FIRST SUPPLEMENTAL INDENTURE Dated as of August 31, 2010 to INDENTURE Dated as of September 25, 2009First Supplemental Indenture • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 31, 2010 (this “Supplemental Indenture”), among Voto-Votorantim Overseas Trading Operations V Limited (herein called the “Company”), a limited liability company duly organized and existing under the laws of the Cayman Islands, having its principal office at the offices of Walkers Corporate Services Limited, Walker House, 87 Mary Street, P.O. Box 908GT, George Town, Grand Cayman KYI 9005, Cayman Islands, Votorantim Participações S.A., Votorantim Cimentos S.A. and Companhia Brasileira de Alumínio, each of which is a corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (each, a “Guarantor” and together, the “Guarantors”), and Deutsche Bank Trust Company Americas, a New York banking corporation duly organized under the laws of the State of New York, as trustee (the “Trustee”).
VOTORANTIM CIMENTOS S.A., as the Company, DEUTSCHE BANK TRUST COMPANY AMERICAS as Transfer Agent, Paying Agent and Security Registrar, THE BANK OF TOKYO- MITSUBISHI UFJ, LTD. as Principal Paying Agent, VOTORANTIM PARTICIPAÇÕES S.A. and VOTORANTIM...Indenture • April 17th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
THIS INDENTURE, dated as of April 5, 2011 among Votorantim Cimentos S.A., a validly organized corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (the “Company”), having its principal office c/o Votorantim Participações S.A., Rua Amauri 255 - 13th Floor, 01448-000 São Paulo, SP – Brazil, Votorantim Participações S.A., a validly organized corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (“VPar”), and Votorantim Industrial S.A., a validly organized corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (“VID,” each of VPar and VID being a “Guarantor” and together, the “Guarantors”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as New York paying agent (the “New York Paying Agent”), as transfer agent (the “Transfer Agent”) and registrar (the “Security Registrar”), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as principal paying ag
FORM OF DEPOSIT AGREEMENT by and among VOTORANTIM CIMENTOS S.A. AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER...Deposit Agreement • May 29th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
DEPOSIT AGREEMENT, dated as of May , 2013, by and among (i) Votorantim Cimentos S.A., a sociedade por ações organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly-owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
VOTO-VOTORANTIM LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, DEUTSCHE BANK AG, LONDON BRANCH as Paying Agent and Transfer Agent, DEUTSCHE BANK LUXEMBOURG, S.A. as Registrar and VOTORANTIM PARTICIPAÇÕES S.A., VOTORANTIM CIMENTOS...Indenture • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
THIS INDENTURE, dated as of April 28, 2010 among Voto-Votorantim Limited, an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands (the “Company”), having its principal office at Walker House 87, Mary Street, George Town, Grand Cayman KYI-9005, Cayman Islands, Votorantim Participações S.A., a validly organized corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (“VPar”), Votorantim Cimentos Brasil S.A., a validly organized corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (“VCB”), and Companhia Brasileira de Alumínio, a validly organized corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (“CBA,” each of VPar, VCB and CBA being a “Guarantor” and together, the “Guarantors”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), Deutsche Bank AG, London Branch as paying agent (the “Payin
FIRST EKF FACILITY LETTER DATED 22 FEBRUARY 2011 Between Votorantim Cimentos SA as Borrower Votorantim Participações S.A. and Votorantim Industrial S.A. as Guarantors HSBC Bank PLC as Mandated Lead Arranger Eksport Kredit Finansiering A/S as Lender...First Ekf Facility Letter • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
SECOND SUPPLEMENTAL INDENTURE Dated as of August 31, 2010 to INDENTURE Dated as of June 24, 2005Second Supplemental Indenture • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 31, 2010 (this “Supplemental Indenture”), among Voto-Votorantim Overseas Trading Operations IV Limited (herein called the “Company”), a limited liability company duly organized and existing under the laws of the Cayman Islands, having its principal office at the offices of Walkers Corporate Services Limited, Walker House, 87 Mary Street, P.O. Box 908GT, George Town, Grand Cayman KYI 9005, Cayman Islands, Votorantim Participações S.A., Votorantim Cimentos S.A. and Fibria Celulose S.A. (formerly known as Votorantim Celulose e Papel S.A.), each of which is a corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (each, a “Guarantor” and together, the “Guarantors”), and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), a national banking association duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).
PRIVATE DEED INSTRUMENT CONCERNING THE THIRD ISSUANCE OF SIMPLE DEBENTURES, NON–CONVERTIBLE INTO SHARES, IN A SINGLE UNSECURED SERIES, WITH THIRD PARTY GUARANTEES, FOR PUBLIC DISTRIBUTION WITH RESTRICTED PLACEMENT EFFORTS OF VOTORANTIM CIMENTOS S.A.Private Deed Instrument • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
VOTORANTIM CIMENTOS S.A., a privately–held company based in the City of São Paulo, in the State of São Paulo, address Praça Prof. Jose Lanes, No. 40, 9° andar, registered with the CNPJ/MF under number 01.637.895./0001–32, represented in this writ in the form of its Company Statutes (“Issuer”);
ELECTRIC POWER PURCHASE AND SALE AGREEMENTElectric Power Purchase and Sale Agreement • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
VOTENER - VOTORANTIM COMERCIALIZADORA DE ENERGIA LTDA., a private legal entity and distributor of electrical power with headquarters at Praça Ramos de Azevedo, N° 254, - 5º Andar, Bairro Centro, Município de São Paulo, Estado de São Paulo/SP, CEP: 01037-912. It is registered in the CNPJ/MF (Ministry of Finance Legal Entities Registry) under No.: 03.984.862/0001-94, State Registration No.: 115.970.590.118 and is represented herein pursuant to its Articles of Association by the undersigned legal representatives, hereinafter referred to as the SELLER; and;
Corporate Operating Procedure Service Level Agreement Code Revision 1.0 Area CCTI Pages 1 of 12Service Level Agreement • April 17th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
SCHEDULE OF OMITTED CONTRACTS FOR THE PROVISION OF ENERGY SERVICES FROM VOTENERPurchase and Sale Agreement for Electric Energy • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
As the below purchase and sale agreements for electric energy are identical in every case except for the point of delivery, term of the agreement, price per megawatt, total megawatt amount and purchaser details, we have, for ease of reference, filed only one purchase and sale agreement for electric energy, as well as all subsequent amendments, as Exhibits 10.3, 10.4 and 10.5, respectively, and provided this schedule to indicate the agreements that we have omitted from filing as exhibits to this Amendment No. 1 to Form F-1.
COST SHARING AGREEMENTCost Sharing Agreement • April 17th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
SUPPLEMENTAL INDENTURESupplemental Indenture • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
SUPPLEMENTAL INDENTURE dated as of March 1st, 2006, among Voto-Votorantim Overseas Trading Operations IV Limited (herein called the “Company”), a limited liability company duly organized and existing under the laws of the Cayman Islands, having its principal office at Walkers SPV Limited, Walker House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands, Votorantim Participações S.A. and Votorantim Celulose e Papel S.A., each of which is a validly organized corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil, and Votorantim Cimentos Brasil Ltda., a validly organized limited liability company (sociedade limitada) duly organized under the laws of the Federative Republic of Brazil (each, a “Guarantor” and together, the “Guarantors”), JPMorgan Chase Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as New York paying agent (the “
Votorantim VC_SANTA HELENA q Energy GECON VE.: 0248/10 – GECON VC: 0257/10 SECOND TERM OF AMENDMENT TO THE ELECTRIC POWER PURCHASE AND SALE AGREEMENT AGREED UPON BETWEEN VOTENER – VOTARANTIM COMERCIALIZADORA DE ENERGIA LTDA. AND VOTARANTIM CIMENTOS S.A.Electric Power Purchase and Sale Agreement • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
VOTENER – VOTARANTIM COMERCIALIZADORA DE ENERGIA LTDA., a private legal entity, a distributor of electrical power, headquartered at Praça Ramos de Azevedo, n°. 254 – 5th floor, in the Centro district in the Municipality of São Paulo, in the State of São Paulo/SP, CEP 01037-912, registered under CNPJ/MF n°. 03.984.862/0001-94, State Registration under n°. 115.970.590.118, by its legal representatives signed below, in the terms of its Company Bylaws, herein referred to as SELLER; and
VOTORANTIM CIMENTOS S.A. [ ] Units, including in the Form of American Depositary Shares Form of Underwriting and Placement AgreementUnderwriting and Placement Agreement • June 14th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
Votorantim Cimentos S.A. (the “Company”), a sociedade por ações incorporated under the laws of the Federative Republic of Brazil (“Brazil”), agrees to sell to the several Underwriters listed in Schedule 1 hereto (the “International Underwriters”), for whom Banco BTG Pactual S.A. – Cayman Branch, Credit Suisse Securities (USA) LLC, Itau BBA USA Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of [ ] units (the “Units”), each of which represents one common share and two preferred shares, each with no par value, of the Company (together, the “Shares”), including in the form of American Depositary Shares (the “Firm ADSs”).
VC_SANTA HELENA Votorantim GECON VE.: 249/10 - GECON VC: 257/10 Energy FIRST AMENDMENT TO THE ELECTRIC POWER PURCHASE AND SALE AGREEMENT BETWEEN VOTENER - VOTORANTIM COMERCIALIZADORA DE ENERGIA LTDA. AND VOTORANTIM CIMENTOS S.A.Electric Power Purchase and Sale Agreement • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
VOTENER - VOTORANTIM COMERCIALIZADORA DE ENERGIA LTDA., a private legal entity, distributor of electrical power with its headquarters at Praça Ramos de Azevedo, 254 - 5th floor, District Centro, City of São Paulo, São Paulo State/SP, Federal Company Tax Registration (CNPJ). 03.984.862 / 0001-94, State Company Tax Registration (IE): 1,159,705,901,118, represented by its legal representatives established by the terms of its Articles of Association and duly signed by them, hereinafter known as the SELLER; and;
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • England
SECOND EKF FACILITY LETTER DATED 22 FEBRUARY 2011 Between Votorantim Cimentos SA as Borrower Votorantim Participações S.A. and Votorantim Industrial S.A. as Guarantors HSBC Bank PLC as Mandated Lead Arranger Eksport Kredit Finansiering A/S as Lender...Second Ekf Facility Letter • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic
BACKSTOP LOAN FACILITY AGREEMENT among VOTORANTIM INDUSTRIAL S.A. and VOTORANTIM CIMENTOS S.A., as Guarantors, THE LENDERS PARTY HERETO, and HSBC BANK (USA), NATIONAL ASSOCIATION, as Administrative Agent Dated as of August 7, 2012Backstop Loan Facility Agreement • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
BACKSTOP LOAN FACILITY AGREEMENT, dated as of August 7, 2012 (the “Agreement”), among Votorantim Industrial S.A., a corporation organized under the laws of Brazil (“VID”) and Votorantim Cimentos S.A., a corporation organized under the laws of Brazil (“VCimentos;” each of VID and VCimentos being a “Guarantor” and together, the “Guarantors”); the financial institutions party hereto from time to time, as lenders (each, a “Lender” and, collectively, the “Lenders”); and HSBC Bank (USA), National Association, as administrative agent (in such capacity, the “Administrative Agent”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of September 27, 2010, among Voto—Votorantim Overseas Trading Operations IV Limited (the “Company”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, Votorantim Participações S.A. (“VPAR”), Fibria Celulose S.A. (formerly known as Votorantim Celulose e Papel S.A.) (“Fibria”), Votorantim Cimentos S.A. (formerly known as Cimento Rio Branco S.A.) (“VC” and, together with VPAR and Fibria, the “Guarantors”) and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 13th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of September 27, 2010, among Voto—Votorantim Overseas Trading Operations V Limited (the “Company”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, Votorantim Participações S.A. (“VPar”), Votorantim Cimentos S.A. (formerly known as Votorantim Cimentos Brasil S.A.) (“VC”), Companhia Brasileira de Alumínio (“CBA” and, together with VPar and VC, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
