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 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 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:
Dated as of July 13, 2009 VALE CAPITAL II, as Company and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee INDENTUREIndenture • July 21st, 2009 • Vale S.A. • Metal mining • New York
Indenture , dated as of July 13, 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”).
