Amount for the Payment Date at the end of such Interest
     Period,

          (q) the Debt Service Coverage Ratio as of the end of any fiscal
     quarter of VCP shall be less than 1.30 (it being understood that such ratio
     shall not be calculated until the delivery of the financial statements
     referred to in Section 8.4, but that any related Event of Default shall be
     considered to have begun as of the last day of the relevant fiscal
     quarter),

          (r) the Net Debt to EBITDA Ratio as of the end of any Fiscal Semester
     of VCP shall exceed 3.00 (it being understood that such ratio shall not be
     calculated until the delivery of the financial statements referred to in
     Section 8.4, but that any related Event of Default shall be considered to
     have begun as of the last day of the relevant Fiscal Semester), or

          (s) the Total Debt to Total Capitalization Ratio as of the end of any
     Fiscal Semester of VCP shall exceed 0.70 (it being understood that such
     ratio shall not be calculated until the delivery of the financial
     statements referred to in Section 8.4, but that any related Event of
     Default shall be considered to have begun as of the last day of the
     relevant Fiscal Semester).

If an Event of Default exists, then the Administrative Agent shall, upon the
request of the Majority Lenders: (A) by notice to Newark, each Newark
Subsidiary, VCP Exportadora and VCP, declare: (1) the Commitments to be
terminated forthwith, whereupon the Commitments shall forthwith terminate, or
(2) the principal amount then outstanding of, and the accrued interest on, the
Loans and all other amounts payable by Newark 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 Newark, each Newark Subsidiary, VCP Exportadora and
VCP; provided that in the case of an Event of Default of the kind referred to in
clause (c)(ii), (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 any Person, and/or
(B) subject to the Security Agreement, instruct the Collateral Agent and/or the
Administrative Agent to liquidate the Collateral and apply the proceeds thereof
(except any such proceeds allocated to the Other Facility) to the payment of
amounts owing under the Loan Documents, and/or (C) instruct the Collateral Agent
to request any or both of the Stand-by Exporters to sell Products to Newark
pursuant to the applicable Export Agreement(s) in the manner described in
Section 8.13(e).

                                                             Credit Agreement 55

<PAGE>

                                   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 with such powers as are specifically
delegated to such Agent by the terms of this Agreement and (as applicable) the
other Loan Documents, together with such other powers as are reasonably
incidental thereto. Each Agent (which term as used in this sentence, in Section
10.5 and in the first sentence of Section 10.6 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 and shall not by reason of this Agreement
     or any other Loan Document be a trustee or fiduciary for any Secured Party,

          (ii) shall not be responsible to the Secured 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
     Collateral 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) except as expressly provided in the Loan Documents, shall not be
     required to initiate or conduct any litigation or collection proceedings
     under any Loan Document, and

          (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.

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.

     (b) Before either Agent acts or refrains from acting, it may require an
officer's certificate of any Obligor and/or an opinion of counsel satisfactory
to such Agent with respect to the proposed action or inaction. Neither 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 either 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, 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.

                                                             Credit Agreement 56

<PAGE>

     (c) The Arranger shall not have any liability or responsibility whatsoever
under the Loan Documents.

     (d) Any Person: (i) into which either Agent may be merged or consolidated
or (ii) that may result from any merger, conversion or consolidation to which
either 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 e-mail, telephone or 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 Agent. As to any matters not expressly provided for in
the Loan Documents, each Agent shall in all cases be fully protected in acting,
or in refraining from acting, thereunder in accordance with instructions given
by the Majority Lenders, and such instructions of the Majority Lenders and any
action taken or failure to act pursuant thereto shall be binding upon all of the
Lenders and other Secured Parties.

     Section 10.3 Defaults. Neither Agent shall be deemed to have knowledge or
notice of the occurrence of a Default (with respect to the Administrative Agent,
other than a failure to make a payment of principal of or interest on the Loans)
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 either
Agent receives such a notice, then it shall give prompt notice thereof to the
Lenders and the other Agent. Each Agent shall (subject to Section 10.7) take
such action with respect to any such Default as shall be directed by the
Majority Lenders; provided that unless and until an 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 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 or all
of the Lenders.

     Section 10.4 Rights as a Lender. With respect to any Commitment and Loan
made by it, each of ABN AMRO and The Bank of New York (and any successor 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 it were not
acting as an Agent, and the term "Lender" shall, unless the context otherwise
indicates, include each Agent in its individual capacity. ABN AMRO and The Bank
of New York (and any successor acting as an Agent) and their respective
Affiliates may (without having to account therefore 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 Buyer,
any Eligible Financial Institution and any Affiliate of any thereof as if it
were not acting as an Agent, and ABN AMRO and The Bank of New York (and any such
successor) and their respective 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 13.3, but without limiting the
obligations of Newark and the

                                                             Credit Agreement 57

<PAGE>

Newark Subsidiaries under Section 13.3) 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), 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 in any way relating to or arising out of this
Agreement or any other documents contemplated by or referred to herein or the
transactions contemplated hereby (including the costs and expenses that Newark
and the Newark Subsidiaries are obligated to pay under Section 13.3, but
excluding, other than additional administrative costs and expenses resulting
from a Default, normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement 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 either Agent for any punitive or consequential
damages in connection with any of the Loan Documents. The obligations of the
Lenders under this Section 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 either Agent, the
Arranger 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 enter into this Agreement and that it will, independently and
without reliance upon either Agent, the Arranger 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. Neither 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 an Agent under the Loan
Documents, neither Agent shall have any 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, 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 either Agent to take any action
that it reasonably believes to be contrary to Applicable Law 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
if it shall have reasonable grounds to believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

     Section 10.8 Resignation or Removal of the Agents. (a) Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative

                                                             Credit Agreement 58

<PAGE>

Agent may resign at any time by giving notice thereof to the Lenders, Newark,
each Newark Subsidiary, VCP Exportadora and VCP, and the Administrative Agent
may be removed at any time with or without cause by the Majority Lenders. Upon
any such resignation or removal, the Majority Lenders (if no Default then
exists, with the consent of VCP, which consent shall not be unreasonably
withheld or delayed) shall have the right to appoint a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed and
shall have accepted such appointment within 30 days after the existing
Administrative Agent's giving of notice of resignation or the Majority Lenders'
election to remove the existing Administrative Agent, then the existing
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a bank that has a combined capital and
surplus of at least $500,000,000 (or its equivalent in any other currency). Upon
the acceptance of any appointment as the Administrative Agent hereunder by a
successor, such successor shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the existing Administrative Agent,
and the existing Administrative Agent shall be discharged from its duties and
obligations hereunder. After any Administrative 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 the Administrative Agent.

     (b) The Collateral Agent may resign or be removed in the manner provided in
the Security Agreement.


                                   ARTICLE XI
           VCP EXPORTADORA'S GUARANTY OF NEWARK AND NEWARK'S GUARANTY
                           OF THE NEWARK SUBSIDIARIES

     Section 11.1 Guaranty. (a) For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged: (i) Newark hereby
unconditionally Guarantees the full and punctual payment (whether at stated
maturity, upon acceleration or otherwise) of the payment obligations of the
Newark Subsidiaries under the Loan Documents and (ii) VCP Exportadora hereby
unconditionally Guarantees the full and punctual payment (whether at stated
maturity, upon acceleration or otherwise) of the payment obligations of Newark
under the Loan Documents (including its Guaranty obligations under clause (i)),
in each case 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 guaranty of payment and not merely of collection.

     (b) All payments made by VCP Exportadora or Newark under this Article shall
be payable in the manner required for payments by the Newark Subsidiaries
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 in Dollars.

     Section 11.2 Guaranty Unconditional. The obligations of VCP Exportadora and
Newark under this Article shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:

                                                             Credit Agreement 59

<PAGE>

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

          (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
     Collateral,

          (d) any change in the corporate existence, structure or ownership of
     the Newark Subsidiaries or any other Person, or any event of the type
     described in Section 9.1(e), (f) or (g) with respect to any Person,

          (e) the existence of any claim, set-off or other rights that VCP
     Exportadora or Newark may have at any time against the Newark Subsidiaries,
     either Agent, any other Secured Party or any other Person, whether in
     connection herewith or with any unrelated transactions,

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

          (g) any other act or omission to act or delay of any kind by any
     Obligor, either Agent, any other Secured 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
     the Newark Subsidiaries under the Loan Documents.

     Section 11.3 Discharge Only upon Payment in Full; Reinstatement In Certain
Circumstances. VCP Exportadora's and Newark's obligations hereunder shall remain
in full force and effect until all of the Newark Subsidiaries' payment
obligations 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, concordata, falencia or similar event of the Newark Subsidiaries
or any other Person or otherwise, then VCP Exportadora's and Newark's
obligations 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 by VCP Exportadora and Newark. Each of VCP Exportadora
and Newark hereby irrevocably and unconditionally waives, to the fullest extent
permitted by Applicable Law: (a) notice of acceptance of the Guaranty provided
in this Article and notice of any liability to which this Guaranty may apply,
(b) all notices that may be required by Applicable Law or otherwise to preserve
intact any rights of any Secured Party against any Obligor, including any
demand, presentment, protest, proof of notice of non-payment, notice of any
failure on the part of any Obligor 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 any Obligor) except any of the foregoing as may be expressly
required hereunder, (c) any right to the enforcement, assertion

                                                             Credit Agreement 60

<PAGE>

or exercise by any Secured Party of any right, power, privilege or remedy
conferred upon such Person under the Loan Documents or otherwise, (d) any
requirement that any Secured 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 Collateral or against any
Obligor or any other Person under or in respect of any Loan Document or
otherwise, or protect, secure, perfect or ensure any Lien on any Collateral, and
(e) with respect to VCP Exportadora, the benefit of Articles 1006, 1491, 1493,
1494, 1498, 1499, 1500, 1502, 1503 and 1504 of the Brazilian Civil Code, Article
595 of the Brazilian Civil Procedure Code and Articles 261 and 262 of the
Brazilian Commercial Code.

     Section 11.5 Subrogation. Upon VCP Exportadora's or Newark's making payment
under this Article, it shall be subrogated to the rights of the payee against
Newark or the Newark Subsidiaries, as applicable, with respect to such
obligation; provided that neither VCP Exportadora nor Newark shall enforce any
payment by way of subrogation, indemnity or otherwise, or exercise any other
right, against Newark or the Newark Subsidiaries (or otherwise benefit from any
payment or other transfer arising from any such right) so long as any payment
obligations (other than on-going but not yet incurred indemnity obligations) of
the Newark Subsidiaries remain unpaid and/or unsatisfied and/or any Commitments
remain outstanding 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), (f) or (g), then all such amounts otherwise subject
to acceleration under this Agreement shall nonetheless be payable by VCP
Exportadora and Newark hereunder forthwith upon demand by the Administrative
Agent.

                                  ARTICLE XII
                        VCP'S GUARANTY OF VCP EXPORTADORA

     Section 12.1 Guaranty. (a) For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, VCP hereby, as primary obligor
and not merely as surety, unconditionally Guaranties the full and punctual
payment (whether at stated maturity, upon acceleration or otherwise) of the
payment obligations (howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to become
due) of VCP Exportadora under the Loan Documents (including under Article XI).
This is a guaranty of payment and not merely of collection.

     (b) All payments made by VCP under this Article shall be payable in the
manner required for payments by the Newark Subsidiaries 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 in Dollars.

     Section 12.2 Guaranty Unconditional. The obligations of VCP under this
Article shall be unconditional and absolute and, without limiting the generality
of the foregoing, shall not be released, discharged or otherwise affected by:


                                                             Credit Agreement 61

<PAGE>

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

           (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
     Collateral,

           (d) any change in the corporate existence, structure or ownership of
     VCP Exportadora or any other Person, or any event of the type described in
     Section 9.1(e), (f) or (g) with respect to any Person,

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

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

           (g) any other act or omission to act or delay of any kind by any
     Obligor, either Agent, any other Secured 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
     VCP Exportadora under the Loan Documents.

     Section 12.3 Discharge Only upon Payment in Full; Reinstatement In Certain
Circumstances. VCP's obligations hereunder shall remain in full force and effect
until all of VCP Exportadora's payment obligations 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, concordata, falencia or similar
event of VCP Exportadora or any other Person or otherwise, then VCP's
obligations 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 12.4 Waiver by VCP. VCP hereby irrevocably and unconditionally
waives, to the fullest extent permitted by Applicable Law: (a) notice of
acceptance of the Guaranty provided in this Article and notice of any liability
to which this Guaranty may apply, (b) all notices that may be required by
Applicable Law or otherwise to preserve intact any rights of any Secured Party
against any Obligor, including any demand, presentment, protest, proof of notice
of non-payment, notice of any failure on the part of any Obligor 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 any Obligor) except any of the
foregoing as may be expressly required hereunder, (c) any right to the
enforcement, assertion or exercise by any Secured Party of any right, power,
privilege or remedy conferred upon such Person under the Loan Documents or
otherwise, (d) any requirement that any Secured Party exhaust any right, power,
privilege or remedy, or mitigate any damages


                                                             Credit Agreement 62

<PAGE>

resulting from a default, under any Loan Document, or proceed to take any action
against any Collateral or against any Obligor or any other Person under or in
respect of any Loan Document or otherwise, or protect, secure, perfect or ensure
any Lien on any Collateral, and (e) the benefit of Articles 1006, 1491, 1493,
1494, 1498, 1499, 1500, 1502, 1503 and 1504 of the Brazilian Civil Code and
Article 595 of the Brazilian Civil Procedure Code and Articles 261 and 262 of
the Brazilian Commercial Code.

     Section 12.5 Subrogation. Upon VCP's making payment under this Article, it
shall be subrogated to the rights of the payee against VCP Exportadora with
respect to such obligation; provided that VCP shall not enforce any payment by
way of subrogation, indemnity or otherwise, or exercise any other right, against
VCP Exportadora, Newark or the Newark Subsidiaries (or otherwise benefit from
any payment or other transfer arising from any such right) so long as any
payment obligations (other than on-going but not yet incurred indemnity
obligations) of VCP Exportadora, Newark or the Newark Subsidiaries remain unpaid
and/or unsatisfied and/or any Commitments remain outstanding under the Loan
Documents.

     Section 12.6 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), (f) or (g), then all such amounts otherwise subject
to acceleration under this Agreement shall nonetheless be payable by VCP
hereunder forthwith upon demand by the Administrative Agent.


                                  ARTICLE XIII
                                  MISCELLANEOUS

     Section 13.1 Waiver. No failure on the part of either 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 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 13.2 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 the intended recipient as follows:

           (a) if to Newark, to it at Alameda Santos 1357, 8o andar, Sao
     Paulo - SP, Brazil 01419-908, Attention of Miguel Longo Junior (Facsimile
     No.: (5511) 3269-4066; Telephone No.: (5511) 3269-4165),

           (b) if to VCP Trading N.V., to it at Alameda Santos 1357, 8o andar,
     Sao Paulo - SP, Brazil 01419-908, Attention of Miguel Longo Junior
     (Facsimile No.: (5511) 3269-4066; Telephone No.: (5511) 3269-4165),


                                                             Credit Agreement 63

<PAGE>

           (c) if to VCP North America Inc., to it at Alameda Santos 1357, 8o
     andar, Sao Paulo - SP, Brazil 01419-908, Attention of Miguel Longo Junior
     (Facsimile No.: (5511) 3269-4066; Telephone No.: (5511) 3269-4165),

           (d) if to VCP Exportadora, to it at Alameda Santos 1357, 8o andar,
     Sao Paulo - SP, Brazil 01419-908, Attention of Miguel Longo Junior
     (Facsimile No.: (5511) 3269-4066; Telephone No.: (5511) 3269-4165),

           (e) if to VCP, to it at Alameda Santos 1357, 8o andar, Sao Paulo -
     SP, Brazil 01419-908, Attention of Miguel Longo Junior (Facsimile No.:
     (5511) 3269-4066; Telephone No.: (5511) 3269-4165),

           (f) if to the Administrative Agent, to it at 208 South LaSalle
     Street, Chicago, Illinois 60604-1003, Attention of Judith Kinney (Facsimile
     No: (312) 601-3610; Telephone No.: (312) 992-5098),

           (g) if to the Collateral Agent, to it at 15 Broad Street, 26th,
     New York, New York 10005, Attention of Patricia Phillips, Global Finance
     Unit (Facsimile No.: (212) 235-2530; Telephone No.: (212) 235-2402), and

           (h) if to a Lender, to it at its address (or facsimile number) set
     forth in its Administrative Questionnaire or otherwise notified to 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
(or, in the case of any such change by a Lender, by notice to Newark and 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 Newark, the Newark Subsidiaries, VCP Exportadora and VCP.
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 Newark,
a Newark Subsidiary, VCP Exportadora and/or VCP to give any such notice and the
Agents and Lenders shall not have any liability to Newark, the Newark
Subsidiaries, VCP Exportadora, VCP 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.

     Section 13.3 Expenses; Indemnity. (a) Whether or not the transactions
contemplated hereby are consummated, the Newark Subsidiaries agree, jointly and
severally, to pay or reimburse: (i) the Administrative Agent for all of its
reasonable and documented out-of-pocket costs and expenses (including the
reasonable fees and expenses of Mayer, Brown, Rowe & Maw, special U.S. counsel
to the Administrative Agent, and Machado, Meyer, Sendacz e Opice, special
Brazilian counsel to the Administrative Agent, and printing, reproduction,
document delivery, communication and travel costs) in connection with: (A) the
syndication, negotiation, preparation, execution and delivery of this Agreement
and the other Loan Documents and the making of the Loans hereunder and (B) the
negotiation or preparation of any modification,


                                                             Credit Agreement 64

<PAGE>

supplement or waiver of any of the terms of this Agreement and the other Loan
Documents (whether or not consummated) and (ii) the Agents and each of the
Lenders for all of their reasonable out-of-pocket costs and expenses (including
the reasonable fees and expenses of legal counsel) in connection with any
enforcement or collection proceedings resulting from an Event of Default.

     (b) The Newark Subsidiaries hereby agree, jointly and severally, to
indemnify each Secured Party and their respective directors, officers,
employees, attorneys and agents from, and hold each of them harmless against,
any and all losses, liabilities, claims, damages or reasonable expenses incurred
by any of them arising out of or by reason of any investigation, litigation,
arbitration or other proceeding (including any threatened investigation,
litigation, arbitration or other proceeding) relating to the Loan Documents, the
Loans, the Sales Agreements and/or the use or proposed use by Newark or the
Newark Subsidiaries of the proceeds of the Loans, including the reasonable fees
and disbursements of counsel incurred in connection with any such litigation or
other proceedings (but excluding any such losses, liabilities, claims, damages
or expenses incurred 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 Secured Party be
liable to any Person for any punitive or consequential damages in connection
with any of the Loan Documents.

     (c) To the extent that any undertaking in clause (b) may be unenforceable
because it is violative of any Applicable Law or public policy, the Newark
Subsidiaries shall contribute, jointly and severally, 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 Section shall be
secured by the Collateral and shall be immediately due and payable on demand.
All amounts paid and costs incurred by any Secured Party in respect to any
matter payable or indemnifiable under this Section shall, if not so paid or
reimbursed by the Newark Subsidiaries before the date that is ten Business Days
after the date on which the Newark Subsidiaries were requested to make such
payment, be an Event of Default and bear interest from the date of such request
at the Default Rate.

     Section 13.4 Amendments, Etc. Except as otherwise expressly provided in
this Agreement, any provision of this Agreement and (except as specifically
provided therein) any other Loan Document may be modified or supplemented only
in a writing signed by the applicable Obligor(s) and, in any such case, the
Majority Lenders (or the applicable Agent upon the instruction of the Majority
Lenders), and any provision of this Agreement and (except as specifically
provided therein) any other Loan Document may be waived by the Majority Lenders;
provided that: (a) no modification, supplement or waiver shall, unless by an
instrument signed by all of the Lenders: (i) increase, extend the term of or
reinstate the Commitments, (ii) extend the date fixed for the payment of
principal of or interest on any Loan or any fee payable to the Lenders under the
Loan Documents, (iii) reduce the amount of any payment of principal, (iv) reduce
the rate at which interest is payable thereon or any fee is payable to the
Lenders under the Loan Documents, (v) alter the terms of this Section, (vi)
release all or any material portion of the Collateral (except as expressly
otherwise provided in the Loan Documents); it being understood that sharing the
Collateral in the manner described in the Security Agreement does


                                                             Credit Agreement 65

<PAGE>

not require any such consent of the Lenders except to the extent set forth
therein, (vii) except as provided in Section 13.5(b), release any of VCP
Exportadora, VCP or Newark from its Guaranty hereunder or from VCP's obligations
under Section 8.13(d), (viii) release any Stand-by Exporter from its obligations
under the applicable Export Agreement or any other Person from its supply
agreement or other credit enhancement provided pursuant to Section 8.6(c)(ii),
(ix) modify the definition of the term "Majority Lenders" or modify in any other
manner the number or percentage of the Lenders required to make any
determinations or waive any rights under the Loan Documents or to modify any
provision thereof or (x) alter the terms of Section 13.7, (b) 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, (c) any
modifications, supplements or waivers of the Agents' 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 (d) without the consent of any Lenders, amendments may be made to
any Loan Document to add any representations, covenants, other obligations or
defaults of any Obligor thereunder unless such additional provision could
reasonably be expected to have a Material Adverse Effect.

     Neither Newark, either Newark Subsidiary, VCP Exportadora nor VCP (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 13.5 Successors and Assigns. (a) This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, except that (except as set forth in Section
8.12 and clauses (b) through (d) below) neither Newark, either Newark
Subsidiary, VCP Exportadora nor VCP may assign or transfer any of its rights or
obligations under this Agreement or any other Loan Document without the prior
written consent of each Lender (any attempt to do so being null and void ab
initio).

     (b) Each of Newark and the Newark Subsidiaries may at any time assign all
(but not less than all) of its rights and obligations under the Loans and under
the Loan Documents to another Person so long as: (i) such Person assumes all of
the rights and obligations of Newark and/or the Newark Subsidiaries under the
Loans and under the Loan Documents, which assumption shall be made in a document
in form and substance reasonably satisfactory to the Majority Lenders, (ii) such
Person acquires from Newark and/or the Newark Subsidiaries all of its rights in,
to and under all of its Products and Receivables and all of its rights and
obligations in, to and under all Sales Agreements and contracts with VCP (or any
of its Subsidiaries) for the purchase by Newark of Products therefrom, (iii)
such Person is a single-purpose vehicle that is created solely for the purpose
of incurring the Loans and Debt under the Other Facility (and, so long as such
entities are also single-purpose vehicles related to the sale of products to
customers, for the purpose of the ownership of the Newark Subsidiaries) and
entering into transactions related thereto, (iv) such Person is either: (A) a
direct wholly-owned Subsidiary of VCP Exportadora, in which event the Guaranty
by VCP Exportadora under Article XI shall continue (or, in form and substance
reasonably satisfactory to the Majority Lenders, be replaced by a Guaranty of
VCP Exportadora) with respect to such Person's obligations under the Loans and
under the Loan


                                                             Credit Agreement 66

<PAGE>

documents, (B) a direct wholly-owned Subsidiary of VCP, in which event the
Guaranty by VCP Exportadora under Article XI, and its other obligations
hereunder, shall terminate and the Guaranty by VCP under Article XII shall
convert to (or, in form and substance reasonably satisfactory to the Majority
Lenders, be replaced by) a Guaranty of the obligations of such Person under the
Loans and the Loan Documents, or (C) an indirect wholly-owned Subsidiary of VCP
(in which event there shall be a chain of Guaranties from VCP and each
intermediary Person in form and substance satisfactory to the Majority Lenders),
(v) each Stand-by Exporter shall have agreed to the assignment by Newark to such
new Person of Newark's rights and obligations in, to and under the applicable
Export Agreement, (vi) all necessary Governmental Approvals shall have been
obtained and be in full force and effect, (vii) the Agents shall have received
all other documents (and evidence of the occurrence of all other events) as the
Agents consider necessary in connection with such assignment and assumption and
(viii) the Agents shall have received, in form and substance satisfactory to
them and the Majority Lenders, opinions of counsel with respect to each of the
matters addressed above and such other matters as the Agents or the Majority
Lenders consider relevant.

     (c) Without prejudice to the Obligors' rights under clause (a), the Newark
Subsidiaries may at any time assign their rights and obligations as a borrower
hereunder to Newark, and Newark may at any time assign its rights and
obligations as a guarantor hereunder to the Newark Subsidiaries (jointly and
severally), in each case so long as: (i) such assignee Person assumes all of the
rights and obligations of such assignor Person under the Loans and under the
Loan Documents, which assumption shall be made in a document in form and
substance reasonably satisfactory to the Majority Lenders, (ii) all necessary
Governmental Approvals shall have been obtained and be in full force and effect,
(iii) the Agents shall have received all other documents (and evidence of the
occurrence of all other events) as the Agents consider necessary in connection
with such assignment and assumption and (iv) the Agents shall have received, in
form and substance satisfactory to them and the Majority Lenders, opinions of
counsel with respect to each of the matters addressed above and such other
matters as the Agents or the Majority Lenders consider relevant.

     (d) In connection with any such assignment and assumption under clause (b)
or (c), the Administrative Agent shall cause this Agreement, the Security
Agreement and the other Loan Documents to be amended and restated to the extent
applicable to reflect such assignment and assumption, a copy of each of which
amended and restated Loan Documents shall be delivered by the Administrative
Agent to VCP, VCP Exportadora (if applicable), each Newark Subsidiary, each
Lender and the new borrower hereunder promptly after being available (and, in
any event, no later than 15 Business Days after such assignment and assumption).
Promptly after its receipt thereof, each party to such amended and restated Loan
Documents shall deliver to the Administrative Agent an original executed copy of
its signature page(s) thereon (it being understood that the failure of any such
party to do so shall not affect the effectiveness of such amended and restated
Loan Documents) and such new borrower shall promptly (and, in any event, within
five Business Days of such assignment and assumption) deliver to the
Administrative Agent new Notes for each Lender hereunder, each duly executed by
the new borrower and all guarantors thereof.

     Section 13.6 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


                                                             Credit Agreement 67

<PAGE>

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 13.7 Assignments and Participations. (a) Each Lender may, in
accordance with Applicable Law, with the prior written consent of the
Administrative Agent (which consent shall not be unreasonably withheld), assign
its Loan(s), its Commitment or any portion thereof to any other Person; provided
that:

           (i)   no such consent shall be required in the case of any assignment
     to another Lender or by a Lender to an Affiliate thereof,

           (ii)  any such partial assignment (other than to another Lender)
     shall be in an amount at least equal to $1,000,000 or an integral multiple
     of $500,000 in excess thereof (or, if less, all of such Lender's remaining
     Loans or Commitment hereunder),

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

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

           (v)   each such assignment shall be to an Eligible Assignee unless
Newark has consented to such assignment.

Upon the effective date of the assignment to be effected by an Assignment
Agreement and register thereof pursuant to clause (b), the assignee shall have,
to the extent of such assignment, the obligations, rights and benefits of a
Lender hereunder holding the Commitment or Loan(s) (or portion thereof) assigned
to it and specified in such Assignment Agreement (in addition to the Commitment
or Loans, 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 $3,000, the Administrative Agent shall: (A) promptly accept such
Assignment Agreement and (B) on the effective date determined pursuant thereto
record the information contained therein in the Register and give notice of such
acceptance and recordation to the assigning Lender, its assignee and Newark.
Notwithstanding anything to the contrary contained herein, the Newark
Subsidiaries shall not be obligated to pay to any Lender any amount under
Section 4.1, 4.3, 4.4 or 4.5 that is greater than the amount that the Newark
Subsidiaries 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 such assignment is made: (1) at a time when the circumstances
giving rise to such greater payments did not exist or (2) with the consent of
Newark. Notwithstanding the foregoing, no such assignment shall be allowed if
the assignor thereof (if it is assigning less than all of its Loan


                                                             Credit Agreement 68

<PAGE>

or Commitments) would, after such assignment, have less than $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.

     (b) The Administrative Agent shall maintain at its address referred to in
Section 13.2 a copy of each Assignment Agreement delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the principal amounts of the Commitments of, or Loans owing to, each Lender
from time to time. The parties hereto shall treat each Person whose name is
recorded in the Register as the owner of a Loan or other obligations hereunder
as the owner thereof for all purposes of this Agreement and the other Loan
Documents, notwithstanding any notice to the contrary. Any assignment of any
Loan or other obligation hereunder shall be effective only upon appropriate
entries with respect thereto being made in the Register. The Register shall be
available for inspection by the parties hereto at any reasonable time (in each
case during the normal business hours of the Administrative Agent) and from time
to time upon reasonable prior notice.

     (c) A Lender may, in accordance with Applicable Law, sell or agree to sell
to one or more other Persons (each a "Participant") a participation in all or
any part of the Loans held by it, or in its Commitment; 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 Loan held by it, or its Commitment, shall be determined as if such Lender
had not sold or agreed to sell any participations in such Loan or Commitment and
as if such Lender were funding such Loan or Commitment in the same way that it
is funding the portion of such Loan or Commitment in which no participations
have been sold (or if all of its Loan or Commitment has been so participated, in
the same way that it was funding such Loan 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
Lenders hereunder.

     (d) 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 Loan or Note 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.

     (e) 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


                                                             Credit Agreement 69

<PAGE>

Confidential Information relating to the Obligors received by it from such
Lender on the terms set forth in Section 13.20.

     Section 13.8 Survival. The obligations of the Newark Subsidiaries under
Sections 4.1, 4.4, 4.5 and 13.3, and the obligations of the Lenders under
Section 10.5, shall survive the repayment of the Loans and the termination of
the Commitments and, in the case of any Lender that may assign any interest in
its Commitment or Loan hereunder, shall survive the making of such assignment,
notwithstanding that such assigning Lender may cease to be a "Lender" hereunder;
provided that any Lender's obligations under Section 10.5 shall only apply to
the extent that the event with respect to which any indemnification is payable
thereunder occurred at the time that such Lender maintained a Loan or Commitment
hereunder. In addition, each representation and warranty made, or deemed to be
made by a notice of any Loan, herein or pursuant hereto shall survive the making
of such representation and warranty.

     Section 13.9 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 13.10 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. A set of the copies of this Agreement signed by all the
parties hereto shall be retained by the Newark Subsidiaries and each of the
Agents.

     Section 13.11 Governing Law. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF NEW YORK (NOT INCLUDING SUCH
STATE'S CONFLICT OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED THAT THE SECURED PARTIES SHALL RETAIN ALL
RIGHTS ARISING UNDER THE FEDERAL LAW OF THE UNITED STATES OF AMERICA.

     Section 13.12 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 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 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 AND THE OTHER LOAN DOCUMENTS. EACH OF NEWARK,
EACH NEWARK SUBSIDIARY, VCP EXPORTADORA AND VCP IRREVOCABLY CONSENTS TO THE
APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS
(WITH RESPECT TO ALL OF THE LOAN


                                                             Credit Agreement 70

<PAGE>

DOCUMENTS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY) IN NEW YORK,
NEW YORK.

     (b) Each of Newark, each Newark Subsidiary, VCP Exportadora and VCP hereby
irrevocably appoints CT Corporation System (the "Process Agent"), with an office
on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011,
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 Newark, either Newark Subsidiary,
VCP Exportadora or VCP (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 Newark, each
Newark Subsidiary, VCP Exportadora and VCP 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. The foregoing provisions constitute, among
other things, a special arrangement for service among the parties to this
Agreement for the purposes of 28 U.S.C. (S)1608.

     (c) Nothing herein shall in any way be deemed to limit the ability of any
Person to serve any process or summons in any manner permitted by Applicable Law
or to obtain jurisdiction over any other Person 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 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 of Newark, each Newark Subsidiary, VCP Exportadora and VCP
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
Newark, either Newark Subsidiary, VCP Exportadora and/or VCP 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 of Newark, VCP
Exportadora and VCP shall take all measures necessary for any such action or
proceeding

                                                             Credit Agreement 71

<PAGE>

commenced against it to proceed to judgment before the entry of judgment in any
such action or proceeding commenced by Newark, either Newark Subsidiary, VCP
Exportadora and/or VCP.

     Section 13.13 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 13.14 Waiver of Immunity. To the extent that either Newark, either
Newark Subsidiary, VCP Exportadora or VCP 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 13.15 Judgment Currency. This is an international loan transaction
in which the specification of Dollars and payment in New York City is of the
essence, and the obligations of Newark, the Newark Subsidiaries, VCP Exportadora
and VCP under this Agreement and the other Loan Documents to each Secured Party
to make payment in 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 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 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
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 Newark,
the Newark Subsidiaries, VCP Exportadora and VCP 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

                                                             Credit Agreement 72

<PAGE>

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 Dollars to New York City with the amount of the judgment currency
so adjudged to be due; and each of Newark, each Newark Subsidiary, VCP
Exportadora and VCP 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 Dollars, the amount (if any) by which the sum
originally due to such Entitled Person in Dollars hereunder exceeds the amount
of the Dollars so purchased and transferred.

     Section 13.16 Use of English Language. This Agreement has been negotiated
and executed in the English language. Except as provided in Section 6.1(d): (a)
all certificates, reports, notices and other documents and communications given
or delivered pursuant to this Agreement and the other Loan Documents (including
any modifications or supplements hereto or thereto) 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 (absent manifest error) control the meaning of the matters set forth
therein.

     Section 13.17 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 13.18 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 13.19 No Fiduciary Relationship or Partnership. Each of Newark,
each Newark Subsidiary, VCP Exportadora and VCP acknowledges that neither any
Agent nor any other Secured Party has any fiduciary relationship with, or
fiduciary duty to, any Obligor arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the
Administrative Agent and the other Secured Parties, on the one hand, and the
Obligors, on the other, in connection herewith or therewith is solely that of
debtor and creditor. This Agreement does not create a joint venture among the
parties.

     The parties hereto intend that the relationship among them shall be solely
that of creditor and debtor. Nothing contained in this Agreement or 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. No Secured Party shall in any way be responsible or
liable for the debts, losses, obligations or duties of any of the Obligors or
any other Person other than itself.

     Section 13.20 Confidentiality. Each Lender and Agent agrees to hold all
Confidential Information obtained pursuant to the Loan Documents in accordance
with its customary procedure for handling such information of this nature and in
accordance with safe and sound

                                                             Credit Agreement 73

<PAGE>

banking practices; provided that nothing herein shall prevent any Lender from
disclosing such information: (a) to any other Lender or Agent, (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 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's or Agent's possession free of any obligation of
confidence at the time of its receipt of 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 any Obligor as no longer to
be considered "Confidential Information" and (j) subject to provisions
substantially similar to those contained in this Section, to any actual or
proposed participant or assignee; provided that, in the case of a disclosure of
the type referred to in clauses (b), (c) and (e), such Lender or Agent shall
promptly notify Newark, either Newark Subsidiary, VCP Exportadora or VCP (as
applicable) of such intended disclosure so that Newark, such Newark Subsidiary,
VCP Exportadora and/or VCP may take appropriate action to protect their
respective interests.

     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, employees or
professional advisors retained in connection with the transaction contemplated
hereby, 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 ABN AMRO.

     Section 13.21 Payments Set Aside. If any Obligor (or any Person on its
behalf) makes a payment to any Secured Party, or any Secured 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 by such
Secured Party in its discretion) to be repaid to such Obligor (or such Person),
a trustee, sindico, 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 Secured Party) received any such
amounts upon demand its pro rata share of any amount so recovered from or repaid
by such Agent.

     Section 13.22 No Petition Covenant. Notwithstanding any prior termination
of this Agreement, none of the Secured Parties, Newark, either Newark
Subsidiary, VCP Exportadora or VCP shall, before the date that is one year and
one day after all of Newark's obligations under the Loan Documents (other than
the Export Agreements) and the Other Facility shall have been paid in full,
acquiesce, petition or otherwise invoke or cause Newark and/or either Newark
Subsidiary to invoke the process of any court or other Governmental Authority
for the purpose of commencing or sustaining a case against Newark and/or either
Newark Subsidiary under any

                                                             Credit Agreement 74

<PAGE>

bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of Newark,
any Newark Subsidiary or any part of their respective Property, or ordering the
winding up or liquidation of the affairs of Newark and/or any Newark Subsidiary;
provided that the Secured Parties may do so if the Other Agent has done so.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                                             Credit Agreement 75

<PAGE>

         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.

                                NEWARK FINANCIAL INC.


                                By:
                                   ---------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------


                                VCP EXPORTADORA E PARTICIPACOES S.A.


                                By:
                                   ---------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------


                                VOTORANTIM CELULOSE E PAPEL S.A.


                                By:
                                   ---------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------


                                Witnesses:     1._______________________________

                                               2._______________________________

(the above witnesses having witnessed the signature hereon by each of the
signatories above).

                                                             Credit Agreement 76

<PAGE>

                                 VCP TRADING N.V.


                                 By:
                                    --------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------


                                 VCP NORTH AMERICA INC.


                                 By:
                                    --------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------


                                 Witnesses:        1.___________________________

                                                   2.___________________________

(the above witnesses having witnessed the signature hereon by each of the
signatories above).

                                                             Credit Agreement 77

<PAGE>

                                    LENDERS

                                    ABN AMRO BANK N.V.


                                    By:
                                       -----------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------


                                    By:
                                       -----------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------

STATE OF  _______________  )
                           )
COUNTY OF                  )


         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of ABN AMRO BANK N.V., the financial institution described in and
that executed the foregoing instrument, and that he/she signed his/her name
thereto under authority of the board of directors, or its equivalent, of said
corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                                 ------------------------------
                                                 NOTARY PUBLIC in and for
                                                 The State of _________.
                                                 My Commission expires: _______


                                                             Credit Agreement 78

<PAGE>

                                  BRAZILIAN AMERICAN MERCHANT BANK


                                  By:
                                      ------------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                  By:
                                     -------------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                                             Credit Agreement 79

<PAGE>

                                             BANCO ESPIRITO SANTO SA,
                                             NASSAU BRANCH


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------

STATE OF                       )
         --------------------- )
COUNTY OF                      )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of BANCO ESPIRITO SANTO SA, NASSAU BRANCH, the financial
institution described in and that executed the foregoing instrument, and that
he/she signed his/her name thereto under authority of the board of directors, or
its equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                            ------------------------------
                                               NOTARY PUBLIC in and for
                                               The State of _________.
                                               My Commission expires: _______


                                                             Credit Agreement 80

<PAGE>

                                             BIE - BANK & TRUST, LIMITED


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


STATE OF                    )
         ------------------ )
COUNTY OF                   )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of BIE - BANK & TRUST, LIMITED, the financial institution
described in and that executed the foregoing instrument, and that he/she signed
his/her name thereto under authority of the board of directors, or its
equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               -------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______



                                                             Credit Agreement 81

<PAGE>

                                             THE BANK OF TOKYO-MITSUBISHI, LTD.


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


STATE OF                     )
         ------------------- )
COUNTY OF                    )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of THE BANK OF TOKYO-MITSUBISHI, LTD., the financial institution
described in and that executed the foregoing instrument, and that he/she signed
his/her name thereto under authority of the board of directors, or its
equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               --------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______



                                                             Credit Agreement 82

<PAGE>

                                             BNP PARIBAS NEW YORK


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


STATE OF                       )
         --------------------- )
COUNTY OF                      )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of BNP PARIBAS NEW YORK, the financial institution described in
and that executed the foregoing instrument, and that he/she signed his/her name
thereto under authority of the board of directors, or its equivalent, of said
corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               -------------------------------

                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______


                                                             Credit Agreement 83

<PAGE>

                                             COMERICA BANK


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


STATE OF                         )
         ----------------------- )
COUNTY OF                        )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of COMERICA BANK, the financial institution described in and that
executed the foregoing instrument, and that he/she signed his/her name thereto
under authority of the board of directors, or its equivalent, of said
corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               -------------------------------

                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______


                                                             Credit Agreement 84

<PAGE>

                                             CREDIT AGRICOLE INDOSUEZ


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------



STATE OF                            )
         -------------------------- )
COUNTY OF                           )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of CREDIT AGRICOLE INDOSUEZ, the financial institution described
in and that executed the foregoing instrument, and that he/she signed his/her
name thereto under authority of the board of directors, or its equivalent, of
said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                                ------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______


                                                             Credit Agreement 85

<PAGE>

                                             ING BANK N.V., CURACAO BRANCH


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------



STATE OF                            )
         -------------------------- )
COUNTY OF                           )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of ING BANK N.V., CURACAO BRANCH, the financial institution
described in and that executed the foregoing instrument, and that he/she signed
his/her name thereto under authority of the board of directors, or its
equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                                ------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______



                                                             Credit Agreement 86

<PAGE>

                                             BANCO LLOYDS TSB S/A - CAYMAN
                                             ISLAND BRANCH


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------



STATE OF                           )
         ------------------------- )
COUNTY OF                          )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of BANCO LLOYDS TSB S/A - CAYMAN ISLAND BRANCH, the financial
institution described in and that executed the foregoing instrument, and that
he/she signed his/her name thereto under authority of the board of directors, or
its equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                                ------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______



                                                             Credit Agreement 87

<PAGE>

                                             BANCO SAFRA S.A. - CAYMAN ISLAND
                                             BRANCH


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


STATE OF                            )
         -------------------------- )
COUNTY OF                           )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of BANCO SAFRA S.A. - CAYMAN ISLAND BRANCH, the financial
institution described in and that executed the foregoing instrument, and that
he/she signed his/her name thereto under authority of the board of directors, or
its equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               -------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______



                                                             Credit Agreement 88

<PAGE>

                                             STANDARD CHARTERED BANK, NEW YORK


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------




STATE OF                             )
         --------------------------- )
COUNTY OF                            )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of STANDARD CHARTERED BANK, NEW YORK, the financial institution
described in and that executed the foregoing instrument, and that he/she signed
his/her name thereto under authority of the board of directors, or its
equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               -------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______



                                                             Credit Agreement 89

<PAGE>

                                             WACHOVIA BANK, NATIONAL ASSOCIATION


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------



STATE OF                            )
         -------------------------- )
COUNTY OF                           )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of ___________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of WACHOVIA BANK, NATIONAL ASSOCIATION, the financial institution
described in and that executed the foregoing instrument, and that he/she signed
his/her name thereto under authority of the board of directors, or its
equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               -------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of _________.
                                                  My Commission expires: _______



                                                             Credit Agreement 90

<PAGE>

                                             AGENTS

                                             ABN AMRO BANK, N.V.
                                              as the Administrative Agent


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------



STATE OF                             )
         --------------------------- )
COUNTY OF                            )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of _____________, duly commissioned and sworn, personally
appeared _________ and _________, to me known, each of whom, being by me duly
sworn, did depose and say that he/she is the ____________ and ___________,
respectively, of ABN AMRO BANK N.V., the financial institution described in and
that executed the foregoing instrument, and that he/she signed his/her name
thereto under authority of the board of directors, or its equivalent, of said
corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               -------------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of ___________.
                                                  My Commission expires: _______



                                                             Credit Agreement 91

<PAGE>

                            THE BANK OF NEW YORK
                             as the Collateral Agent

                            By:
                               -------------------------------------------
                              Name:
                                   ---------------------------------------
                              Title:
                                    --------------------------------------

STATE OF ____________  )
                       )
COUNTY OF              )

         On this ____of May, 2002, before me, the undersigned, a Notary Public
in and for the State of _____________, duly commissioned and sworn, personally
appeared _________, to me known, who, being by me duly sworn, did depose and say
that he/she is the ____________ of THE BANK OF NEW YORK, the financial
institution described in and that executed the foregoing instrument, and that
he/she signed his/her name thereto under authority of the board of directors, or
its equivalent, of said corporation.

         WITNESS my hand and seal hereto affixed the day and year first above
written.

                                                  ----------------------------
                                                  NOTARY PUBLIC in and for
                                                  The State of __________.
                                                  My Commission expires: _______


                                                             Credit Agreement 92

<PAGE>

                                                                         ANNEX I
                                                             to Credit Agreement

                             LENDERS AND COMMITMENTS

LENDERS                                                              COMMITMENT

ABN AMRO Bank N.V.                                                  $98,500,000

Brazilian American Merchant Bank                                     20,000,000

Banco Espirito Santo SA, Nassau Branch                                5,000,000

BIE - Bank & Trust, Limited                                           6,500,000

The Bank of Tokyo-Mitsubishi, Ltd.                                   30,000,000

BNP Paribas New York                                                 45,000,000

Comerica Bank                                                        20,000,000

Credit Agricole Indosuez                                             30,000,000

ING Bank N.V., Curacao Branch                                        25,000,000

Banco Lloyds TSB S/A - Cayman Island Branch                          50,000,000

Banco Safra S.A. - Cayman Island Branch                               5,000,000

Standard Chartered Bank, New York                                    10,000,000

Wachovia Bank, National Association                                  35,000,000


Total                                                              $380,000,000


                                                      Credit Agreement Annex I-1


<PAGE>

                                                                      SCHEDULE I
                                                             to Credit Agreement

                             INITIAL ELIGIBLE BUYERS

NAME                                                         COUNTRY

M-Real Sittingbourne Ltd.(Former UK Paper)                   United Kingdom
Papierfabrik Scheufelen GmbH                                 Germany
Ahlstrom Sibille                                             France
Ahlstrom Dalle                                               France
Fedrigoni Cartiere S.p.A.                                    Italy
Koehler Kehl Gmbh                                            Germany
Kimberly Clark Corp.                                         USA
Marubeni Corporation                                         Japan
Itochu Corporation                                           Japan
Amicell Inc                                                  USA
Cellmark AB                                                  Sweden
Lindenmeyer Munroe-Maine                                     USA
TST Impresso INC                                             USA
Elof Hansson Paper & Board Inc.                              USA
Diamond Paper Corporation                                    USA
J. McNaughton Paper Group Ltd                                England
Antalis S.N.C.                                               France
Allcart S.R.L.                                               Italy
IMPECO, S.L.                                                 Spain
Trent Paper                                                  England
Roxcel Handelsges M.B.H.                                     Austria
Norse Paper A.S.                                             Norway
Premier Paper Group LTD                                      England
MoDoVan Gelder                                               Netherlands


                                                   Credit Agreement Schedule I-1

<PAGE>

                                                                     EXHIBIT A-1
                                                             to Credit Agreement

                                  FORM OF NOTE

U.S.$________________                                      Dated: May [__], 2002
New York, New York

         FOR VALUE RECEIVED, each of VCP TRADING N.V., a corporation duly
organized and validly existing under the laws of the Netherlands Antilles and
VCP NORTH AMERICA INC., a corporation duly organized and validly existing under
the laws of the State of Delaware (collectively, the "Borrowers"), hereby
unconditionally jointly and severally promises to pay to the order of
[__________________] (the "Lender"), or its registered assign under an
Assignment Agreement (as defined in the Credit Agreement referred to below), for
the account of its Applicable Lending Office (as defined in the Credit
Agreement) the principal sum of [_______________] Dollars in immediately
available funds, on the dates and in the principal amounts provided in the
Credit Agreement, together with interest thereon 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 to ABN AMRO Bank N.V., as the
Administrative Agent, in same day funds to the Administrative Agent's account
maintained with ABN AMRO Bank N.V. at 208 South LaSalle Street, Chicago,
Illinois 60604-1003, ABA #026-009-580, Account No. 650001178941, for credit to
ABN AMRO Bank N.V. - CCS, Reference: VCP, Attention: Judith Kinney, or at such
other account as the Administrative Agent may from time to time designate by
notice to each of the Borrowers, 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 shall be binding upon and inure to the benefit of each of the
Borrowers and the Lender and their respective successors and assigns.

         This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement dated as of May ___, 2002 (as from time to
time amended, the "Credit Agreement"), among the Borrowers, VCP Exportadora e
Participacoes S.A., Votorantim Celulose e Papel S.A., Newark Financial, Inc.,
the Lenders party thereto, ABN AMRO Bank N.V. as the Administrative Agent, and
The Bank of New York, as the Collateral Agent. The Credit Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and restricts the transferability of this
Note.

         Each Borrower hereby waives diligence, presentment, demand of payment,
protest or notice in connection with this Note.

                                                    Credit Agreement Exhibit A-1

<PAGE>

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF NEW YORK (NOT INCLUDING SUCH STATE'S CONFLICT OF LAWS PROVISIONS OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW); PROVIDED THAT THE
LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER THE FEDERAL LAW OF THE UNITED
STATES OF AMERICA.

         Each Borrower hereby submits to the non-exclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State court (in each case sitting in the Borough of Manhattan) (and all
courts of appeal therefrom) for the purposes of all legal proceedings arising
out of or relating hereto. Each Borrower hereby irrevocably waives any objection
that it may now or hereafter have to the laying of the venue of any such
proceeding brought in or removed to such a court and hereby further irrevocably
waives any claim that any such proceeding brought in any such court has been
brought in an inconvenient forum.

         In the event of commencement of suit to enforce payment of this Note
and accrued interest, if any, each Borrower jointly and severally agrees to pay
such additional sums for expenses and attorney fees as the court may adjudge
reasonable.

                                                    Credit Agreement Exhibit A-2

<PAGE>

                             VCP TRADING N.V.
                             By:
                                -------------------------------------------
                                Name:
                                 Title:

                             VCP NORTH AMERICA INC.
                             By:
                                -------------------------------------------
                                Name:
                                Title:

                             NEWARK FINANCIAL INC., as guarantor of the
                             Newark Subsidiary obligations hereunder

                             By:
                                -------------------------------------------
                              Name:
                              Title:

ACKNOWLEDGED BY:             VCP EXPORTADORA E PARTICIPACOES S.A.,
                             as guarantor of the Newark Subsidiary obligations
                             hereunder

                             By:
                                -------------------------------------------
                              Name:
                              Title:

                              By:
                                 ------------------------------------------
                              Name:
                              Title:


                              Witnesses:     1._________________

                                             2._________________


                                                    Credit Agreement Exhibit A-3

<PAGE>

                                                                     EXHIBIT A-2
                                                             to Credit Agreement

                               FORM OF NEWARK NOTE

U.S.$___________________                                   Dated: May [__], 2002
New York, New York

     FOR VALUE RECEIVED, Newark Financial Inc., a corporation duly organized and
validly existing under the laws of the British Virgin Islands ("Newark"), hereby
unconditionally promises to pay to the order of [VCP Trading N.V./VCP North
America Inc.] (the "Newark Subsidiary") the principal sum of ______________
Dollars in immediately available funds, on demand.

     The Newark Subsidiary has assigned all its rights hereunder to the Secured
Parties (as defined in the Credit Agreement) as Collateral for its obligations
under the Credit Agreement. Accordingly, principal is payable to ABN AMRO Bank
N.V., as the Administrative Agent, in same day funds to the Administrative
Agent's account maintained with ABN AMRO Bank N.V. at 208 South LaSalle Street,
Chicago, Illinois 60604-1003, ABA #026-009-580, Account No. 650001178941, for
credit to ABN AMRO Bank N.V. - CCS, Reference: VCP, Attention: Judith Kinney, or
at such other account as the Administrative Agent may from time to time
designate by notice to Newark, in each case in Dollars, free and clear of and
without deduction for any and all present and future Taxes.

     This Note shall be binding upon and inure to the benefit of Newark and the
Newark Subsidiaries and their respective successors and assigns.

     This Note is one of the Newark Notes referred to in the Credit Agreement
dated as of May ___, 2002 (as from time to time amended, the "Credit
Agreement"), among Newark, VCP Exportadora e Participacoes S.A., Votorantim
Celulose e Papel S.A., the Newark Subsidiary, [VCP Trading N.V./VCP North
America Inc.], the Lenders party thereto, ABN AMRO Bank N.V. as the
Administrative Agent, and The Bank of New York, as the Collateral Agent.

     Newark hereby waives diligence, presentment, demand of payment, protest or
notice in connection with this Note.

                                                    Credit Agreement Exhibit A-1

<PAGE>

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF NEW YORK (NOT INCLUDING SUCH STATE'S CONFLICT OF LAWS PROVISIONS OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW); PROVIDED THAT NEWARK
SUBSIDIARY SHALL RETAIN ALL RIGHTS ARISING UNDER THE FEDERAL LAW OF THE UNITED
STATES OF AMERICA.

     Newark hereby submits to the non-exclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
State court (in each case sitting in the Borough of Manhattan) (and all courts
of appeal therefrom) for the purposes of all legal proceedings arising out of or
relating hereto. Newark hereby irrevocably waives any objection that it may now
or hereafter have to the laying of the venue of any such proceeding brought in
or removed to such a court and hereby further irrevocably waives any claim that
any such proceeding brought in any such court has been brought in an
inconvenient forum.

     In the event of commencement of suit to enforce payment of this Note and
accrued interest, if any, Newark agrees to pay such additional sums for expenses
and attorney fees as the court may adjudge reasonable.

                                    NEWARK FINANCIAL INC.

                                    By:
                                       -----------------------------------------
                                     Name:
                                     Title:


                                                    Credit Agreement Exhibit A-2

<PAGE>

                                                                       EXHIBIT B
                                                             to Credit Agreement

                          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 Credit Agreement, dated as of May 23,
2002 (as amended or otherwise modified from time to time, the "Credit
Agreement"), among Newark Financial Inc. ("Newark"), VCP Exportadora e
Particiapacoes S.A., Votorantim Celulose e Papel S.A. ("VCP"), VCP Trading N.V.,
VCP North America Inc., various financial institutions from time to time a party
thereto (including the Assignor, the "Lenders"), ABN AMRO Bank N.V., as the
Administrative Agent, and The Bank of New York, as the Collateral Agent.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Credit Agreement.

         The Assignor wishes to assign to the Assignee [a portion][all] of the
rights and obligations of the Assignor under the Credit Agreement in respect of
the Loans, 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 Credit
Agreement (all of the foregoing being herein called the "Assigned Rights and
Obligations").

         (b) With effect on and after the Effective Date (as defined in Section
5), the Assignee shall be a party to the Credit Agreement and succeed to all of
the rights and be obligated to perform all of the obligations of a Lender under
the Credit 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 Credit 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 Credit 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

                                                    Credit Agreement Exhibit B-1

<PAGE>

Section 13.3 of the Credit Agreement in respect of the Assigned Rights and
Obligations to the extent such rights relate to the time 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 participations 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 13.7(a)
of the Credit Agreement.

         SECTION 3. Reallocation of Payments. Any interest, fees and other
payments accrued with respect to the Assigned Rights and Obligations: (a) 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 Credit Agreement, the Schedules and Exhibits
thereto and the other Loan Documents (other than the Agents' Fee Letters),
together with copies of the most recent financial statements of VCP, and such
other documents and information as it has deemed appropriate to make its own
credit and legal analysis 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 Secured 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:

               (i) this Agreement shall be executed and delivered by the
          Assignor and the Assignee,

               (ii) the consent of the Administrative Agent shall have been duly
          obtained and shall be in full force and effect as of the Effective
          Date,

               (iii) the Assignee shall pay to the Assignor all amounts due to
          the Assignor under this Agreement (confirmation of which shall be
          informed to the Administrative Agent by the Assignor),

               (iv) the processing fee referred to in Section 2(b) shall have
          been paid to the Administrative Agent, and

                                                    Credit Agreement Exhibit B-2

<PAGE>

               (v) if the Assignee is not already a Lender, the Assignee shall
          have delivered an Administrative Questionnaire to the Administrative
          Agent.

         (b) Promptly after the execution of this Agreement, the Assignor shall
deliver to Newark and the Administrative Agent, for acknowledgment by the
Administrative Agent, a Notice of Assignment substantially in the form attached
hereto as Schedule 1.

         [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 Credit 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 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 Credit Agreement or the other Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit 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 Credit 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 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 Credit 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,

                                                    Credit Agreement Exhibit B-3

<PAGE>

moratorium, reorganization and other laws of general application relating to or
affecting 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. [NOTE:
If Assignee is not an Eligible Assignee, then Newark's consent to the assignment
is required per Section 13.7(a) of the Credit Agreement.]

         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 to Newark or 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 NEW YORK (NOT INCLUDING SUCH STATE'S CONFLICT OF LAWS PROVISIONS
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). The Assignor
and the Assignee each irrevocably submits to the non-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 CONDUCT, COURSE OF DEALING
OR STATEMENT (WHETHER ORAL OR WRITTEN). THE AGREEMENT OF EACH PARTY

                                                    Credit Agreement Exhibit B-4

<PAGE>

HERETO TO THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE OTHER PARTIES
HERETO TO ENTER INTO THIS AGREEMENT.

                                                    Credit Agreement Exhibit B-5

<PAGE>

         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:
                                                         ----------------------






                                                    Credit Agreement Exhibit B-6

<PAGE>

                                                         SCHEDULE 1
                                                         to Assignment Agreement

                       NOTICE OF ASSIGNMENT AND ACCEPTANCE
                       -----------------------------------

                                  ---------------, ----


ABN AMRO Bank N.V.,
as the Administrative Agent
208 South LaSalle Street
Chicago, Illinois 60604-1003
Attn: Judith Kinney

Ladies and Gentlemen:

         We refer to the Credit Agreement, dated as of May 23, 2002 (as amended
or otherwise modified from time to time, the "Credit Agreement"), among Newark
Financial Inc., VCP Exportadora e Particiapacoes S.A., Votorantim Celulose e
Papel S.A., VCP Trading N.V., VCP North America Inc., various financial
institutions from time to time a party thereto (the "Lenders"), ABN AMRO Bank
N.V., as the Administrative Agent, and The Bank of New York, as the Collateral
Agent. Capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Credit Agreement.

         (a) We hereby give you notice of, and request your consent to, 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 Credit Agreement (including [all][a portion] of the right, title
and interest of the Assignor in and to the Assignor's [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 Assignee's [Commitment/Loan] will be $_________.

         (b) The Assignee agrees that, upon receiving the consent of the
Administrative Agent to such assignment and the satisfaction of the other
conditions of effectiveness of the assignment to be effected by the Assignment
Agreement, the Assignee shall be bound by the terms of the Credit Agreement as
fully and to the same extent as if it were the Lender originally holding such
interest in the Credit Agreement.

         [(c) An Administrative Questionnaire for the Assignee is attached
hereto.][NOTE: Not necessary if the Assignee is an existing Lender.]

         (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.


                                                   Credit Agreement Schedule I-1

<PAGE>

         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:
                                                    ---------------------------

                                           [ASSIGNEE]


                                           By:
                                              ---------------------------------
                                              Name:
                                                   ----------------------------
                                              Title:
                                                    ---------------------------


ASSIGNMENT AND ACCEPTANCE
CONSENTED TO:

ABN AMRO BANK N.V.,
as the Administrative Agent

By:
   ---------------------------------
    Name:
         ---------------------------
    Title:
          --------------------------

By:
   ---------------------------------
    Name:
         ---------------------------
    Title:
          --------------------------

cc: Newark Financial Inc.





                                                     Credit Agreement Schedule-2

<PAGE>

                                                                       EXHIBIT C
                                                             to Credit Agreement

                           FORM OF NOTICE OF BORROWING
                           ---------------------------

Date:     May __, 2002

To:       ABN AMRO Bank N.V., as the Administrative Agent under the Credit
          Agreement, dated as of May 23, 2002 (as amended or otherwise modified
          from time to time, the "Credit Agreement"), among Newark Financial
          Inc. ("Newark"), VCP Exportadora e Particiapacoes S.A., Votorantim
          Celulose e Papel S.A., VCP Trading N.V., VCP North America Inc.,
          various financial institutions from time to time a party thereto
          (including the Assignor, the "Lenders"), ABN AMRO Bank N.V., as the
          Administrative Agent, and The Bank of New York, as the Collateral
          Agent.

Ladies and Gentlemen:

     Each of 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
specified below:

          (a) The aggregate amount of the proposed borrowing is $____________,
     to be made $__________ to VCP Trading N.V. and $_________ to VCP North
     America Inc

          (b) The proposed Borrowing Date is May __, 2002.

     The Newark Subsidiaries hereby request that the proceeds of the proposed
borrowing be applied to make a prepayment for Products to Newark, to be
evidenced by a Newark Note. To the extent not already delivered to you, attached
hereto is an original signed Note for each of the Lenders.

     Each Newark Subsidiary certifies that the following statements are true on
the date hereof, and will be true on the Borrowing Date, both before and after
giving effect to the Loans and to the application of the proceeds therefrom: (a)
no Default exists or would result from the Loans, (b) its representations and
warranties contained in the Loan Documents (including Article VII of the Credit
Agreement) are true as though made on and as of 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) and (c) the Collateral Account [has
been funded][will, as set forth above, be funded from the proceeds of the Loans]
in an amount at least equal to the Debt Service Amount payable on the first
Payment Date.



                                                    Credit Agreement Exhibit C-1

<PAGE>

                                             VCP TRADING N.V.


                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                             VCP NORTH AMERICA INC.



                                             By:
                                                 -------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------






                                                    Credit Agreement Exhibit C-2