Xxxxxx Papéis S. A., a company duly organized and validly existing under the laws of Brazil, headquartered at Avenxxx Xxxxxxx Xxxxxx, 333, city of Guaíba, State of Rio Grande do Sul, Brazil, enrolled with the General Taxpayers’ Register (CNPJ) under No. 06.970.247/0001-17, herein represented by its legal representatives in accordance with its by-laws (“Xxxxxx”).
Xxxxxx Papéis S. A. and Aracruz Celulose (USA), Inc., as the Guarantors, the other lenders party thereto, Deutsche Bank Trust Company Americas, as the Administrative Agent, The Bank of New York Mellon, as the U.S. Collateral Agent, and BNY Mellon Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários S.A., as the Brazil Collateral Agent (as amended, restated or otherwise modified from time to time, the “Credit Agreement”). Any capitalized term used herein but not defined shall have the meaning ascribed to such term in the Credit Agreement. The Borrower further promises to pay interest on the unpaid principal amount hereof at the rate(s), and payable at the times, specified in the Credit Agreement, and to pay interest on any overdue amount as provided in the Credit Agreement. Both principal and interest are payable at the office of Deutsche Bank Trust Company Americas, located at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the Administrative Agent under the Credit Agreement, in immediately available funds, in each case in Dollars, free and clear of and without deduction for any and all present and future Taxes, all as set forth in the Credit Agreement. This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other provisions, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives diligence, presentment, demand of payment, protest or notice in connection with this Note. This Note shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction. ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY OBLIGOR OR WITH RESPECT TO OR ARISING OUT OF THIS NOTE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS NOTE, EACH OBLIGOR ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, WHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL ACTION OR PROCEEDING BY ANY OBLIGOR (OTHER THAN COUNTERCLAIMS WIT...
Xxxxxx Papéis S. A. Xxxxxxx Xxxxxxx Xxxxxx, 333 Guaíba, RS, Brasil Att.: [·] Telephone: (55 [·]) [·] Fax: (55 [·])[·] E-mail: [·]
Xxxxxx Papéis S. A. and Aracruz Celulose (USA), Inc., as the Guarantors, the Senior Lenders, the Administrative Agent, as Administrative Agent, The Bank of New York Mellon, as US Collateral Agent, and BNY Mellon Serviços Financeiros Distribuidora de Titulos e Valores Mobiliarios S.A., as the Brazil Collateral Agent, as amended, supplemented or otherwise modified from time to time pursuant to the terms thereof.
