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 • January 12th, 2017 • Fibria Celulose S.A. • Paper mills • New York
Fibria Overseas Finance Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), and Fibria Celulose S.A., a sociedade anônima organized under the laws of the Federative Republic of Brazil (“Brazil”) (the “Company”) confirm their agreement with BNP Paribas Securities Corp. (“BNP Paribas”), Citigroup Global Markets Inc. (“Citi”), HSBC Securities (USA) Inc. (“HSBC”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof) with respect to (i) the sale by the Issuer and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of U.S.$700,000,000 aggregate principal amount of the Issuer’s 5.500% Notes
