Dated as of October 23, 2012 VALE OVERSEAS LIMITED, as Company and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee AMENDED AND RESTATED INDENTUREVale Overseas LTD • October 23rd, 2012 • Metal mining • New York
Amended and Restated Indenture, dated as of October 23, 2012, (the “Indenture”) 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, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands, 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, 17th Floor, 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”) supplementing, amending and restating, in its entirety, the Indenture, dated as of March 8, 2002, among the Company, the Guarantor and the
VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting 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.
VALE S.A. Debt Securities UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • October 23rd, 2012 • Vale Overseas LTD • Metal mining • New York
Vale S.A., a company organized under the laws of Brazil (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. Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an indenture (the “Indenture”) to be entered into by and between the Company and the trustee named therein (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.
