American Depositary Shares representing __ Common SharesPurchase Agreement • March 12th, 2002 • Valley of the Rio Doce Co • Crude petroleum & natural gas • New York
Exhibit 10.1 EXECUTION COPY STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 5th, 2002 • Valley of the Rio Doce Co • Crude petroleum & natural gas • New York
VALE CAPITAL II Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • July 6th, 2009 • Vale S.A. • Metal mining • New York
Vale Capital II, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of the Federative Republic of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an Indenture (the “Indenture”) to be entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and conversion and selling prices.
Dated as of June 25, 2007 VALE CAPITAL LIMITED, as Company and COMPANHIA VALE DO RIO DOCE, as Guarantor and THE BANK OF NEW YORK, as Trustee INDENTUREIndenture • June 25th, 2007 • Companhia Vale Do Rio Doce • Metal mining • New York
Indenture, dated as of June 25, 2007, (the “Indenture”) among VALE CAPITAL LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, COMPANHIA VALE DO RIO DOCE, a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graça Aranha, No. 26, 17° Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”).
COMPANHIA VALE DO RIO DOCE AND JPMORGAN CHASE BANK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of February 25, 2002Deposit Agreement • July 3rd, 2008 • Companhia Vale Do Rio Doce • Metal mining • New York
DEPOSIT AGREEMENT dated as of February 25, 2002 (the “Deposit Agreement”) among COMPANHIA VALE DO RIO DOCE and its successors (the “Company”), JPMORGAN CHASE BANK, as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The parties hereto agree as follows:
AMENDMENT NO. 1 TO DEPOSIT AGREEMENTDeposit Agreement • October 27th, 2010 • Vale S.A. • Metal mining
AMENDMENT NO. 1, dated as of October [ ], 2010 (the “Amendment”), to the Deposit Agreement dated as of February 25, 2002 (the “Deposit Agreement”), among Vale S.A. (formerly Companhia Vale do Rio Doce), incorporated under the laws of Federative Republic of Brazil (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder.
AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of September 28, 2006Deposit Agreement • September 29th, 2006 • Companhia Vale Do Rio Doce • Metal mining • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of September 28, 2006 (the "Deposit Agreement") among COMPANHIA VALE DO RIO DOCE and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.
Dated as of November 21, 2006 VALE OVERSEAS LIMITED, as Company and COMPANHIA VALE DO RIO DOCE, as Guarantor and THE BANK OF NEW YORK, as Trustee AMENDED AND RESTATED INDENTUREIndenture • November 22nd, 2006 • Companhia Vale Do Rio Doce • Metal mining • New York
Amended and Restated Indenture, dated as of November 21, 2006, (the “Indenture”) among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, COMPANHIA VALE DO RIO DOCE, a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graça Aranha, No. 26, 170 Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) supplementing, amending and restating, in its entirety, the Indenture, dated as of March 8, 2002, among the Company, the Guarantor and the Trustee (the “Original I
SHAREHOLDERS’ AGREEMENT OF VALEPAR S.A.Shareholders Agreement • February 21st, 2017 • Vale S.A. • Metal mining • Vale
The Parties hereto resolve to enter into this Shareholders’ Agreement that will be governed by the following terms and conditions:
VALE CAPITAL II, as Company and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 13, 2009 Supplemental to Indenture dated as of July 13, 2009First Supplemental Indenture • July 21st, 2009 • Vale S.A. • Metal mining • New York
First Supplemental Indenture, dated as of July 13, 2009, (this “Supplemental Indenture”) among VALE CAPITAL II, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its office at Harneys Services (Cayman) Limited, 4th Floor, Genesis Building, 13 Genesis Close, P.O. Box 10240 Grand Cayman, Cayman Islands, KY1-1002, VALE S.A., a company duly organized and existing under the laws of the Federative Republic of Brazil, formerly known as Companhia Vale do Rio Doce (herein called “Vale” or the “Guarantor”), having its principal office at Avenida Graça Aranha, No. 26, 13° Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) under the Indenture, dated as of July 13, 2009, among the Company, the
VALE CAPITAL LIMITED, as Company and COMPANHIA VALE DO RIO DOCE, as Guarantor and THE BANK OF NEW YORK, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 25, 2007 Supplemental to Indenture dated as of June 25, 2007Second Supplemental Indenture • June 25th, 2007 • Companhia Vale Do Rio Doce • Metal mining • New York
Second Supplemental Indenture, dated as of June 25, 2007, (this “Supplemental Indenture”) among VALE CAPITAL LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, COMPANHIA VALE DO RIO DOCE, a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called “CVRD” or the “Guarantor”), having its principal office at Avenida Graça Aranha, No. 26, 17° Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) under the Indenture, dated as of June 25, 2007, among the Company, the Guarantor and the Trustee (the “Base Indenture”).
VALE CAPITAL LIMITED, as Company and COMPANHIA VALE DO RIO DOCE, as Guarantor and THE BANK OF NEW YORK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 25, 2007 Supplemental to Indenture dated as of June 25, 2007First Supplemental Indenture • June 25th, 2007 • Companhia Vale Do Rio Doce • Metal mining • New York
First Supplemental Indenture, dated as of June 25, 2007, (this “Supplemental Indenture”) among VALE CAPITAL LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, COMPANHIA VALE DO RIO DOCE, a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called “CVRD” or the “Guarantor”), having its principal office at Avenida Graça Aranha, No. 26, 17° Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) under the Indenture, dated as of June 25, 2007, among the Company, the Guarantor and the Trustee (the “Base Indenture”).
VALE OVERSEAS LIMITED, as Issuer and COMPANHIA VALE DO RIO DOCE, as Guarantor and THE BANK OF NEW YORK as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of November 21, 2006Seventh Supplemental Indenture • November 22nd, 2006 • Companhia Vale Do Rio Doce • Metal mining • New York
Seventh Supplemental Indenture, dated as of November 21, 2006, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, COMPANHIA VALE DO RIO DOCE, a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graca Aranha, No. 26, 17° Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture, dated as of November 21, 2006, among the Company, the Guarantor and the Trustee (the “Base Indenture”).
VALE OVERSEAS LIMITED, as Issuer and COMPANHIA VALE DO RIO DOCE, as Guarantor and THE BANK OF NEW YORK as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of November 21, 2006Eighth Supplemental Indenture • November 22nd, 2006 • Companhia Vale Do Rio Doce • Metal mining • New York
Eighth Supplemental Indenture, dated as of November 21, 2006, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, COMPANHIA VALE DO RIO DOCE, a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graca Aranha, No. 26, 17° Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture, dated as of November 21, 2006, among the Company, the Guarantor and the Trustee (the “Base Indenture”).
VALE CAPITAL II, as Company and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 13, 2009 Supplemental to Indenture dated as of July 13, 2009Second Supplemental Indenture • July 21st, 2009 • Vale S.A. • Metal mining • New York
Second Supplemental Indenture, dated as of July 13, 2009, (this “Supplemental Indenture”) among VALE CAPITAL II, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its office at Harneys Services (Cayman) Limited, 4th Floor, Genesis Building, 13 Genesis Close, P.O. Box 10240 Grand Cayman, Cayman Islands, KY1-1002, VALE S.A., a company duly organized and existing under the laws of the Federative Republic of Brazil, formerly known as Companhia Vale do Rio Doce (herein called “Vale” or the “Guarantor”), having its principal office at Avenida Graça Aranha, No. 26, 13° Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) under the Indenture, dated as of July 13, 2009, among the Company, the
VALE OVERSEAS LIMITED, as Issuer and COMPANHIA VALE DO RIO DOCE, as Guarantor and JPMORGAN CHASE BANK, N.A. as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of January 10, 2006Fifth Supplemental Indenture • January 10th, 2006 • Companhia Vale Do Rio Doce • Metal mining • New York
Fifth Supplemental Indenture, dated as of January 10, 2006, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the "Company"), having its principal office at Walker House, P.O. Box 908 GT, Mary Street, Georgetown, Grand Cayman, Cayman Islands, COMPANHIA VALE DO RIO DOCE, a company organized under the laws of the Federative Republic of Brazil (herein called the "Guarantor"), having its principal office at Avenida Graca Aranha, No. 26, 17 deg. Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and JPMORGAN CHASE BANK, N.A., a banking association duly organized and existing under the laws of the United States of America, having its principal corporate trust office at 4 New York Plaza, New York, New York 10004, as Trustee (herein called the "Trustee") to the Indenture, dated as of March 8, 2002, as amended and supplemented by the Third Supplemental Indenture, dated as of January 15, 2004, among the Company, the Guarantor and the Trus
Dated as of , 2009 VALE CAPITAL II, as Company and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee INDENTUREIndenture • July 6th, 2009 • Vale S.A. • Metal mining • New York
Indenture , dated as of , 2009, (the “Indenture”) among VALE CAPITAL II, a Cayman Islands exempted company incorporated with limited liability (herein called the “ Company”), having its principal office at Harneys Services (Cayman) Limited, 4th Floor, Genesis Building, 13 Genesis Close, P.O. Box 10240, Grand Cayman, Cayman Islands, KY1-1002, VALE S.A., a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graça Aranha, No. 26, 17° Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”).
VALE OVERSEAS LIMITED, as Issuer and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 12, 2023First Supplemental Indenture • June 12th, 2023 • Vale S.A. • Metal mining
First Supplemental Indenture, dated as of June 12, 2023, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, VALE S.A., a publicly held corporation organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Praia de Botafogo, 186, offices 1101, 1701 and 1801, Botafogo, Zip Code 22.250-145, Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 240 Greenwich Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture, dated as of August 4, 2021, among the Company, the Guarantor and the Trustee (the “Base
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D Dated November 3, 2006Joint Filing Agreement • November 3rd, 2006 • Companhia Vale Do Rio Doce • Metal mining
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
VALE OVERSEAS LIMITED, as Issuer and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of July 8, 2020Third Supplemental Indenture • July 8th, 2020 • Vale S.A. • Metal mining • New York
Third Supplemental Indenture, dated as of July 8, 2020, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, VALE S.A., a publicly held corporation organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Praia de Botafogo, 186, offices 701 to 1901, Botafogo, ZIP CODE 22.250-145, Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture, dated as of September 29, 2015, among the Company, the Guarantor and the Trustee (the “Base Indent
VALE OVERSEAS LIMITED, as Issuer and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of January 11, 2012Twelfth Supplemental Indenture • January 11th, 2012 • Vale S.A. • Metal mining • New York
Twelfth Supplemental Indenture, dated as of January 11, 2012, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, VALE S.A., a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graça Aranha, No. 26, 17 Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON (as successor to The Bank of New York), a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture, dated as of November 21, 2006, among the Company, the Guarantor and the Trustee (the “Base I
VALE OVERSEAS LIMITED, as Issuer and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 10, 2016Second Supplemental Indenture • August 10th, 2016 • Vale S.A. • Metal mining • New York
Second Supplemental Indenture, dated as of August 10, 2016, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, VALE S.A., a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida das Américas, 700 — Bloco 8 — Loja 318, 22640-100 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture, dated as of September 29, 2015, among the Company, the Guarantor and the Trustee (the “Base Indenture”).
ContractGlobal Note • January 10th, 2006 • Companhia Vale Do Rio Doce • Metal mining
THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO, AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY VALE OVERSEAS LIMITED, COMPANHIA VALE DO RIO DOCE AND THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D Dated November 3, 2006Joint Filing Agreement • November 6th, 2006 • Companhia Vale Do Rio Doce • Metal mining
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
VALE OVERSEAS LIMITED, as Issuer and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON as Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of September 15, 2010Eleventh Supplemental Indenture • September 16th, 2010 • Vale S.A. • Metal mining • New York
Eleventh Supplemental Indenture, dated as of September 15, 2010, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, VALE S.A., a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graca Aranha, No. 26, 17 Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON (as successor to The Bank of New York), a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture, dated as of November 21, 2006, among the Company, the Guarantor and the Trustee (the “Base Indenture”).
with respect to the: TWELFTH SUPPLEMENTAL INDENTURE governing US$1,000,000,000 dated as of January 11, 2012 among VALE OVERSEAS LIMITED as Issuer and VALE S.A. as Guarantor and THE BANK OF NEW YORK MELLON as TrusteeTwelfth Supplemental Indenture • April 4th, 2012 • Vale S.A. • Metal mining • New York
Amendment, dated as of April 4, 2012, among VALE OVERSEAS LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (herein called the “Company”), having its registered office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, VALE S.A., a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graca Aranha, No. 26, 17 Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON (as successor to The Bank of New York), a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Twelfth Supplemental Indenture, dated as of January 11, 2012, among the Company, the Guarantor and the Trustee (the “Twelfth Supplemental Indenture”).
VALE CAPITAL II TERMS AGREEMENT Mandatorily Convertible Debt Securities Guaranteed by Vale S.A.Terms Agreement • July 21st, 2009 • Vale S.A. • Metal mining • New York
Vale Capital II (the “Company”) agrees to sell to the several Underwriters named in Schedule I hereto for their respective accounts, on and subject to the terms and conditions in this Agreement (the “Agreement”), which incorporates herein by reference the Underwriting Agreement Basic Provisions attached hereto as Exhibit I (to the extent such provisions are not superseded or amended by this Agreement), the following securities (the “Securities”) on the following terms:
164,402,799 Preferred Class A Shares 256,926,766 Common Shares Underwriting AgreementUnderwriting Agreement • July 21st, 2008 • Companhia Vale Do Rio Doce • Metal mining • New York
Companhia Vale do Rio Doce, a company organized under the laws of Brazil (the “Company”), proposes to issue and sell to the international underwriters listed in Schedule I hereto (“International Underwriters”), for whom you (the “Representative”) are acting as representative, 63,506,751 preferred class A shares (“Preferred Shares”) without par value of the Company (the “International Firm Preferred Shares”), and 80,079,223 common shares (“Common Shares”) without par value of the Company (the “International Firm Common Shares,” and together with the International Firm Preferred Shares, the “International Firm Shares”). The International Firm Preferred Shares and the International Firm Common Shares are referred to collectively as the “International Offered Shares.”
with respect to the: SECOND SUPPLEMENTAL INDENTURE governing dated as of August 10, 2016 among VALE OVERSEAS LIMITED as Issuer and VALE S.A. as Guarantor and THE BANK OF NEW YORK MELLON as TrusteeSecond Supplemental Indenture • February 10th, 2017 • Vale S.A. • Metal mining • New York
Amendment, dated as of February 10, 2017, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, VALE S.A., a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida das Américas, 700 — Bloco 8 — Loja 318, 22640-100 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Second Supplemental Indenture, dated as of August 10, 2016, among the Company, the Guarantor and the Trustee (the “Second Supplemental Indenture”).
VALE S.A., as Issuer THE BANK OF NEW YORK MELLON as Trustee, Registrar, Paying Agent and Transfer Agent and THE BANK OF NEW YORK MELLON TRUST (JAPAN), LTD. as Principal Paying Agent THIRD SUPPLEMENTAL INDENTURE Dated as of September 11, 2012Third Supplemental Indenture • September 11th, 2012 • Vale S.A. • Metal mining • New York
Third Supplemental Indenture, dated as of September 11, 2012, to the Indenture, dated as of March 24, 2010, between VALE S.A., a company duly organized under the laws of the Federative Republic of Brazil (the “Company”), having its principal office at Avenida Graça Aranha, No. 26, 17º Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent, (the “Base Indenture”), among the Company, the Trustee and THE BANK OF NEW YORK MELLON TRUST (JAPAN), LTD., as principal paying agent (the “Principal Paying Agent”).
VALE OVERSEAS LIMITED TERMS AGREEMENT Debt Securities Guaranteed by Companhia Vale do Rio DoceTerms Agreement • November 22nd, 2006 • Companhia Vale Do Rio Doce • Metal mining
Vale Overseas Limited (the “Company”) agrees to sell to the several Underwriters named in Schedule I hereto for their respective accounts, on and subject to the terms and conditions in this Agreement (this “Agreement”), the following securities (the “Securities”) on the following terms:
AMENDMENT dated as of September 15, 2010 with respect to the: TENTH SUPPLEMENTAL INDENTURE Dated as of November 10, 2009 among VALE OVERSEAS LIMITED, as Issuer and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON as TrusteeTenth Supplemental Indenture • September 16th, 2010 • Vale S.A. • Metal mining • New York
Amendment, dated as of September 15, 2010, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, VALE S.A., a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Graca Aranha, No. 26, 17 Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON (as successor to The Bank of New York), a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Tenth Supplemental Indenture, dated as of November 10, 2009, among the Company, the Guarantor and the Trustee (the “Tenth Supplemental Indenture”).
VALE CAPITAL LIMITED TERMS AGREEMENT Mandatory Convertible Debt Securities Guaranteed by Companhia Vale do Rio DoceTerms Agreement • June 25th, 2007 • Companhia Vale Do Rio Doce • Metal mining • New York
Vale Capital Limited (the “Company”) agrees to sell to the several Underwriters named in Schedule I hereto for their respective accounts, on and subject to the terms and conditions in this Agreement (the “Agreement”), which incorporates herein by reference the Underwriting Agreement Basic Provisions attached hereto as Exhibit I (to the extent such provisions are not superseded or amended by this Agreement), the following securities (the “Securities”) on the following terms:
VALE OVERSEAS LIMITED, as Issuer and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON as Trustee SECOND SUPPLEMENTAL INDENTURE US$1,000,000,000 Dated as of June 28, 2024Second Supplemental Indenture • June 28th, 2024 • Vale S.A. • Metal mining
Second Supplemental Indenture, dated as of June 28, 2024, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at Captiva Global Financial Services, 23 Lime Tree Bay Avenue, Grand Cayman KY1-1209, Cayman Islands, VALE S.A., a publicly held corporation organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Praia de Botafogo, 186, offices 1101, 1701 and 1801, Botafogo, Zip Code 22.250-145, Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 240 Greenwich Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture, dated as of August 4, 2021, among the Company, the Guarantor and the Trustee (the “Base Indenture”).
VALE OVERSEAS LIMITED TERMS AGREEMENT Debt Securities Guaranteed by Companhia Vale do Rio DoceTerms Agreement • January 10th, 2006 • Companhia Vale Do Rio Doce • Metal mining • New York
Vale Overseas Limited (the "Company") proposes to sell to J.P. Morgan Securities Inc. (the "Underwriter",) the securities (the "Securities") described below, guaranteed by Companhia Vale do Rio Doce (the "Guarantor") on the terms and conditions set forth in this Agreement.
