PRIVATE INSTRUMENT OF ISSUANCE OF DEBENTURES

7/27/2019 PRIVATE INSTRUMENT OF ISSUANCE OF DEBENTURES

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PRIVATE INSTRUMENT OF 6TH (SIXTH) DEED OF ISSUANCE OF DEBENTURES,MANDATORILY CONVERTIBLE INTO SHARES, OF SUBORDINATED CLASS, IN A

SINGLE SERIES, FOR PRIVATE PLACEMENT, OF KLABIN S.A.

By this private instrument, as issuer,(1) KLABIN S.A., a publicly-held corporation, with head office in the City of So Paulo,

State of So Paulo, at Avenida Brigadeiro Faria Lima, n. 3.600, enrolled with the

CNPJ/MF under No. 89.637.490/0001-45, herein represented pursuant to its Bylaws

(Issuer); and

as fiduciary agent of this issuance, representing the pool of debentureholders

(Debentureholders),

(2) PENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS,

financial institution with head office in the City Rio de Janeiro, State of Rio de

Janeiro, at Av. das Amricas, No. 4200, bloco 4, sala 514, enrolled with theCNPJ/MF under No. 17.343.682/0001-38, herein represented pursuant to its Bylaws

(Fiduciary Agent and, together with the Issuer, jointly referred to as Parties and,

individually , as Party);

THE PARTIES, lawfully decide to execute this Private Instrument of 6 t (sixth) Deed ofIssuance of Debentures, Mandatorily Convertible into Shares, of Subordinated Class, in a

Single Series, for Private Placement, of Klabin S.A. (Deed of Issuance), in accordance

with the following terms and conditions:

1 SECTION ONE AUTHORIZATIONS

1.1This Deed of Issuance is entered into according to the authorization from the

meeting of the Board of Directors of the Issuer held on November 28, (MBD),which resolved on the terms and conditions of the issuance of debentures,

mandatorily convertible into shares, of subordinated class, in a single series, of the

6th (sixth) issuance of the Issuer (Debentures and Issuance, respectively).

Pursuant to paragraph 2 of Article 59 of Law No. 6,404, dated as of December 15,1976, as amended (Brazilian Corporation Law), the Issuance will be carried out

within the authorized capital limit of the Issuer.

2 SECTION TWO REQUIREMENTS

The Issuance will be carried our according to the following requirements:

2.1 Filing and Publication of MBD Minutes

2.1.1 MBD minutes which resolved on the Issuance will be duly filed with the Board of

Trade of the State of So Paulo (JUCESP) and published at the Official Gazette of

the State of So Paulo (DOESP) and in Valor Econmico newspaper.

2.2 Filing of this Deed of Issuance

2.2.1 This Deed of Issuance and potential amendments hereto will be filed with JUCESP,

pursuant to Article 62, item II, of the Brazilian Corporations Law, and the Issuer shall

send 1 (one) original copy and its possible amendments duly files with JUCESP

timely after the filing.

2.3 Registration of Distribution and Trading


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2.3.1 The Debentures will be subject to private placement and, therefore, will not be

registered for distribution in any organized over-the-counter market.

2.3.2 Notwithstanding the provisions of item 2.3.1. above, the Debentures will be listed for

trading in the secondary market through BOVESPAFIX system ("BOVESPAFIX"),

managed and operated by BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias eFuturos (BM&FBOVESPA), subject to the Lock-up Period (as defined below); and

(ii) held under electronic custody of BM&FBOVESPA.

2.4 No Obligation of Registration with CVM and ANBIMA

2.4.1 The Issuance will not be subject to registration before the Brazilian Securities

Commission (Comisso de Valores Mobilirios, or CVM) or before the Brazilian

Financial and Capital Markets Association (Associao Brasileira de Entidades dos

Mercados Financeiros e de Capitais, or ANBIMA), provided that the Issuance will

be subject to private placement, without (i) the intermediation of institutions

comprising the securities distribution system, or (ii) no sale efforts vis-a-visundetermined investors.

2.5 Corporate Purpose of the Issuer

2.5.1 The corporate purpose of the Issuer is: (a) the industrial and commercial

exploration, including import and export of cellulose, wood pulp, paper, card andsimilar products, their by-products and derivatives, packages for any purposes,

wood products in all forms, forest and agricultural products, including seeds,

machinery and raw materials; (b) forestry, agriculture and husbandry, including

forestation and reforestation for any of the modalities encouraged by legal provision,

including fund raising from third parties; (c) mining, including researches and ore

mining, its industrialization and commercialization; (d) technology and servicesrelated to the corporate purpose; (e) transportation, fuel and lubricants supply

stations and other ancillary activities required by its nature of integrated industry;

and (f) interests in other companies.

3 SECTION THREE CHARACTERISTICS OF THE ISSUANCE

3.1 Issuance and Series

3.1.1 This Issuance represents the 6th(sixth) issuance of debentures of the Issuer and will

be issued in a single series.

3.2 Total and Minimum Issuance Amount

3.2.1 The total issuance amount is of R$1,700,000,000.00 (one billion, seven hundred

million Brazilian reais) as of the Issuance Date (as defined below) (Total Issuance

Amount).

3.2.2 The minimum Issuance amount to be subscribed for and paid in is

R$1,650,000,000.00 (one billion, six hundred and fifty million Brazilian reais)

(Minimum Amount) and therefore no partial placement will be permitted at lower

amount than the Minimum Amount.

3.2.3 In case the Minimum Issuance Amount is not achieved, the amounts received as

pay-up shall be given back, in up to 3 (three) Business Days, by the Issuer, or as the

case may be, by the custodian, for the shares kept with the BM&FBOVESPA, or bythe Bookkeeper, for the shares kept with the bookkeeping agent (Bookkeeper),


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with no interest or monetary correction, no reimbursement and deduction of any

taxes that may apply.

3.3 Number of Debentures

3.3.1 27,200,000.00 (twenty-seven million, two hundred thousand) Debentures will beissued.

3.4 Use of Proceeds

3.4.1 The proceeds obtained by the Issuer with the Issuance will be allocated to the

construction of a plant in the city of Ortigueira (PR) ( Plant) with production capacity

of 1.5 million tons of cellulose per year, from which approximately 1.1 million tons

are of cellulose and 400 thousand tons are of long fiber cellulose.

3.5 Liquidator and Bookkeeper

3.5.1 The Liquidator of the Issuance shall be Ita Unibanco S.A., a financial institution

with head office in the City of So Paulo, State of So Paulo, at Praa AlfredoEgydio de Souza Aranha, No. 100, Torre Olavo Setbal, enrolled with the CNPJ/MF

under No. 60.701.190/0001-04 (Liquidator) and the Bookkeeper of the Debentures

shall be Ita Corretora de Valores Mobilirios, a financial institution with head office

in the City of So Paulo, State of So Paulo, at Avenida Brigadeiro Faria Lima, No.

3400, 10th floor, enrolled with the CNPJ/MF under No. 61.194.353/0001-64

(Bookkeeper).

3.6 Immunity or Exemption of Debentureholders

3.6.1 In the event any Debentureholder is entitled to any immunity or tax exemption, the

Debentureholder shall provide to the Liquidator, within at least ten (10) businessdays prior to the date estimated to receive the amounts related to the Debentures,

the supporting documentation of immunity or tax exemption, under the penalty of

discounting from its earnings the amounts due under the terms of applicable tax

legislation.

4 SECTION FOUR CHARACTERISTICS OF THE DEBENTURES

4.1 Placement and Trading

4.1.1 The Debentures will be subject to private placement, without the intermediation of

institutions comprising the securities distribution system and/or any sale efforts

before investors.

4.1.1.1. The partial placement of Debentures is permitted provided that total amountto be subscribed for and paid in, in the context of the exercise of the

preemptive right and the subscription of unsubscribed debentures, as set

forth in Section 4.5 below, reaches the minimum amount of

R$1,650,000,000.00 (one billion, six hundred and fifty million Brazilian reais),

cancelling the existing unpaid balance and amending this Indenture.

4.1.2 Subject to the Lock-up Period (as defined below), the Debentures will be listed for

trading in the secondary market at BOVESPAFIX and held under electronic custody

of BM&FBOVESPA.

4.1.3 The Debentures may not be traded, transferred, assigned, donated, lent, granted asguarantee and/or disposed in any way, as well as converted into Units, except in the


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events of Early Conversion (as defined below), during the period of eighteen (18)

months counted as from the Pay Up Date, as defined below (Lock-up Period).

4.2 Issuance Date

4.2.1 For all legal purposes, the issuance date of the debentures will be November 28,2013 (Issuance Date).

4.3 Maturity Date

4.3.1 The Debentures will mature on January 8, 2019 (Maturity Date).

4.4 Unit Par Value

4.4.1 The unit par value of the Debentures, as of the Issuance Date, will be of R$62.50

(sixty two Brazilian reais and fifty cents) (Unit Par Value).

4.5 Preemptive Right and Apportionment of Unsubscribed Debentures

Preemptive Right

4.5.1 The shareholders of the Issuer (Shareholders) will be entitled to the preemptive

right for subscription of Debentures, proportionally to the number of common orpreferred shares issued by the Issuer (Shares) held by them, according to the

shareholding position as of the opening of trading on the date the notice to

shareholders referred below is published (Preemptive Right). The Preemptive

Right must be exercised within thirty (30) days counted from the publication of the

notice to shareholders by the Issuer, including information regarding the Issuance

and the term for exercise of the Preemptive Right (Preemptive Term).

4.5.2Shareholders may, at their sole discretion, assign their respective Preemptive Rightsto interested third parties (Assignees), pursuant to paragraph 6 of Article 171 of the

Brazilian Corporation Law.

4.5.3 The Shareholders or the Assignees intending to subscribe for the Debentures,

pursuant to items 4.5.1. and 4.5.2. above, during the Preemptive Term, must

exclusively be present at the Bookkeeper branches indicated in the Notice to

Shareholders, where they shall sign the subscription bulletin pertaining to the

Debentures. In case of Shareholder or Assignee represented by an attorney-in-fact,

such attorney-in-fact must provide the documentation evidencing their

representative powers for the subscription of Debentures. The Shareholders which

shares are held under custody of BM&FBOVESPA must exercise their respective

Preemptive Rights through their custodians and according to the procedures and

rules established by BMF&BOVESPA.

Apportionment of Unsubscribed Debentures

4.5.4 Upon the exercise of the Preemptive Right, the subscribers intending to subscribefor the unsubscribed Debentures (Subscribers) must indicate, in the subscription

bulletin, their firm request for reservation of unsubscribed Debentures. Such

Subscriber must contact the relevant Bookkeeper or the custodian, as the case may

be, in order to be informed of the applicable procedure. The subscriber must

establish the maximum number Debentures which it intends to subscribe to as

unsubscribed Debentures, which entry in the subscription bulletin is a condition tothe effectiveness of its firm request for reservation of subscription of unsubscribed

Debentures set forth in the subscription bulletin, without the need of posterior


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confirmation.

4.5.5 The execution of the subscription bulletin will be valid as power of attorney to the

Issuer, the Bookkeeper, the custodian or BM&FBOVESPA, as the case may be, for

the execution of the subscription bulletin of unsubscribed Debentures, which shall

occur automatically after the calculation of unsubscribed Debentures, no newstatement by the Debentureholders being required.

4.5.6 If the total Debentures subject to firm requests for subscription of unsubscribed

Debentures is equal to or lower than the number of unsubscribed Debentures

available, all firm requests of reserve of subscription of unsubscribed Debentures

will be fully met.

4.5.7 If the total Debentures subject to firm requests for subscription of unsubscribedDebentures exceeds the number of unsubscribed Debentures, the proportional

apportionment between subscribers who made firm requests for subscription of

unsubscribed Debentures will be performed, and the unsubscribed Debentures mustbe apportioned proportionally to the number of Debentures subscribed by such

Shareholders or Assignees in the exercise of the Preemptive Right.

4.5.8 The fractional shares arising from the exercise of the Preemptive Right or from the

exercise of the right of subscription of unsubscribed debentures set forth in this

Section 4.5 shall be disregarded.

4.6 Convertibility of Debentures

Convertibility and Term to Exercise the Conversion

4.6.1 Subject to the other provisions contained herein, all outstanding Debentures will be

mandatorily and automatically converted into Units (as defined below) as of theMaturity Date (Mandatory Conversion).

4.6.1.1. Without prejudice to the Mandatory Conversion set forth in tem 4.6.1.above, the Debentures may be converted into Units (i) at any time, after the Lock-up

Period of Debentures, in whole or in part, at Debentureholders sole discretion, (ii) at

any time, including during the Lock-up Period of Debentures, under the EarlyConversion, pursuant to item 4.6.2. below; or (iii) at Issuers sole discretion, in the

event the Conversion by the Issuer and within the Conversion Period by the Issuer,

as set forth in items 4.6.3 and 4.6.3.1.

4.6.2 Debentureholders may convert their Debentures into Units, at any time, including

during the Lock-up Period, in the following events (Early Conversion):

(a) spin-off, incorporation, consolidation or merger of the Issuer by another company,

except if such corporate change is previously approved by Debentureholders

representing at least 75% (seventy five percent) of Outstanding Debentures (as

defined below), at a General Debentureholders Meeting called for this purpose;

(b) change or transfer of control (pursuant to the definition provided in Article 116 of the

Brazilian Corporation Law), direct or indirect, of the Issuer, granting minority

shareholders with the ownership interest right in public offering for acquisition of

shares for disposal of control (tag along rights);

(c) (A) settlement, dissolution or termination of the Issuer; (B) adjudication ofbankruptcy of the Issuer; (C) self-declared bankruptcy of the Issuer; (D) request of


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bankruptcy of the Issuer, not suppressed within the legal term; or (E) request of

judicial or extrajudicial recovery of the Issuer, regardless of deferral of the respective

request; and

(d) upon any issuance of shares, warrants or convertible debentures made through a

private placement where (i) where the shareholders of the Company are grantedpreemptive rights; and (ii) where the issuance price, subscription price or conversion

price, as the case may be, is lower than R$ 62.50 per Unit or R$ 12.50 per share,

provided that the provisions set forth under Sections 4.10.2 and 4.10.3 shall be

observed as well.

4.6.3 If the Plant, within thirty (30) months counted from the Pay Up Date, effectively,

cumulatively, within this period, produces and commercialize the amount of cellulose

equivalent to at least 300.000t (three hundred thousand tons) (Base Date and

Operating Plant Level), the Issuer may require, at any time, as from the forty eighth

(48th) month counted from the Pay Up Date, that all outstanding Debentures are

converted into Units (Conversion by the Issuer and Period of Conversion by theIssuer, respectively).

4.6.3.1.The delayed or early achievement of the Operating Plant Level in relation tothe Base Date shall imply the same delayed or early commencement of the Period

of Conversion by the Issuer, so that, for example, the delayed or early achievement

of the Operating Plant Level by the Plant of one month shall result in the delayed or

early commencement of the Period of Conversion by the Issuer of one month,

subject to item 4.6.3.1.1 below. The variation of the Period of Conversion by the

Issuer, considering an increase due to potential anticipation, shall be limited up to

two (2) years, that is, in this case, the right of Conversion by the Issuer may be

exercised as from the thirty sixth (36th

) month counted from the Pay Up Date.

4.6.3.1.1. The delayed achievement of the Operating Plant Level shall not affect,under any circumstance, the Mandatory Conversion of Debentures, which shall

occur no later than the Maturity Date, pursuant to item 4.6.1. above.

Conversion Price

4.6.4 The number of Units to be delivered to the Debentureholders, under the Conversion,shall be the result from the division of (a) the Unit Par Value of the Debentures; and

(b) the fixed price of R$62.50 sixty-two reais and fifty cents) per Unit (Conversion

Price); that is, each Debenture, upon the Conversion, shal l be equivalent to 1 (one)

Unit.4.6.5 The Compensation, Monetary Restatement and Profit Sharing set forth in items 4.9,

4.10 and 4.11, respectively, shall not be included in the calculation of the Conversion

Price.

4.6.6 The Conversion Price will occur simultaneously and be proportionally adjusted to

capital increases by bonus, splitting or reverse splitting of common and/or preferred

shares issued by the Issuer, on any account, which may occur as from the Issuance

Date, with no liens to Debentureholders and in the same proportion established for

such events. Accordingly, for example, (i) in case of reverse splitting of shares, the

Conversion Price must be multiplied by the same ratio related to the reverse splitting

of common and/or preferred shares issued by the Issuer; and (ii) in case of splittingof shares or bonus, the Conversion Price must be divided by the same ratio related


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to the splitting of common and/or preferred shares issued by the Issuer or by the

same ledger used for bonus.

Conversion Procedures

4.6.7 Subject to the Lock-up Period of Debentures and pursuant to item 4.6.1.1.(i),

Debentureholders intending to convert their Debentures into Units must send aconversion request notice (Conversion Notice by the Debentureholder), to its

custodian, if the Debentures held by it are held under custody of BM&FBOVESPA;

or (ii) to the Bookkeeper, if the Debentures held by it are not held under custody of

BM&FBOVESPA.

4.6.7.1.Debentureholders may convert all or a portion of the Debentures held by

them at their sole discretion, and they must indicate the number of Debentures they

intend to convert in the Conversion Notice by the Debentureholder, subject to the

terms and procedures set forth in this Deed of Issuance.

4.6.7.2. For both cases referred to in item 4.6.7. above, the Conversion Notice by theDebentureholder must be sent with return receipt, with a copy to the Issuer and the

Fiduciary Agent.

4.6.8 As of the Maturity Date of Debentures or the event conversion right is exercised by

the Issuer, subject to the Conversion Term by the issuer, the Issuer must send the

notice for conversion of all outstanding Debentures, with return receipt, to the

Bookkeeper and BM&FBOVESPA, with a copy to the Fiduciary Agent (Conversion

Notice by the Issuer).

4.6.8.1.The Issuer must publish the Notice to Debentureholders regarding theconversion as of the same date the Conversion Notice by the Debentureholder is

sent, pursuant to item 4.6.8.

4.6.9 For all legal purposes, the date of conversion of the Debentures will be the third

(3rd) Business Day counted from the receipt of the Conversion Notice by the

Debentureholder or the Request Notice by the Issuer, as the case may be (Date of

Conversion of Debentures). Conversion requests received by BM&FBOVESPA after

4:00pm (Brasilia time) will be accounted for on the next Business Day.

4.6.10 Subject to the operating procedures of BM&FBOVESPA and the Bookkeeper, as the

case may be, the following will be deposited to the Debentureholdersaccount, as of

the Date of Conversion of Debentures the number of units corresponding to thenumber of converted Debentures.

4.7 Form and Evidence of Debentures Ownership

4.7.1 The Debentures will be issued as nominative, book-entry debentures with no

certificates, provided that, for all legal purposes, the ownership of Debentures will be

evidenced by means of statement of the escrow account issued by the Bookkeeper,

and, also, BM&FBOVESPA.

4.8 Subscription Price and Payment Term and Payment Form

4.8.1 The Debentures will be subscribed and paid up at their adjusted Unit Par Value, innational currency. Whether subscribed under the exercise of the Preemptive Right or

under the exercise of subscription right of the Unsubscribed Debentures, the


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Debentures shall be paid up on January 6, 2014 (Pay Up Date).

4.8.2 The subscription of Debentures will be performed (i) through the procedures

provided by BM&FBOVESPA, if the Debentures are subscribed due to the

Preemptive Right of Shares held under custody of BM&FBOVESPA; or (ii) through

the procedures provided by the Bookkeeper, in all other cases.

4.9 Monetary Restatement

4.9.1 The Unit Par Value of Debentures, solely for purposes of calculation of

Compensation, will be adjusted by the variation factor of closing pricing of the selling

exchange rate of Reais per U.S. Dollars, available at SISBACEN Information

System of the Brazilian Central Bank (Central Bank), PTAX-800 operation, option

5, accounting pricing, currency 220, free market (Exchange Rate), calculated using

the rate of the Business Day immediately prior to the Pay Up Date and the rate of

the Business Day immediately prior to the Payment Date of Compensation of

Debentures for the respective period, according to the following formula:

where,

VNa = Adjusted Par Value until the date of payment, calculated with six (06) decimal

places, without rounding;

VNe = Par Value in the Pay Up Date, informed/calculated with six (06) decimal places,

without rounding;USn= amount of closing selling U.S. dollar rate (PTAX800 Option 5), of the Business Day

immediately prior to the Payment Date of Compensation of Debentures, informed with 4

(four) decimal places; and

US0= amount of closing selling U.S. dollar rate (PTAX800 Option 5), of the Business Day

immediately prior to the Pay Up Date, informed with 4 (four) decimal places.

The ratio from the division of amounts of exchange rate USn and US0 must be calculated

with 8 (eight) decimal places, without rounding.

4.9.1.1.The product of the monetary restatement will be added to the Par Value of

Debentures for purposes of calculation of the amount of any pecuniary obligation.

4.9.2 In the event of temporary unavailability, lack of calculation or disclosure by the

Central Bank of Brazil of the Exchange Rate, or also, in the event of termination

thereof upon payment of any pecuniary obligation set forth herein, the rate disclosed

by the Central Bank of Brazil in replacement thereto will be used instead and, in the

lack of the replacement rate, the Fiduciary Agent must obtain the average of pricing

of selling U.S. dollar exchange rate, calculated on the Business Day immediately

preceding, for settlement of financial operations in volumes equivalent to the

settlement of such pecuniary obligation with three (3) first biggest financial

institutions according to the list provided by the Central Bank, without the

applicability, however, upon the disclosure of the proper selling U.S. dollar exchangerate, of any financial setoffs, either by the Issuer or the Debentureholders.


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4.9.2.1. In the event of impossibility to use the Exchange Rate due to legalimposition, the rate disclosed by the Central Bank of Brazil in replacement thereto

will be used instead, if any, and, (i) in the lack thereof or in the event of legal

prohibition of the use of an exchange rate for calculation of the monetary

restatement of Par Value of Debentures, or (ii) in the lack of calculation ad/ordisclosure by the Central Bank of Brazil of the Exchange Rate for a period higherthan thirty (30) days after the estimated date for disclosure thereof, the Fiduciary

Agent must call the General Debentureholders Meeting, to be held within up to

twenty (20) days counted from the date of the event which gave rise to the call

notice of such general meeting in order to mutually establish with the Issuer the

parameter to be used, which must include the characteristics similar to the

restatement form set forth herein. Until the resolution of such parameter, and

provided that no pecuniary obligation falls due, event in which the provisions of item

4.9.2. above are applicable, for the calculation of the amount of any obligation set

forth herein, the last closing pricing of selling exchange rate of Reais per U.S.

Dollars disclosed by the Central Bank of Brazil.

4.9.2.2. If, during the General Debentureholders Meeting, the Issuer and the

Debentureholders representing at least three quarters (3/4) (three quarters) of thetotal Outstanding Debentures (as defined below) fail to reach an agreement on the

new monetary restatement parameter of such Debentures, the Fiduciary Agent must

call, within fifteen (15) days, a new General Debentureholders Meeting to resolve

on, by the majority of attending Debentureholders, the new monetary restatement

parameter.

4.10 Compensation

4.10.1 The Debentures shall be entitled to a interest corresponding to a percentage as setforth in the table of Section 4.10.1.1 below, base 252 (two hundred and fifty two)

business days, under the updated Unit par value as per item 4.9. above, and

calculated on a cumulative basis by incurred business days, based in a year of 252

(two-hundred and fifty-two) business days , since (i) the Pay Up Date; or (ii) the last

Payment Date of Debentures Compensation (as defined below), until the maturity

date, according to the following formula (Compensation of Debentures):

1 ctorInterestFaVNaJ where,

J = amount of the compensatory interest due in the debentures compensation PaymentDate (as defined below), calculated with 6 (six) decimal places, without rounding;

VNa = Restated nominal value according to the provisions of item 4.9.1 above, in thedebentures compensation Payment Date, calculated with 6 (six) decimal places, without

rounding; and

Interest Factor = fixed interest factor calculated with nine (09) decimal places, with rounding;

1

100

taxaFatorJuros

252

n


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where,

rate = a rate of 8 (eight fulls) per year that results in the table set forth in Section 4.10.1.1

below, according to the Payment Date to the Compensation of the Debentures; and

n = number of business days contained in the Period of Payment Date of DebenturesCompensation, being n a full number.

4.10.1.1.The Compensation of the Debentures shall be paid on the Payment Dateof Debentures Compensation, being applicable in each date the Percentage, as

set forth in the table below:

Payment Date of Debentures Compensation Percentage1st First Business Day after the 18t month

from the Pay Up Date

12,24%

2n First Business Day after the 24t month


3,92%

3rd First Business Day after the 36t month


8%

4t First Business Day after the 48t month


8%

5th First Business Day after the 60t month


8%

4.10.1.2. The period of payment of Compensation of Debentures ("Period forPayment of Interest of Debentures") is, for the first Period for Payment of Interest of

Debentures, the time interval that begins on the Pay Up Date, including, and ending

on the day immediately prior to the first date of payment of the Compensation of

Debentures, including, and for the other Periods for Payment of Interest ofDebentures, the time interval that starts at a Payment Date of Debentures

Compensation, including, and ending on the day immediately prior to the date of

payment of Compensation of subsequent debentures, including.

4.10.1.3. Each payment Period of Interest of Debentures succeeds the prior in order

to avoid interruption, until the maturity date.

4.10.1.4. The Issuer will deduct from the net payment to be made to the

Debentureholders any deductions and withholdings in respect of payment of taxes in

payment of the Compensation.

4.10.2 In the event the Issuer undertakes, at any time, a private issuance of shares,

warrants or convertible debentures ("Capitalization") in which (i) shareholders have

preemptive rights to subscribe to the Capitalization and (ii) the issue price of the


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shares and/or Units, the exercise price of the warrants or the price of conversion of

the convertible debentures, as applicable, is lower than R$62.50 (sixty-two reais and

fifty cents) per Unit or R$12.50 (twelve Brazilian reais and fifty cents) per share, the

Debentureholders shall have, as set forth in Section 4.6.4, the right to converts their

Debentures early.4.10.3 The Debentureholders that choose to convert the Debentures, due to the situation

described in Section 4.10.2 above, and effectively subscribe and pay up their

respective share of the Capitalization through the exercise of preemptive rightsrelated to the shares resulting from such conversion ("Debentures Converted in the

Capitalization"), will be entitled to the amount corresponding to the unpaid balance

of the Compensation mentioned in Section 4.10.1 above, to which there shall not be

charges, and such debt shall be paid in the same conditions and terms applicable to

the Compensation to which such holders would receive in case the conversion had

not been made until de Maturity Date or until the date de Issuer converts the

Debentures pursuant to Section 4.6.3 above, whichever occurs first, subject,however, to the following payment schedule:

Payment Date Balance

1st First Business Day after the

18th month from the Pay Up

Date

Amount regarding the first payment of

Compensation in relation to the

Debentures Converted in the

Capitalization.

2nd First Business Day after the


Date

Amount regarding the second payment of


Debentures Converted in theCapitalization.

3r First Business Day after the


Date

Amount regarding the third payment of



Capitalization.

4th First Business Day after the


Date

Amount regarding the fourth payment of



Capitalization.

5t First Business Day after the


Date

Amount regarding the fifth payment of



Capitalization.

4.11 Profit Sharing

4.11.1 Notwithstanding the Compensation specified in Item 4.10. above, each Debentureshall be entitled to profit sharing of the Issuer, to be paid under the same conditions

until the actual payment by the Issuer of any dividend, bonus in money or any

pecuniary advantage which may be transferred by the Issuer to its shareholders,

including interest on capital, redemption or amortization of shares ("Profit Sharing"),


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always so that each Debentureholder receives the same gross compensation it

would be entitled if he had already converted all of its Debentures into Units, in the

basis specified in item 4.6 above, provided that, however, any deductions and

withholdings as a collection of taxes incidents to the payment of Profit Sharing.

4.11.2 The Profit Sharing mentioned in item 4.11.1, above, will be due from the Pay UpDate, including, and during the lock-up period of the Debentures, being, however,

their distribution to Debentureholders retained until the expiration of that period. The

Profit Sharing may be withheld under the terms of this item 4.11.2 and shall be paid,by the Issuer, on the first business day following the 18th month from the Pay Up

date, adjusted by the Selic rate, pro rata basis, from the date of retention of the

Profit Sharing to the effective date of payment of such amounts withheld.

4.11.3 Additionally, it will be deducted from the amount payable to the Debentureholders

the value of Profit Sharing equivalent, in American Dollars to 2 (two) months of

Compensation under the Pre Fixed Rate of 8% (eight percent) per annum calculated

pro rata temporis, as provided in Section 4.10 above. This deduction will occur onthe first payment of Profit Sharing and other payments , as many as sufficient to

effect the full deduction under this item 4.11.3.

4.12 Fines and Interest in Arrears

4.12.1 In case of delay attributable to the Issuer to pay any amount due to

Debentureholders, including, without limitation, the payment of Compensation, its

arrears and unpaid by the Issuer, regardless of any notice, notification or judicial orextrajudicial, shall be subject to fines of 2% (two percent) and interestpro ratabasis

of 1% (one percent) per month, both charged on overdue amounts from the default

date until the date of actual payment.

4.13 Decrease of Accrued Rights

4.13.1 Without prejudice to item 4.12 above, the non-attendance to receive an amount

equal to any cash payable by the pecuniary obligations of the Issuer on the dates

provided in this Deed of Issuance or on the Notice to Debentureholders published by

the Issuer will not give him the right to receive any additional delay on the receiving,

being assured, as only the right acquired until the maturity date.

4.14 Form and Place of Payment

4.14.1 Payments relating to debentures and any other amounts payable by the Issuer

under this Deed of Issuance will be made by (i) the procedures adopted byBM&FBOVESPA for the Debentures which are held in custody at BM&FBOVESPA,

or (ii) the procedures adopted by Bookkeeper for the Debentures that are not in

custody at BM&FBOVESPA.

4.15 Term Extensions

4.15.1 It will be considered automatically extended until the first business day following the

deadlines for the payment of any monetary obligation under or arising from this

Deed of Issuance without any increase in the amounts payable if the relevant date

of payment coincides with the day which is not considered Business Day. For

purposes of this Deed of Issuance, it will be considered "Business Day" any day

other than a Saturday, Sunday, national holiday, municipal holiday in the City of SoPaulo, or that for any reason, there is not an expedient at BM&FBOVESPA.


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4.16 Publicity

4.16.1 All actions and decisions relating exclusively to the Issuance, in any way, that come

to engage, directly or indirectly, the interests of Debentureholders, at the reasonablediscretion of the Issuer, shall be published in the form of "Notice to

Debentureholders" on website on the worldwide web, on Valor Econmico, beingcertain that, in case the Issuer alters its publishing newspaper after the Issuance

Date, it shall notify the Fiduciary Agent informing the new vehicle and publish in the

former vehicle notice to the shareholders informing such change,.

5 SECTION FIVE ADDITIONAL OBLIGATIONS OF THE ISSUER

5.1 Issuer is, additionally, responsible for:

(a) provide to the Fiduciary Agent with:

(i) copy of its complete annual financial statements, on the same date on which

such statements are delivered to CVM, followed with the report ofindependent auditors, statements that will be prepared in accordance with

Brazilian regulations and accounting principles generally accepted in Brazil;

(ii) within a maximum of 90 (ninety) days after the end of each financial year, a

statement from the Investor Relations Officer of the Issuer certifying

compliance with the obligations of the Issuer described in this Deed of

Issuance;

(iii) within 10 (ten) Business Days, any information that might be requested by

the Fiduciary Agent in order to enable him to fulfill its obligations under this

Deed of Issuance;

(iv) copy of any relevant and timely information to CVM Instruction n. 480, of

December 7, 2009, as amended ("CVM Instruction 480"), in the same

frequency specified for submission of such information to CVM;

(v) on the same date of publication, the information transmitted in the manner

provided in Section 4.16. above;

(vi) Notices to Debentureholders", relevant facts, as well as the minutes of

general meetings and meetings of the board of directors that somehow

involve the interests of Debentureholders, at the sole discretion of the Issuer

on the same terms provided for in CVM Instruction 480, CVM Instruction n

358, of January 3, 2002, as amended (CVM Instruction 358) or, in there notprovided, in the term of 5 (five) business days from the date on which they

are (or should have been) published or, if not published, the date on which

they are performed;

(vii) information if any noncompliance is not remedied, of a pecuniary nature or

otherwise, of any sections, terms or conditions of this Deed of Issuance, in

the term of up to 10 (ten) Business Days from the date of breach, without

prejudice to item (e) below;

(viii) all financial data, chart and corporate acts required to provide the annual

report in accordance with CVM Instruction 28, which may be requested by

the Fiduciary Agent, which shall be duly forwarded by the Issuer within 30(thirty) days before the end of the term provided by CVM. The above chart of


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the corporate group of the Issuer shall contain, including controlling,

controlled by, common control, associates, and part of the control block, at

the end of each financial year; and

(ix) all other documents and information that the Issuer, in the terms and

conditions set forth in this Deed of Issuance, undertook to submit to theFiduciary Agent;

(b) submit, under applicable law, its accounts and balances to the audit of independent

auditors duly registered with CVM;

(c) always keep up its registry of securities issuer category "A" with CVM and to provide

its shareholders and the Debentureholders financial statements prepared and

approved, under Article 176 of the Brazilian Corporation Law and CVM Instruction

480;

(d) call, according to section Seven, General Debentureholders Meeting to deliberate

on any matter that directly or indirectly relates to the Issuance, if the Fiduciary Agentmust do it, pursuant to this Indenture, but fails to do;

(e) inform the Fiduciary Agent in within 10 (ten) Business Days on the occurrence of

any event referred to in item 4.6.2. of Section Four of this Deed of Issuance;

(f) comply with all determinations issued by CVM, including by means of sending

documents, also supplying information as requested;

(g) not execute transactions outside its corporate purpose, pursuant to the statutory,

legal and regulatory provisions in force;

(h) notify the Fiduciary Agent, on the same date of the notification to the CVM, about

any substantial change in the financial, economic, commercial, operational,

regulatory or corporate or conditions in the businesses of the Issuer that (i) makes it

impossible or materially makes it difficult for the fulfillment by the Issuer of its

obligations under this Deed of Issuance and the Debentures, or (ii) causes the

statements provided by the Issuer to CVM or the financial information no longer

reflect the actual financial condition of the Issuer;

(i) fails to perform any act contrary to their By-laws and to this Deed of Issuance,

particularly those that may directly or indirectly compromise the full and timely

compliance with the obligations undertaken with the Debentureholders;

(j) maintain employed, during the term of validity of the Debentures, at its expense, theLiquidator Bank, the Bookkeeper, the Fiduciary Agent and BOVESPAFIX, making

the payment for such services promptly;

(k) provide the payment of all expenses proved by the Fiduciary Agent, deemed

necessary to protect the rights and interests of the Debentureholders or to realize its

credits, including attorneys fees and other expenses and costs incurred by virtue of

collection of any amount due to the Debentureholders under the terms of this Deed

of Issuance;

(l) maintain valid and regular, during the term of validity of the Debentures and

provided that there are outstanding Debentures, the statements made in this Deed

of Issuance, as applicable


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(m) notify Debentureholders and Fiduciary Agent if any of the statements made in this

Deed of Issuance become wholly or partially untrue, incomplete or inaccurate, within

5 (five) business days of the date at which he became aware of the event that made

the untrue statement incomplete or incorrect; and

(n) maintain the program of share deposit certificates comprising one (1) commonShare and 4 (four) preferred Shares issued by the Issuer (Units); and

(o) listing and maintaining the Units listed in the special listing segment "Level 2" of the

BM&FBOVESPA, which shall occur on the date of accession to that segment, prior

to the conversion of the debentures into Units.

5.2 The expenses referred to in item (k) of subparagraph 5.1. above comprise, amongothers, the following:

(a) press release of reports, notices, and notifications, as set forth in this Deed of

Issuance, and others that might be requested by applicable regulations;

(b) extraction of certificates;

(c) travel expenses, conference calls and telephone contacts, accommodation,

transport and food, when these are necessary to perform the duties of the FiduciaryAgent, observed that the Fiduciary Agent, however, hereby acknowledges and

agrees with the risk of not having such expenses reimbursed by the Issuer if they

have not been previously approved and implemented in disagreement with (i)

criteria of common sense and reasonableness generally accepted in commercial

relations of gender, and (ii) the fiduciary function that is inherent to him; and

(d) any additional, special or expert surveys that may be necessary if omissions and/or

vagueness occur in the relevant information to the specific interests of thedebentureholders.

5.2.1 The credit of the Fiduciary Agent for expenses incurred to protect rights and

interests to make credits of Debentureholders, which has not been settled pursuant

to item (k) of subparagraph 5.1. of this Section Five, shall be added to the debt of

the Issuer and shall have priority to the same privileges of the Debentures,

preferring those in the payment order.

5.2.2 All expenses, including administrative and legal proceedings in which the FiduciaryAgent may incur to protect the interests of Debentureholders shall be, whenever

possible, previously approved and advanced by the Debentureholders and,

thereafter, as provided by law, indemnified by the Issuer. Such expenses to be paidin advance by Debentureholders also include expenses with attorney's fees from

third parties, deposits, fees and court fees in shares proposed by the Fiduciary

Agent, as representative of the Debentureholders. Any expenses, deposits and court

costs arising from collapsing in lawsuits shall be borne equally by the

Debentureholders and the remuneration of Fiduciary Agent in the event the Issuer

remains in default in relation to the payment of this for a period exceeding 30 (thirty)

calendar days, the Fiduciary Agent may request guaranty to the Debentureholders

to cover the risk of suit.

5.2.3 The Fiduciary Agent shall provide to the Issuer, for purposes of compensation, the

proof of expenses incurred pursuant to Section 5.2.1 above within 180 (one hundredand eighty) days from the date the expense occurred.


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6 SECTION SIX FIDUCIARY AGENT

6.1 The Issuer hereby indicates and appoints as the fiduciary agent of the IssuancePENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS,

duly qualified above, which, hereby, accepts such appointment to, under the terms

of applicable law and this Deed of Issuance, represent before the Issuer the

common interests of the Debentureholders.

6.2 The Fiduciary Agent, as duly appointed in this Deed of Issuance, declares, under thepenalties of applicable law, the following:

(a) it accepts the position to which it was appointed and fully assumes the rights and

obligations set forth in the applicable legislation and in this Deed of Issuance;

(b) it is aware of and fully accepts this Deed of Issuance, including the sections and

conditions thereof;

(c) it is duly authorized to execute this Deed of Issuance and to comply with itsobligations set forth herein, in accordance with all legal requirements and statutory

conditions;

(d) the execution of this Deed of Issuance and the performance of its obligations set

forth herein do not violate any of the obligations previously undertaken by the

Fiduciary Agent;

(e) it is not subject to any legal prohibition, as set forth in paragraph three, article 66, of

the Brazilian Corporation Law, to hold the respective position;

(f) it is not in conflict of interests, as set out in article 10 of CVM Instruction no 28, of

November 23, 1983, as amended (CVM Instruction 28);(g) it is duly qualified to exercise the fiduciary agents activities, under applicable and

current regulation;

(h) it does not have any relationship with the Issuer which would avoid the exercise of

its duties;

(i) it is aware of the provisions set forth in BACEN Circular No. 1832, of October 31,

1990, as amended;

(j) it verified the accuracy of the information included in this Deed of Issuance,

according to the information and documents provided by the Issuer;

(k) the person that represents the fiduciary agent on the execution of this Deed of

Issuance has full powers for such;

(l) this Deed of Issuance represents a legal, valid, effective and binding obligation of

the Fiduciary Agent, enforceable according to the terms and conditions thereof, as

an extrajudicial execution instrument, as prescribed by article 585 of the Civil Code;

and

(m) as set forth in CVM Instruction 28, on the execution date of this Deed of Issuance,

based on the flowchart provided by the Issuer, it does not provide services as a

fiduciary agent.

6.3 The Fiduciary Agent shall exercise its duties from the date of execution of this Deedof Issuance to the Maturity Date, until all main and extraordinary obligations set forth


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in this Deed of Issuance are performed, or until its effective replacement.

6.4 The Issuer shall pay to the Fiduciary Agent, as fees for its obligations and duties,under the terms of applicable legislation and regulation and this Deed of Issuance,the following compensation: annual installments of R$18,000.00 (eighteen thousand

reais), which first payment shall be due on the 5th(fifth) Business Day following theexecution date of this Deed of Issuance and the other payments shall be due on the

same day of the following years (Fees).

6.4.1 The Fees due to the Fiduciary Agent, as described in Item 6.4 above, shall be

increased with: (i) ISS (Taxes Over Services of Any Nature); (ii) PIS (Contribution for

the Social Integration Program); (iii) COFINS (Contribution for Financing of the

Social Security); and (iv) any other taxes which may be held under the Fees of the

Fiduciary Agent; except for the IRRF (Withholding Income Tax) in the current taxes

in the dates of each payment and the CSLL (Social Contribution under Net Profit).

6.4.2 The Fees of the Fiduciary Agent shall be annually readjusted by the accumulatedvariation of the IGP-M, or in the lack of this, or even in the prohibition of the usage,

by the index which comes to replace it, from the date of the first payment, calculatedpro rata die, if necessary.

6.4.3 In case of penalty interest in the payment of the compensation of the Fiduciary

Agent, the debts in delay shall be subject to penalty interest of 1% (one percent)

each month and non-compensatory fine of 2% (two percent) under the amount due,

being the debt amount in delay subject to monetary restatement by the Market Price

General Index IGP-M, levied since the default date to the effective date of

payment, calculatedpro rata die.

6.4.4 The compensation of the Fiduciary Agent shall be due even after the maturity ofDebentures, in case the Fiduciary Agent is still acting, on behalf of the

Debentureholders, in the collection of default not solved by the Issuer.

6.5 Besides others set forth in law, or in CVM normative act or in this Deed of Issuance,constitute roles and responsibilities of the Fiduciary Agent:

(a) to protect the rights and interests of Debentureholders, using, in the performance of

duties, the care and diligence that any active and trustworthy person uses in

managing its own property;

(b) to resign to the function, in the event of occurrence of conflicts of interest or any

other type of disability;(c) to keep carefully every bookkeeping, correspondence and other paper related to the

exercise of its functions;

(d) verify, when accepting the duties, the accuracy of the information included in this

Deed of Issuance, endeavoring all measures to resolve omissions, failures or

defects detected;

(e) to register, in the event the Issuer fails to do so with the competent public office, this

Deed of Issuance and notarize the respective amendments, by resolving gaps and

irregularities eventually identified; in this case, the public notary shall notify the

Issuer to provide the indications and documents required(f) to monitor the observance of the frequency in the provision of mandatory information


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by the Issuer, alerting the Debentureholders about eventual omissions and untruths

of such information;

(g) to issue a report on the sufficiency of the information contained in the proposals for

changes to the conditions of the Debentures, as the case may be;

(h) to request, when deemed necessary to the full compliance with its duties,certificates within the term of effectiveness of the civil distributors, Public Treasury

Courts, Protest Notary Offices, Labor Courts, Federal Justice Courts and

Prosecution Office of the Public Treasury of the jurisdiction where the Issuer is

headquartered, as well as the other judicial districts in which the Issuer is able to

exercise its activities;

(i) request, when deemed necessary, the Issuers extraordinary audit;

(j) request, when necessary, General Debentureholders Meeting, upon notice, at least

three (3) times, through press media used by the Issuer to disclose its publications;

(k) attend General Debentureholders Meeting in order to provide the information

requested;

(l) prepare reports to the Debentureholders, under item b, paragraph 1, article 68, of

the Brazilian Corporate Law, which shall include, at least, the following information:

(i) possible omission or mistake, that it is aware of, included in the informationdisclosed by the Issuer or, also, default or delay in the mandatory disclosure

of information by the Issuer

(ii) statutory changes for the period;

(iii) comments on the financial statements of the Issuer, focusing on theeconomic indicators, financial indicators and capital structure;

(iv) position of the distribution or placement of Debentures in the market;

(v) redemption, amortization, renewal and payments of the Remuneration of

Debentures realized in the period, as well as acquisitions and sales of the

debentures by the Issuer;

(vi) monitoring of the allocation of funds, according to the information obtained

with the administrators of the Issuer;

(vii) list of assets and amounts delivered to the administration;

(viii) compliance of other obligations undertaken by the Issuer in this Deed of

Issuance;

(ix) other public or private issuances of debentures, performed by the Issuer,

associate company, controlled, holding or company comprising the same

economic group of the issuer in which it has operated as fiduciary agent in

the period, as well as the following information on such issuances:

(a) corporate name of the issuing company;

(b) issuance price;


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(c) number of debentures issued;

(d) type;

(e) term of maturity of debentures issued;

(f) redemption, amortization, conversion, renewal and default in theperiod.

(x) statement about its capacity to continue serving as a Fiduciary Agent

(m) to deliver the report mentioned in item "n" above to Debentureholders not later than

4 (four) months from the close of the fiscal year of the Issuer, at least in following

locations:

(i) at the Issuers headquarters;

(ii) at the Fiduciary Agents headquarters;

(iii) at CVM; and

(iv) at BM&FBOVESPA.

(n) disclose, through the public media used by the Issuer to disclose its notices, a notice

to the Debentureholders informing that the report is available at the locations

indicated in item o above;

(o) maintain updated the list of the Debentureholders and the addresses thereof, upon

request, inclusive, of information with the Issuer, Bookkeeper and BM&FBOVESPA,

and, for the purpose of the provisions in this item, the Issuer and the

Debentureholders through subscription and payment of the Debentures, hereby

authorize, since now, the Liquidator and the Bookkeeper to comply with anyrequests made by the Fiduciary Agent, including regarding the issuance, at any

time, of the ownership position of the Debentures;

(p) monitor the compliance with the sections set forth in this Deed of Issuance and with

the negative and positive obligations determined by the Issue;

(q) to notify the Debentureholders, individually if possible, within ten (10) business days,

of any default by the Issuer, of obligations undertaken in this Deed of Issuance,

indicating the place in which will provide further information to the interested.

Communication of equal content must be sent to CVM and to BM&FBOVESPA;

(r) disclose the information referred in item ix of item l above in its website on theworldwide web as soon as it has become aware of such information; and

(s) make available to the Debentureholders and other participants of the Market,

through its call center and/or its website, the calculation of the unit par value of the

Debentures carried out by the Fiduciary Agent along with the Issuer.

6.6 The Fiduciary Agent shall use any judicial or extrajudicial procedures against theIssuer for the protection of the common interests of the Debentureholders in the

performance of its credits, and must, in cases of default by the Issuer:

(a) observing the terms and conditions set forth in this Deed of Issuance, to declare the

Default of the Debentures and collect the pecuniary values due pursuant to theterms of this Deed of Issuance;


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(b) as the case may be, to require the bankruptcy of the Issuer, pursuant to the terms of

the applicable legislation;

(c) take all necessary measures to realize the credits of the Debentureholders; and

(d) as the case may be, to represent the Debentureholders in process of bankruptcy,judicial or extrajudicial of the Issuer.

6.6.1 O Fiduciary Agent shall solely be exempted from the responsibility for the non-adoption of the measures set forth on items a and d ifauthorized at the General

Debentureholders Meeting.

6.7 The Fiduciary Agent shall not issue any opinion or make any judgment on theguidance on any issue of fact that is the power of definition by Bondholders,

pledging merely acting in accordance with the instructions forwarded to it by

Debentureholders . In this sense, the Fiduciary Agent has no responsibility for the

outcome or the legal effects arising from strict compliance with the guidelines of the

Bondholders he transmitted as defined by the Debentureholders and played againstthe Issuer irrespective of any damage that may be caused as a result this or the

Issuer to the Debentureholders. The role of the Fiduciary Agent is limited to the

scope of CVM Instruction 2 , as amended and pertinent articles of the BrazilianCorporations Law, which itself is exempt, in any form or pretext of any additional

liability that has not passed the relevant legislation.

6.8 Without prejudice to the duty of care of the Fiduciary Agent, the Fiduciary Agent willassume that the original documents or certified copies of documents submitted by

the issuer or by third parties on request were not subject to tampering or fraud. The

Fiduciary Agent shall not also be responsible, under any circumstances, for the

preparation of corporate documents of the Issuer, which remain under legalobligation of the Issuer and regulatory to draft them under applicable law.

6.9 The acts or demonstrations by the Fiduciary Agent, to establish responsibility for theDebentureholders and/or withdraw from third party obligations to them as well as

those related to the due performance of the obligations hereunder, shall be valid

only when previously so decided by the Debentureholders in a General Meeting.

6.10 In the event of absence or temporary absence, waiver, intervention, settlement,judicial or extrajudicial dissolution or termination, or any other type of absence of the

Fiduciary Agent of the Issuance, within 30 (thirty) consecutive days, at most,

counted from the generating event, the General Meeting of Debentureholders shall

be held to appoint the new Fiduciary Agent of the Issuance, which may be requested

by the Fiduciary Agent to be replaced, the Issuer, Debentureholders that represent,at least, 10% (ten percent) of the Outstanding Debentures (as defined above) or

CVM. In the event such request does not take place within 15 (fifteen) consecutive

days before the abovementioned term, the Issuer shall request such meeting, it

being understood that CVM may appoint the temporary substitute while the process

to appoint the new Fiduciary Agent of the Issuance is not concluded. The

replacement shall not represent greater compensation to the new Fiduciary Agent.

6.10.1 In the event the Fiduciary Agent is not able to continue exercising its duties due to

any circumstance occurred after the execution of this Deed of Issuance, the

Fiduciary Agent shall promptly report the matter to the Issuer and Debentureholdersand request for replacement;


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6.10.2 It is made available to Debentureholders, after the closing date for the subscription

of the total amount of Debentures, to proceed with the replacement of the Fiduciary

Agent, and the appointment of his substitute, in a general meeting of

Debentureholders, specifically convened for this purpose.

6.10.3 In the event the Fiduciary Agent is effectively replaced, the substitute shall receivethe same compensation granted to the Trustee under the same terms and

conditions. This compensation may be changed and jointly agreed between the

Issuer and the new Fiduciary Agent, provided that previously approved by the

General Meeting of Debentureholders.

6.10.4 In any event, the replacement of the Fiduciary Agent shall be subject to prior

communication to the CVM, in compliance with the requirements set forth in article 9

of CVM Instruction 28.

6.10.5 The substitute of the Fiduciary Agent shall immediately be object to such

amendment of this Deed of Issuance, which must be registered in the terms of item2.2.1 above.

6.7.5.1. The substitute Fiduciary Agent shall immediately report such appointment to

the Debentureholders according to item 4.16 above.

6.10.6 The rules and regulations enacted by CVM shall be applicable to such replacement

conditions.

7 SECTION SEVEN GENERAL MEETING OF DEBENTUREHOLDERS

7.1 The Debentureholders shall, at any time, request the general meeting(Debentureholder General Meeting), according to the provisions under article 71 of

the Brazilian Corporate Law, in order to resolve the joint interests of theDebentureholders.

7.2 The General Debentureholders Meeting shall be requested by the Fiduciary Agent,Issuer, and Debentureholders representing, at least, 10% (ten percent) of

Outstanding Debentures or CVM.

7.3 ,The dispositions in the Brazilian Corporate Law regarding the GeneralShareholders Meetings shall be applicable to the General Debentureholders

Meeting.

7.3.1 The General Debentureholders Meeting shall be presided, respectively, by, the

Debentureholder elected by the other Debentureholders attending theDebentureholders General Meeting, to the Issuer, or the one appointed by CVM.

7.4 The General Debentureholders Meeting shall be installed on first call, with theattendance of holders of no less than half of the Outstanding Debentures, and on

second call, with any attendance.

7.5 Each outstanding debenture shall be entitled with the voting rights at the GeneralDebentureholders Meetings, which decisions, except for the cases set forth in this

Deed of Issuance and the item above, shall be taken by Debentureholders

representing 50% (fifty percent) plus one of the Outstanding Debentures, it being

authorized the appointment of attorneys-in-fact, Debentureholders or not.

7.5.1 Any amendments in the term of effectiveness of Debentures, in the Compensation,


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in the Profit Sharing and Convertibility of the Debentures, in the decision Quorum of

the General Debentureholders Meeting, in the events of Early Conversion and in thecase of resignation or discharge of compliance of certain obligations (waiver),

regarding the subjects set forth in Sections 3.2., 4.10.2., 4.10.3. e 5.1.(c) (g) (i) (n)

(o) of this Indenture, shall be approved by Debentureholders representing 75% (fifty-five percent) of the Outstanding Debentures.

7.6 With respect to the quorum for realization and/or resolution referred to in thisSection Seven, Outstanding Debentures shall comprise all outstanding debentures

in the market, less the Debentures held in treasury by the Issuer, or otherwise held

by its controlling companies or any of its controlled companies or affiliated

companies, as well as the respective executive officers or directors and respective

second level relatives (Outstanding Debentures).

7.7 The attendance of the Issuers legal representatives at the GeneralDebentureholders Meetings is not mandatory.

7.8 The Fiduciary Agent shall attend to the General Debentureholders Meeting andprovide to the Debentureholders the information requested.

8 SECTION EIGHT REPRESENTATIONS OF THE ISSUER

8.1 The Issuer herein represents and warrants the following:

(a) to be a company duly organized, established and existing as a privately-held

company according to the Brazilian law, with registration before CVM of Securities

Issuer Category A;

(b) to be duly authorized and to have obtained all necessary permits and authorizations,

including corporate permits and authorizations, to execute this Deed of Issuance,the issuance of the Debentures the fulfillment of its obligations set forth herein, in

accordance with all legal and statutory requirements deemed necessary for such;

(c) the issuers legal representatives signing this Deed of Issuance have powers

granted under the bylaws and/or delegated to incur, on behalf of the Issuer, the

obligations established and, as such, have the lawfully granted powers in full force;

(d) the execution of this Deed of Issuance and the fulfillment of its obligations provided

herein do not violate or conflict with (a) any agreement or document in which the

issuer is party or whereby any of its related assets and properties shall be bound,

nor shall represent (i) early maturity of any obligation set forth in these agreements

or instruments; (ii) creation of any lien on any asset or property of the issuer; or (c)

termination of any of these agreements or instruments; (b) any law, decree or

regulation to which the issuer or any of its assets and properties shall be bound; or

(c) any order, decision or administrative, judicial or arbitration court decision against

the issuer or any of its related assets and properties;

(e) there is no relationship between the Issuer and the Fiduciary Agent which would limit

the Fiduciary Agent to fully exercise its duties;

(f) to comply with all obligations assumed under this Deed of Issuance, including, but

not limited to, the obligation to allocate the proceeds from the issuance as set forth

in item 3.4 hereof; and(g) This Deed of Issuance constitutes a legal obligation, valid and binding of the Issuer,


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enforceable according to its terms and conditions.

9 SECTION NINE NOTICES

9.1 All documents and notices shall always be provided in writing, as well as the

physical means that contain documents or communications, to be sent by any of theParties hereunder, pursuant to the Terms of this Deed of Issuance, and shall be

forwarded to the following addresses:

9.1.1 To the Issuer:

KLABIN S.A.

Avenida Brigadeiro Faria Lima, n. 3.600

So PauloSP

At.: Antonio Sergio Alfano

Phone.:(11) 3046-8401

Fax: (11) 3046-5833E-mail: [email protected]

9.1.2 To the Fiduciary Agent:

PENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS

Avenida das Amricas, No. 4200, Bloco 4, Sala 514

CEP 22640-102

Rio de JaneiroRJAtt.: Mr. Marco Aurlio Ferreira) / Mrs. Nathalia Machado Loureiro, Marcelle Motta

Santoro and Mr. Marco Aurelio Ferreira

Phone.:(021)3385-4565

Fax: (021)3385-4046

E-mail: [email protected]

9.2 The notices related to this Deed of Issuance shall be deemed delivered upon receiptof confirmation or notice of receipt issued under protocol or telegram at the

addresses above. Notices sent via email shall be deemed received on the date they

are sent, provided that their receipt is confirmed by way of a transmission

confirmation report (report issued by sender's fax machine) followed by telephoneconfirmation. The respective originals shall be mailed to the addresses above within

no later than 2 (two) business days after message transmission. Change of any

address as indicated above shall be communicated to the other Party by the Party

having its address changed.

10 SECTION TEN GENERAL PROVISIONS

10.1 Waiver of any rights under this Deed of Issuance shall not be presumed. No delay,omission or negligence in the exercise of any right or remedy entitled to one Party, inview of any non-compliance with the other Partys obligations, shall affect such

rights or remedies, or shall otherwise be construed as a waiver of such rights or

remedies or agreement with such non-compliance, nor shall represent novation or

modification of any other modifications assumed by the Issuer in this Indenture orprecedent condition related to any other non-compliance or delay.


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10.2 This Deed of Issuance shall be executed on an irrevocable and irreversible basisand shall bind the parties and successors thereto, except in cases of non-

compliance with the requirements related in Section Two, obligating the Parties by

themselves and their successors.

10.3 If any provision of this Deed of Issuance is held invalid or unenforceable, all otherprovisions not held invalid or unenforceable shall prevail, and the parties undertake,

in good faith, substitute the affected provision with one which, to the fullest extent

possible, have the same effects.

10.4 This Deed of Issuance and the Debentures constitute extrajudicial executioninstrument, pursuant to terms of Article 585, items I and II of the Brazilian Code of

Civil Procedure, being aware that such obligations are subject to specificperformance as provided for articles 632 et. seq., from the Brazilian Code of Civil

Procedure.

11 SECTION ELEVEN APPLICABLE LAW AND VENUE

11.1 This Deed of Issuance governed by the laws of the Federative Republic of Brazil.

11.2 The parties select the courts in the Judicial District of So Paulo, excluding any

other, as the courts with jurisdiction to settle any and all disputes arising out of thisDeed of Issuance.

In witness whereof, the parties execute this Deed of Issuance, in 2 (two), counterparts of

same form and substance, in the presence of the 2 (two) undersigned witnesses.

So Paulo, November 28, 2013.

[Remainder of Page Intentionally Left Blank.]

Signature Page to the Private instrument of Deed of Issuance of 6th (sixth) Issuance of

Debentures, Mandatorily Convertible into Shares, of Subordinated Class, in a Single Series,

for Private Placement, of Klabin S.A.

KLABIN S.A.


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Name:

Title:

PENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS

Name:

Title:

Witnesses:

1 _______________________________Name

ID:

CPF:

2 _______________________________Name

ID:

CPF:

Documents

PRIVATE INSTRUMENT OF ISSUANCE OF DEBENTURES