380,000,000 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 30th, 2004 • Votorantim Pulp & Paper Inc • Paper mills • New York
to the INDENTURESupplemental Indenture • June 30th, 2003 • Votorantim Pulp & Paper Inc • Paper mills • New York
AGREEMENTLoan Agreement • May 21st, 2002 • Votorantim Pulp & Paper Inc • Paper mills
FREE TRANSLATION ----------------Shareholder Agreement • May 21st, 2002 • Votorantim Pulp & Paper Inc • Paper mills
LOAN AGREEMENTLoan Agreement • May 21st, 2002 • Votorantim Pulp & Paper Inc • Paper mills • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among VOTORANTIM CELULOSE E PAPEL S.A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2009Deposit Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE], 2009, by and among (i) Votorantim Celulose e Papel S.A., a company organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AmongCredit Agreement • June 30th, 2003 • Votorantim Pulp & Paper Inc • Paper mills • New York
VOTORANTIM PARTICIPACOES S.A. VOTORANTIM CELULOSE E PAPEL S.A. CIMENTO RIO BRANCO S.A. COMPANHIA MINEIRA DE METAIS and COMPANHIA NIQUEL TOCANTINS as Guarantors -- and -- THE BANK OF NEW YORK as Trustee INDENTUREIndenture • June 30th, 2004 • Votorantim Pulp & Paper Inc • Paper mills • New York
VOTORANTIM PARTICIPACOES S.A., VOTORANTIM CELULOSE E PAPEL S.A., CIMENTO RIO BRANCO S.A., as Guarantors - and - JPMORGAN CHASE BANK, as Trustee INDENTUREIndenture • June 30th, 2004 • Votorantim Pulp & Paper Inc • Paper mills • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among VOTORANTIM CELULOSE E PAPEL S.A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of August 12, 2009Deposit Agreement • March 12th, 2012 • Fibria Celulose S.A. • Paper mills • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of August 12, 2009, by and among (i) Votorantim Celulose e Papel S.A., a company organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Dated as of [·], 2014 FORM OF INDENTURE Debt Securities between FIBRIA CELULOSE S.A. Company DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee, Security Registrar, Paying Agent and Transfer AgentIndenture • May 1st, 2014 • Fibria Celulose S.A. • Paper mills • New York
INDENTURE, dated as of [·], 2014, between FIBRIA CELULOSE S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil (the “Company”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent.
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • June 24th, 2009 • Votorantim Pulp & Paper Inc • Paper mills • New York
380,000,000 CREDIT AGREEMENTCredit Agreement • June 11th, 2002 • Votorantim Pulp & Paper Inc • Paper mills • New York
FIBRIA OVERSEAS FINANCE LTD. as Issuer FIBRIA CELULOSE S.A. as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, Registrar, Transfer Agent and Paying AgentIndenture • April 1st, 2011 • Fibria Celulose S.A. • Paper mills • New York
INDENTURE dated as of May 4, 2010 among FIBRIA OVERSEAS FINANCE LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), FIBRIA CELULOSE S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent.
RESTATED PRE-EXPORT FINANCE AGREEMENT as restated on 27 September, 2006 pursuant to a Restatement Agreement dated 27 September, 2006 for VOTORANTIM CELULOSE E PAPEL S.A. arranged by ABN AMRO BANK N.V. and BANCO SANTANDER CENTRAL HISPANO S.A., LONDON...Pre-Export Finance Agreement • February 1st, 2007 • Votorantim Pulp & Paper Inc • Paper mills • England
Votorantim Celulose e Papel S.A. – Restated $102,000,000 Pre-Export Finance Agreement (the “Agreement”), as restated pursuant to a restatement agreement dated [•] 2006
FIBRIA OVERSEAS FINANCE LTD. (an exempted company incorporated with limited liability under the laws of the Cayman Islands) Guaranteed by FIBRIA CELULOSE S.A. (a sociedade anônima organized under the laws of the Federative Republic of Brazil)...Underwriting Agreement • November 13th, 2017 • Fibria Celulose S.A. • Paper mills • New York
DATED NOVEMBER 14, 2017 FIBRIA OVERSEAS FINANCE LTD. AS ISSUER AND FIBRIA CELULOSE S.A. AS GUARANTOR AND DEUTSCHE BANK TRUST COMPANY AMERICAS AS TRUSTEEFirst Supplemental Indenture • November 14th, 2017 • Fibria Celulose S.A. • Paper mills • New York
First Supplemental Indenture, dated as of November 14, 2017, among FIBRIA OVERSEAS FINANCE LTD., a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at the offices of Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands and its principal executive office is located at Rua Fidêncio Ramos, 302, 3rd Floor, Torre B, Edifício Vila Olímpia Corporate, Vila Olímpia, São Paulo, SP, 04551-010, Brazil, FIBRIA CELULOSE S.A., a company duly organized under the laws of the Federative Republic of Brazil (the “Guarantor” or “Fibria”), having its executive office at Rua Fidêncio Ramos, 302, 3rd Floor, Torre B, Edifício Vila Olímpia Corporate, Vila Olímpia, São Paulo, SP, 04551-010, Brazil, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (in such capacity, the “Trustee”), to the indenture dated as of November 14, 2017 among the
EXCHANGE AGREEMENT between VOTORANTIM CELULOSE E PAPEL S.A. and INTERNATIONAL PAPER INVESTMENTS (HOLLAND) B.V. on September 19, 2006Exchange Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
By this EXCHANGE AGREEMENT (this “Agreement”) between, on one side, VOTORANTIM CELULOSE E PAPEL S.A., a company (sociedade por ações) organized under the laws of the Federative Republic of Brazil, with head offices in the City of São Paulo, State of São Paulo, at Al. Santos, 1357, 6th floor, enrolled with the Legal Entities Taxpayers’ Registry (CNPJ/MF) under No. 60.643.228/0001-21, herein represented in accordance with its bylaws (“VCP”), and, on the other side, INTERNATIONAL PAPER INVESTMENTS (HOLLAND) B.V., a company organized under the laws of The Netherlands, with head offices at Rokin 55, 1012 KK, in the city of Amsterdam, enrolled with the Legal Entities Taxpayers’ Registry (CNPJ/MF) under No 05.501.662/0001-69, herein represented in accordance with its corporate documents (“IP”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 10th, 2010 • Fibria Celulose S.A. • Paper mills
WHEREAS on January 19, 2009, Votoranrim Celulose e Papel S.A., a publicly-held corporation, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 60.643.228/0001-21 (“VCP”) entered into with the Lorentzen, Moreira Salles and Almeida Braga Families (“Families”) a share purchase agreement (“Families Sales Agreement”) for acquisition of all shares issued by Arapar S .A., a closely-held corporation, with its principal place of business in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Augusto Severo, 8 — 7th floor, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 29.282.803/0001-68 (“Arapar”) and all the shares issued by São Teofilo Representação e Panicipações S.A., a closely-held corporation, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Eusébio Matoso, 891 — 22th floor, enrolled with the National Corporate Taxpayers Register
INVESTMENT AGREEMENTInvestment Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
WHEREAS VCP, through its wholly-owned subsidiary Newark Financial Inc., a company existing according to the laws of the British Virgin Islands, is the indirect owner of one hundred and twenty-seven million, five hundred and six thousand, four hundred and fifty-seven (127,506,457) common shares issued by ARACRUZ CELULOSE S.A., a publicly-held company with its principal place of business in the City of Aracruz, State of Espírito Santo, at Barra do Riacho, no number, km 25, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 42.157.511/0001-61 (“ARACRUZ”), representing approximately twenty-eight point zero three percent (28.03%) of the voting capital of ARACRUZ;
ASSIGNMENT AGREEMENTAssignment Agreement • February 1st, 2007 • Votorantim Pulp & Paper Inc • Paper mills
IN WITNESS WHEREOF this Assignment has been signed on behalf of the Trustee and executed as a deed by the Assignor and is intended to be and is hereby delivered by it as a deed on the date specified above.
VOTORANTIM CELULOSE E PAPEL S.A. SHAREHOLDERS’ AGREEMENTShareholder Agreement • April 30th, 2010 • Fibria Celulose S.A. • Paper mills
BNDESPAR and VID are together referred to herein as the “Parties” or “Shareholders” and each individually as a “Party” or “Shareholder”,
SHAREHOLDERS AGREEMENT OF VOTORANTIM CELULOSE E PAPEL S.A.Shareholders Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
BNDESPAR and VID are hereinafter referred to jointly as “Parties” or “Shareholders”, and individually and indistinctly as a “Party” or a “Shareholder”,
STRATEGIC BUSINESS AGREEMENT between OJI PAPER CO., LTD. and VOTORANTIM CELULOSE E PAPEL S.A.Strategic Business Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills • New York
This STRATEGIC BUSINESS AGREEMENT (the “Agreement”) is made as of August 6, 2007 by and between OJI PAPER CO., LTD., a Japanese corporation having its registered office at 7-5, Ginza 4-Chome, Chuo-ku, Tokyo, 104-0061, Japan (“Oji”) and VOTORANTIM CELULOSE E PAPEL S.A., a Brazilian corporation having its registered office at Alameda Santos, 1357, 6th floor, Cerqueira Cesar, 01419-908, Sao Paulo, SP, Brazil, registered at CNPJ under No 60.643.228-0001-21 (“VCP”)
US$ 123,000,000 OFFSHORE FACILITY AGREEMENT dated as of July 5, 2004 among VCP TRADING N.V., as Borrower VOTORANTIM CELULOSE E PAPEL S.A. – VCP as Guarantor The Lenders from time to time hereunder, and ABN AMRO BANK N.V. and BANCO BRADESCO S.A. as...Offshore Facility Agreement • June 30th, 2006 • Votorantim Pulp & Paper Inc • Paper mills • New York
VCP TRADING N.V., a company duly organized and existing under the laws of the Netherlands Antilles with its head office located at Kaya W. F. G. (Jombi) Mensing 14, Curaçao (the “Borrower”);
EXPORT PREPAYMENT AGREEMENT Nº G-0852/05Export Prepayment Agreement • June 30th, 2006 • Votorantim Pulp & Paper Inc • Paper mills • New York
VOTORANTIM CELULOSE E PAPEL S.A. (“VCP”), a company duly organized and validly existing under the laws of the Federative Republic of Brazil, having its principal place of business located at Alameda Santos, 1357 – 7º, São Paulo - SP, enrolled with the CNPJ/MF under number 60.643.228/0001- 21 (the “Borrower”); and
LOAN AGREEMENTLoan Agreement • May 21st, 2002 • Votorantim Pulp & Paper Inc • Paper mills
RESTATEMENT AGREEMENT dated 27 September 2006 for VOTORANTIM CELULOSE E PAPEL S.A. as Borrower and THE OTHER PARTIES named herein relating to the Syndicated Facility Agreement as defined hereinRestatement Agreement • February 1st, 2007 • Votorantim Pulp & Paper Inc • Paper mills
Free translation from Portuguese Exhibit Number: 4.11 BNDESFinancing Agreement • June 30th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
THE NATIONAL BANK OF ECONOMIC AND SOCIAL DEVELOPMENT – BNDES, hereinafter referred to as BNDES, a federal public entity, with its principal place of business in Brasília, Federal District, and offices in this City, at Avenida República do Chile, 100, registered with the National Corporate Taxpayers Register under CNPJ No. 33.657.248/0001-89, by its undersigned representatives;
RESTATEMENT AGREEMENT dated 27 September 2006 for VOTORANTIM CELULOSE E PAPEL S.A. as Borrower and THE OTHER PARTIES named herein relating to the ABN AMRO Facility Agreements and the ABN Loan No. 3 as defined hereinRestatement Agreement • February 1st, 2007 • Votorantim Pulp & Paper Inc • Paper mills
LOAN AGREEMENTLoan Agreement • May 21st, 2002 • Votorantim Pulp & Paper Inc • Paper mills • New York
FIBRIA CELULOSE S.A. (a sociedade anônima organized under the laws of the Federative Republic of Brazil) American Depositary Shares each representing one Common Share with no par value UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2012 • Fibria Celulose S.A. • Paper mills • New York
Lynch and Itau BBA receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
STRATEGIC BUSINESS AGREEMENT between OJI PAPER CO., LTD. and VOTORANTIM CELULOSE E PAPEL S.A. Dated as of August 6th, 2007Strategic Business Agreement • January 27th, 2011 • Fibria Celulose S.A. • Paper mills • New York
This STRATEGIC BUSINESS AGREEMENT (the “Agreement”) is made as of August 6, 2007 by and between OJI PAPER CO., LTD., a Japanese corporation having its registered office at 7-5, Ginza 4-Chome, Chuo-ku, Tokyo, 104-0061, Japan (“Oji”) and VOTORANTIM CELULOSE E PAPEL S.A., a Brazilian corporation having its registered office at Alameda Santos, 1357, 6th floor, Cerqueira Cesar, 01419-908, Sao Paulo, SP, Brazil, registered at CNPJ under No 60.643.228-0001-21 (“VCP”)
Dated as of [·], 2014 FORM OF INDENTURE Debt Securities between FIBRIA OVERSEAS FINANCE LIMITED Company FIBRIA CELULOSE S.A. Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee, Security Registrar, Paying Agent and Transfer AgentIndenture • May 1st, 2014 • Fibria Celulose S.A. • Paper mills • New York
INDENTURE, dated as of [·], 2014, between FIBRIA OVERSEAS FINANCE LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), FIBRIA CELULOSE S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as guarantor (“Fibria”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent.
QUOTA PURCHASE AND SALE AGREEMENT Between OJI PAPER CO., LTD. as PURCHASER - and - FIBRIA CELULOSE S.A. as SELLERQuota Purchase and Sale Agreement • February 29th, 2012 • Fibria Celulose S.A. • Paper mills
This quota purchase and sale agreement (the “Agreement”) is entered into by and between the parties below (individually referred to herein as “Party” and, jointly, as “Parties”):
