EXCHANGE AGENT AGREEMENTExchange Agent Agreement • October 10th, 2003 • Vale Overseas LTD • Metal mining • New York
Vale Overseas Limited (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $300,000,000 aggregate principal amount of its Series B 9.0% Guaranteed Notes due 2013 (the “New Notes”) for a like principal amount of its outstanding Series A 9.0% Guaranteed Notes due 2013 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus” included in the Company’s registration statement on Form F-4 (File No. 333- ), as amended (the “Registration Statement”)) filed with the Securities and Exchange Commission (the “SEC”), and proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus or the accompanying Letter of Transmittal.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2003 • Vale Overseas LTD • Metal mining • New York
This Registration Rights Agreement dated August 8, 2003 (the “Agreement”) is entered into by and among Vale Overseas Limited, a Cayman Islands corporation (the “Company”), Companhia Vale do Rio Doce, a Brazilian corporation (the “Guarantor”), and Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”).
Dated as of August 8, 2003 VALE OVERSEAS LIMITED, as Issuer and COMPANHIA VALE DO RIO DOCE, as Guarantor and JPMORGAN CHASE BANK, as Trustee SECOND SUPPLEMENTAL INDENTURE U.S.$300,000,000 Series A and Series B 9% Guaranteed Notes due 2013Second Supplemental Indenture • October 10th, 2003 • Vale Overseas LTD • Metal mining • New York
Second Supplemental Indenture, dated as of August 8, 2003, 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 Graça Aranha, No. 26, 17° Andar, 20005-900 Rio de Janeiro, RJ, Brazil, and JPMORGAN CHASE BANK, a bank duly organized and existing under the laws of the State of New York, 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, among the Company, the Guarantor and the Trustee (herein called the “Original Indenture”).
