EX-10.10



 Exhibit 10.10 
 EXECUTION VERSION 
  

 
 SECOND SUPPLEMENTAL INDENTURE

 Dated as of August 31, 2010 
 to 
 INDENTURE 

Dated as of June 24, 2005 
 7.75% Notes due 2020 
 among 

VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS IV LIMITED, 
 as the Company, 
 THE BANK OF NEW YORK MELLON, 

as Transfer Agent, Paying Agent and Registrar, 
 THE BANK OF NEW YORK (LUXEMBOURG) S.A., 
 as Luxembourg Paying Agent, 

THE BANK OF NEW YORK MELLON, 
 as Principal Paying Agent, 
 VOTORANTIM PARTICIPAÇÕES S.A.,

 FIBRIA CELULOSE S.A., 
 and 
 VOTORANTIM CIMENTOS BRASIL S.A., 

as Guarantors 

and 
 THE BANK OF
NEW YORK MELLON, 
 as Trustee 
  

 







 SECOND SUPPLEMENTAL INDENTURE, dated as of August 31, 2010 (this “Supplemental
Indenture”), among Voto-Votorantim Overseas Trading Operations IV Limited (herein called the “Company”), a limited liability company duly organized and existing under the laws of the Cayman Islands, having its principal
office at the offices of Walkers Corporate Services Limited, Walker House, 87 Mary Street, P.O. Box 908GT, George Town, Grand Cayman KYI 9005, Cayman Islands, Votorantim Participações S.A., Votorantim Cimentos S.A. and Fibria Celulose
S.A. (formerly known as Votorantim Celulose e Papel S.A.), each of which is a corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (each, a “Guarantor” and together, the
“Guarantors”), and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), a national banking association duly organized and existing under the laws of the State of New York, as trustee (the
“Trustee”). 
 RECITALS 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated as of June 24, 2005, as supplemented on March 1, 2006 (as amended or supplemented from time to time,
the “Indenture”) providing for the issuance of the Company’s 7.75% Notes due 2020 (the “Securities”). 
 WHEREAS, Votorantim Cimentos S.A. (“VC”), an indirect Subsidiary of Votorantim Participações S.A. and the direct holder of 100% of the capital stock of Votorantim Cimentos
Brasil S.A. (“VCB”), intends to effect the merger of VCB with and into VC; 
 WHEREAS, as a result of the
merger of VCB with and into VC, (i) the separate corporate existence of VCB will cease and VC will continue as the surviving entity under the laws of Brazil and (ii) title to and possession of all property, interests, assets, rights,
privileges, immunities, powers and franchises of VCB will vest in VC and all debts, liabilities, duties and obligations of VCB will become debts, liabilities, duties and obligations of VC; and 

WHEREAS, this Supplemental Indenture is hereby executed and delivered pursuant to Sections 8.1 and 9.1 of the Indenture. 

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement and a valid amendment of and supplement to the
Indenture, have been done. 
 NOW, THEREFORE, it is mutually covenanted and agreed as follows: 

 

	I	Definitions. For all purposes of this Supplemental Indenture: 

  

	 	A.	Capitalized terms used herein without definition shall have the meanings specified in the Indenture; 


 

	 	B.	The terms “hereof”, “herein”, “hereto”, “hereunder’’ and “herewith” refer to Supplemental Indenture.



  
 2 









	II	Agreement to Guarantee. VC hereby agrees to provide an unconditional guarantee on the terms and subject to the conditions set forth in Article 13 of the
Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of VCB under the Indenture. 


 

	III	 Notices. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by the
Indenture or this Supplemental Indenture to be made upon, given or furnished to, or filed with, VC by the Trustee or by any Holder shall be sufficient for every purpose hereunder (except as otherwise expressly provided herein) if in writing and
mailed, first-class postage prepaid, to VC addressed to VC, in care of Votorantim Participações. S.A., Rua Amauri, 255, 11th Floor, 01448-000 São Paulo, SP, Brazil, Tel 55-11-3704-3508, Fax 55-11-3167-3520, Attention: João
Miranda, Chief Financial Officer, or to any other address previously furnished in writing to the Trustee by VC. 


  

	IV	Ratification of Indenture, Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed
and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby. 

  

	V	Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, without
regard to conflicts of laws thereof. The transactions contemplated by this Supplemental Indenture have been proposed by the Company to the other parties hereto for the purposes of Article 9, paragraph 2, of Brazilian Decree Law No. 4,657, dated
September 4, 1942, as amended, and for no other purpose or reason whatsoever. 

  

	VI	Counterparts. This Supplemental Indenture may be executed in any number of counterparts (including facsimile), each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page by telecopier shall be as effective as delivery of a manually executed counterpart thereof. 


 

	VII	Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 


 

	VIII	Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 


 

	IX	Submission to Jurisdiction; Agent for Service; Waiver of Immunities. 


 

	 	A.	 VC agrees that any suit, action or proceeding against it brought by any Holder or the Trustee arising out of or based upon this Supplemental Indenture,
the Indenture, and/or the Securities may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York, New York, and waives any 



  
 3 









	 	
objection which each of them may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action
or proceeding. 

  

	 	B.	 By the execution and delivery of this Supplemental Indenture or any amendment or supplement hereto, VC (i) acknowledges that it has, by separate
written instrument, designated and appointed National Corporate Research Ltd., currently located at 10 East 40th
Street, 10th Floor, New York, New York 10016 (“NCR”), as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, this
Supplemental Indenture, the Indenture, and/or the Securities, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought
by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that NCR has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding, and
(iii) agrees that service of process upon NCR shall be deemed in every respect effective service of process upon VC as the case may be, in any such suit, action or proceeding. VC further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of NCR in full force and effect so long as this Supplemental Indenture shall be in full force and effect; provided
that VC may and shall (to the extent NCR ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section IX(B) that
(i) maintains an office located in the Borough of Manhattan, The City of New York in the state of New York, (ii) are either (x) counsel for VC or (y) a corporate service company which acts as agent for service of process for
other persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section IX(B). Such notice shall identify the name if such agent for process and the address for such agent for
process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent
for service of process for VC appointed and acting in accordance with this Section IX(B). 


  

	 	C.	To the extent that VC has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment
prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, VC hereby irrevocably waives such immunity in respect of its obligations under this Supplemental Indenture and the Securities, to the
extent permitted by law. 


  
 4 









	X	Effective Date. Although this Supplemental Indenture shall become effective on the date hereof, the agreements and amendments contained in this Supplemental
Indenture shall become operative only upon completion of the merger of VCB with and into VC. 

 [Remainder of page
intentionally blank] 

  
 5 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

					
	VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS IV LIMITED
		
	By:	 	 /s/ illegible

		 	Name:	 	
		 	Title:	 	
		
	By:	 	 /s/ Adriano Pascoaloto

		 	Name:	 	Adriano Pascoaloto
		 	Title:	 	
	
	VOTORANTIM PARTICIPAÇÕES S.A., as Guarantor
		
	By:	 	 /s/ illegible

		 	Name:	 	
		 	Title:	 	
		
	By:	 	 /s/ Adriano Pascoaloto

		 	Name:	 	Adriano Pascoaloto
		 	Title:	 	
	
	FIBRIA CELULOSE S.A, as Guarantor
		
	By:	 	 /s/ illegible

		 	Name:	 	
		 	Title:	 	
		
	By:	 	 /s/ Joäo Adalberto Elek Jr

		 	Name:	 	Joäo Adalberto Elek Jr
		 	Title:	 	CFO and Investor Relations Officer



  

Signature Page to Supplemental Indenture 








 
					
	VOTORANTIM CIMENTOS S.A.,
	as Guarantor
		
	By:	 	 /s/ illegible

		 	Name:	 	
		 	Title:	 	
		
	By:	 	 /s/ illegible

		 	Name:	 	
		 	Title:	 	



  

Signature Page to Supplemental Indenture 








 
					
	THE BANK OF NEW YORK MELLON,
	as Trustee
		
	By:	 	 /s/ William Potes

		 	Name:	 	William Potes
		 	Title:	 	Vice President
		
	By:	 	 /s/ Karen Abarca

		 	Name:	 	Karen Abarca
		 	Title:	 	Sr. Associate



  

Signature Page to Supplemental Indenture