Common use of Limitations on Restricted Payments Clause in Contracts

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause or permit any other Aracruz Party to, directly or indirectly, (i) declare any dividend or make any distribution on its Capital Stock, (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of any Aracruz Party (including options, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively “Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend payment.

Limitations on Restricted Payments. (a) Aracruz Celulose Holdings and the Borrower shall not, and shall not cause or permit any other Aracruz Party of their Restricted Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any payment or distribution on account of Holdings’ or any of its Capital Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than: (A) dividends, payments or distributions by Holdings payable solely in Equity Interests (other than Disqualified Stock) of Holdings; or (B) dividends, payments or distributions by a Restricted Subsidiary of Holdings so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly Owned Subsidiary of Holdings, Holdings or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities; provided that no such dividends, payments or distributions shall be made on account of any voting Equity Interests held by Guernsey Holdco; (ii) purchase, redeem, retire defease or otherwise acquire or retire for value any Capital Stock Equity Interests of Holdings or any Aracruz Party (direct or indirect parent of Holdings, including options, warrants pursuant to a Division or other rights to acquire such shares of Capital Stock) held by Persons other than in connection with any Aracruz Party, merger or consolidation; (iii) make any voluntary or optional principal paymentpayment on, or voluntary or optional redemptionredeem, repurchase, defeasance defease or otherwise acquire or retire for value or give any irrevocable notice of redemption with respect thereto, in each case, prior to any scheduled repayment, sinking fund payment, mandatory payment or maturity, any Subordinated Indebtedness, other than: (A) Indebtedness permitted under SectionSections 9.4(b)(x) and (xi); or (B) the purchase, repurchase or other acquisition or retirement for value of Subordinated Debt Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or (except C) the giving of an irrevocable notice of redemption with respect to the transactions described in respect of Subordinated Shareholder Debt in accordance with subsection SectionSections 9.2(b)(ii) and (b) belowiii), or ; or (iv) make any Investment other than a Permitted Aracruz Investment Restricted Investment; (v) (all such payments or and other actions described set forth in clauses (i) through (iv) being collectively above being, collectively, referred to as “Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock , unless, at any the time provided that Aracruz Celulose receives at least its pro rata share of such dividends Restricted Payment: (A) no Default orSignificant Event of Default shall have occurred and be continuing or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares would occur as a consequence thereof; (including in the form of interest on Capital StockB) in respect of any Fiscal Year Restricted Payments pursuant to Section 9.2(a)(i), (ii) and (iii) only, immediately after giving effect to such transaction on a Pro Forma Basis, Holdings could incur $1.00 of additional Indebtedness under Section 9.4(a)[reserved]; and (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings and its Restricted Subsidiaries after the Fiscal Year ended December 31ClosingAmendment No. 3 Effective Date (including Restricted Payments permitted bypursuant to Section 9.2(b)(i), 2009(x) and (xx)(c), but excluding all other Restricted Payments permitted by Section 9.2(b)), is less than the sum of (without duplication) (such cumulative amount, the “Available Amount”): (1) 50% of the Consolidated Net Income for the period (taken as one accounting period) beginning July 1, 20152019 to the end of Holdings’ most recently completed Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to; provided, that if the cumulative amount available under this Section 8.19.2(a) or (C)(b1 ), or, in each the case solely such Consolidated Net Income for such period is a deficit, minus 100% of such deficit is less than $0, it shall be deemed to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.be $0; plus (b2) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member 100% of the Control Group in respect aggregate net cash proceedsNet Cash Proceeds and the fair market value of marketable securities or other property received by Holdings since immediately after the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of ClosingAmendment No. 3 Effective Date from the Control Group shall besale of: (i) subject Qualified Equity Interests of Holdings or, to the condition that prior extent contributed to making such dividendHoldings, it shall have any direct or indirect parent company of Holdings, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from such member the sale of the Control Group a certificate for the benefit Equity Interests to any future, present or former employees, directors or consultants of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default underHoldings, any contract applicable direct or indirect parent company of Holdings and Holdings’ Subsidiaries after the ClosingAmendment No. 3 Effective Date to it and (C) any funds received by the extent such Control Group member amounts have been applied to Restricted Payments made in connection accordance with any dividends paid to it shall be free and clear of any Liens while in its possession or under its controlSection 9.2(b)(iv); andor (ii) reinvested in whole in Aracruz Celulose by such member Indebtedness or Disqualified Stock of the Control Group Borrower or a Restricted Subsidiary of Holdings that has been converted into or exchanged for such Equity Interests of Holdings or any other direct or indirect parent of Holdings; provided that this clause (for 2) shall not include the avoidance proceeds (w) from Equity Interests or convertible debt securities of doubtHoldings or any direct or indirect parent company of Holdings, without deduction for the Borrower or any taxes payable by such member Restricted Subsidiary sold to Holdings, the Borrower or a Restricted Subsidiary, as the case may be, (x) from Disqualified Stock or Indebtedness that has been converted into Disqualified Stock, (y) from Excluded Contributions or Specified Equity Contributions or (z) to the extent used to incur Indebtedness pursuant to Section 9.4(b)(xxv); plus (3) 100% of the Control Groupaggregate amount of cash and the fair market value of marketable securities or other property or assets contributed to the capital of Holdings following the ClosingAmendment No. 3 Effective Date (other than (i) by a Restricted Subsidiary, (Aii) any Excluded Contribution, (iii) any Specified Equity Contribution and (iv) to the extent used to incur Indebtedness pursuant to Section 9.4(b)(xxv)); plus (4) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of: (i) the sale or other disposition (other than to Holdings or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by Holdings or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Holdings or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by Holdings or its Restricted Subsidiaries, in each case after the ClosingAmendment No. 3 Effective Date; or (ii) the sale (other than to Holdings or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the ClosingAmendment No. 3 Effective Date; plus (5) in the case of any reinvestment the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or a merger or consolidation or transfer of all or substantially all of the assets of an Unrestricted Subsidiary with or into Holdings or one of its Restricted Subsidiaries after the ClosingAmendment No. 3 Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the form assets transferred) at the time of equity, within twenty (20) Business Days the redesignation of such dividend payment and Unrestricted Subsidiary as a Restricted Subsidiary, merger, consolidation or transfer, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment; plus (B6) in the case cumulative amount of any reinvestment in Retained Declined Proceeds since the form ClosingAmendment No. 3 Effective Date; plus (7) the cumulative amount of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend payment.any Retained Asset Sale Proceeds since the Amendment No. 3 Effective Date; plus

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Aracruz Credit Party (including optionsall of the foregoing, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); , provided that that: (a) the Borrower or any direct or indirect Subsidiary of Aracruz Celulose thereof may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely Restricted Payments to the extent required by Applicable Law and Aracruz Celulose’s by-laws the Limited Partnership Agreement as in effect on the date hereof unless an Event of Default has occurred and otherwise in accordance with subsection (b) below.is continuing or would result therefrom; (b) At the Borrower may pay dividends on its own convertible preferred units in the form of additional units; (c) the Borrower or any time at which Subsidiary thereof may make Restricted Payments to any Credit Party; (d) the Dividend Reinvestment Conditions are not satisfiedBorrower or any Subsidiary thereof may make Restricted Payments to other holders of such Person’s Capital Stock in connection with a pro rata distribution to all holders of such Person’s Capital Stock (including in the case of the Borrower, distributions to the extent that any ordinary cash dividend is General Partner in respect of its incentive distribution rights); (e) the Anadarko JVs may make Restricted Payments as are required by Applicable Law and Aracruz Celulose’s by-laws the joint venture agreements of the Anadarko JVs as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be:hereof; (f) (i) subject Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to the condition other Non-Guarantor Subsidiaries that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it are Domestic Subsidiaries and (Cii) any funds received by such Control Group member in connection with any dividends paid Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to it shall be free and clear of any Liens while in its possession or under its controlother Non-Guarantor Subsidiaries that are Foreign Subsidiaries; and (iig) reinvested the Borrower or any Consolidated Subsidiary may make other dividends on and purchases, redemptions or acquisitions for value of its Capital Stock and return capital to its equity holders in whole in Aracruz Celulose by such member of an amount not to exceed $100,000,000 if the Control Group (for the avoidance of doubtMinimum Liquidity, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equityon a Pro Forma Basis, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentis greater than or equal to $50,000,000.

Limitations on Restricted Payments. (a) Aracruz Celulose Maker shall not, not and shall not cause or permit any other Aracruz Party to, directly of its Subsidiaries to declare or indirectly, (i) declare pay any dividend on, or make any distribution on its Capital Stockin respect of (other than dividends and distributions payable exclusively in non-participating common equity interests or preferred equity interests as to which dividends are payable solely in kind of Maker or a Subsidiary), or purchase, redeem or retire for value any equity interests of Maker or a Subsidiary (other than in exchange for Maker's or a Subsidiary's own non-participating common equity interests or preferred equity interests as to which dividends are payable solely in kind) (collectively, "Restricted Payments"), except for the following: (i) dividends and distributions among wholly-owned Subsidiaries; (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of any Aracruz Party (including options, warrants or other rights dividends and distributions from the Subsidiaries to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively “Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case Maker solely to the extent required all sums so dividended or distributed are used by Applicable Law and Aracruz Celulose’s by-laws as in effect on Maker for one of the date hereof and otherwise in accordance with subsection following purposes: (bx) below. to make mandatory prepayments pursuant to Section 5.2 hereof; (by) At any time at which the Dividend Reinvestment Conditions are not satisfied, to make voluntary prepayments pursuant to Section 5.1 hereof; (z) to pay expenses of Maker to the extent that any ordinary cash dividend is required permitted by Applicable Law Senior Debt; and Aracruz Celulose’s by-laws as in effect on the date hereof (xxx) to be paid, any such dividend paid pay tax liabilities of Maker and its consolidated group; and (iii) payments to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate repurchase equity interests and other approvals rights and obligations owned by former employees and others of up to reinvest for the benefit of the Lenders such money in Aracruz Celulose $1,000,000 in the form aggregate. The foregoing provisions will not prevent the purchase or redemption of equity interests in Maker or Subordinated Shareholder Debta Subsidiary with proceeds from concurrent sales of equity interests in Maker or a Subsidiary; PROVIDED, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach ofHOWEVER, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) that in the case of any reinvestment in event the form of equity, within twenty (20) Business Days proceeds of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debtsale exceed $1,000,000, within ten (10) Business Days Maker shall apply one-half of such dividend paymentproceeds in excess of $1 million toward the prepayment of this Note.

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Credit Party or any Subsidiary thereof on account of such Person’s Capital Stock (all of the foregoing, the “Restricted Payments”); provided that: (a) Holdings, the Borrower or any Subsidiary thereof may pay dividends in shares of its own Capital Stock; (b) any Subsidiary of the Borrower may pay cash dividends to the Borrower or any Subsidiary Guarantor or ratably to all holders of its outstanding Capital Stock; (c) (i) Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and to any other holders of its outstanding Capital Stock on a pro rata basis and (ii) Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries and to any other holders of its outstanding Capital Stock on a pro rata basis; (d) the Borrower may declare and make (and each Subsidiary of the Borrower may declare and make to enable the Borrower to do the same) Restricted Payments to Holdings so that Holdings may, and Holdings shall be permitted to: (i) pay any taxes which are due and payable by the Credit Parties or the Limited Guarantor Subsidiary, if applicable, as part of a consolidated group; (ii) pay corporate operating (including, without limitation, franchise taxes, directors fees and expenses), overhead expenses (including, without limitation, rent, utilities, administrative and salary) in the ordinary course of business, expenses relating to the sale and issuance of Capital Stock and fees and expenses of attorneys, accountants, appraisers and the like and in an aggregate amount not to exceed $1,500,000 in any Fiscal Year; (iii) pay any management fees and reimbursement of expenses to the Sponsor or its designees to the extent permitted pursuant to Section 11.7(vi); (iv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, redeem, retire or otherwise acquire or retire for value any Capital Stock of Holdings or any Subsidiary thereof held by any current or former officer, director, consultant or employee of the Borrower or any of its Subsidiaries, or pay principal or interest on any Indebtedness issued to such Person in connection with such repurchase, redemption or other acquisition of such Capital Stock, or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind, in an aggregate amount for all such repurchases, redemptions, retirements, acquisitions and payments not to exceed $1,000,000 in any calendar year period (with unused amounts in any immediately preceding calendar year being carried over to the succeeding calendar year subject to a maximum carry-over amount of $2,000,000 in any calendar year) plus the proceeds of any Equity Issuance to or by Holdings (to the extent not required to prepay the Loans pursuant to Section 4.4(b)) and any cash proceeds received by Holdings or any Subsidiary thereof after the Closing Date from applicable key man life insurance policies; provided, that the cancellation of Indebtedness owing to Holdings or any Subsidiary thereof from employees, officers, directors and consultants of the Borrower or any of its Subsidiaries in connection with the repurchase of Capital Stock of Holdings or any Subsidiary thereof from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section; and (v) make cash payments to, and on account of services provided by, current and former officers, directors, consultants and employees of the Borrower and its Subsidiaries pursuant to phantom stock or similar incentive plans (including, without limitation, the DynCorp International 2007 Omnibus Incentive Plan (or any successor thereto)) where the payments are determined in whole or in part by reference to the value of the Capital Stock of Holdings or any of its Subsidiaries; (e) Holdings and its Subsidiaries may redeem or repurchase Capital Stock in exchange for Capital Stock or with the proceeds of a substantially contemporaneous sale of Capital Stock, or a substantially contemporaneous receipt of a capital contribution, in each case, to the extent the proceeds of such Equity Issuance are not required to prepay the Loans pursuant to Section 4.4(b); (f) so long as no Default or Event of Default has occurred and is continuing or would result from such distribution, the Borrower may declare and make (and each Subsidiary of the Borrower may declare and make to enable the Borrower to do the same) Restricted Payments to Holdings so that Holdings may, and Holdings shall be permitted to, declare and pay dividends to the holders of its Capital Stock and repurchase, redeem or otherwise acquire for value any Capital Stock of Holdings (collectively, the “share repurchases”); provided, that the aggregate amount of all such dividends and share repurchases (after giving effect to such dividends and share repurchase) shall not exceed $25,000,000 in any Fiscal Year unless, both immediately prior to and after giving pro forma effect to such dividend or share repurchase, the ratio of (i) the sum of (A) Consolidated Total Indebtedness as of the most recently ended Fiscal Quarter ending on or immediately prior to such dividend or share repurchase for which financial statements are available (such date, the “repurchase calculation date”), minus (B) if, as of the repurchase calculation date, there are no Revolving Credit Loans then outstanding, the amount of unencumbered cash and Cash Equivalents (other than cash and Cash Equivalents encumbered by Liens securing the Obligations hereunder) held by Holdings and its Subsidiaries on such repurchase calculation date to (ii) Consolidated EBITDA for the period of four (4) consecutive Fiscal Quarters ending on or immediately prior to such repurchase calculation date is less than 2.00 to 1.00; (g) Holdings and its Subsidiaries may (i) repurchase Capital Stock deemed to occur upon the “cashless” exercise of options, warrants or other convertible securities to the extent such Capital Stock represents a portion of the exercise price of those options, warrants or other convertible securities and (ii) make cash payments in lieu of the issuance of fractional shares in connection with the exercise of options, warrants, or other convertible securities; (h) Holdings and its Subsidiaries may redeem, repurchase or otherwise acquire for value any Capital Stock of any Aracruz Party (including options, warrants or other rights to acquire such shares of Capital Stock) Foreign Subsidiary that is held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value Person that is not an Affiliate of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively “Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely Holdings to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on Law; provided that the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, amount of any such dividend paid to any member redemptions, repurchases or other acquisitions shall not exceed $10,000,000 during the term of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be:this Agreement; (i) subject any JV Subsidiary may make Restricted Payments required or permitted to be made pursuant to the condition that prior to making such dividend, it shall have received from such member terms of the Control Group a certificate for the benefit joint venture arrangements to holders of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its controlCapital Stock; and (iij) reinvested so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings and its Subsidiaries may make other Restricted Payments in whole in Aracruz Celulose by such member of an aggregate amount not to exceed $15,000,000 since the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentClosing Date.

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Aracruz Credit Party or any Subsidiary thereof (including optionsall of the foregoing, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); ) provided that that: (a) the Borrower or any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose thereof may pay dividends in respect shares of its common own Qualified Capital Stock and may make cash payments in lieu of issuance of fractional shares in connection with the exercise of warrants, options or preferred shares (including in other securities convertible into or exchangeable for equity interests of the form Borrower or any of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.its Subsidiaries; (b) At any time at which Subsidiary of the Dividend Reinvestment Conditions are not satisfied, Borrower may make Restricted Payments to the extent that Borrower or any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof Subsidiary Guarantor (or ratably to be paid, any such dividend paid to any member all holders of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be:its outstanding Qualified Capital Stock); (i) subject Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (ii) Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Foreign Subsidiaries; and (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the condition that prior Borrower and its Subsidiaries may purchase, redeem, retire or otherwise acquire shares of its Capital Stock or options or other equity or phantom equity in respect of its Capital Stock issued to making such dividendpresent or former officers, it shall have received from such member of the Control Group a certificate employees, directors or consultants (or any other Person for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit any of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (Aforegoing) in the case of an aggregate amount not to exceed $15,000,000 during any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentFiscal Year.

Limitations on Restricted Payments. Without limiting other prohibitions in this Certificate of Designation (aincluding Sections 4(c) Aracruz Celulose and 5(a)(ii)), the Company shall not, and shall not cause or permit any other Aracruz Party Restricted Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any distribution on its to the holders of any Junior Securities or Parity Securities (other than dividends or distributions payable solely in shares of Qualified Capital Stock or in options, warrants or other rights to purchase shares of Qualified Capital Stock, ); (ii) purchase, redeem, retire redeem or otherwise acquire or retire for value any Capital Stock of Junior Securities or Parity Securities or any Aracruz Party (including options, warrants or other rights to acquire such shares of Capital Stock) held by Persons Junior Securities or Parity Securities (other than any Aracruz Partysuch options, warrants or rights owned by the Company or a Restricted Subsidiary); or (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt Investment (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment Investment) in any Person (such payments or other any of the foregoing actions described in clauses clause (i), (ii) through or (iv) being iii), other than the exclusions therefrom, are collectively “referred to herein as "RESTRICTED PAYMENTS"), unless at the time the Company or such Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of makes such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall beRestricted Payment: (i1) subject no Voting Rights Triggering Event shall have occurred and be continuing (or result therefrom); (2) after giving effect to such Restricted Payment, the Consolidated Coverage Ratio shall be equal to or greater than [ ]:1.00;(a) (3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the condition that prior to making such dividend, it shall have received from such member Issuance Date of the Control Group a certificate for Series A1 Redeemable Preferred Stock, Series B1 Redeemable Preferred Stock and Series C1 Redeemable Preferred Stock would not exceed the benefit sum of the Lenders signed by its chief financial officer representing that (without duplication): (A) it has all necessary corporate and other approvals to reinvest for the benefit 50% of the Lenders such money in Aracruz Celulose in Consolidated Net Income accrued during the form of equity or Subordinated Shareholder Debt, period (Btreated as one accounting period) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member from the Issuance Date of the Control Group (for Series A1 Redeemable Preferred Stock, Series B1 Redeemable Preferred Stock and Series C1 Redeemable Preferred Stock to the avoidance of doubt, without deduction for any taxes payable by such member end of the Control Group) (A) in most recent fiscal quarter ending prior to the case of any reinvestment in the form of equity, within twenty (20) Business Days date of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend payment.Restricted Payment as to which

Limitations on Restricted Payments. (a) Aracruz Celulose shall notNo Borrower will, and shall not cause or will permit any Guarantor to, take any of the following actions (each of which is a “Restricted Payment” and which are collectively referred to as “Restricted Payments”): (I) declare or pay any dividend on or make any distribution (whether made in cash, securities or other Aracruz Party toproperty) with respect to any Borrower’s or Guarantor’s Equity Interests (including any payment in connection with any merger or consolidation involving any Borrower or any Guarantor) (other than (A) to any Borrower or any Guarantor or (B) to all holders of Equity Interests of a Guarantor on a pro rata basis or on a basis that results in the receipt by a Borrower or a Guarantor of dividends or distributions of greater value than such Borrower or such Guarantor would receive on a pro rata basis), except for dividends or distributions payable solely in Equity Interests (other than Disqualified Equity Interests) of a Borrower or in options, warrants or other rights to acquire such Equity Interests (other than Disqualified Equity Interests); (II) purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation), directly or indirectly, (i) declare any dividend or make any distribution on its Capital Stock, (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock shares of any Aracruz Party (including Borrower’s Equity Interests or any Equity Interests of any direct or indirect parent company of any of the Borrowers held by persons other than a Borrower or a Guarantor or any options, warrants or other rights to acquire such shares of Capital StockEquity Interests; (III) held by Persons make any principal payment on, or repurchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness (excluding any intercompany debt between or among any Borrower or any Guarantor) except (A) a payment of interest or principal at the Stated Maturity thereof or (B) the purchase, repurchase or other than acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a scheduled sinking fund obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (IV) make any Aracruz PartyRestricted Investment in any Person. If any Restricted Payment described above is not made in cash, the amount of the proposed Restricted Payment will be the Fair Market Value of the asset to be transferred as of the date of transfer. (b) Notwithstanding Section 7.15(a), any Borrower or any Guarantor may make a Restricted Payment if, at the time of and after giving pro forma effect to such proposed Restricted Payment: (i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; (ii) the Borrowers could incur at least $1.00 of additional Indebtedness under Section 7.16(a); and (iii) make the aggregate amount of all Restricted Payments declared or made after the Original Effective Date (including Restricted Payments permitted by Section 7.15(c)(i) and (viii) below, but excluding all other Restricted Payments described in Section 7.15(c) or 7.15(d)) does not exceed the sum of (without duplication): (A) 100% of the aggregate net cash proceeds and the Fair Market Value of the marketable securities and property other than cash received by the Borrowers and the Guarantors since the Original Effective Date as a contribution (other than a contribution by another Borrower) to their common equity capital or from the issue or sale of Equity Interests (other than Disqualified Equity Interests and Cure Amounts) by the Borrowers or from the issue or sale of convertible or exchangeable Disqualified Equity Interests of the Borrowers or convertible or exchangeable debt securities of the Borrowers, in each case that have been converted into or exchanged for Equity Interests (other than Disqualified Equity Interests) of the Borrowers (other than Equity Interests, Disqualified Equity Interests or debt securities sold to a Borrower or a Subsidiary of a Borrower); plus (B) (x) in the case of any voluntary Restricted Investment that is sold, disposed of or optional principal paymentotherwise cancelled, liquidated or repaid, constituting a Restricted Payment made after the Original Effective Date, an amount equal to 100% of the aggregate amount received in cash and the Fair Market Value of the property and marketable securities received by any Borrower or any Guarantor, and (y) in the case of the designation of a Subsidiary as a Guarantor or in the case of a Subsidiary that is merged or consolidated into a Borrower or a Guarantor or the assets are transferred to a Borrower or a Guarantor (as long as the redesignation of such Subsidiary as a Guarantor was deemed a Restricted Payment), the Fair Market Value of the Borrowers’ and the Guarantors’ interest in such Subsidiary as of the date of such redesignation or at the time of such merger, consolidation or transfer of assets; plus (C) to the extent that any Restricted Investment constituting a Restricted Payment that was made after the Original Effective Date is made in an entity that subsequently becomes a Guarantor, the Fair Market Value of such Restricted Investment of the applicable Borrower and the Guarantors as of the date such entity becomes a Guarantor; plus (D) 100% of any dividends or distributions received by a Borrower or a Guarantor after the Original Effective Date from a Subsidiary that is not a Borrower or a Guarantor, to the extent that such dividends or distributions were not otherwise included in the Combined Net Income for such period (items (A) through (D) being referred to as “Incremental Funds”). (c) Notwithstanding Sections 7.15(a), 7.15(b) and 7.15(d), any Borrower and any Guarantor may take the following actions: (i) the payment of any dividend or distribution within 60 days after the date of its declaration if at such date of its declaration such payment would have been permitted by the provisions of this Section 7.15; (ii) the making of any Restricted Payment in exchange for, or voluntary out of or optional with the net cash proceeds of a substantially concurrent issuance and sale (other than to a Borrower or a Subsidiary of a Borrower) of, Equity Interests of a Borrower (other than Disqualified Equity Interests and Cure Amounts) or from the substantially concurrent contribution (other than by another Borrower) of common equity capital to a Borrower; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 7.15(b)(iii)(A); (iii) the purchase, redemption, repurchase, defeasance or other acquisition or retirement for value of any Subordinated Debt (except Indebtedness in respect of Subordinated Shareholder Debt in accordance with subsection (b) below)exchange for, or out of the net cash proceeds of an incurrence (other than to a Borrower or a Subsidiary of a Borrower) of, Permitted Refinancing Indebtedness; (iv) make any Investment the repurchase of Equity Interests (other than Disqualified Equity Interests) deemed to occur upon the exercise of stock options to the extent such Equity Interests represents a Permitted Aracruz Investment portion of the exercise price of those stock options; (such v) payments of cash, dividends, distributions, advances or other actions described Restricted Payments by any Borrower or any Guarantor to allow the payment of cash in clauses lieu of issuing fractional shares upon (iA) through the exercise of options or warrants or (ivB) being collectively “Restricted Payments”)the exchange or conversion of Equity Interests of any such Person; (vi) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests (other than Disqualified Equity Interests) of a Borrower held by any current or former officer, director, employee or consultant of any Borrower or any Guarantor pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests (other than Disqualified Equity Interests) may not exceed $5,000,000 in any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiarycalendar year; and provided, further further, that Aracruz Celulose such amount in any calendar year may pay dividends in respect be increased by an amount not to exceed the cash proceeds from the sale of its common shares or preferred shares Equity Interests (including in the form of interest on Capital Stockother than Disqualified Equity Interests and Cure Amounts) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009Borrower or any Guarantor received by any Borrower or any Guarantor during such calendar year, in each case solely to members of management, directors or consultants of any Borrower or any Guarantor to the extent required by Applicable Law the cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests and Aracruz Celulose’s by-laws Cure Amounts) have not otherwise been applied to the making of Restricted Payments pursuant to Section 7.15(b)(iii)(A) or clauses (ii) or (iii) of this Section 7.15(c); (vii) any payment of Subordinated Indebtedness listed on Schedule 7.15 on or about the Original Effective Date utilizing the proceeds of the Loans; or (viii) so long as in effect on no Default or Event of Default has occurred and is continuing, any other Restricted Payment; provided that the date hereof and otherwise in accordance with subsection total aggregate amount of Restricted Payments made under this clause (bviii) belowsince the Original Effective Date does not exceed $75,000,000. (bd) At any time at which the Dividend Reinvestment Conditions are not satisfied, Notwithstanding anything to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as contrary in effect on the date hereof this Section 7.15, a Borrower shall be entitled to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group make a certificate for the benefit of the Lenders signed by its chief financial officer representing that Restricted Payment if (A) it at the time of and after giving effect to such Restricted Payment, no Default or Event of Default has all necessary corporate occurred and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment is continuing and (B) in the case of any reinvestment in Combined Interest Cover Ratio for the form of Subordinated Shareholder Debt, within ten (10) Business Days most recently ended four full fiscal quarters for which internal consolidating financial information is available at the time of such dividend paymentRestricted Payment is at least 2.0 to 1.0, so long as such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrowers and the Guarantors (excluding Restricted Payments permitted by clauses (ii) through (vii) of Section 7.15(c)) with respect to the quarter is less than the sum, without duplication, of: (I) Available Cash with respect to the Borrowers’ most recently ended fiscal quarter for which internal consolidating financial information is available; plus (II) the aggregate amount of Incremental Funds; minus (III) the aggregate amount of Incremental Funds previously expended pursuant to this Section 7.15.

Limitations on Restricted Payments. (a) Aracruz Celulose shall notDeclare or pay any dividend on, and shall not cause or permit make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other Aracruz Party tokind of Distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Borrower or any of its Subsidiaries (i) declare any dividend or make any distribution on its Capital Stockcollectively, (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of any Aracruz Party (including options, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively “Restricted Payments”); provided that any direct or indirect provided, however, that: (i) a Subsidiary of Aracruz Celulose Borrower may declare a dividend or make a distribution on its Capital Stock at Restricted Payment to Borrower and any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest Subsidiary and/or any other Persons owning Equity Interests in such Subsidiary, so long as such Restricted Payment is made to Borrower, the Subsidiary and/or such other Persons ratably in accordance with their Equity Interests of the same class or series therein, and provided that such Restricted Payment to such other holders of Equity Interests in such Subsidiary is attributable only to cash flows of such Subsidiary; providedand (ii) so long as no Event of Default has occurred that has not been waived by Lender, further that Aracruz Celulose and so long as no Event of Default would otherwise result therefrom or after giving effect thereto: (A) Borrower may repurchase shares of its common stock upon three (3) Business Days’ prior written notice to Lender; (B) Borrower may declare and pay dividends and make other Distributions and payments with respect to its Equity Interests if payable solely in its Equity Interests; (C) Borrower may purchase or otherwise acquire Equity Interests in any Subsidiary, using additional shares of Borrower’s Equity Interests only, upon three (3) Business Days’ prior written notice to Lender (and subject, in any event, to applicable provisions of Section 6.3 above); and (D) Borrower may (y) make repurchases or redemptions of its Equity Interests (1) in connection with the exercise of stock options or restricted stock awards if such Equity Interests represent all or a portion of the exercise price thereof, or (2) deemed to occur upon the withholding of a material portion of such Equity Interests issued to directors, officers or employees of Borrower or any Subsidiary under any stock option plan or other benefit plans or agreements for directors, officers and employees of Borrower and any such Subsidiary to cover withholding tax obligations of such Persons in respect of its common shares or preferred shares such issuance; and (including in the form of interest on Capital Stockz) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely make other Restricted Payments pursuant to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfiedstock option plans or other benefit plans or agreements for directors, to the extent that any ordinary cash dividend is required by Applicable Law officers and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, employees of Borrower and any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentSubsidiary.

Limitations on Restricted Payments. (a) Aracruz Celulose The Borrower shall not, and shall not cause or permit any other Aracruz Party of its Restricted Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any payment or distribution on account of the Borrower’s or any of its Capital Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than: (A) dividends, payments or distributions by the Borrower payable solely in Equity Interests (other than Disqualified Stock) of the Borrower; or (B) dividends, payments or distributions by a Restricted Subsidiary of the Borrower so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities; (ii) purchase, redeem, retire defease or otherwise acquire or retire for value any Capital Stock Equity Interests of the Borrower or any Aracruz Party (direct or indirect parent of the Borrower, including options, warrants pursuant to a Division or other rights to acquire such shares of Capital Stock) held by Persons other than in connection with any Aracruz Party, merger or consolidation; (iii) make any voluntary or optional principal paymentpayment on, or voluntary or optional redemptionredeem, repurchase, defeasance defease or otherwise acquire or retire for value or give any irrevocable notice of redemption with respect thereto, in each case, prior to any scheduled repayment, sinking fund payment, mandatory payment or maturity, any Junior Indebtedness, other than: (A) Indebtedness permitted under Sections 9.4(b)(x) and (xi); or (B) the purchase, repurchase or other acquisition of Junior Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or retirement for value final maturity, in each case due within one year of Subordinated Debt the date of purchase, repurchase or acquisition; or (except C) the giving of an irrevocable notice of redemption with respect to the transactions described in respect of Subordinated Shareholder Debt in accordance with subsection Sections 9.2(b)(ii) and (b) belowiii), or ; or (iv) make any Investment other than a Permitted Aracruz Investment Restricted Investment; (v) (all such payments or and other actions described set forth in clauses (i) through (iv) being collectively above being, collectively, referred to as “Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock , unless, at any the time provided that Aracruz Celulose receives at least its pro rata share of such dividends Restricted Payment: (A) no Event of Default under Section 11.1(a) or distribution based on Aracruz Celulose(f) shall have occurred and be continuing or would occur as a consequence thereof; (B) [Reserved]; and (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrower and its Restricted Subsidiaries after the Amendment No. 1 Effective Date (including Restricted Payments permitted by Sections 9.2(b)(i), (x) and (xx)(c), but excluding all other Restricted Payments permitted by Section 9.2(b)), is less than the sum of (without duplication): (1) 50.00% of the Consolidated Net Income for the period (taken as one accounting period) beginning October 1, 2017 to the end of the Borrower’s equity interest in such Subsidiarymost recently completed Test Period; provided, that the cumulative amount under this Section 9.2(a)(v)(C)(1) shall not be less than zero; provided, further that Aracruz Celulose may pay dividends in respect of its common shares Restricted Payments pursuant to Sections 9.2(a)(i), (ii) and (iii) utilizing the amount determined pursuant to this Section 9.2(a)(v)(C)(1) only, immediately after giving effect to such transaction on a Pro Forma Basis, the Total Net Leverage Ratio would be less than or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely equal to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect 4.50:1.00 on the date hereof and otherwise in accordance with subsection (b) below.of determination based on the most recent Test Period; plus (b2) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member 100.00% of the Control Group in respect aggregate Net Cash Proceeds and the fair market value of marketable securities or other property received by the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of Borrower since immediately after the Control Group shall beAmendment No. 1 Effective Date from the sale of: (i) subject Qualified Equity Interests of the Borrower, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of Equity Interests to any future, present or former employees, directors or consultants of the Borrower, any direct or indirect parent company of the Borrower and the Borrower’s Subsidiaries after the Amendment No. 1 Effective Date to the condition that prior extent such amounts have been applied to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money Restricted Payments made in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict accordance with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its controlSection 9.2(b)(iv); andor (ii) reinvested in whole in Aracruz Celulose by such member Indebtedness or Disqualified Stock of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member Borrower or a Restricted Subsidiary of the Control GroupBorrower that has been converted into or exchanged for such Equity Interests of the Borrower or any other direct or indirect parent of the Borrower; provided that this clause (2) shall not include the proceeds (Aw) from Equity Interests or convertible debt securities of the Borrower sold to a Restricted Subsidiary, as the case may be, (x) from Disqualified Stock or Indebtedness that has been converted into Disqualified Stock, (y) from Excluded Contributions or (z) to the extent used to incur Indebtedness pursuant to Section 9.4(b)(xxv); plus (3) 100.00% of the aggregate amount of cash and the fair market value of marketable securities or other property or assets contributed to the capital of the Borrower following the Amendment No. 1 Effective Date (other than (i) by a Restricted Subsidiary, (ii) any Excluded Contribution, (iii) any Specified Equity Contribution and (iv) to the extent used to incur Indebtedness pursuant to Section 9.4(b)(xxv)); plus (4) 100.00% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of: (i) the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the Borrower or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Borrower or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Borrower or its Restricted Subsidiaries, in each case after the Amendment No. 1 Effective Date; or (ii) the sale (other than to the Borrower or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Amendment No. 1 Effective Date; plus (5) in the case of any reinvestment the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or a merger or consolidation or transfer of all or substantially all of the assets of an Unrestricted Subsidiary with or into the Borrower or one of its Restricted Subsidiaries after the Amendment No. 1 Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the form assets transferred) at the time of equity, within twenty (20) Business Days the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, merger, consolidation or transfer, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment; plus (6) the cumulative amount of any Retained Declined Proceeds since the Amendment No. 1 Effective Date; plus (7) the greater of $35,000,000 and 35.00% of LTM CEBITDA (calculated at the time of determination), the “Available Amount.” (b) The foregoing provisions shall not prohibit: (i) the payment of any dividend or distribution or the consummation of any redemption within sixty (60) days after the date of declaration thereof or the giving of the redemption notice, as applicable, if at the date of declaration or notice such payment would have complied with the provisions of this Agreement; (ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Borrower or any Equity Interests of any of its direct or indirect parent companies (“Treasury Capital Stock”) or Junior Indebtedness of a Loan Party in exchange for, or out of the proceeds of a sale (other than to a Restricted Subsidiary) within sixty (60) days thereof of, Equity Interests of the Borrower or any direct or indirect parent of the Borrower to the extent contributed to the Borrower (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”); provided that the amount of any proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clauses (2) and (3) of the preceding paragraph and shall not increase the amount available for Restricted Payments pursuant to Section 9.2(b)(xii) or the amount of Indebtedness permitted pursuant to Section 9.4(b)(xxv) and (B) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by the Borrower or any of its Restricted Subsidiaries) of Refunding Capital Stock; (iii) the redemption, repurchase, retirement, defeasance or other acquisition of (A) Junior Indebtedness of a Loan Party made in exchange for, or out of the case proceeds of, a sale within sixty (60) days thereof of, new Indebtedness of any reinvestment a Loan Party or Disqualified Stock of a Loan Party, or (B) Disqualified Stock of a Loan Party made in exchange for, or out of the form proceeds of Subordinated Shareholder Debta sale within sixty (60) days thereof of Disqualified Stock of a Loan Party, within ten (10) Business Days of such dividend payment.in each case, which is incurred in compliance with Section 9.4, so long as:

Limitations on Restricted Payments. (a) Aracruz Celulose The Borrower shall not, and shall not cause or permit any other Aracruz Party Material Subsidiary to, directly declare or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of the Borrower or any Material Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of the Borrower or any Aracruz Party Material Subsidiary thereof (including optionsall of the foregoing, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); ) provided that any direct or indirect Subsidiary that: (a) the Borrower may (i) pay cash dividends ratably to all holders of Aracruz Celulose may declare a dividend or make a distribution on its outstanding Qualified Capital Stock (ii) pay dividends in shares of its own Qualified Capital Stock, and (iii) purchase its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share pursuant to a buyback program approved by the Borrower’s board of such dividends directors before or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.Closing Date; (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: Material Subsidiary may pay (i) subject cash dividends to the condition that prior Borrower or any other Material Subsidiary or ratably to making such dividend, it shall have received from such member all holders of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it outstanding Qualified Capital Stock and (Cii) dividends in shares of its own Qualified Capital Stock; (c) BOKF may make distributions of its property to Borrower or any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its controlother Material Subsidiary; and (d) with respect to Trust Preferred Securities issued or guaranteed by the Borrower or any Subsidiary, each issuer of such Trust Preferred Securities may (i) pay all amounts due and payable pursuant to the terms of such Trust Preferred Securities and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for redeem or purchase any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days or all of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentTrust Preferred Securities.

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Aracruz Credit Party or any Subsidiary thereof (including optionsall of the foregoing, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); ) provided that that: (a) the Borrower or any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose thereof may pay dividends in respect shares of its common own Qualified Capital Stock and may make cash payments in lieu of issuance of fractional shares in connection with the exercise of warrants, options or preferred shares other securities convertible into or exchangeable for equity interests of the Borrower or any of its Subsidiaries; (including in b) any Subsidiary of the form Borrower may make Restricted Payments to the Borrower or any Subsidiary Guarantor or ratably to all holders of interest on its outstanding Qualified Capital Stock; (i) Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (ii) Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Foreign Subsidiaries; and (d) so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower and its Subsidiaries are in respect compliance on a Pro Forma Basis with the covenants contained in Article X after giving effect to the making of any Fiscal Year all such Restricted Payments, and (C) the Consolidated Total Leverage Ratio (as of the proposed date of such Restricted Payment and calculated on a Pro Forma Basis after giving effect to such Restricted Payment) shall be at least 0.25 below the Fiscal Year ended December 31applicable ratio set forth in Section 10.1 as of such date, 2009, in each case solely the Borrower may (i) pay cash dividends to its shareholders if and to the extent required permitted by Applicable Law and Aracruz Celulose’s by-laws as in effect on approved by the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member board of directors of the Control Group Borrower, (ii) redeem, retire or otherwise acquire shares of its Capital Stock or options or other equity or phantom equity in respect of the common shares of Aracruz Celulose beneficially owned directly its Capital Stock from present or indirectly by such member of the Control Group shall be: former officers, employees, directors or consultants (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate or their family members or trusts or other entities for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit any of the Lenders foregoing) or make severance payments to such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member Persons in connection with any dividends paid to it shall be free and clear the death, disability or termination of employment or consultancy of any Liens while such officer, employee, director or consultant in an aggregate amount not to exceed $1,000,000 during any Fiscal Year, and (iii) redeem, retire or otherwise acquire shares of its possession Capital Stock or under options or other equity or phantom equity in respect of its control; and (ii) reinvested in whole in Aracruz Celulose Capital Stock pursuant to any stock repurchase program adopted by such member the board of directors of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentBorrower.

Limitations on Restricted Payments. (a) Aracruz Celulose The Company shall not, and shall not cause or permit any other Aracruz Party of its Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make any distribution on account of the Company's or any of its Restricted Subsidiaries' Capital Stock or other Equity Interests (other than (A) dividends or distributions payable in Equity Interests (other than Redeemable Stock) of the Company or such Restricted Subsidiary or (B) dividends or distributions payable to the Company or any of its Restricted Subsidiaries), (ii) (A) voluntarily purchase, redeem, retire redeem or otherwise acquire or retire for value any Capital Stock preferred stock of the Company or any Aracruz Party of its Restricted Subsidiaries, which by its terms, is exchangeable for any Indebtedness that is pari passu with or subordinated in right of payment to the Securities or (including optionsB) purchase, warrants redeem or otherwise acquire or retire for value any Equity Interests (other rights to acquire such shares of Capital than Exchangeable Preferred Stock) held by Persons of the Company or any of its Restricted Subsidiaries (other than any Aracruz Partysuch Equity Interests purchased from the Company or any of its Restricted Subsidiaries), (iii) make any voluntary voluntarily purchase, repay, redeem, defease (including, but not limited to, covenant or optional principal payment, legal defeasance) or voluntary otherwise acquire or optional redemption, repurchase, defeasance or other acquisition or retirement retire for value any Indebtedness (other than (A) the Securities, (B) Indebtedness under the Credit Facilities, (C) Indebtedness permitted under clause (v) or (vi) of Subordinated Debt the second paragraph of Section 4.09 hereof, and any extension, refinancing, renewal, replacement, substitution or refunding thereof permitted under clause (except vii) of the second paragraph of Section 4.09 hereof or (D) Indebtedness between and among the Company and its Restricted Subsidiaries) that is pari passu with or subordinated in respect right of Subordinated Shareholder Debt payment to the Securities (other than in accordance connection with subsection (bthe refunding or refinancing of such Indebtedness) below), or (iv) make any Investment other than a Permitted Aracruz Investment Investments in Restricted Payment Unrestricted Subsidiaries (such payments or other the foregoing actions described set forth in clauses (i) through (iv) being collectively “referred to as "Restricted Payments”"); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock , if, at any the time provided that Aracruz Celulose receives at least its pro rata share of such dividends Restricted Payment: (a) a Default or distribution based on Aracruz Celulose’s equity interest in such SubsidiaryEvent of Default shall have occurred and be continuing or shall occur as a consequence thereof; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.or (b) At the Company could not incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of Section 4.09 hereof (without giving effect to clauses (i) through (xv) of the second paragraph thereof), which calculation shall be made on a pro forma basis deducting from Adjusted Consolidated Net Income the amount of any time at which Investment the Dividend Reinvestment Conditions are not satisfiedCompany has made in an Unrestricted Subsidiary during the relevant period and any Investment the Company intends to make in an Unrestricted Subsidiary, to the extent that any ordinary cash dividend such Investment is required by Applicable Law and Aracruz Celulose’s by-laws made with amounts included in Adjusted Consolidated Net Income as a result of Transfers described in effect on clause (c)(x) of this Section 4.07 or clause (c)(y) of Section 4.14 hereof; or (c) such Restricted Payment, together with the date hereof to be paidaggregate of all other Restricted Payments made after May 13, any such dividend paid to any member 1992 exceeds the sum of the Control Group in respect following: (w) 50% of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member amount of the Control Group shall be: Adjusted Consolidated Net Income (iother than amounts included in the next succeeding clause (c)(x)) subject of the Company for the period (taken as one accounting period) from the beginning of the first quarter commencing immediately after May 13, 1992 through the end of the Company's fiscal quarter ending immediately prior to the condition that time of such Restricted Payment (or, if Adjusted Consolidated Net Income for such period is a deficit, 100% of such deficit); plus (x) 100% of the amount of all Transfers from a Restricted Payment Unrestricted Subsidiary up to the aggregate amount of the Investment (after taking into account all prior to making such dividend, it shall have received Transfers from such member Restricted Payment Unrestricted Subsidiary) in such Restricted Payment Unrestricted Subsidiary (valued in each case as provided in the definition of "Investment"); plus (y) in the Control Group event of a certificate for designation of a Restricted Payment Unrestricted Subsidiary as a Restricted Subsidiary, 100% of an amount equal to the benefit greater of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit fair market value of such Subsidiary as determined by the Board of Directors in good faith (or, if such fair market value may exceed $25.0 million, as determined in writing by an independent investment banking firm of nationally recognized standing) at the time of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days redesignation of such dividend payment Restricted Payment Unrestricted Subsidiary as a Restricted Subsidiary and (B) in the case Consolidated Net Cash Flow generated by such Subsidiary for the period (taken as one accounting period) from the beginning of any reinvestment in its first fiscal quarter commencing immediately after the form date of Subordinated Shareholder Debtits designation as a Restricted Payment Unrestricted Subsidiary through such Subsidiary's fiscal quarter ending immediately prior to its designation as a Restricted Subsidiary (or if such Consolidated Net Cash Flow for such period is a deficit, within ten (10) Business Days 100% of such deficit); plus (z) 100% of the aggregate net cash proceeds received by the Company from (i) the issuance or sale of Equity Interests of the Company (other than such Equity Interests issued or sold to a Restricted Subsidiary of the Company and other than Redeemable Stock) or (ii) the sale of the stock of an Unrestricted Subsidiary or the sale of all or substantially all of the assets of an Unrestricted Subsidiary to the extent that a liquidating dividend payment.is paid to the Company or any Restricted Subsidiary from the proceeds of such sale;

Limitations on Restricted Payments. (a) Aracruz Celulose The Company shall not, and shall not cause or permit any other Aracruz Party of its Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any distribution on account of the Company's or any of its Capital StockSubsidiaries' Equity Interests (other than (w) Physician Joint Venture Distributions, (x) dividends or distributions payable in Qualified Equity Interests of the Compa- ny, (y) dividends or distributions payable to the Company or any Subsidiary of the Company, and (z) dividends or distributions by any Subsidiary of the Company payable to all holders of a class of Equity Interests of such Subsidiary on a PRO RATA basis); (ii) purchase, redeem, retire redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of any Aracruz Party (including options, warrants the Company; or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal paymentpayment on, or voluntary purchase, redeem, defease or optional otherwise acquire or retire for value any Indebtedness that is subordinated to the Securities, except at the original final maturity date thereof or pursuant to a Specified Exchange or the Refinancing (all such payments and other actions set forth in clauses (i) through (iii) above being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment (the amount of any such Restricted Payment, if other than cash, shall be the fair market value (as conclusively evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee within 60 days prior to the date of such Restricted Payment) of the asset(s) proposed to be transferred by the Company or such Subsidiary, as the case may be, pursuant to such Restricted Payment): (a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (b) the Company would, at the time of such Restricted Payment and after giving PRO FORMA effect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding the date of such Restricted Payment, have been permitted to incur at least $ 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 3.09 hereof; and (c) such Restricted Payment, together with the aggregate of all other Restricted Payments made by the Company and its Subsidiaries after March 1, 1995 (excluding Restricted Payments permitted by clauses (ii), (iii) and (iv) of the next succeeding paragraph), is less than the sum of (1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after March 1, 1995 to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Xxxxxxx- dated Net Income for such period is a deficit, less 100% of such deficit), PLUS (2) 100% of the aggregate net cash proceeds received by the Company from the issue or sale (other than to a Subsidiary of the Company) since March 1, 1995 of Qualified Equity Interests of the Company or of debt securities of the Company or any of its Subsidiaries that have been converted into or exchanged for such Qualified Equity Interests of the Company, PLUS (3) $20.0 million. If no Default or Event of Default has occurred and is continuing, or would occur as a consequence thereof, the foregoing provisions shall not prohibit the following Restricted Payments: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions hereof; (ii) the payment of cash dividends on any series of Disqualified Stock issued after the January 30, 1997 in an aggregate amount not to exceed the cash received by the Company since January 30, 1997 upon issuance of such Disqualified Stock; (iii) the redemption, repurchase, defeasance retirement or other acquisition of any Equity Interests of the Company or any Subsidiary in exchange for, or out of the net cash proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(2) of the preceding paragraph; (iv) the defeasance, redemption or repurchase of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or in exchange for or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; PROVIDED that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acqui- sition shall be excluded from clause (c)(2) of the preceding paragraph; (v) the repurchase, redemption or other acquisition or retirement for value of Subordinated Debt (except in respect any Equity Interests of Subordinated Shareholder Debt in accordance with subsection (b) below), the Company or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively “Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required Company held by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group Company's (or any of its Subsidiaries') management pursuant to any management equity subscription agreement or stock option agreement; PROVIDED that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $15.0 million in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its controltwelve-month period; and (iivi) reinvested the making and consummation of a Change of Control Offer with respect to the Senior Subordinated Notes, the 2005 Senior Subordinated Notes or the 2005 Exchangeable Subordinated Notes in whole in Aracruz Celulose by such member accordance with the provisions of the Control Group (for indentures relating thereto. Not later than the avoidance date of doubtmaking any Restricted Payment, without deduction for any taxes payable the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentthis covenant were computed." SECTION 2.5 AMENDMENT TO SECTION 3.08.

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or issue, purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party or any Subsidiary thereof (but excluding payments in cash in lieu of fractional shares), (b) make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Aracruz Credit Party (including options, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz PartySubsidiary thereof, (iiic) make any payment in cash to holders of Convertible Bond Indebtedness (excluding any required payment of interest with respect to such Convertible Bond Indebtedness and excluding any payment of cash in lieu of a fractional share due upon conversion thereof) in excess of the principal (or notional) amount thereof and any cash payable in respect of an increase to the conversion rate of such Convertible Bond Indebtedness as a result of a conversion of such Convertible Bond Indebtedness in connection with a make-whole fundamental change (howsoever defined pursuant to such Convertible Bond Indebtedness) or (d) make any voluntary prepayments, redemptions or optional principal paymentrepurchases of the Specified Indebtedness, any Specified Indebtedness Refinancing or voluntary or optional redemptionany Material Indebtedness (all of the foregoing, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); ) provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall bethat: (i) subject to the condition that prior to making such dividend, it shall have received from such member Borrower or any Subsidiary thereof may pay dividends in shares of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; andown Qualified Capital Stock; (ii) reinvested in whole in Aracruz Celulose by such member any Subsidiary of the Control Group Borrower may pay dividends or make distributions to the Borrower or any Subsidiary Guarantor or ratably to all holders of its outstanding Qualified Capital Stock; (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Groupiii) (A) Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (B) Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Foreign Subsidiaries; (iv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 11.6 (A) in an unlimited amount so long as the case Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal period for which financial statements have been delivered pursuant to Section 8.1(a) or (b), calculated on a Pro Forma Basis (as if such Restricted Payment had been made and any reinvestment in the form of equityrelated Indebtedness incurred on such day), within twenty (20) Business Days of such dividend payment is less than 2.75 to 1.00 and (B) in an amount not to exceed $40,000,000 per Fiscal Year at such times (if any) that the case Consolidated Total Leverage Ratio, as calculated under clause (A) above, is greater than or equal to 2.75 to 1.00; (v) the Borrower may make payments in cash otherwise prohibited by clause (c) above to holders of any reinvestment in Convertible Bond Indebtedness if and to the form of Subordinated Shareholder Debt, within ten (10) Business Days extent that such cash payment arises from the conversion of such dividend paymentConvertible Bond Indebtedness by the holder thereof and such conversion triggers or corresponds to an exercise or early unwind or settlement of a corresponding portion of a Convertible Bond Hedge Transaction and/or Capped Call Transaction relating to such Convertible Bond Indebtedness substantially concurrently with (or a commercially reasonable period of time prior to or after) the payment to such holders of Convertible Bond Indebtedness; and (vi) the Borrower may prepay, redeem or repurchase (A) the Specified Indebtedness or any Specified Indebtedness Refinancing from proceeds of Indebtedness permitted by Section 11.1(k)(ii) or Section 11.1(j) or (B) any Material Indebtedness from proceeds of Indebtedness permitted by Section 11.1(j).

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and The Borrower shall not cause make any Restricted Payment; provided, that the Borrower may, at any time, make distributions (including dividends) to the Common Shareholders or permit any other Aracruz Party torepurchase, directly or indirectly, (i) declare any dividend or make any distribution payments or distributions on its Capital Stock, (ii) account of the purchase, redeem, retire or otherwise acquire for value any Capital Stock of any Aracruz Party (including options, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchaseretirement or acquisition of, defeasance or other acquisition or retirement for value of Subordinated Debt (except the Common Shares in respect of Subordinated Shareholder Debt the Borrower pursuant to and in accordance with subsection the Operating Agreement so long as, immediately after such payments, distributions or repurchases (bx) belowno Default, Event of Default, violation of Section 6.1.18 of the Credit Agreement (without giving effect to the grace periods provided for therein) or default or event of default under the Credit Agreement shall have occurred and be continuing, (y) all representations and warranties in Article II hereof are true and correct in all material respects as of the date made, and (z) (1) Company Equity (after giving effect to any Subordinated Equity Security) shall be equal to or greater than Adjusted Contributed Company Capital, or (iv2) in the case of Company Tax Distributions, the Advance Amount exceeds 105% of the sum of the aggregate outstanding principal amount of Senior Indebtedness and the aggregate outstanding liquidation preference of the Preferred Shares (such excess amount, at any date of determination, the "Advance Amount Cushion"), provided that if, within 30 days from the date of any such Company Tax Distribution, the Advance Amount Cushion becomes less than zero following the acquisition by the Borrower of any loan, bond or other investment that is of the same tranche as any loan, bond or other investment sold by the Borrower within 30 days prior to such Company Tax Distribution, the Borrower shall not make any Investment other than Company Tax Distribution under Section 6.2.5 of the Credit Agreement for a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively “Restricted Payments”); provided that any direct or indirect Subsidiary period of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share 180 days commencing from the date of such dividends or distribution based on Aracruz Celulose’s equity interest in such SubsidiaryCompany Tax Distribution; provided, further that Aracruz Celulose may pay dividends the Borrower may, in respect connection with the issuance of any Subordinated Equity Securities, make distributions to its common shares or preferred shares Common Shareholders and the holders of Subordinated Equity Securities in an amount which does not exceed the net proceeds to the Borrower of such issuance of Subordinated Equity Securities. Distributions (including dividends) or other payments or distributions on account of the purchase, redemption, retirement or acquisition of any Subordinated Equity Security may be made at any time only so long as (x) all representations and warranties in Article II hereof are true and correct in all material respects as of the date made and (y) immediately after giving effect thereto, no Default, Event of Default, violation of Section 6.1.18 of the Credit Agreement (without giving effect to the grace periods provided for therein) or default of event of default under the Credit Agreement shall have occurred or be continuing under the Credit Agreement. Notwithstanding the foregoing, in the form of interest on Capital Stockevent that any payment or other distribution (including, without limitation, any dividend) in respect of any Fiscal Year after the Fiscal Year ended December 31Borrower's Common Shares would be required to be made in order to preserve the U.S. federal income tax status of the Borrower as a regulated investment company or to avoid the imposition of the excise tax under Section 4882 of the Code (e.g., 2009, because the requisite consents from the Common Shareholders for a "consent dividend" (as defined in each case solely to Section 565 of the extent required Code) for U.S. federal income tax purposes have not been obtained by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise Borrower in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member terms of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly Operating Agreement), such payment or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate distribution may be distributed for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate Common Shareholders and other approvals deposited into the Common Shareholders' Escrow Account established pursuant to reinvest for the benefit of the Lenders such money in Aracruz Celulose Custodial Agreement. Funds deposited in the form of equity or Subordinated Shareholder DebtCommon Shareholders' Escrow Account shall not be released to the Common Shareholders unless and until the Borrower complies with the restrictions set forth in the preceding paragraph. If the requisite consents from the Common Shareholders for a "consent dividend" have been obtained, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it the Borrower shall be free and clear of permitted to pay any Liens while U.S. withholding taxes arising in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days respect of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend payment"consent dividend".

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Aracruz Credit Party or any Subsidiary thereof (including optionsall of the foregoing, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); ) provided that that: (a) the Borrower or any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose thereof may pay dividends in respect shares of its common own Qualified Capital Stock and may make cash payments in lieu of issuance of fractional shares in connection with the exercise of warrants, options or preferred shares (including in other securities convertible into or exchangeable for equity interests of the form Borrower or any of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.its Subsidiaries; (b) At any time at which Subsidiary of the Dividend Reinvestment Conditions are not satisfied, Borrower may make Restricted Payments to the extent that Borrower or any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof Subsidiary Guarantor or ratably to be paid, any such dividend paid to any member all holders of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be:its outstanding Qualified Capital Stock; (i) subject Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (ii) Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Foreign Subsidiaries; (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and the Borrower and its Subsidiaries are in compliance on a pro forma basis with the covenants contained in Article X after giving effect to the condition that prior making of all such Restricted Payments, the Borrower may (i) pay cash dividends to making such dividendits shareholders if and to the extent permitted by Applicable Law, it shall have received (ii) redeem, retire or otherwise acquire shares of its Capital Stock or options or other equity or phantom equity in respect of its Capital Stock from such member of the Control Group a certificate present or former officers, employees, directors or consultants (or their family members or trusts or other entities for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit any of the Lenders foregoing) or make severance payments to such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member Persons in connection with any dividends paid to it shall be free and clear the death, disability or termination of employment or consultancy of any Liens while such officer, employee, director or consultant in an aggregate amount not to exceed $1,000,000 during any Fiscal Year, and (iii) redeem, retire or otherwise acquire shares of its possession Capital Stock or under options or other equity or phantom equity in respect of its control; and (ii) reinvested in whole in Aracruz Celulose Capital Stock pursuant to any stock repurchase program adopted by such member the board of directors of the Control Group Borrower in an aggregate amount (for on or after the avoidance of doubt, without deduction for any taxes payable by such member of the Control GroupClosing Date) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentnot to exceed $832,000,000.

Limitations on Restricted Payments. (a) Aracruz Celulose The Borrower shall not, and shall not cause or permit any other Aracruz Party Material Subsidiary to, directly declare or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of the Borrower or any Material Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of the Borrower or any Aracruz Party Material Subsidiary thereof (including optionsall of the foregoing, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); ) provided that any direct or indirect Subsidiary that: (a) the Borrower may (i) pay cash dividends ratably to all holders of Aracruz Celulose may declare a dividend or make a distribution on its outstanding Qualified Capital Stock (ii) pay dividends in shares of its own Qualified Capital Stock, and (iii) purchase its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share pursuant to a buyback program approved by the Borrower's board of such dividends directors before or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.Closing Date; (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: Material Subsidiary may pay (i) subject cash dividends to the condition that prior Borrower or any other Material Subsidiary or ratably to making such dividend, it shall have received from such member all holders of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it outstanding Qualified Capital Stock and (Cii) dividends in shares of its own Qualified Capital Stock; (c) BOKF may make distributions of its property to Borrower or any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its controlother Material Subsidiary; and (d) with respect to Trust Preferred Securities issued or guaranteed by the Borrower or any Subsidiary, each issuer of such Trust Preferred Securities may (i) pay all amounts due and payable pursuant to the terms of such Trust Preferred Securities and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for redeem or purchase any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days or all of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentTrust Preferred Securities.

Limitations on Restricted Payments. (a) Aracruz Celulose Maker shall not, not and shall not cause or permit any other Aracruz Party to, directly of its Subsidiaries to declare or indirectly, (i) declare pay any dividend on, or make any distribution on its Capital Stockin respect of (other than dividends and distributions payable exclusively in non-participating common equity interests or preferred equity interests as to which dividends are payable solely in kind of Maker or a Subsidiary), or purchase, redeem or retire for value any equity interests of Maker or a Subsidiary (other than in exchange for Maker's or a Subsidiary's own non-participating common equity interests or preferred equity interests as to which dividends are payable solely in kind) (collectively, "Restricted Payments"), except for the following: (i) dividends and distributions among wholly-owned Subsidiaries; (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of any Aracruz Party (including options, warrants or other rights dividends and distributions from the Subsidiaries to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively “Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case Maker solely to the extent required all sums so dividended or distributed are used by Applicable Law and Aracruz Celulose’s by-laws as in effect on Maker for one of the date hereof and otherwise in accordance with subsection following purposes: (bx) below. to make mandatory prepayments pursuant to the Notes; (by) At any time at which to make voluntary prepayments pursuant to the Dividend Reinvestment Conditions are not satisfied, Notes; (z) to pay expenses of Maker to the extent that any ordinary cash dividend is required permitted by Applicable Law Senior Debt; and Aracruz Celulose’s by-laws as in effect on the date hereof (xxx) to be paid, any such dividend paid pay tax liabilities of Maker and its consolidated group; and (iii) payments to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate repurchase equity interests and other approvals rights and obligations owned by former employees and others of up to reinvest for the benefit of the Lenders such money in Aracruz Celulose $1,000,000 in the form aggregate. The foregoing provisions will not prevent the purchase or redemption of equity interests in Maker or Subordinated Shareholder Debta Subsidiary with proceeds from concurrent sales of equity interests in Maker or a Subsidiary; PROVIDED, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach ofHOWEVER, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) that in the case of any reinvestment in event the form of equity, within twenty (20) Business Days proceeds of such dividend payment and (B) in sale exceed $1,000,000, Maker shall apply toward the case prepayment of any reinvestment in the form this Note Payee's Pro Rata Share of Subordinated Shareholder Debt, within ten (10) Business Days one-half of such dividend paymentproceeds in excess of $1 million.

Limitations on Restricted Payments. (a) Aracruz Celulose shall notNo Borrower will, and shall not cause or will permit any Guarantor to, take any of the following actions (each of which is a “Restricted Payment” and which are collectively referred to as “Restricted Payments”): (I) declare or pay any dividend on or make any distribution (whether made in cash, securities or other Aracruz Party toproperty) with respect to any Borrower’s or Guarantor’s Equity Interests (including any payment in connection with any merger or consolidation involving any Borrower or any Guarantor) (other than (A) to any Borrower or any Guarantor or (B) to all holders of Equity Interests of a Guarantor on a pro rata basis or on a basis that results in the receipt by a Borrower or a Guarantor of dividends or distributions of greater value than such Borrower or such Guarantor would receive on a pro rata basis), except for dividends or distributions payable solely in Equity Interests (other than Disqualified Equity Interests) of a Borrower or in options, warrants or other rights to acquire such Equity Interests (other than Disqualified Equity Interests); (II) purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation), directly or indirectly, (i) declare any dividend or make any distribution on its Capital Stock, (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock shares of any Aracruz Party (including Borrower’s Equity Interests or any Equity Interests of any direct or indirect parent company of any of the Borrowers held by persons other than a Borrower or a Guarantor or any options, warrants or other rights to acquire such shares of Capital StockEquity Interests; (III) held by Persons make any principal payment on, or repurchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness (excluding any intercompany debt between or among any Borrower or any Guarantor) except (A) a payment of interest or principal at the Stated Maturity thereof or (B) the purchase, repurchase or other than acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a scheduled sinking fund obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (IV) make any Aracruz PartyRestricted Investment in any Person. If any Restricted Payment described above is not made in cash, the amount of the proposed Restricted Payment will be the Fair Market Value of the asset to be transferred as of the date of transfer. (b) Notwithstanding Section 7.15(a), any Borrower or any Guarantor may make a Restricted Payment if, at the time of and after giving pro forma effect to such proposed Restricted Payment:¶ (i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;¶ (ii) the Borrowers could incur at least $1.00 of additional Indebtedness under Section 7.16(a); and¶ (iii) make the aggregate amount of all Restricted Payments declared or made after the Original Effective Date (including Restricted Payments permitted by Section 7.15(c)(i) and (viii) below, but excluding all other Restricted Payments described in Section 7.15(c) or 7.15(d)) does not exceed the sum of (without duplication):¶ (A) 100% of the aggregate net cash proceeds and the Fair Market Value of the marketable securities and property other than cash received by the Borrowers and the Guarantors since the Original Effective Date as a contribution (other than a contribution by another Borrower) to their common equity capital or from the issue or sale of Equity Interests (other than Disqualified Equity Interests and Cure Amounts) by the Borrowers or from the issue or sale of convertible or exchangeable Disqualified Equity Interests of the Borrowers or convertible or exchangeable debt securities of the Borrowers, in each case that have been converted into or exchanged for Equity Interests (other than Disqualified Equity Interests) of the Borrowers (other than Equity Interests, Disqualified Equity Interests or debt securities sold to a Borrower or a Subsidiary of a Borrower); plus¶ (B) (x) in the case of any voluntary Restricted Investment that is sold, disposed of or optional principal paymentotherwise cancelled, liquidated or repaid, constituting a Restricted Payment made after the Original Effective Date, an amount equal to 100% of the aggregate amount received in cash and the Fair Market Value of the property and marketable securities received by any Borrower or any Guarantor, and (y) in the case of the designation of a Subsidiary as a Guarantor or in the case of a Subsidiary that is merged or consolidated into a Borrower or a Guarantor or the assets are transferred to a Borrower or a Guarantor (as long as the redesignation of such Subsidiary as a Guarantor was deemed a Restricted Payment), the Fair Market Value of the Borrowers’ and the Guarantors’ interest in such Subsidiary as of the date of such redesignation or at the time of such merger, consolidation or transfer of assets; plus¶ (C) to the extent that any Restricted Investment constituting a Restricted Payment that was made after the Original Effective Date is made in an entity that subsequently becomes a Guarantor, the Fair Market Value of such Restricted Investment of the applicable Borrower and the Guarantors as of the date such entity becomes a Guarantor; plus¶ (D) 100% of any dividends or distributions received by a Borrower or a Guarantor after the Original Effective Date from a Subsidiary that is not a Borrower or a Guarantor, to the extent that such dividends or distributions were not otherwise included in the Combined Net Income for such period (items (A) through (D) being referred to as “Incremental Funds”).¶(c) Notwithstanding Sections 7.15(a), 7.15(b) and 7.15(d), any Borrower and any Guarantor may take the following actions: (i) the payment of any dividend or distribution within 60 days after the date of its declaration if at such date of its declaration such payment would have been permitted by the provisions of this Section 7.15; (ii) the making of any Restricted Payment in exchange for, or voluntary out of or optional with the net cash proceeds of a substantially concurrent issuance and sale (other than to a Borrower or a Subsidiary of a Borrower) of, Equity Interests of a Borrower (other than Disqualified Equity Interests and Cure Amounts) or from the substantially concurrent contribution (other than by another Borrower) of common equity capital to a Borrower; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 7.15(b)(iii)(A); (iii) the purchase, redemption, repurchase, defeasance or other acquisition or retirement for value of any Subordinated Debt (except Indebtedness in respect of Subordinated Shareholder Debt in accordance with subsection (b) below)exchange for, or out of the net cash proceeds of an incurrence (other than to a Borrower or a Subsidiary of a Borrower) of, Permitted Refinancing Indebtedness; (iv) make any Investment the repurchase of Equity Interests (other than Disqualified Equity Interests) deemed to occur upon the exercise of stock options to the extent such Equity Interests represents a Permitted Aracruz Investment portion of the exercise price of those stock options; (such v) payments of cash, dividends, distributions, advances or other actions described Restricted Payments by any Borrower or any Guarantor to allow the payment of cash in clauses lieu of issuing fractional shares upon (iA) through the exercise of options or warrants or (ivB) being collectively “Restricted Payments”)the exchange or conversion of Equity Interests of any such Person; (vi) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests (other than Disqualified Equity Interests) of a Borrower held by any current or former officer, director, employee or consultant of any Borrower or any Guarantor pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests (other than Disqualified Equity Interests) may not exceed $5,000,000 in any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiarycalendar year; and provided, further further, that Aracruz Celulose such amount in any calendar year may pay dividends in respect be increased by an amount not to exceed the cash proceeds from the sale of its common shares or preferred shares Equity Interests (including in the form of interest on Capital Stockother than Disqualified Equity Interests and Cure Amounts) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009Borrower or any Guarantor received by any Borrower or any Guarantor during such calendar year, in each case solely to members of management, directors or consultants of any Borrower or any Guarantor to the extent required by Applicable Law the cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests and Aracruz Celulose’s by-laws as in effect on the date hereof and Cure Amounts) have not otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, been applied to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof making of Restricted Payments pursuant to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly Section 7.15(b)(iii)(A) or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and clauses (ii) reinvested in whole in Aracruz Celulose by such member or (iii) of this Section 7.15(c); or (vii) any payment of Subordinated Indebtedness listed on Schedule 7.15 on or about the Original Effective Date utilizing the proceeds of the Control Group Loans; or (for viii) so long as no Default or Event of Default has occurred and is continuing, any other Restricted Payment; provided that the avoidance total aggregate amount of doubtRestricted Payments made under this clause (viii) since the Original Effective Date does not exceed $75,000,000.xx long as no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment, without deduction for any taxes payable by such member Restricted Payments made after the First Amendment Effective Date in an aggregate amount not to exceed (v) $100,000,000, plus (w) 100% of the Control Group) (A) in aggregate net cash proceeds and the case Fair Market Value of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend payment.the

Limitations on Restricted Payments. (a) Aracruz Celulose shall notNo Borrower will, and shall not cause or will permit any Guarantor to, take any of the following actions (each of which is a “Restricted Payment” and which are collectively referred to as “Restricted Payments”): (I) declare or pay any dividend on or make any distribution (whether made in cash, securities or other Aracruz Party toproperty) with respect to any Borrower’s or Guarantor’s Equity Interests (including any payment in connection with any merger or consolidation involving any Borrower or any Guarantor) (other than (A) to any Borrower or any Guarantor or (B) to all holders of Equity Interests of a Guarantor on a pro rata basis or on a basis that results in the receipt by a Borrower or a Guarantor of dividends or distributions of greater value than such Borrower or such Guarantor would receive on a pro rata basis), except for dividends or distributions payable solely in Equity Interests (other than Disqualified Equity Interests) of a Borrower or in options, warrants or other rights to acquire such Equity Interests (other than Disqualified Equity Interests); (II) purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation), directly or indirectly, (i) declare any dividend or make any distribution on its Capital Stock, (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock shares of any Aracruz Party (including Borrower’s Equity Interests or any Equity Interests of any direct or indirect parent company of any of the Borrowers held by persons other than a Borrower or a Guarantor or any options, warrants or other rights to acquire such shares of Capital StockEquity Interests; (III) held by Persons make any principal payment on, or repurchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness (excluding any intercompany debt between or among any Borrower or any Guarantor) except (A) a payment of interest or principal at the Stated Maturity thereof or (B) the purchase, repurchase or other than acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a scheduled sinking fund obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (IV) make any Aracruz PartyRestricted Investment in any Person. If any Restricted Payment described above is not made in cash, the amount of the proposed Restricted Payment will be the Fair Market Value of the asset to be transferred as of the date of transfer. (b) Notwithstanding Section 7.15(a), any Borrower or any Guarantor may make a Restricted Payment if, at the time of and after giving pro forma effect to such proposed Restricted Payment: (i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; (ii) the Borrowers could incur at least $1.00 of additional Indebtedness under Section 7.16(a); and (iii) make the aggregate amount of all Restricted Payments declared or made after the date of this Agreement (including Restricted Payments permitted by Section 7.15(c)(i) and (viii) below, but excluding all other Restricted Payments described in Section 7.15(c) or 7.15(d)) does not exceed the sum of (without duplication): (A) 100% of the aggregate net cash proceeds and the Fair Market Value of the marketable securities and property other than cash received by the Borrowers and the Guarantors since the Effective Date as a contribution (other than a contribution by another Borrower) to their common equity capital or from the issue or sale of Equity Interests (other than Disqualified Equity Interests and Cure Amounts) by the Borrowers or from the issue or sale of convertible or exchangeable Disqualified Equity Interests of the Borrowers or convertible or exchangeable debt securities of the Borrowers, in each case that have been converted into or exchanged for Equity Interests (other than Disqualified Equity Interests) of the Borrowers (other than Equity Interests, Disqualified Equity Interests or debt securities sold to a Borrower or a Subsidiary of a Borrower); plus (B) (x) in the case of any voluntary Restricted Investment that is sold, disposed of or optional principal paymentotherwise cancelled, liquidated or repaid, constituting a Restricted Payment made after the date of this Agreement, an amount equal to 100% of the aggregate amount received in cash and the Fair Market Value of the property and marketable securities received by any Borrower or any Guarantor, and (y) in the case of the designation of a Subsidiary as a Guarantor or in the case of a Subsidiary that is merged or consolidated into a Borrower or a Guarantor or the assets are transferred to a Borrower or a Guarantor (as long as the redesignation of such Subsidiary as a Guarantor was deemed a Restricted Payment), the Fair Market Value of the Borrowers’ and the Guarantors’ interest in such Subsidiary as of the date of such redesignation or at the time of such merger, consolidation or transfer of assets; plus (C) to the extent that any Restricted Investment constituting a Restricted Payment that was made after the Effective Date is made in an entity that subsequently becomes a Guarantor, the Fair Market Value of such Restricted Investment of the applicable Borrower and the Guarantors as of the date such entity becomes a Guarantor; plus (D) 100% of any dividends or distributions received by a Borrower or a Guarantor after the Effective Date from a Subsidiary that is not a Borrower or a Guarantor, to the extent that such dividends or distributions were not otherwise included in the Combined Net Income for such period (items (A) through (D) being referred to as “Incremental Funds”). (c) Notwithstanding Sections 7.15(a), 7.15(b) and 7.15(d), any Borrower and any Guarantor may take the following actions: (i) the payment of any dividend or distribution within 60 days after the date of its declaration if at such date of its declaration such payment would have been permitted by the provisions of this Section 7.15; (ii) the making of any Restricted Payment in exchange for, or voluntary out of or optional with the net cash proceeds of a substantially concurrent issuance and sale (other than to a Borrower or a Subsidiary of a Borrower) of, Equity Interests of a Borrower (other than Disqualified Equity Interests and Cure Amounts) or from the substantially concurrent contribution (other than by another Borrower) of common equity capital to a Borrower; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 7.15(b)(iii)(A); (iii) the purchase, redemption, repurchase, defeasance or other acquisition or retirement for value of any Subordinated Debt (except Indebtedness in respect of Subordinated Shareholder Debt in accordance with subsection (b) below)exchange for, or out of the net cash proceeds of an incurrence (other than to a Borrower or a Subsidiary of a Borrower) of, Permitted Refinancing Indebtedness; (iv) make any Investment the repurchase of Equity Interests (other than Disqualified Equity Interests) deemed to occur upon the exercise of stock options to the extent such Equity Interests represents a Permitted Aracruz Investment portion of the exercise price of those stock options; (such v) payments of cash, dividends, distributions, advances or other actions described Restricted Payments by any Borrower or any Guarantor to allow the payment of cash in clauses lieu of issuing fractional shares upon (iA) through the exercise of options or warrants or (ivB) being collectively “Restricted Payments”)the exchange or conversion of Equity Interests of any such Person; (vi) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests (other than Disqualified Equity Interests) of a Borrower held by any current or former officer, director, employee or consultant of any Borrower or any Guarantor pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests (other than Disqualified Equity Interests) may not exceed $5,000,000 in any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiarycalendar year; and provided, further further, that Aracruz Celulose such amount in any calendar year may pay dividends in respect be increased by an amount not to exceed the cash proceeds from the sale of its common shares or preferred shares Equity Interests (including in the form of interest on Capital Stockother than Disqualified Equity Interests and Cure Amounts) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009Borrower or any Guarantor received by any Borrower or any Guarantor during such calendar year, in each case solely to members of management, directors or consultants of any Borrower or any Guarantor to the extent required by Applicable Law the cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests and Aracruz Celulose’s by-laws Cure Amounts) have not otherwise been applied to the making of Restricted Payments pursuant to Section 7.15(b)(iii)(A) or clauses (ii) or (iii) of this Section 7.15(c); (vii) any payment of Subordinated Indebtedness listed on Schedule 7.15 on or about the Effective Date utilizing the proceeds of the Loans; or (viii) so long as in effect on no Default or Event of Default has occurred and is continuing, any other Restricted Payment; provided that the date hereof and otherwise in accordance with subsection total aggregate amount of Restricted Payments made under this clause (bviii) belowsince the Effective Date does not exceed $75,000,000. (bd) At any time at which the Dividend Reinvestment Conditions are not satisfied, Notwithstanding anything to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as contrary in effect on the date hereof this Section 7.15, a Borrower shall be entitled to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group make a certificate for the benefit of the Lenders signed by its chief financial officer representing that Restricted Payment if (A) it at the time of and after giving effect to such Restricted Payment, no Default or Event of Default has all necessary corporate occurred and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment is continuing and (B) in the case of any reinvestment in Combined Interest Cover Ratio for the form of Subordinated Shareholder Debt, within ten (10) Business Days most recently ended four full fiscal quarters for which internal consolidating financial information is available at the time of such dividend paymentRestricted Payment is at least 2.0 to 1.0, so long as such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrowers and the Guarantors (excluding Restricted Payments permitted by clauses (ii) through (vii) of Section 7.15(c)) with respect to the quarter is less than the sum, without duplication, of: (I) Available Cash with respect to the Borrowers’ most recently ended fiscal quarter for which internal consolidating financial information is available; plus (II) the aggregate amount of Incremental Funds; minus (III) the aggregate amount of Incremental Funds previously expended pursuant to this Section 7.15.

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause or permit any other Aracruz Party to, directly or indirectly, (i) declare Declare or pay any dividend or make any other payment or distribution on account of the Parent's or any of its Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent), or allow its Subsidiaries so to do, other than (A) dividends or other payments or distributions payable in Capital Stock (other than Disqualified Stock) of the Parent, (B) dividends or other payments or distributions payable to the Parent or any of its Wholly-Owned Subsidiaries, or (C) dividends or other payments or distributions payable by a Subsidiary of the Parent to (1) a Person that is not an Affiliate of the Parent or any of its Subsidiaries or (2) a Person that is an Affiliate of NovaMed Inc. in connection with the strategic alliance between the Parent and NovaMed Inc. described in Section 5.02(f)(x), provided that each such dividend or other payment or distribution under this clause (C) is made to such Person concurrently with a dividend or other payment or distribution, as the case may be, to the Parent or any of its Wholly-Owned Subsidiaries on a pro rata basis in accordance with their respective ownership of the applicable Equity Interests in the Subsidiary making such dividend or other payment or distribution; (ii) purchase, redeem, retire redeem or otherwise acquire or retire for value (including, without limitation, any Capital Stock payment in connection with any merger or consolidation involving the Parent) any Equity Interests of the Parent or any Aracruz Party of its Subsidiaries (including options, warrants other than (A) any such Equity Interests owned by the Parent or other rights to acquire a Wholly-Owned Subsidiary of the Parent and (B) any such shares of Capital Stock) Equity Interests held by Persons other than employees or directors of the Parent or any Aracruz Partyof its Subsidiaries pursuant to any employee or director equity subscription agreement, stock option agreement or stock ownership arrangement described in Schedule 5.02(d) and purchased, redeemed or otherwise acquired or retired for value by the Parent or a Wholly-Owned Subsidiary of the Parent pursuant to obligations arising under any arrangement described in Schedule 5.02(d); (iii) make any voluntary principal payment on or optional principal paymentwith respect to, purchase, redeem, defease or voluntary otherwise acquire or optional redemptionretire for value, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), any Indebtedness that is subordinated to the Loan; or (iv) make any Investment (other than a Permitted Aracruz an Investment permitted by Section 5.02(f)) (all such payments or and other actions described set forth (and not excepted) in clauses (i) through (iv) above being collectively “referred to as "Restricted Payments”"); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend payment.

Limitations on Restricted Payments. (a) Aracruz Celulose shall The Borrower will not, and shall will not cause or permit any other Aracruz Party of its Restricted Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any distribution on or with respect to Capital Stock of the Borrower or any Restricted Subsidiary of the Borrower held by Persons other than the Borrower or any of its Restricted Subsidiaries, other than (x) dividends or distributions payable solely in shares of Capital Stock of the Borrower or any of its Restricted Subsidiaries (other than Disqualified Stock, ) and (y) pro rata dividends or other distributions made by a Restricted Subsidiary that is not Wholly-Owned to minority stockholders (or owners of equivalent interests in the event the Subsidiary is not a corporation); or (ii) purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of any Aracruz Party (including options, warrants or other rights to acquire such shares of Capital Stock) the Borrower held by Persons any Person, other than any Aracruz Party, (iiix) make any voluntary Capital Stock held by the Borrower or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value a Restricted Subsidiary of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (bthe Borrower) below), or (ivy) make any Investment solely in Capital Stock of the Borrower (other than a Permitted Aracruz Investment Disqualified Stock). (such payments or any other actions described in clauses (i) through and (ivii) above being collectively “Restricted Payments”); provided that any direct ) if, at the time of, and after giving effect to, the proposed Restricted Payment: (A) a Default or indirect Subsidiary Event of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock Default shall have occurred and be continuing, or (B) at any time provided that Aracruz Celulose receives at least its pro rata share Loans are outstanding under this Agreement, the aggregate amount of such dividends Restricted Payments made during such time (excluding any Restricted Payments made pursuant to Section 6.06(b)) shall exceed the amount which the Board of Directors of the Borrower believes in good faith is necessary to (i) maintain the status of the Borrower or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares as applicable, as a real estate investment trust under the Code or preferred shares (including in ii) avoid the form of interest on Capital Stock) in respect payment of any Fiscal Year after excise tax or any income tax by the Fiscal Year ended December 31Borrower or such Subsidiary, 2009with respect to, in each case the Borrower, Parent REIT, SubREIT Entities or HCP 2010 REIT. (b) Notwithstanding anything set forth above, the Borrower and its Restricted Subsidiaries may make Restricted Payments that are permitted to be made under Sections 4.09(c)(1) (solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws applicable to Restricted Payments made under the other clauses listed in this Section 6.06(b) (3), (5), (6), (7), (10), (11), (12), (13), (14) or (15) of the Second Lien Notes Indenture (as in effect on the date hereof and otherwise in accordance with subsection (b) belowhereof). (b) At any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend payment.

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or issue, purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Aracruz Credit Party or any Subsidiary thereof (including optionsall of the foregoing, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); ) provided that that: (a) the Borrower or any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose thereof may pay dividends in respect shares of its common shares or preferred shares (including in the form of interest on own Qualified Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.; (b) At any time at which Subsidiary of the Dividend Reinvestment Conditions are not satisfied, Borrower may pay cash dividends to the extent that Borrower or any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof Subsidiary Guarantor or ratably to be paid, any such dividend paid to any member all holders of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be:its outstanding Qualified Capital Stock; (i) subject Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to the condition other Non-Guarantor Subsidiaries that prior to making such dividend, it shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it are Domestic Subsidiaries and (Cii) any funds received by such Control Group member in connection with any dividends paid Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to it shall be free and clear of any Liens while in its possession or under its controlother Non-Guarantor Subsidiaries that are Foreign Subsidiaries; and (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make other Restricted Payments; provided that if at any time, (i) Safeway beneficially owns and controls, directly or indirectly, more than 50% on a fully diluted basis of the Capital Stock of the Borrower and (ii) reinvested in whole in Aracruz Celulose by such member the Consolidated Total Leverage Ratio as of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member last day of the Control Groupmost recently ended fiscal period for which financial statements have been delivered pursuant to Section 8.1(a) or (Ab), calculated on a Pro Forma Basis (as if such Restricted Payment was made and related Indebtedness incurred on such day), is greater than 2.25 to 1.00, then the Borrower may not make any Restricted Payment which, when added to all other Restricted Payments made in reliance upon this Section 11.6(d) in the case of any reinvestment calendar year, exceeds $5,000,000 in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentcalendar year.

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Aracruz Credit Party (all of the foregoing, the “Restricted Payments”), provided that: (a) the Borrower or any Subsidiary thereof may make Restricted Payments to the extent required by the Limited Partnership Agreement unless an Event of Default has occurred and is continuing or would result therefrom; (b) the Borrower may pay dividends on its own convertible preferred units in the form of additional units; (c) the Borrower or any Subsidiary thereof may make Restricted Payments to any Credit Party; (d) the Borrower or any Subsidiary thereof may make Restricted Payments to other holders of such Person’s Capital Stock in connection with a pro rata distribution to all holders of such Person’s Capital Stock (including optionsin the case of the Borrower, warrants distributions to the General Partner in respect of its incentive distribution rights); (e) the Anadarko JVs may make Restricted Payments as are required by the joint venture agreements of the Anadarko JVs as in effect on the date hereof, the Centrahoma JV may make Restricted Payments as are required by the joint venture agreement of the Centrahoma JV as in effect on the date hereof, and the TexStar JVs may make Restricted Payments as are required by the joint venture agreements of the TexStar JVs as in effect on the date hereof; (f) (i) Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (ii) Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Foreign Subsidiaries; (g) the Borrower or any Consolidated Subsidiary may make other rights dividends on and purchases, redemptions or acquisitions for value of its Capital Stock and return capital to acquire its equity holders in an amount not to exceed $100,000,000 if the Liquidity, on a Pro Forma Basis, is greater than or equal to $50,000,000; (h) the Borrower may make Restricted Payments to holders of preferred Capital Stock in the Borrower if the Liquidity, on a Pro Forma Basis, is greater than or equal to $50,000,000; (i) the Borrower may make cash distributions with the Net Cash Proceeds of Equity Issuances by it (so long as such distributions are made within 120 days following the Borrower’s receipt of such proceeds); (j) the Borrower or any Consolidated Subsidiary may pay dividends and make distributions on Capital Stock payable solely by the issuance of additional shares of Capital StockStock of the Person paying such dividends of distributions; (k) held by Persons the Borrower or any Consolidated Subsidiary may make payments or distributions to satisfy dissenters’ rights, pursuant to or in connection with a consolidation, merger, amalgamation or transfer of assets that complies with the provisions of this Agreement; (l) the Borrower or any Consolidated Subsidiary may distribute, as a dividend or otherwise, of shares of Capital Stock of an Unrestricted Entity; (m) the Borrower or any Consolidated Subsidiary may make a payment of cash in lieu of the issuance of fractional shares of Capital Stock in connection with any merger, consolidation, amalgamation or other than any Aracruz Party, (iii) make any voluntary or optional principal paymentbusiness combination, or voluntary in connection with any dividend, distribution or optional redemptionsplit of or upon exercise, conversion or exchange of Capital Stock, warrants, options or other securities exercisable or convertible into, Capital Stock of the Borrower or any direct or indirect parent of the Borrower; and (n) the Borrower and each of its Consolidated Subsidiaries may repurchase, defeasance redeem or otherwise acquire or retire to finance any such repurchase, redemption or other acquisition or retirement for value any Capital Stock of Subordinated Debt (except in respect the Borrower or any of Subordinated Shareholder Debt in accordance with subsection (b) below)its Consolidated Subsidiaries held by any current or former officer, director, consultant, or (iv) make employee of the Borrower or any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively “Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below. (b) At any time at which the Dividend Reinvestment Conditions are not satisfiedBorrower or, to the extent that such Capital Stock were issued as compensation for services rendered on behalf of the Borrower or any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on Subsidiary of the date hereof to be paidBorrower, any such dividend paid pursuant to any member equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement and the Borrower and Consolidated Subsidiaries may declare and pay dividends to the Borrower or any other Consolidated Subsidiary of the Control Group Borrower the proceeds of which are used for such purposes, provided that the aggregate amount of such purchases or redemptions in respect cash under this paragraph (b) shall not exceed in any fiscal year $10,000,000 (plus the amount of net proceeds (x) received by the Borrower during such calendar year from sales of Capital Stock of the common shares of Aracruz Celulose beneficially owned directly Borrower to directors, consultants, officers or indirectly by such member employees of the Control Group shall be: (i) subject to the condition that prior to making such dividend, it shall have received from such member Borrower or any of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member Affiliates in connection with any dividends paid to it shall be free permitted employee compensation and clear incentive arrangements and (y) of any Liens while key-man life insurance policies received during such calendar year) which, if not used in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubtany year, without deduction for may be carried forward to any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentsubsequent calendar year.

Limitations on Restricted Payments. (a) Aracruz Celulose shall The Company will not, and shall will not cause or permit any other Aracruz Party of its Restricted Subsidiaries to, directly or indirectly, : (i1) declare or pay any dividend or make any distribution on or in respect of shares of the Company’s or any of its Restricted Subsidiaries’ Capital Stock, Stock to holders of such Capital Stock (other than (i) dividends or distributions by the Company payable in Qualified Capital Stock of the Company or (ii) purchasedividends or distributions by a Restricted Subsidiary; provided that, redeem, retire or otherwise acquire for value any Capital Stock in the case of any Aracruz Party (including options, warrants dividend or other rights to acquire such shares of Capital Stock) held distribution payable by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment a Restricted Subsidiary other than a Permitted Aracruz Investment (such payments Wholly-Owned Restricted Subsidiary, the Company or other actions described in clauses (i) through (iv) being collectively “a Restricted Payments”); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends dividend or distribution based on Aracruz Celulose’s equity in accordance with its ownership interest in such Subsidiary; provided, further that Aracruz Celulose may pay dividends in respect class or series of its common shares or preferred shares (including in the form of interest on Capital Stock); (2) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company; (3) make any principal payment on, purchase, defease, redeem, decrease or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (other than the purchase, defeasance, redemption, other acquisition or retirement of such Subordinated Indebtedness in respect anticipation of any Fiscal Year after the Fiscal Year ended December 31satisfying a sinking fund obligation, 2009principal installment or final maturity, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on due within one year of the date hereof and otherwise in accordance with subsection (b) below.of purchase, defeasance, redemption, other acquisition or retirement); or (b4) At make any time at which the Dividend Reinvestment Conditions are not satisfied, to the extent that any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof to be paid, any such dividend paid to any member Investment (other than Permitted Investments) (each of the Control Group foregoing actions set forth in respect clauses (1), (2), (3) and (4) being referred to as a “Restricted Payment”); if at the time of the common shares of Aracruz Celulose beneficially owned directly such Restricted Payment or indirectly by such member of the Control Group shall beimmediately after giving effect thereto: (i) subject to the condition that prior to making such dividend, it a Default or an Event of Default shall have received from such member of the Control Group a certificate for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate occurred and other approvals to reinvest for the benefit of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; andcontinuing; (ii) reinvested the Company is not able to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in whole Section 4.08(a); or (iii) the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in Aracruz Celulose cash, being the fair market value of such property as determined in good faith by such member the Board of Directors of the Control Group (for Company or Restricted Subsidiary, as applicable) shall exceed the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend payment.sum of:

Limitations on Restricted Payments. (a) Aracruz Celulose The Company shall not, and shall not cause or permit any other Aracruz Party of its Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make any distribution on account of the Company's or any of its Restricted Subsidiaries' Capital Stock or other Equity Interests (other than (A) dividends or distributions payable in Equity Interests (other than Redeemable Stock) of the Company or such Restricted Subsidiary or (B) dividends or distributions payable to the Company or any of its Restricted Subsidiaries), (ii) (A) voluntarily purchase, redeem, retire redeem or otherwise acquire or retire for value any Capital Stock preferred stock of the Company or any Aracruz Party of its Restricted Subsidiaries, which by its terms, is exchangeable for any Indebtedness that is pari passu with or subordinated in right of payment to the Securities or (including optionsB) purchase, warrants redeem or otherwise acquire or retire for value any Equity Interests (other rights to acquire such shares of Capital than Exchangeable Preferred Stock) held by Persons of the Company or any of its Restricted Subsidiaries (other than any Aracruz Partysuch Equity Interests purchased from the Company or any of its Restricted Subsidiaries), (iii) make any voluntary voluntarily purchase, repay, redeem, defease (including, but not limited to, covenant or optional principal payment, legal defeasance) or voluntary otherwise acquire or optional redemption, repurchase, defeasance or other acquisition or retirement retire for value any Indebtedness (other than (A) the Securities, (B) Indebtedness under the Credit Facilities, (C) Indebtedness permitted under clause (v) or (vi) of Subordinated Debt the second paragraph of Section 4.09 hereof, and any extension, refinancing, renewal, replacement, substitution or refunding thereof permitted under clause (except vii) of the second paragraph of Section 4.09 hereof or (D) Indebtedness between and among the Company and its Restricted Subsidiaries) that is PARI PASSU with or subordinated in respect right of Subordinated Shareholder Debt payment to the Securities (other than in accordance connection with subsection (bthe refunding or refinancing of such Indebtedness) below), or (iv) make any Investment other than a Permitted Aracruz Investment Investments in Restricted Payment Unrestricted Subsidiaries (such payments or other the foregoing actions described set forth in clauses (i) through (iv) being collectively “referred to as "Restricted Payments”"); provided that any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock , if, at any the time provided that Aracruz Celulose receives at least its pro rata share of such dividends Restricted Payment: (a) a Default or distribution based on Aracruz Celulose’s equity interest in such SubsidiaryEvent of Default shall have occurred and be continuing or shall occur as a consequence thereof; provided, further that Aracruz Celulose may pay dividends in respect of its common shares or preferred shares (including in the form of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.or (b) At the Company could not incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of Section 4.09 hereof (without giving effect to clauses (i) through (xv) of the second paragraph thereof), which calculation shall be made on a PRO FORMA basis deducting from Adjusted Consolidated Net Income the amount of any time at which Investment the Dividend Reinvestment Conditions are not satisfiedCompany has made in an Unrestricted Subsidiary during the relevant period and any Investment the Company intends to make in an Unrestricted Subsidiary, to the extent that any ordinary cash dividend such Investment is required by Applicable Law and Aracruz Celulose’s by-laws made with amounts included in Adjusted Consolidated Net Income as a result of Transfers described in effect on clause (c)(x) of this Section 4.07 or clause (c)(y) of Section 4.14 hereof; or (c) such Restricted Payment, together with the date hereof to be paidaggregate of all other Restricted Payments made after May 13, any such dividend paid to any member 1992 exceeds the sum of the Control Group in respect following: (w) 50% of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member amount of the Control Group shall be: Adjusted Consolidated Net Income (iother than amounts included in the next succeeding clause (c)(x)) subject of the Company for the period (taken as one accounting period) from the beginning of the first quarter commencing immediately after May 13, 1992 through the end of the Company's fiscal quarter ending immediately prior to the condition that time of such Restricted Payment (or, if Adjusted Consolidated Net Income for such period is a deficit, 100% of such deficit); PLUS (x) 100% of the amount of all Transfers from a Restricted Payment Unrestricted Subsidiary up to the aggregate amount of the Investment (after taking into account all prior to making such dividend, it shall have received Transfers from such member Restricted Payment Unrestricted Subsidiary) in such Restricted Payment Unrestricted Subsidiary (valued in each case as provided in the definition of "Investment"); PLUS (y) in the Control Group event of a certificate for designation of a Restricted Payment Unrestricted Subsidiary as a Restricted Subsidiary, 100% of an amount equal to the benefit greater of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit fair market value of such Subsidiary as determined by the Board of Directors in good faith (or, if such fair market value may exceed $25.0 million, as determined in writing by an independent investment banking firm of nationally recognized standing) at the time of the Lenders such money in Aracruz Celulose in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach of, or constitute a default under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its control; and (ii) reinvested in whole in Aracruz Celulose by such member of the Control Group (for the avoidance of doubt, without deduction for any taxes payable by such member of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days redesignation of such dividend payment Restricted Payment Unrestricted Subsidiary as a Restricted Subsidiary and (B) in the case Consolidated Net Cash Flow generated by such Subsidiary for the period (taken as one accounting period) from the beginning of any reinvestment in its first fiscal quarter commencing immediately after the form date of Subordinated Shareholder Debtits designation as a Restricted Payment Unrestricted Subsidiary through such Subsidiary's fiscal quarter ending immediately prior to its designation as a Restricted Subsidiary (or if such Consolidated Net Cash Flow for such period is a deficit, within ten (10) Business Days 100% of such deficit); PLUS (z) 100% of the aggregate net cash proceeds received by the Company from (i) the issuance or sale of Equity Interests of the Company (other than such Equity Interests issued or sold to a Restricted Subsidiary of the Company and other than Redeemable Stock) or (ii) the sale of the stock of an Unrestricted Subsidiary or the sale of all or substantially all of the assets of an Unrestricted Subsidiary to the extent that a liquidating dividend payment.is paid to the Company or any Restricted Subsidiary from the proceeds of such sale;

Limitations on Restricted Payments. (a) Aracruz Celulose shall not, and shall not cause Declare or permit any other Aracruz Party to, directly or indirectly, (i) declare pay any dividend on, or make any payment or other distribution on its Capital Stockaccount of, (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Aracruz Credit Party or any Subsidiary thereof (including optionsall of the foregoing, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than any Aracruz Party, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt (except in respect of Subordinated Shareholder Debt in accordance with subsection (b) below), or (iv) make any Investment other than a Permitted Aracruz Investment (such payments or other actions described in clauses (i) through (iv) being collectively the “Restricted Payments”); ) provided that that: (a) the Borrower or any direct or indirect Subsidiary of Aracruz Celulose may declare a dividend or make a distribution on its Capital Stock at any time provided that Aracruz Celulose receives at least its pro rata share of such dividends or distribution based on Aracruz Celulose’s equity interest in such Subsidiary; provided, further that Aracruz Celulose thereof may pay dividends in respect shares of its common own Qualified Capital Stock and may make cash payments in lieu of issuance of fractional shares in connection with the exercise of warrants, options or preferred shares (including in other securities convertible into or exchangeable for equity interests of the form Borrower or any of interest on Capital Stock) in respect of any Fiscal Year after the Fiscal Year ended December 31, 2009, in each case solely to the extent required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof and otherwise in accordance with subsection (b) below.its Subsidiaries; (b) At any time at which Subsidiary of the Dividend Reinvestment Conditions are not satisfied, Borrower may make Restricted Payments to the extent that Borrower or any ordinary cash dividend is required by Applicable Law and Aracruz Celulose’s by-laws as in effect on the date hereof Subsidiary Guarantor (or ratably to be paid, any such dividend paid to any member all holders of the Control Group in respect of the common shares of Aracruz Celulose beneficially owned directly or indirectly by such member of the Control Group shall be:its outstanding Qualified Capital Stock); (i) subject Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (ii) Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Foreign Subsidiaries; (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the condition that prior Borrower and its Subsidiaries may purchase, redeem, retire or otherwise acquire shares of its Capital Stock or options or other equity or phantom equity in respect of its Capital Stock issued to making such dividendpresent or former officers, it shall have received from such member of the Control Group a certificate employees, directors or consultants (or any other Person for the benefit of the Lenders signed by its chief financial officer representing that (A) it has all necessary corporate and other approvals to reinvest for the benefit any of the Lenders such money foregoing) in Aracruz Celulose an aggregate amount not to exceed $15,000,000 during any Fiscal Year; (e) the Borrower may pay the premium in the form of equity or Subordinated Shareholder Debt, (B) such reinvestment does not violate any Applicable Law or conflict with or result in a breach respect of, or constitute a default and otherwise perform its obligations under, any contract applicable to it and (C) any funds received by such Control Group member in connection with any dividends paid to it shall be free and clear of any Liens while in its possession or under its controlPermitted Bond Hedge Transaction; and (iif) reinvested in whole in Aracruz Celulose the Borrower may make any payments and/or deliveries required by such member of the Control Group terms of, and otherwise perform its obligations under, any Permitted Warrant Transaction (for including, without limitation, making payments and/or deliveries due upon exercise and settlement or termination thereof). For the avoidance of doubt, without deduction for the conversion by holders of (including any taxes payable by such member cash payment upon conversion), or required payment of any principal, interest or premium on or with respect to any Permitted Convertible Indebtedness in accordance with the terms of the Control Group) (A) in the case of any reinvestment in the form of equity, within twenty (20) Business Days of indenture governing such dividend payment and (B) in the case of any reinvestment in the form of Subordinated Shareholder Debt, within ten (10) Business Days of such dividend paymentPermitted Convertible Indebtedness shall not constitute a Restricted Payment.