Common Contracts

12 similar Underwriting Agreement contracts by Vale Overseas LTD, Gerdau Trade II Inc., Suzano Austria GmbH, others

Vale Overseas Limited Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • April 13th, 2023 • Vale Overseas LTD • Metal mining • New York

Vale Overseas Limited, 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 Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of August 4, 2021 (the “Indenture”) 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 selling prices.

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Vale Overseas Limited Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • August 4th, 2021 • Vale Overseas LTD • Metal mining • New York

Vale Overseas Limited, 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 Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of August 4, 2021 (the “Indenture”) 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 selling prices.

EX-1.2 3 a18-14418_1ex1d2.htm EX-1.2 VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS June 19, 2018 To the Underwriters named in the Terms Agreement supplemental hereto Ladies and Gentlemen:
Underwriting Agreement • May 5th, 2020 • New York

Vale Overseas Limited, 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 Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of September 29, 2015 (the “Indenture”) 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 selling prices.

FIBRIA OVERSEAS FINANCE LTD. Debt Securities Guaranteed by Suzano S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • January 24th, 2020 • Suzano Austria GmbH • Paper mills • New York

Fibria Overseas Finance Ltd., an exempted company which was incorporated with limited liability under the laws of the Cayman Islands (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 “Guarantee”) as to payment of principal, premium (if any) and interest by Suzano S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of January 24, 2020 (the “Indenture”) entered into by and among the Company, the Guarantor and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and pay

VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • June 19th, 2018 • Vale Overseas LTD • Metal mining • New York

Vale Overseas Limited, 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 Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of September 29, 2015 (the “Indenture”) 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 selling prices.

VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • September 29th, 2015 • Vale Overseas LTD • Metal mining • New York

Vale Overseas Limited, 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 Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of September 29, 2015 (the “Indenture”) 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 selling prices.

VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • October 23rd, 2012 • Vale Overseas LTD • Metal mining • New York

Vale Overseas Limited, 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 Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of October 23, 2012 (the “Indenture”) 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 selling prices.

GERDAU TRADE II INC. Debt Securities Guaranteed by Gerdau S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • December 30th, 2010 • Gerdau Trade II Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

Gerdau Trade II Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (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 Gerdau S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an indenture, dated as of · (the “Indenture”) 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 selling prices.

VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • November 3rd, 2009 • Vale Overseas LTD • Metal mining • New York

Vale Overseas Limited, 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 Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of November 21, 2006 (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon (as successor to The Bank of New York), as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provision

VALE CAPITAL II Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting 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.

Vale Capital Limited Debt Securities Guaranteed by Companhia Vale do Rio Doce UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • June 18th, 2007 • Vale Capital LTD • Metal mining • New York

Vale Capital Limited, 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 Companhia Vale do Rio Doce, a company organized under the laws 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, 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.

Vale Overseas Limited Debt Securities Guaranteed by Companhia Vale do Rio Doce UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • November 13th, 2006 • Vale Overseas LTD • Metal mining • New York

Vale Overseas Limited, 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 Companhia Vale do Rio Doce, a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated Indenture (the “Indenture”) to be entered into by and among the Company, the Guarantor and The Bank of New York, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.

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