0001104659-10-057466 Sample Contracts

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • November 10th, 2010 • Fibria Celulose S.A. • Paper mills

WHEREAS on January 19, 2009, Votoranrim Celulose e Papel S.A., a publicly-held corporation, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 60.643.228/0001-21 (“VCP”) entered into with the Lorentzen, Moreira Salles and Almeida Braga Families (“Families”) a share purchase agreement (“Families Sales Agreement”) for acquisition of all shares issued by Arapar S .A., a closely-held corporation, with its principal place of business in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Augusto Severo, 8 — 7th floor, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 29.282.803/0001-68 (“Arapar”) and all the shares issued by São Teofilo Representação e Panicipações S.A., a closely-held corporation, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Eusébio Matoso, 891 — 22th floor, enrolled with the National Corporate Taxpayers Register

EXPORT PREPAYMENT FACILITY AGREEMENT AND SECURED LOAN dated as of May 13, 2009 among ARACRUZ TRADING INTERNATIONAL LTD., as the Borrower, ARACRUZ CELULOSE S.A. ALICIA PAPÉIS S.A. ARACRUZ CELULOSE (USA), INC., as the Guarantors, THE LENDERS DEFINED...
Share Pledge Agreement • November 10th, 2010 • Fibria Celulose S.A. • Paper mills • New York

EXPORT PREPAYMENT FACILITY AGREEMENT AND SECURED LOAN, dated as of May 13, 2009 (as it may be amended from time to time, this “Agreement”), among ARACRUZ TRADING INTERNATIONAL LTD., a limited liability company organized under the laws of Hungary (together with its successors, the “Borrower”), ARACRUZ CELULOSE S.A., a corporation organized under the laws of Brazil (“Aracruz Celulose”), ALÍCIA PAPÉIS S.A., a corporation organized under the laws of Brazil (“Alicia”) and ARACRUZ CELULOSE (USA), INC., a corporation organized under the laws of the State of Delaware (“Aracruz Inc. USA,” and together with Aracruz Celulose and Alicia and each of their successors, collectively, the “Initial Guarantors”), each of the Lenders that is a signatory hereto on the signature pages hereto and each other Person that becomes a “Lender” under the terms hereof (each, together with its successors and permitted assigns, a “Lender”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the administrative agent for the Lend