Common use of Optional Redemption Due to Changes in Tax Treatment Clause in Contracts

Optional Redemption Due to Changes in Tax Treatment. Securities of each series may be redeemed at the option of the Company, Fibria or any successor, in whole but not in part, at any time upon giving not less than five Business Days’ but no more than 60 Business Days’ notice to the Holders (which notice shall be irrevocable) (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price, as calculated by the Company, equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date, only if (i) the Company, Fibria or any successor has or will become obligated to pay Additional Amounts with respect to the Securities or the Guarantee (x) in excess of the Additional Amounts that the Company, Fibria or any successor would pay if payments in respect of the Securities or the Guarantee were subject to deduction or withholding for Brazilian Taxes at a rate of (A) 15% generally in case of any taxes imposed by Brazil or (B) 25% in case of taxes imposed by Brazil on amounts paid to residents of countries that do not impose any income tax or which impose it at a maximum rate lower than 20% or where the laws of that country or location impose restrictions on the disclosure of (1) shareholding composition; (2) the ownership of the investment; or (3) the beneficial ownership of income paid to non-resident persons, pursuant to Law No. 9,779, dated January 19, 1999, or (y) in respect of deduction or withholding for Cayman Islands Taxes, in either case, as a result of any change in, or amendment to, the laws or regulations of Brazil or the Cayman Islands (or the jurisdiction of any successor) or any political subdivision or governmental authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date of this Indenture (or date of succession) and (ii) such obligation cannot be avoided by the Company, Fibria or any successor taking reasonable measures available to it; provided, however, that for this purpose reasonable measures shall not include any change in the Company’s, Fibria’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive office or registered office. Prior to the publication or mailing of any notice of redemption pursuant to the preceding paragraph, the Company, Fibria or any successor shall deliver to the Trustee an Officer’s Certificate to the effect that the obligation of the Company, Fibria or any successor, as the case may be, to pay Additional Amounts cannot be avoided by the Company, Fibria or any successor taking reasonable measures available to it. The Company, Fibria or any successor, as the case may be, shall also deliver to the Trustee an Opinion of Counsel stating that the Company, Fibria or any successor, as the case may be, would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (i) and (ii) of the preceding paragraph of this Section 11.08, in which event it shall be conclusive and binding on the Holders. The Company or Fibria may enter into an arrangement under which Fibria or a subsidiary of Fibria may, in lieu of redemption by the Company or Fibria, purchase for a purchase price equal to the full Redemption Price any Security to be redeemed pursuant to this Section 11.08.

Optional Redemption Due to Changes in Tax Treatment. (a) . Securities of each series may be redeemed at the option of the Company, Fibria Company or any successor, in whole but not in part, at any time upon giving not less than five Business Days’ but no more than 60 Business Days’ notice to the Holders (which notice shall be irrevocable) (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price, as calculated by the Company, equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date, only if (i) the Company, Fibria Company or any successor has or will become obligated to pay Additional Amounts with respect to the Securities or the Guarantee (x) in excess of the Additional Amounts that the Company, Fibria Company or any successor would pay if payments in respect of the Securities or the Guarantee were subject to deduction or withholding for Brazilian Taxes at a rate of (A) 15% generally in case of any taxes imposed by Brazil or (B) 25% in case of taxes imposed by Brazil on amounts paid to residents of countries that do not impose any income tax or which impose it at a maximum rate lower than 20% or where the laws of that country or location impose restrictions on the disclosure of (1) shareholding composition; (2) the ownership of the investment; or (3) the beneficial ownership of income paid to non-resident persons, pursuant to Law No. 9,779, dated January 19, 1999, or (y) in respect of deduction or withholding for Cayman Islands Taxes, in either case, 1999 as a result of any change in, or amendment to, the laws or regulations of Brazil or the Cayman Islands (or the jurisdiction of any successor) or any political subdivision or governmental authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date of this Indenture (or date of succession) and (ii) such obligation cannot be avoided by the Company, Fibria Company or any successor taking reasonable measures available to it; provided, however, that for this purpose reasonable measures shall not include any change in the Company’s, Fibria’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive office or registered office. Prior to the publication or mailing of any notice of redemption pursuant to the preceding paragraph, the Company, Fibria Company or any successor shall deliver to the Trustee an Officer’s Certificate to the effect that the obligation of the Company, Fibria Company or any successor, as the case may be, to pay Additional Amounts cannot be avoided by the Company, Fibria Company or any successor taking reasonable measures available to it. The Company, Fibria Company or any successor, as the case may be, shall also deliver to the Trustee an Opinion of Counsel stating that the Company, Fibria Company or any successor, as the case may be, would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (i) and (ii) of the preceding paragraph of this Section 11.08, in which event it shall be conclusive and binding on the Holders. The Company or Fibria may enter into an arrangement under which Fibria the Company or a subsidiary of Fibria the Company may, in lieu of redemption by the Company or FibriaCompany, purchase for a purchase price equal to the full Redemption Price any Security to be redeemed pursuant to this Section 11.08.

Optional Redemption Due to Changes in Tax Treatment. (a) Securities of each series may be redeemed at the option of the Company, Fibria Braskem or any successor, in whole but not in part, at any time upon giving not less than five Business Days’ but no nor more than 60 Business Daysdays’ notice to the Holders (which notice shall be irrevocable) (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price, as calculated by the Company, Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date, only if (i) the Company, Fibria Braskem or any successor has or will become obligated to pay Additional Amounts with respect to the Securities or the Guarantee (x) in excess of the Additional Amounts that the Company, Fibria Braskem or any successor would pay if payments in respect of the Securities or the Guarantee were subject to deduction or withholding for Brazilian Taxes at a rate of (A) 15% generally in case of any taxes imposed by Brazil or (B) 25% in case of taxes imposed by Brazil on amounts paid to residents of countries that do not impose any income tax or which impose it at a maximum rate lower than 20% or where the laws of that country or location impose restrictions on the disclosure of (1) shareholding composition; (2) the ownership of the investment; or (3) the beneficial ownership of income paid to non-resident persons, pursuant to Law No. 9,779, dated January 19, 1999, or (y) in respect of deduction or withholding for Cayman Islands Austrian Taxes, in either case, as a result of any change in, or amendment to, the laws or regulations of Brazil or the Cayman Islands Austria (or the jurisdiction of any successor) or any political subdivision or governmental authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date of this Indenture (or date of succession) and (ii) such obligation cannot be avoided by the Company, Fibria Braskem or any successor taking reasonable measures available to it; provided, however, that for this purpose reasonable measures shall not include any change in the Company’s, FibriaBraskem’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive office or registered office. No such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company, Braskem or any successor, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of such Securities or the Guarantee were then due. Prior to the publication or mailing of any notice of redemption pursuant to the preceding paragraph, the Company, Fibria Braskem or any successor shall deliver to the Trustee an Officer’s Certificate to the effect that the obligation of the Company, Fibria Braskem or any successor, as the case may be, to pay Additional Amounts cannot be avoided by the Company, Fibria Braskem or any successor taking reasonable measures available to it. The Company, Fibria Braskem or any successor, as the case may be, shall also deliver to the Trustee an Opinion of Counsel stating that the Company, Fibria Braskem or any successor, as the case may be, would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (i) and (ii) of the preceding paragraph of this Section 11.08, in which event it shall be conclusive and binding on the Holders. The Company or Fibria Braskem may enter into an arrangement under which Fibria Braskem or a subsidiary of Fibria Braskem may, in lieu of redemption by the Company or FibriaBraskem, purchase for a purchase price equal to the full Redemption Price any Security to be redeemed pursuant to this Section 11.08.