with respect to the: TWELFTH SUPPLEMENTAL INDENTURE governing US$1,000,000,000 dated as of January 11, 2012 among VALE OVERSEAS LIMITED as Issuer and VALE S.A. as Guarantor and THE BANK OF NEW YORK MELLON as Trustee
Exhibit 4.1
AMENDMENT
dated as of April 4, 2012
with respect to the:
TWELFTH SUPPLEMENTAL INDENTURE
governing
US$1,000,000,000
4.375% Guaranteed Notes due 2022
dated as of January 11, 2012
among
VALE OVERSEAS LIMITED
as Issuer
and
as Guarantor
and
THE BANK OF NEW YORK MELLON
as Trustee
Amendment, dated as of April 4, 2012, among VALE OVERSEAS LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (herein called the “Company”), having its registered office at Xxxxxx House, 00 Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx, XX0-0000, 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 Xxxxxxx Xxxxx Xxxxxx, Xx. 00, 00 Andar, 00000-000 Xxx xx Xxxxxxx, XX, Xxxxxx, 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 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Trustee (herein called the “Trustee”) to the Twelfth Supplemental Indenture, dated as of January 11, 2012, among the Company, the Guarantor and the Trustee (the “Twelfth Supplemental Indenture”).
W I T N E S S E T H :
Whereas, the Company and the Guarantor have heretofore executed and delivered to the Trustee the Twelfth Supplemental Indenture to the Amended and Restated Indenture dated as of November 21, 2006 (the “Base Indenture”), providing for the issuance of the Company’s 4.375% Guaranteed Notes due 2022 (the “Notes”);
Whereas, Section 2.1 of the Twelfth Supplemental Indenture provides that the Company may, from time to time and without the consent of the holders of the Notes, issue additional notes (the “Additional Notes”) on terms and conditions identical to those of the Notes, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes;
Whereas, the Company and the Guarantor desire by this Amendment to such Twelfth Supplemental Indenture to issue Additional Notes on terms and conditions identical to those of the Notes, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Additional Notes will also be known as the Company’s 4.375% Guaranteed Notes due 2022, the terms and provisions of which are as specified in the Twelfth Supplemental Indenture as further supplemented by this Amendment to the Twelfth Supplemental Indenture; and
Whereas, the Company and the Guarantor have duly authorized the execution and delivery of this Amendment to the Twelfth Supplemental Indenture and all things necessary to make this Amendment to the Twelfth Supplemental Indenture a valid and binding legal obligation of the Company and the Guarantor according to its terms have been done.
Now, therefore, for and in consideration of the foregoing premises, the Company and the Guarantor covenant and agree with the Trustee:
1. Capitalized Terms
Capitalized terms used herein without definition shall have the meanings assigned to them in the Twelfth Supplemental Indenture.
2. General Terms And Conditions of the Additional Notes
There are hereby authorized and established Additional Notes designated the “4.375% Guaranteed Notes due 2022”. The Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Additional Notes will initially be limited to an aggregate principal amount of US$1,250,000,000. Together, the aggregate principal amount of the Additional Notes and the Notes will be US$2,250,000,000. The terms and conditions of the Additional Notes are identical to those of the Notes as specified in the Twelfth Supplemental Indenture as further supplemented by this Amendment to the Twelfth Supplemental Indenture.
3. Miscellaneous Provisions
3.1 This Amendment to the Twelfth Supplemental Indenture is a supplement to the Twelfth Supplemental Indenture
This Amendment to the Twelfth Supplemental Indenture is executed as and shall constitute an indenture supplemental to the Twelfth Supplemental Indenture and shall be construed in connection with and as part of the Twelfth Supplemental Indenture. The Twelfth Supplemental Indenture shall be deemed to be modified as herein provided, but except as modified hereby, the Twelfth Supplemental Indenture shall continue in full force and effect. The Twelfth Supplemental Indenture as modified hereby shall be read, taken, and construed as one and the same instrument.
3.2 References to this Amendment to the Twelfth Supplemental Indenture
Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment to the Twelfth Supplemental Indenture may refer to the Twelfth Supplemental Indenture without making specific reference to this Amendment to the Twelfth Supplemental Indenture, but nevertheless all such references shall be deemed to include this Amendment to the Twelfth Supplemental Indenture unless the context otherwise requires.
3.3 Execution in Counterparts
This Amendment to the Twelfth Supplemental Indenture may be simultaneously executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.
3.4. Severability
In the event that any provisions of this Amendment to the Twelfth Supplemental
Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
4. The Trustee
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Amendment to the Twelfth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantor.
5. Governing Law
This Amendment to the Twelfth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
6. Effectiveness
This Amendment to the Twelfth Supplemental Indenture shall become effective upon execution by the Company, the Guarantor and the Trustee.
[Signature page follows]
In Witness Whereof, each of the parties hereto have caused this Amendment to the Twelfth Supplemental Indenture to be duly executed on its behalf, all as of the day and year first written above.
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VALE OVERSEAS LIMITED | ||
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By: |
/s/ Xxxxxxx Xxxxxxx da Xxxxx Xxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx da Xxxxx Xxxxxx |
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Title: |
Attorney-in-Fact |
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By: |
/s/ Xxxxx Xxxx Xxxxxxxxx Xxxxxxx | |
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Name: |
Xxxxx Xxxx Xxxxxxxxx Xxxxxxx |
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Title: |
Attorney-in-Fact |
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By: |
/s/ Xxxxxxx Xxxxxxx da Xxxxx Xxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx da Xxxxx Xxxxxx |
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Title: |
Attorney-in-Fact |
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By: |
/s/ Xxxxx Xxxx Xxxxxxxxx Xxxxxxx | |
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Name: |
Xxxxx Xxxx Xxxxxxxxx Xxxxxxx |
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Title: |
Attorney-in-Fact |
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THE BANK OF NEW YORK MELLON, as | ||
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Trustee | ||
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By: |
/s/ Xxxxxxxxx X. Xxxxxxx | |
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Name: |
Xxxxxxxxx X. Xxxxxxx |
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Title |
Vice President |
