FIBRIA OVERSEAS FINANCE LTD. Debt Securities Guaranteed by Suzano S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • January 24th, 2020 • Suzano Austria GmbH • Paper mills • New York
Fibria Overseas Finance Ltd., an exempted company which was incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guarantee”) as to payment of principal, premium (if any) and interest by Suzano S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of January 24, 2020 (the “Indenture”) entered into by and among the Company, the Guarantor and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and pay
DATED AS OF SEPTEMBER 20, 2018 SUZANO AUSTRIA GMBH AS ISSUERIndenture • June 24th, 2019 • Suzano Austria GmbH • Paper mills • New York
INDENTURE dated as of September 20, 2018 among SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO PAPEL E CELULOSE S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as a Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent.
FORM OF] SUPPLEMENTAL INDENTURESupplemental Indenture • June 24th, 2019 • Suzano Austria GmbH • Paper mills • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 2019 among SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”) to the indenture dated as of May 29, 2019 (the “Indenture”).
SUPPLEMENTAL INDENTURESupplemental Indenture • June 24th, 2019 • Suzano Austria GmbH • Paper mills • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 5, 2019 among FIBRIA CELULOSE S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (“Fibria”), SUZANO AUSTRIA GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the “Issuer”), SUZANO PAPEL E CELULOSE S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), as a Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
