Dated as of , 2003 --- COMPANHIA VALE DO RIO DOCE, as Issuer and JPMORGAN CHASE BANK, as Trustee INDENTUREIndenture • December 2nd, 2003 • Vale Overseas LTD • Metal mining • New York
EXHIBIT 1.2 Vale Overseas Limited Debt Securities Guaranteed by Companhia Vale do Rio Doce UNDERWRITING AGREEMENT BASIC PROVISIONSVale Overseas LTD • December 2nd, 2003 • Metal mining • New York
Exhibit 1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated March 8, 2002 (the "AGREEMENT") is entered into by and among Vale Overseas Limited, a Cayman Islands corporation (the "COMPANY"), Companhia Vale do Rio Doce, a Brazilian...Registration Rights Agreement • March 21st, 2002 • Vale Overseas LTD • Crude petroleum & natural gas • New York
Dated as of , 2003 --- VALE OVERSEAS LIMITED, as Issuer and COMPANHIA VALE DO RIO DOCE, as Guarantor and JPMORGAN CHASE BANK, as TrusteeVale Overseas LTD • December 2nd, 2003 • Metal mining • New York
JPMORGAN CHASE BANK, AS TRUSTEEVale Overseas LTD • March 21st, 2002 • Crude petroleum & natural gas • New York
JPMORGAN CHASE BANK, AS TRUSTEE FIRST SUPPLEMENTAL INDENTUREIndenture • March 21st, 2002 • Vale Overseas LTD • Crude petroleum & natural gas • New York
Dated as of August 4, 2021 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 • August 4th, 2021 • Metal mining • New York
Amended and Restated Indenture, dated as of August 4, 2021, (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, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, 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 Praia de Botafogo 186, offices 701, 1101, 1601, 1701, 1801 and 1901, Botafogo, 22250-145 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”) supplementing, amending and restating, in its entirety, the Amended and Restated Indenture, dated a
EXHIBIT 1.1 Companhia Vale do Rio Doce Debt Securities UNDERWRITING AGREEMENT BASIC PROVISIONSTerms Agreement • December 2nd, 2003 • Vale Overseas LTD • Metal mining • New York
Dated as of September 29, 2015 VALE S.A., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee INDENTUREVale Overseas LTD • September 29th, 2015 • Metal mining • New York
Indenture, dated as of September 29, 2015, among VALE S.A., a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Company”), having its principal office at Avenida Graça Aranha, No. 26, 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”).
Exchange Agent Agreement ------------------------ JPMorgan Chase Bank 450 West 33rd Street 15th Floor New York, NY 10001 Attention: Ladies and Gentlemen: Vale Overseas Limited (the "Company") proposes to make an offer (the "Exchange Offer") to...Exchange Agent Agreement • March 21st, 2002 • Vale Overseas LTD • Crude petroleum & natural gas
Vale Overseas Limited Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting 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.
Vale S.A. Debt Securities UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • April 13th, 2023 • 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, dated as of August 4, 2021 (the “Indenture”) entered into by and between the Company 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.
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.
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, 2006Vale Overseas LTD • November 21st, 2006 • 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”).
Page 1 Definitions and Other Provisions of General Application 2 1.1 Definitions 2 1.2 Compliance Certificates and Opinions 9 1.3 Form of Documents Delivered to Trustee 10 1.4 Acts of Holders; Record Dates 10 1.5 Notices, Etc., to Trustee, Company and...Vale Overseas LTD • November 13th, 2006 • Metal mining • New York
Amended and Restated Indenture, dated as of November , 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 Ind
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”).
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, 2006Vale Overseas LTD • January 9th, 2006 • 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
VALE OVERSEAS LIMITED, as Issuer and COMPANHIA VALE DO RIO DOCE, as Guarantor and JPMORGAN CHASE BANK, as Trustee THIRD SUPPLEMENTAL INDENTURE Guaranteed Debt SecuritiesThird Supplemental Indenture • January 9th, 2006 • Vale Overseas LTD • Metal mining • New York
Third Supplemental Indenture, dated as of January 15, 2004, 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 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 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”).
VALE OVERSEAS LIMITED, as Pledgor and JPMORGAN CHASE BANK, as Secured Party andVale Overseas LTD • March 21st, 2002 • Crude petroleum & natural gas • New York
ContractVale Overseas LTD • November 1st, 2005 • 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.
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 INDENTUREVale Overseas LTD • November 3rd, 2009 • 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, 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”) 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
VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSVale Overseas LTD • November 3rd, 2009 • 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
Dated as of January 15, 2004 VALE OVERSEAS LIMITED, as Issuer and COMPANHIA VALE DO RIO DOCE, as Guarantor and JPMORGAN CHASE BANK, as Trustee FOURTH SUPPLEMENTAL INDENTUREVale Overseas LTD • January 16th, 2004 • Metal mining • New York
Fourth Supplemental Indenture, dated as of January 15, 2004, 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°Andar, 20030-900 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, as amended and supplemented by the Third Supplemental Indenture, dated as of January 15, 2004, among the Company, the Guarantor and the Trustee (as so amended and supplemen
VALE S.A. Debt Securities UNDERWRITING AGREEMENT BASIC PROVISIONSTerms Agreement • November 3rd, 2009 • 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 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.
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 2013Supplemental 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”).
VALE OVERSEAS LIMITED, as Issuer and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON as Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of September 15, 2009Vale Overseas LTD • September 16th, 2009 • Metal mining • New York
Ninth Supplemental Indenture, dated as of September 15, 2009, 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”).
Dated as of January 15, 2004 VALE OVERSEAS LIMITED, as Issuer and COMPANHIA VALE DO RIO DOCE, as Guarantor and JPMORGAN CHASE BANK, as Trustee THIRD SUPPLEMENTAL INDENTURE Guaranteed Debt SecuritiesIndenture • January 16th, 2004 • Vale Overseas LTD • Metal mining • New York
Third Supplemental Indenture, dated as of January 15, 2004, 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 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 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”).
Vale Overseas Limited Debt Securities Guaranteed by Companhia Vale do Rio Doce UNDERWRITING AGREEMENT BASIC PROVISIONSVale Overseas LTD • January 16th, 2004 • 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 Indenture dated as of March 8, 2002, as amended or supplemented from time to time (the “Indenture”), among the Company, the Guarantor and JPMorgan Chase Bank, 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 TERMS AGREEMENT Debt Securities Guaranteed by Companhia Vale do Rio DoceTerms Agreement • January 16th, 2004 • Vale Overseas LTD • Metal mining
Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080
