exv4w1






Exhibit 4.1




Dated as of ___________




VALE S.A.,

as Issuer




and




THE BANK OF NEW YORK MELLON,

as Trustee




INDENTURE




 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	1.	 	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	 
	 	 	 	 
	 	 	 	 	1.1

	 	Definitions
	 	 	1	 
	 	 	 	 	1.2

	 	Compliance Certificates and Opinions
	 	 	7	 
	 	 	 	 	1.3

	 	Form of Documents Delivered to Trustee
	 	 	8	 
	 	 	 	 	1.4

	 	Acts of Holders; Record Dates
	 	 	8	 
	 	 	 	 	1.5

	 	Notices, Etc., to Trustee and Company
	 	 	10	 
	 	 	 	 	1.6

	 	Notice to Holders; Waiver
	 	 	10	 
	 	 	 	 	1.7

	 	Conflict with Trust Indenture Act
	 	 	11	 
	 	 	 	 	1.8

	 	Effect of Headings and Table of Contents
	 	 	11	 
	 	 	 	 	1.9

	 	Successors and Assigns
	 	 	11	 
	 	 	 	 	1.10

	 	Separability Clause
	 	 	11	 
	 	 	 	 	1.11

	 	Benefits of Indenture
	 	 	11	 
	 	 	 	 	1.12

	 	Governing Law/Waiver of Jury Trial
	 	 	11	 
	 	 	 	 	1.13

	 	Legal Holidays
	 	 	12	 
	 	 	 	 	1.14

	 	Consent to Service; Jurisdiction
	 	 	12	 
	 	 	 	 	1.15

	 	Language of Notices, Etc.
	 	 	12	 
	 
	 	 	 	 
	 	2.	 	 	SECURITY FORMS	 	 	12	 
	 
	 	 	 	 
	 	 	 	 	2.1

	 	Forms Generally
	 	 	12	 
	 	 	 	 	2.2

	 	Form of Face of Security
	 	 	13	 
	 	 	 	 	2.3

	 	Form of Reverse of Security
	 	 	15	 
	 	 	 	 	2.4

	 	Form of Trustee’s Certificate of Authentication
	 	 	19	 
	 
	 	 	 	 
	 	3.	 	 	THE SECURITIES	 	 	20	 
	 
	 	 	 	 
	 	 	 	 	3.1

	 	Amount Unlimited; Issuable in Series
	 	 	20	 
	 	 	 	 	3.2

	 	Denominations
	 	 	22	 
	 	 	 	 	3.3

	 	Execution, Authentication, Delivery and Dating
	 	 	22	 
	 	 	 	 	3.4

	 	Registration, Registration of Transfer and Exchange
	 	 	23	 
	 	 	 	 	3.5

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	25	 
	 	 	 	 	3.6

	 	Payment of Interest; Interest Rights Preserved
	 	 	26	 
	 	 	 	 	3.7

	 	Persons Deemed Owners
	 	 	27	 
	 	 	 	 	3.8

	 	Cancellation
	 	 	27	 
	 	 	 	 	3.9

	 	Computation of Interest
	 	 	27	 
	 	 	 	 	3.10

	 	CUSIP or “ISIN” Numbers
	 	 	27	 
	 
	 	 	 	 
	 	4.	 	 	SATISFACTION AND DISCHARGE	 	 	28	 
	 
	 	 	 	 
	 	 	 	 	4.1

	 	Satisfaction and Discharge of Indenture
	 	 	28	 
	 	 	 	 	4.2

	 	Application of Trust Money
	 	 	28	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 i 
	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	5.	 	 	REMEDIES	 	 	29	 
	 
	 	 	 	 
	 	 	 	 	5.1

	 	Events of Default
	 	 	29	 
	 	 	 	 	5.2

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	30	 
	 	 	 	 	5.3

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	31	 
	 	 	 	 	5.4

	 	Trustee May File Proofs of Claim
	 	 	31	 
	 	 	 	 	5.5

	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	32	 
	 	 	 	 	5.6

	 	Application of Money Collected
	 	 	32	 
	 	 	 	 	5.7

	 	Limitation on Suits
	 	 	32	 
	 	 	 	 	5.8

	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	33	 
	 	 	 	 	5.9

	 	Restoration of Rights and Remedies
	 	 	33	 
	 	 	 	 	5.10

	 	Rights and Remedies Cumulative
	 	 	33	 
	 	 	 	 	5.11

	 	Delay or Omission Not Waiver
	 	 	33	 
	 	 	 	 	5.12

	 	Control by Holders
	 	 	33	 
	 	 	 	 	5.13

	 	Waiver of Past Defaults
	 	 	34	 
	 	 	 	 	5.14

	 	Undertaking for Costs
	 	 	34	 
	 	 	 	 	5.15

	 	Waiver of Usury, Stay or Extension Laws
	 	 	34	 
	 
	 	 	 	 
	 	6.	 	 	THE TRUSTEE	 	 	35	 
	 
	 	 	 	 
	 	 	 	 	6.1

	 	Certain Duties and Responsibilities
	 	 	35	 
	 	 	 	 	6.2

	 	Notice of Default; Potential Default
	 	 	35	 
	 	 	 	 	6.3

	 	Certain Rights of Trustee
	 	 	35	 
	 	 	 	 	6.4

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	36	 
	 	 	 	 	6.5

	 	May Hold Securities
	 	 	36	 
	 	 	 	 	6.6

	 	Money Held in Trust
	 	 	36	 
	 	 	 	 	6.7

	 	Compensation and Reimbursement
	 	 	37	 
	 	 	 	 	6.8

	 	Conflicting Interests
	 	 	37	 
	 	 	 	 	6.9

	 	Corporate Trustee Required; Eligibility
	 	 	37	 
	 	 	 	 	6.10

	 	Resignation and Removal; Appointment of Successor
	 	 	38	 
	 	 	 	 	6.11

	 	Acceptance of Appointment by Successor
	 	 	39	 
	 	 	 	 	6.12

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	40	 
	 	 	 	 	6.13

	 	Preferential Collection of Claims Against Company
	 	 	40	 
	 	 	 	 	6.14

	 	Appointment of Authenticating Agent
	 	 	40	 
	 	 	 	 	6.15

	 	Trustee’s Application for Instructions from the Company
	 	 	41	 
	 
	 	 	 	 
	 	7.	 	 	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	42	 
	 
	 	 	 	 
	 	 	 	 	7.1

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	42	 
	 	 	 	 	7.2

	 	Preservation of Information; Communications to Holders
	 	 	42	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 ii 
	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	 	 	 	7.3

	 	Reports by Trustee
	 	 	42	 
	 
	 	 	 	 
	 	8.	 	 	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	43	 
	 
	 	 	 	 
	 	 	 	 	8.1

	 	Company May Consolidate, Etc. Only on Certain Terms
	 	 	43	 
	 	 	 	 	8.2

	 	Successor Substituted
	 	 	43	 
	 	 	 	 	8.3

	 	Right to Redemption
	 	 	43	 
	 
	 	 	 	 
	 	9.	 	 	SUPPLEMENTAL INDENTURES	 	 	43	 
	 
	 	 	 	 
	 	 	 	 	9.1

	 	Supplemental Indentures without Consent of Holders
	 	 	43	 
	 	 	 	 	9.2

	 	Supplemental Indentures or Waiver with Consent of Holders
	 	 	44	 
	 	 	 	 	9.3

	 	Execution of Supplemental Indentures
	 	 	45	 
	 	 	 	 	9.4

	 	Effect of Supplemental Indentures
	 	 	45	 
	 	 	 	 	9.5

	 	Conformity with Trust Indenture Act
	 	 	46	 
	 	 	 	 	9.6

	 	Reference in Securities to Supplemental Indentures
	 	 	46	 
	 	 	 	 	9.7

	 	Effect of Waiver
	 	 	46	 
	 
	 	 	 	 
	 	10.	 	 	COVENANTS	 	 	46	 
	 
	 	 	 	 
	 	 	 	 	10.1

	 	Payment of Principal, Premium and Interest
	 	 	46	 
	 	 	 	 	10.2

	 	Maintenance of Office or Agency
	 	 	46	 
	 	 	 	 	10.3

	 	Money for Security Payments To Be Held in Trust
	 	 	47	 
	 	 	 	 	10.4

	 	Statement by Officers as to Default
	 	 	48	 
	 	 	 	 	10.5

	 	Reports by Company
	 	 	48	 
	 	 	 	 	10.6

	 	Limitation on Liens
	 	 	48	 
	 	 	 	 	10.7

	 	Payment of Additional Amounts
	 	 	49	 
	 	 	 	 	10.8

	 	Indemnification of Judgment Currency
	 	 	51	 
	 	 	 	 	10.9

	 	Further Acts; Protection of Collateral
	 	 	51	 
	 	 	 	 	10.10

	 	Notice of Late Payment
	 	 	52	 
	 	 	 	 	10.11

	 	Securities Held by the Company
	 	 	52	 
	 	 	 	 	10.12

	 	Securities Issued or Outstanding
	 	 	52	 
	 	 	 	 	10.13

	 	Status of Securities
	 	 	52	 
	 	 	 	 	10.14

	 	Rating
	 	 	52	 
	 	 	 	 	10.15

	 	Maintenance of Good Standing
	 	 	52	 
	 	 	 	 	10.16

	 	Maintenance of Properties
	 	 	52	 
	 	 	 	 	10.17

	 	Payment of Taxes
	 	 	53	 
	 
	 	 	 	 
	 	11.	 	 	REDEMPTION OF SECURITIES	 	 	53	 
	 
	 	 	 	 
	 	 	 	 	11.1

	 	Right of Redemption
	 	 	53	 
	 	 	 	 	11.2

	 	Notice of Redemption
	 	 	54	 
	 	 	 	 	11.3

	 	Deposit of Redemption Price
	 	 	54	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 iii 
	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	 	 	 	11.4

	 	Securities Payable on Redemption Date
	 	 	54	 
	 	 	 	 	11.5

	 	Securities Redeemed in Part
	 	 	55	 
	 
	 	 	 	 
	 	12.	 	 	DEFEASANCE AND COVENANT DEFEASANCE	 	 	55	 
	 
	 	 	 	 
	 	 	 	 	12.1

	 	Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	55	 
	 	 	 	 	12.2

	 	Defeasance and Discharge
	 	 	56	 
	 	 	 	 	12.3

	 	Covenant Defeasance
	 	 	56	 
	 	 	 	 	12.4

	 	Conditions to Defeasance or Covenant Defeasance
	 	 	56	 
	 	 	 	 	12.5

	 	Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions
	 	 	58	 
	 	 	 	 	12.6

	 	Reinstatement
	 	 	58	 






     Note: This table of contents shall not, for any purpose, be deemed to be a part of this Indenture.



iv





 












 




Indenture, dated as of ___, 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, 17o 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”).




RECITALS OF THE COMPANY



Whereas, the Company has duly authorized the execution and delivery of this Indenture to provide
for the issuance from time to time of its debt securities (herein called collectively the
“Securities”), to be issued in one or more tranches of one or more series as in this Indenture
provided.



All things necessary to make this Indenture a valid and binding legal obligation of the Company
according to its terms have been done.




Now, Therefore, This Indenture Witnesseth:



It is hereby covenanted and agreed that the terms and conditions upon which the Securities are
issued, authenticated, delivered and accepted by all Persons (as defined below) who shall from time
to time be or become the Holders thereof, and the terms and conditions upon which any property
herein mortgaged and pledged is to be held and disposed of, which said terms and conditions the
Trustee hereby accepts and agrees to discharge pursuant to the terms hereof, are as follows:




1. Definitions and Other Provisions of General Application




     1.1 Definitions




   For all purposes of this Indenture, except as otherwise expressly provided or unless
the context otherwise requires:




	 	1.1.1	 	the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular;
	 
	 	1.1.2	 	terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein;
	 
	 	1.1.3	 	all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation;
	 
	 	1.1.4	 	unless the context otherwise requires, any reference to an
“Article” or a “Section” refers to an Article or Section, as the case may be,
of this Indenture;
	 
	 	1.1.5	 	unless the context otherwise requires, any reference to a
statute, rule or regulation refers to the same (including any successor
statute, rule or regulation thereto) as it may be amended from time to time;
and
	 
	 	1.1.6	 	the words “herein”, “hereof” and “hereunder” and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.






“Act”, when used with respect to any Holder, has the meaning specified in Section
1.4.



 









 






“Additional Amounts” has the meaning specified in Section 10.7.




“Affiliate” of any specified Person means (i) any other Person who directly or
indirectly, through one or more intermediaries, controls or is controlled by, or is
under common control with such specified Person or (ii) for the purposes of the
definition of Indebtedness, any other Person in which such specified Person has a
20% or more holding of voting shares. For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.




“Agent Members” has the meaning specified in Section 3.4.5.




“Applicable Procedures” of the Depositary means, with respect to any matter at any
time, the policies and procedures of the Depositary, if any, that are applicable to
such matter at such time.




“Authenticating Agent” means any Person authorized by the Trustee pursuant to
Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or
more series.




“Board of Directors” means either the board of directors of the Company or any
committee of that board duly authorized to act for it in respect hereof.




“Board Resolution” means a copy of a resolution that has been duly adopted by the
Board of Directors or the Executive Board of the Company, as the case may be, duly
certified by the Secretary or an Assistant Secretary of such body as being in full
force and effect on the date of such certification, and delivered to the Trustee.




“Brazil” means the Federative Republic of Brazil.




“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in The City of New York or the City of Rio
de Janeiro are authorized or obligated by law or executive order to close.




“Clearstream, Luxembourg” has the meaning specified in Section 3.4.5.




“Commission” means the U.S. Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time after the execution
of this instrument such Commission is not existing and performing the duties now
assigned to it under applicable law, then the body performing such duties at such
time.




“Company” means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean such
successor Person.




“Company Request” or “Company Order” means a written request or order signed on
behalf of the Company by any two of its Directors or its attorneys in fact in
accordance with its bylaws and delivered to the Trustee.




“Consolidated Net Tangible Assets” means total assets (stated net of applicable
reserves and other properly deductible items, to the extent not already deducted in
the computation of total assets) after deducting therefrom (i) all current
liabilities and (ii) all goodwill, trade names, trademarks, patents and other like
intangible assets, each as set forth on the most recent balance sheet of the Company
and its consolidated Subsidiaries and computed in accordance with U.S. generally
accepted accounting principles.



2









 






“Corporate Trust Office” means the office of the Trustee at which at any particular
time its corporate trust business shall be principally administered which office as
of the date hereof is located at 101 Barclay Street, 4E, New York, New York 10286,
Attention: Global Finance Americas, Fax: (212) 815-5550, Tel: (212) 815-5802.




“Corporation” means a corporation, association, company, limited liability company,
joint-stock company or business trust.




“Defaulted Interest” has the meaning specified in Section 3.6.




“Default Rate of Interest” means the rate of interest otherwise payable on the
principal of the Securities plus 1% per annum.




“Depositary” means The Depository Trust Company until a successor Depositary shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Depositary” shall mean such successor Depositary.




“Dollar” and “$” mean a U.S. Dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the payment
of public and private debts.




“Euroclear” has the meaning specified in Section 3.4.5.




“Event of Default” has the meaning specified in Section 5.1.




“Exchange Act” means the U.S. Securities Exchange Act of 1934 and any successor
statute thereto.




“Executive Board” means the executive officers of the Company that are responsible
for day to day operations and the implementation of the general policies and
guidelines set forth by the Board of Directors.




“Expiration Date” has the meaning specified in Section 1.4.7.




“Foreign Taxes” has the meaning specified in Section 10.7.




“Global Security” means a Security that evidences all or part of the Securities of
any series and is authenticated and delivered to, and registered in the name of, the
Depositary for such Securities or a nominee thereof.




“Holder” means, with respect to any Security, a Person in whose name such Security
is registered in the Security Register.




“Indebtedness” means with respect to any Person, any amount payable (whether as a
direct obligation or indirectly through a guarantee by such Person) pursuant to (i)
an agreement or instrument involving or evidencing money borrowed, (ii) a
conditional sale or a transfer with recourse or with an obligation to repurchase or
(iii) a lease with substantially the same economic effect as any such agreement or
instrument and which, under U.S. generally accepted accounting principles, would
constitute a capitalized lease obligation, provided, however, that as used in
Section 5.1.3, “Indebtedness” shall not include any payment made by the Company on
behalf of an Affiliate, upon any Indebtedness of such Affiliate becoming immediately
due and payable as a result of a default by such Affiliate, pursuant to a guarantee
or similar instrument provided by the Company in connection with such Indebtedness,
provided that such payment made by the Company is made within five Business Days of
notice being provided to the Company that payment is due under such guarantee or
similar instrument.



3









 






“Indenture” means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all
purposes of this instrument and any such supplemental indenture, the provisions of
the Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall also
include the terms of particular series of Securities established as contemplated by
Section 3.1.




“Interest Payment Date” when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.




“Judgment Currency” has the meaning specified in Section 10.8.




“Lien” means any mortgage, charge, pledge, lien, hypothecation, security interest or
other encumbrance, including, without limitation, any equivalent of the foregoing
created under the laws of Brazil or any other jurisdiction.




“Maturity” when used with respect to any Security, means the date on which the
principal of such Security becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for
redemption, exercise of repurchase right or otherwise.




“Moody’s” means Moody’s Investors Service, Inc.




“Notice of Default” means a written notice of the kind specified in Section 6.2.




“Officers’ Certificate” means a certificate signed in the name of the Company by any
two of its Directors, executive officers or attorneys in fact in accordance with its
bylaws, and delivered to the Trustee, provided however that an Officers’ Certificate
pursuant to Section 10.4 shall be signed in the name of the Company by any two of
the Company’s principal executive, financial or accounting officers.




“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the
Company, and who shall be reasonably acceptable to the Trustee.




“Outstanding” when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:




	 	(i)	 	Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;
	 
	 	(ii)	 	Securities for whose payment, redemption or repurchase money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption shall have been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee shall have been
made; and
	 
	 	(iii)	 	Securities which have been paid pursuant to Section 3.5 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to
it that such Securities are held by a protected purchaser in whose hands such
Securities are valid obligations of the Company;






provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization,



4









 







direction, notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the Dollar
equivalent, determined as of such date in the manner provided as contemplated by
Section 3.1.11, of the principal amount of such Security, and (B) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent,
waiver or other action, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor.




“Paying Agent” means any Person (i) having a combined capital and surplus of not
less than $100,000,000, (ii) subject to supervision or examination by Federal or
State authority and (iii) having a long-term unsecured debt rating with respect to
U.S. dollar obligations of at least A2 or its equivalent rating by Moody’s, that is
authorized by the Company to pay the principal of or any premium or interest on any
Securities on behalf of the Company.




“Permitted Lien” with respect to any series of Securities issued hereunder, means
any Lien:




	 	(i)	 	granted upon or with regard to any property acquired by the
Company after the date of the issuance of Securities of such series to secure
the purchase price of such property or to secure Indebtedness incurred solely
for the purpose of financing the acquisition of such property, provided,
however, that the maximum sum secured by such security shall not exceed the
purchase price of such property or the Indebtedness incurred solely for the
purpose of financing the acquisition of such property;
	 
	 	(ii)	 	in existence on the date of the issuance of Securities of such
series and any extension, renewal or replacement thereof; provided, however,
that the total amount of Indebtedness so secured shall not exceed the amount so
secured on the date of the issuance of Securities of such series;
	 
	 	(iii)	 	arising by operation of law, such as tax, merchants’, maritime
or other similar liens arising in the ordinary course of the Company’s
business;
	 
	 	(iv)	 	arising in the ordinary course of business in connection with
the financing of export, import or other trade transactions to secure
Indebtedness of the Company;
	 
	 	(v)	 	securing or providing for the payment of Indebtedness incurred
in connection with any project financing by the Company; provided that such
security only extends to properties (which may include existing properties at
any pre-existing site selected for expansion) which are the subject of such
project financing, to any revenues from such properties, or to any proceeds
from claims belonging to the Company which arise from the operation, failure to
meet specifications, failure to complete, exploitation, sale or loss of, or
damage to, such property;
	 
	 	(vi)	 	granted upon or with regard to any present or future asset or
property of the Company to (i) any Brazilian governmental credit agency
(including, but not limited to the Brazilian National Treasury, Banco Nacional
de Desenvolvimento Econômico e Social, BNDES Participações S.A., Financiadora
de Estudos e Projetos and Agência Especial de Financiamento Industrial); (ii)
any Brazilian official financial institutions (including, but not limited to
Banco da Amazônia S.A. — BASA and Banco do Nordeste do Brasil S.A. — BNB);
(iii) any non-Brazilian official export-import bank or official export-import
credit




5









 






	 	 	 	insurer; or (iv) the International Finance Corporation or any non-Brazilian
multilateral or government-sponsored agency;
	 
	 	(vii)	 	existing on any asset prior to the acquisition thereof by the
Company and not created in contemplation of such acquisition;
	 
	 	(viii)	 	any Lien created over funds reserved for the payment of principal, interest
and premium, if any, due in respect of Securities issued under this Indenture;
or
	 
	 	(ix)	 	hereafter granted upon or in respect of any asset of the
Company other than those referred to in clauses (i) through (viii) above,
provided that the aggregate amount of Indebtedness secured pursuant to this
clause (ix) shall not, on the date any such Indebtedness is incurred, exceed an
amount equal to 10% of the Company’s stockholders’ equity (calculated on the
basis of the Company’s latest quarterly unaudited or annual audited
non-consolidated financial statements, whichever is the most recently prepared,
in accordance with accounting principles generally accepted in Brazil and
currency exchange rates prevailing on the last day of the period covered by
such financial statements).






“Person” means any individual, corporation, limited liability company, partnership,
joint venture, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof.




“Place of Payment” when used with respect to the Securities of any series and
subject to Section 10.2, means the place or places where the principal of and any
premium and interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.6.




“Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and
delivered under Section 3.5 in exchange for or in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.




“RDA” has the meaning specified in Section 1.14.




“Redemption Date” when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.




“Redemption Price” when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to this Indenture as set forth in such
Security.




“Regular Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as contemplated
by Section 3.1.5.




“Repurchase Date” when used with respect to any Security to be repurchased, means
the date fixed for such repurchase by or pursuant to this Indenture.




“Repurchase Price” when used with respect to any Security to be repurchased, means
the price at which it is to be repurchased pursuant to this Indenture as set forth
in such Security.




“Responsible Officer” when used with respect to the Trustee, means other officer of
the Trustee having direct responsibility for the administration of this indenture
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.




6












 






“Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.




“Securities Act” means the U.S. Securities Act of 1933 and any successor statute
thereto.




“Security Register” and “Security Registrar” have the respective meanings specified
in Section 3.4.




“Significant Subsidiary” shall mean, at any time, a Subsidiary of which the
Company’s and its other Subsidiaries’ proportionate share of the total assets (after
intercompany eliminations) of the Subsidiary exceeds 10% of the total assets of the
consolidated group as of the end of the most recently completed fiscal year.




“Special Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 3.6.




“Stated Maturity” when used with respect to any Security or any installment of
interest thereon, means the date specified in such Security as the fixed date on
which the principal of such Security or such installment of interest is due and
payable.




“Subsidiary” shall mean any entity of which the Company directly or indirectly owns
more than 51% of the outstanding voting shares, and the Company has the ability to
elect a majority of the members of the board of directors or other governing body.




“Successor Corporation” has the meaning specified in Section 8.1.1.




“Successor Jurisdiction” means the jurisdiction, other than Brazil, in which a
Successor Corporation is incorporated or considered to be resident.




“Transfer” of any Security means any sale, pledge, transfer, hypothecation or other
disposition of such Security or any interest therein.




“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 and any successor
statute thereto.




“Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one Person, “Trustee” as used with respect to the Securities of any series
shall mean the Trustee with respect to Securities of that series. Each Trustee shall
be a Person that (i) is eligible pursuant to the Trust Indenture Act to act as such,
(ii) has a combined capital and surplus of at least $100,000,000, (iii) is subject
to supervision or examination by Federal or State authority, (iv) has a long-term
unsecured debt rating with respect to U.S. dollar obligations of at least A2 or its
equivalent rating by Moody’s and (v) has its Corporate Trust Office in the United
States.




“United States” or “U.S.” means the United States of America (including the States
thereof and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.




	 	1.2	 	Compliance Certificates and Opinions






Upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required hereunder and under the Trust Indenture
Act. Each such certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by any two officers of the



7









 







Company, or an Opinion of Counsel if to be given by counsel, and shall comply with
the requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.




Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (except for certificates provided for in Section
10.4) shall include,




	 	1.2.1	 	a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;
	 
	 	1.2.2	 	a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;
	 
	 	1.2.3	 	a statement that, in the opinion of each such individual, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and
	 
	 	1.2.4	 	a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.






	 	1.3	 	Form of Documents Delivered to Trustee






In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or give
an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.




Any certificate or opinion of any two officers of the Company may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officers know, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the matters
upon which the certificate or opinion is based are erroneous. Any such certificate
or opinion of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.




Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments under
this Indenture, they may, but need not, be consolidated and form one instrument.




	 	1.4	 	Acts of Holders; Record Dates






	 	1.4.1	 	Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and




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	 	 	 	(subject to Section 6.1) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.






	 	1.4.2	 	The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.
	 
	 	1.4.3	 	The ownership of Securities shall be proved by the Security
Register.
	 
	 	1.4.4	 	Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.
	 
	 	1.4.5	 	The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 1.6.
	 
	 	1.4.6	 	The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7.2 or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall




9









 






	 	 	 	be construed to prevent the Trustee from setting a new record date for any
action (whereupon the record date previously set shall automatically and
without any action by any Person be canceled and of no effect), nor shall
anything in this paragraph be construed to render ineffective any action
taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.6.






	 	1.4.7	 	With respect to any record date set pursuant to this Section,
the party hereto that sets such record date may designate any day as the
“Expiration Date” and from time to time may change the Expiration Date to any
earlier or later day, provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto
in writing, and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.6, on or prior to the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the party hereto that set such record date shall be
deemed to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable
record date.






Without limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to all or any
part of the principal amount of such Security or by one or more duly appointed
agents each of which may do so pursuant to such appointment with regard to all or
any part of such principal amount.




	 	1.5	 	Notices, Etc., to Trustee and Company






Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,




	 	1.5.1	 	the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing (which may be by facsimile) to or with the Trustee at its Corporate
Trust Office, or
	 
	 	1.5.2	 	the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the
Company, addressed to it at the address specified below or at any other address
previously furnished in writing to the Trustee by the Company:




Avenida Graça Aranha, No. 26, 17° Andar

20030-900 Rio de Janeiro, RJ, Brazil

Attention: Financial Director

Fax:          011-5521-3814-4679

Tel:          011-5521-3814-4726



with a copy to:



Attention: General Counsel

Fax:          011-5521-3814-9921

Tel:          011-5521-3814-4566




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	 	1.6	 	Notice to Holders; Waiver






Where this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the giving of
such notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.




In case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder.




Notwithstanding the provisions of this Section 1.6, in case any series of Securities
are listed in any stock exchange, a notice to holders of such Securities given in
accordance with the rules and procedures of such stock exchange shall be regarded as
a valid notice under this Section 1.6.




	 	1.7	 	Conflict with Trust Indenture Act






If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or excluded, as the case may be.




	 	1.8	 	Effect of Headings and Table of Contents






The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.




	 	1.9	 	Successors and Assigns






All covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.




	 	1.10	 	Separability Clause






In case any provision in this Indenture or in the Securities 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.




	 	1.11	 	Benefits of Indenture






Nothing in this Indenture or in the Securities, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder and the
Holders of Securities, any benefit or any legal or equitable right, remedy or claim
under this Indenture.




	 	1.12	 	Governing Law/Waiver of Jury Trial





11









 











THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.




EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.




	 	1.13	 	Legal Holidays






In any case where any Interest Payment Date, Redemption Date or Stated Maturity of
any Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of interest or principal (and
premium, if any) need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the Interest
Payment Date, Redemption Date or at the Stated Maturity, as the case may be;
provided that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.




	 	1.14	 	Consent to Service; Jurisdiction






The Company and the Trustee agree that any legal suit, action or proceeding arising
out of or relating to this Indenture, and the Company agrees that any legal suit,
action or proceeding arising out of or relating to the Securities, may be instituted
in any federal or state court in the Borough of Manhattan, The City of New York, in
respect of actions brought against each such party as a defendant, and each waives
any objection which it may now or hereafter have to the laying of the venue of any
such legal suit, action or proceeding, waives any immunity, to the extent permitted
by law, from jurisdiction or to service of process in respect of any such suit,
action or proceeding, waives any right to which it may be entitled on account of
place of residence or domicile and irrevocably submits to the jurisdiction of any
such court in any such suit, action or proceeding. The Company further submits to
the jurisdiction of the courts of their own corporate domiciles in any legal suit,
action or proceeding arising out of or relating to this Indenture or the Securities.
The Company hereby designates and appoints Rio Doce America, Inc. (“RDA”) located at
546 5th Avenue, 12th Floor, New York, New York, 10036, as its
authorized agent upon which process may be served in any legal suit, action or
proceeding arising out of or relating to this Indenture or the Securities which may
be instituted in any federal or state court in the Borough of Manhattan, The City of
New York, New York, and agree that service of process upon such agent, and written
notice of said service to the Company, as the case may be, by the Person serving the
same, shall be deemed in every respect effective service of process upon the Company
in any such suit, action or proceeding and further designate the domicile of RDA
specified above and any domicile RDA may have in the future as their domicile to
receive service of process. If for any reason RDA (or any successor agent for this
purpose) shall cease to act as agent for service of process as provided above, the
Company will promptly appoint a successor agent for this purpose reasonably
acceptable to the Trustee. The Company agrees to take any and all actions as may be
necessary to maintain such designation and appointment of such agent in full force
and effect.




	 	1.15	 	Language of Notices, Etc.






Any request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of publication.



2. Security Forms





	 	2.1	 	Forms Generally





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The Securities and the Trustee’s certificates of authentication shall be in
substantially the forms set forth in this Article or in such other form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture,
and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary thereof or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is established
by action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of such
board and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such Securities.




The definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.




	 	2.2	 	Form of Face of Security






The following legends shall appear on the face of each Global Security:




THIS SECURITY IS A GLOBAL SECURITY 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 THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF
AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION
3.4.2. OF THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.




The following legend shall appear on the face of each Global Security for which The
Depository Trust Company is to be the Depositary:




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



VALE S.A.




	 	 	 	 	 
	No. [____]
	 	 	 	 
	CUSIP No. [____]
	 	$	[____]	 






13









 







VALE S.A., a company organized under the laws of the Federative Republic of Brazil
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to
[___], or registered assigns, the principal sum of [___] Dollars on [___] [if the
Security is to bear interest prior to Maturity, insert — , and to pay interest
thereon from [___] or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on [___] and [___] in each year,
commencing [___], and at the Maturity thereof, at the rate of [___]% per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert — , provided that any principal [and premium], and any such installment of
interest, which is overdue shall bear interest at the rate of [___]% per annum (to
the extent that the payment of such interest shall be legally enforceable), from the
dates such amounts are due until they are paid or made available for payment, and
such interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the [___] or [___] (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any
such interest so payable, but not punctually paid or duly provided for on any
Interest Payment Date will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which this Security may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].




[If the Security is not to bear interest prior to Maturity, insert — The principal
of this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption, upon repurchase or at Stated
Maturity and in such case the overdue principal [and any overdue premium] shall bear
interest at the rate of [___]% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment. Interest on any overdue principal [or
premium] shall be payable on demand.]




Payment of the principal of [(and premium, if any)] and [if applicable, insert —
any such] interest on this Security will be made pursuant to the Applicable
Procedures of the Depositary as permitted in the Indenture, provided, however, that
if this Security is not a Global Security, payment may be made at the office or
agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States as at the time of payment is legal tender for
payment of public and private debts, upon surrender of this Security in the case of
any payment due at the Maturity of the principal thereof (other than any payment of
interest payable on an Interest Payment Date); and provided, further, that at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security
Register.




Reference is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.




Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.




In Witness Whereof, the Company has caused this instrument to be duly executed.



14









 




Dated: [_______]

VALE S.A.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	2.3	 	Form of Reverse of Security






This Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more tranches of one or
more series under an Indenture dated as of (herein called the
“Indenture”, which term shall have the meaning assigned to it in such instrument),
among the Company and The Bank of New York Mellon, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [if applicable, insert — , limited in aggregate
principal amount to $[ ]].




[If applicable, insert — The Securities of this series are subject to redemption
upon not less than [ ] days’ nor more than [ ] days’ notice, at any time
[if applicable, insert — on or after




[ ], 20[ ]], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If redeemed
[if applicable, insert — on or before [ ], [ ]%, and if redeemed] during the
12-month period beginning [ ] of the years indicated,



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	 	 	 	Redemption	 
	Year	 	Price	 	 	Year	 	 	Price	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







and thereafter at a Redemption Price equal to [ ]% of the principal amount, together
in the case of any such redemption with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holders of such Securities or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred
to on the face hereof, all as provided in the Indenture.]




[If the Security is subject to redemption of any kind, insert — In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]




[If the Security is not subject to redemption, insert — This Security is not
redeemable prior to Stated Maturity.]




[If applicable, insert — The Indenture contains provisions for defeasance at any
time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [,in each case] upon
compliance with certain conditions set forth in the Indenture.]



15









 






[If the Security is not an Original Issue Discount Security, insert — If an Event
of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.]




[If the Security is an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. Such amount shall be
equal to — insert formula for determining the amount. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any overdue
principal, premium and interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company’s obligations in respect
of the payment of the principal of and premium and interest, if any, on the
Securities of this series shall terminate.]




All payments in respect of the Securities shall be made without withholding or
deduction for any present or future taxes, duties, assessments or other governmental
charges of whatever nature imposed, levied, collected, withheld or assessed by or on
behalf of Brazil or any Successor Jurisdiction or any authority therein or thereof
having power to tax (“Foreign Taxes”) except to the extent that such Foreign Taxes
are required by Brazil, such Successor Jurisdiction or such authority to be withheld
or deducted. In the event of any withholding or deduction for any Foreign Taxes, the
Company shall make such deduction or withholding, make payment of the amount so
withheld to the appropriate governmental authority and pay such additional amounts
(“Additional Amounts”) as are necessary to ensure that the net amounts received by
the Holders of Securities after such withholding or deduction equals the respective
amounts of principal, [premium] and interest which would have been receivable in
respect of such Securities had no such withholding or deduction (including for any
Foreign Taxes payable in respect of Additional Amounts) been required, except that
no such Additional Amounts shall be payable with respect to any payment on a
Security:




	 	(x)	 	to, or to a third party on behalf of, a Holder who is liable
for any such taxes, duties, assessments or other governmental charges in
respect of such Security by reason of (A) a connection between the Holder and
Brazil other than the mere holding of such Security and the receipt of payments
with respect to such Security or (B) failure by the Holder to comply with any
certification, identification or other reporting requirement concerning the
nationality, residence, identity or connection with the Brazil or a Successor
Jurisdiction, or applicable political subdivision or authority thereof or
therein having power to tax, of such Holder, if compliance is required by such
Successor Jurisdiction, or any political subdivision or authority thereof or
therein having power to tax as a precondition to exemption from, or reduction
in the rate of, the tax, assessment or other governmental charge and the
Company has given the Holders at least 30 days’ notice that Holders will be
required to provide such certification, identification or other requirement;
	 
	 	(xi)	 	in respect of any such taxes, duties, assessments or other
governmental charges with respect to a Security surrendered (if surrender is
required) more than 30 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for and notice
thereof given to Holders, whichever occurs later, except to the extent that the
Holder of such Security would have been entitled to such Additional Amounts on
surrender of such Security for payment on the last day of such 30-day period;
	 
	 	(xii)	 	in respect of estate, inheritance, gift, sales, transfer,
personal property or similar tax, assessment or governmental charge imposed
with respect to a Security;
	 
	 	(xiii)	 	in respect of any tax, assessment or other governmental charge payable
otherwise than by deduction or withholding from payments on any series of
Securities or by direct payment by the Company in respect of claims made
against the Company;




16









 












	 	(xiv)	 	where such withholding or deduction is imposed on a payment to
an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
	 
	 	(xv)	 	in respect of any combination of the above.






For purposes of the provisions described in clause (i) above, the term “Holder” of
any Security means the direct nominee of any beneficial owner of such Security,
which holds such beneficial owner’s interest in such Security. Notwithstanding the
foregoing, the limitations on the Company’s obligation to pay Additional Amounts set
forth in clause (i) above shall not apply if the provision of information,
documentation or other evidence described in such clause (i) would be materially
more onerous, in form, in procedure or in the substance of information disclosed, to
a Holder or beneficial owner of a Security (taking into account any relevant
differences between U.S. and Brazilian law, regulation or administrative practice)
than comparable information or other reporting requirements imposed under U.S. tax
law (including tax treaties between the United States and Brazil), regulation
(including proposed regulations) and administrative practice.




The Company shall promptly provide the Trustee with documentation (which may consist
of certified copies of such documentation) satisfactory to the Trustee evidencing
the payment of Foreign Taxes in respect of which the Company has paid any Additional
Amounts. Copies of such documentation shall be made available to the Holders of the
Securities or the Paying Agent, as applicable, upon request therefor.




The Company shall pay all stamp, issue, registration, documentary or other similar
duties, if any, which may be imposed by Brazil or any governmental entity or
political subdivision therein or thereof, or any taxing authority of or in any of
the foregoing, with respect to the Indenture or the issuance of the Securities.




All references herein or in the Indenture to principal, premium or interest in
respect of any Security shall be deemed to include all Additional Amounts, if any,
payable in respect of such principal, premium or interest, unless the context
otherwise requires, and express mention of the payment of Additional Amounts in any
provision hereof shall not be construed as excluding reference to Additional Amounts
in those provisions hereof where such express mention is not made.




In the event that Additional Amounts actually paid with respect to the Securities
pursuant to the preceding paragraph are based on rates of deduction or withholding
of taxes in excess of the appropriate rate applicable to the Holder of such
Securities, and, as a result thereof such Holder is entitled to make claim for a
refund or credit of such excess from the authority imposing such withholding tax,
then such Holder shall, by accepting such Securities, be deemed to have assigned and
transferred all right, title, and interest to any such claim for a refund or credit
of such excess to the Company. However, by making such assignment, the Holder makes
no representation or warranty that the Company will be entitled to receive such
claim for a refund or credit and incurs no other obligation with respect thereto.




All references in the Indenture and the Securities to principal in respect of any
Security shall be deemed to mean and include any Redemption Price or Repurchase
Price payable in respect of such Security pursuant to any redemption or repurchase
right hereunder (and all such references to the Stated Maturity of the principal in
respect of any Security shall be deemed to mean and include the Redemption Date or
Repurchase Date with respect to any such Redemption Price or Repurchase Price), and
all such references to principal, premium, interest or Additional Amounts shall be
deemed to mean and include any amount payable in respect hereof pursuant to Section
10.7 of the Indenture, and express mention of the payment of any Redemption Price,
or Repurchase Price or any such other amount in any provision hereof or of the
Indenture shall not be construed as



17









 







excluding reference to the payment of any Redemption Price or Repurchase Price, or
any such other amounts in those provisions hereof where such express reference is
not made.




The Company may redeem the Securities if, as a result of any amendment to, or change
in, the laws (or any rules, or regulations thereunder) of Brazil or any political
subdivision or taxing authority thereof or therein affecting taxation or any
amendment to or change in an official interpretation, administration or application
of such laws, rules, or regulations (including a holding by a court of competent
jurisdiction), which amendment or change of such laws, rules, or regulations or the
interpretation thereof becomes effective on or after [Insert date specified therefor
in Securities of the applicable series], the Company would be obligated, after
taking measures the Company considers reasonable to avoid such requirement, to pay
Additional Amounts in excess of the Additional Amounts that the Company would be
obligated to pay if payments made on the Securities were subject to withholding or
deduction of Foreign Taxes at the rate of 15%. In such event, the Securities are
subject to redemption upon not less than 30 nor more than 60 days’ notice by mail,
at any time, as a whole but not in part, at the election of the Company, at a cash
price equal to the sum of (i) the principal amount of the Securities being redeemed,
(ii) any accrued original issue discount thereon to the date fixed for redemption,
(iii) accrued and unpaid current interest thereon to the date fixed for redemption,
(iv) any premium applicable in the case of redemption prior to Maturity, and (v) any
Additional Amounts (as defined in the Indenture) which would otherwise be payable.




The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions (i) permitting the
Holders of a majority in principal amount of the Securities at the time Outstanding
of any series to be affected under the Indenture, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and (ii) permitting the Holders of a majority in
principal amount of the Securities at the time Outstanding of any series to be
affected under the Indenture, on behalf of the Holders of all Securities of such
series, to waive certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.




As provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to the
Indenture, or for the appointment of a receiver or trustee, or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities of
this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of this
series at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any [premium or] interest hereon on or after the respective due
dates expressed herein.




No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any [premium and] interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.



18









 






As provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office of the Trustee
or agency of the Company in any place where the principal of and any [premium and]
interest on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.




The Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and any multiple thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and
of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same. No service charge shall be made for any such registration of
transfer or exchange, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.




Prior to due surrender of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.




[If this Security is a Global Security, insert-This Security is a Global Security
and is subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 3.4 thereof on transfers and exchanges of
Global Securities.]




This Security and the Indenture shall be governed by and construed in accordance
with the laws of the State of New York.




All terms used in this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.




Abbreviations




The following abbreviations, when used in the inscription of the face of this
Security, shall be construed as though they were written out in full according to
applicable laws or regulations:


TEN COM — as tenants in common

TEN ENT — as tenants by the [ ] entireties

JT TEN — as joint tenants with right of

survivorship and not as tenants in common

UNIF GIFT MIN ACT _________________ (Cust)

Custodian _____________ under Uniform (Minor)

Gifts to Minors Act __________ (State)





Additional abbreviations may also be used though not in the above list.




	 	2.4	 	Form of Trustee’s Certificate of Authentication






This is one of the Securities referred to in the within-mentioned Indenture.



Dated: [ ]



19









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



3. The Securities





	 	3.1	 	Amount Unlimited; Issuable in Series






The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.




The Securities may be issued in one or more tranches of one or more series. There
shall be established in or pursuant to a Board Resolution and, subject to Section
3.3, set forth, or determined in the manner provided, in an Officers’ Certificate,
or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,




	 	3.1.1	 	the title of the Securities, including CUSIP Numbers, of the
series (which shall distinguish the Securities of the series from Securities of
any other series);
	 
	 	3.1.2	 	any limit upon the aggregate principal amount of the
Securities which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 3.4, 3.5, 9.6 or 11.5 and except for any Securities which,
pursuant to Section 3.3, are deemed never to have been authenticated and
delivered hereunder);
	 
	 	3.1.3	 	the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;
	 
	 	3.1.4	 	the date or dates on which the principal of the Securities of
the series is payable;
	 
	 	3.1.5	 	the rate or rates at which the Securities of the series shall
bear interest, if any, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any interest payable on any Interest Payment Date;
	 
	 	3.1.6	 	the place or places where the principal of and any premium and
interest on Securities of the series shall be payable and the manner in which
any payment may be made;
	 
	 	3.1.7	 	the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;
	 
	 	3.1.8	 	the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which Securities
the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;




20









 












	 	3.1.9	 	the rights, if any, of the Holders of the series to demand
exchange of their Securities for Securities subject to a registration statement
under the Securities Act declared effective by the Commission;
	 
	 	3.1.10	 	if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable;
	 
	 	3.1.11	 	if other than the currency of the United States, the currency, currencies or
currency units in which payment of the principal of and any premium and
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States for
purposes of the definition of “Outstanding” in Section 1.1;
	 
	 	3.1.12	 	if the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index, the
manner in which such amounts shall be determined;
	 
	 	3.1.13	 	if the principal of or any premium or interest on any Securities of the
series is to be payable, at the election of the Company or a Holder thereof, in
one or more currencies or currency units other than that or those in which the
Securities are stated to be payable, the currency, currencies or currency units
in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made shall be payable, and the
periods within which and the terms and conditions upon which such election is
to be made;
	 
	 	3.1.14	 	if other than the principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.2;
	 
	 	3.1.15	 	any collateral or other security pledged against payment of principal,
interest or premium, if any, on the Securities;
	 
	 	3.1.16	 	the applicability, non-applicability, or variation, of Section 10.7 with
respect to the Securities of such series;
	 
	 	3.1.17	 	if and as applicable, that the Securities of the series shall be issuable in
whole or in part in the form of one or more Global Securities and, in such
case, the Depositary or Depositaries for such Global Security or Global
Securities and any circumstances other than those set forth in Section 3.4 in
which any such Global Security may be transferred to, and registered and
exchanged for Securities registered in the name of, a Person other than the
Depositary for such Global Security or a nominee thereof and in which any such
transfer may be registered;
	 
	 	3.1.18	 	the terms and conditions, if any, pursuant to which the Securities are
convertible into or exchangeable for any other securities;
	 
	 	3.1.19	 	any addition to or change in the covenants set forth in Article 10 which
applies to the Securities of the series;
	 
	 	3.1.20	 	the applicability of Article 12 with respect to the Securities of such
series; and
	 
	 	3.1.21	 	any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.1.5).






21











 






All Securities of any one series shall be substantially identical except as to issue
price and first payment of interest.




If any of the terms of the series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of such board and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth the
terms of the series.




Notwithstanding
Section 3.1.2 herein and unless otherwise expressly provided with
respect to a series of Securities, the aggregate principal amount of a series of
Securities may be increased and additional Securities of such series may be issued
up to the maximum aggregate principal amount authorized with respect to such series
as increased.



     3.2   Denominations




The Securities shall be issuable only in registered form without coupons and, unless
otherwise specified as contemplated by Section 3.1.10, only in denominations of
$1,000 and any integral multiple thereof.



     3.3   Execution, Authentication, Delivery and Dating




The Securities shall be executed on behalf of the Company by any two of its officers
or its attorneys in fact in accordance with its bylaws. The signature of any of
these officers or attorneys in fact on the Securities may be manual or facsimile.




Securities bearing the manual or facsimile signatures of individuals who were at any
time the proper officers or attorneys in fact of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not hold
such offices at the date of such Securities.




At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with
such Company Order shall authenticate and deliver such Securities. If the form or
terms of the Securities of the series have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive, and (subject
to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating,




	 	3.3.1	 	if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.1, that such form has
been established in conformity with the provisions of this Indenture;
	 
	 	3.3.2	 	if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this Indenture; and
	 
	 	3.3.3	 	that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles.




22









 












If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if, in the opinion of counsel to the Trustee, the issue
of such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture.




Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant
to such preceding paragraph at or prior to the authentication of each Security of
such series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued and in that case
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding effect
and enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in
connection with the first authentication of Securities of such series.




Each Security shall be dated the date of its authentication.




No Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee
by manual signature of an authorized officer, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder.




Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.8,
for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of
this Indenture.



     3.4   Registration, Registration of Transfer and Exchange




The Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register for each series of Securities (the registers maintained in such office and
in any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Security Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers and exchanges of Securities. The Trustee
is hereby appointed “Security Registrar” for the purpose of registering Securities
and registering transfers and exchanges of Securities as herein provided; provided,
however, that the Company may appoint co-Security Registrars. Such Security Register
shall be in written form or in any other form capable of being converted into
written form within a reasonable period of time. At all reasonable times the
Security Register shall be open for inspection by the Company.




Upon surrender for registration of transfer of any Security of any series at the
office or agency of the Company maintained for such purpose, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee, one or more new Securities of the same series of any
authorized denomination or denominations of like tenor and aggregate principal
amount.




Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for the individual Securities represented thereby, a
Global Security representing all or a portion of the Securities of a series may not
be transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a successor
Depositary for such series or a nominee of such successor Depositary.



23









 






At the option of the Holder and subject to the other provisions of this Section,
Securities of any series (other than a Global Security, except as set forth below)
may be exchanged for other Securities of the same series of any authorized
denomination or denominations of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at the office or agency of the Company
maintained for such purpose.




Whenever any Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Securities that the Holder
making the exchange is entitled to receive.




No service charge shall be made for any registration of transfer or exchange of
Securities, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with
any registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 9.6 or 11.5 not involving any registration of transfer.




Every Security presented or surrendered for registration of transfer or exchange
shall (if so required by the Company, the Trustee or the Security Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form satisfactory
to the Company, the Trustee and the Security Registrar, duly executed, by the Holder
thereof or his attorney duly authorized in writing.




If the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register the
transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any such
Securities selected for redemption under Section 11.2 and ending at the close of
business on the day of such mailing, or (B) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.




All Securities issued upon any registration of transfer or exchange of Securities
shall be valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered for such
registration of transfer or exchange.




The
provisions of Sections 3.4.1, 3.4.2, 3.4.3, 3.4.4 and 3.4.5 below shall apply
only to Global Securities:




	 	3.4.1	 	Each Global Security authenticated under this Indenture shall
be registered in the name of the Depositary or a nominee thereof and delivered
to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this
Indenture.
	 
	 	3.4.2	 	Notwithstanding any other provision in this Indenture or the
Securities, no Global Security of a series may be exchanged in whole or in part
for Securities registered, and no transfer of a Global Security of a series in
whole or in part may be registered, in the name of any Person other than the
Depositary or a nominee thereof unless (A) the Depositary for the Securities of
a series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary
for the Securities of such series ceases to be a clearing agency registered
under the Exchange Act, at a time when such Depositary is required to be so
registered in order to act as depositary, and in each case, a successor
Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility or (B) the Company in its sole discretion determines that
individual Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or
Securities. In




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	 	 	 	such event the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities
of such series, will authenticate and deliver, individual Securities of such
series in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing Securities of such series in
exchange for such Global Security or Securities. Any Global Security
exchanged pursuant to clause (A) above shall be so exchanged in whole and
not in part and any Global Security exchanged pursuant to clause (B) above
may be exchanged in whole or from time to time in part as directed by the
Depositary. Any Security issued in exchange for a Global Security or any
portion thereof shall be a Global Security, provided that any such Security
so issued that is registered in the name of a Person other than the
Depositary or a nominee thereof shall not be a Global Security.
	 
	 	3.4.3	 	In any exchange pursuant to Section 3.4.2 above, the Company
will execute and the Trustee will authenticate and deliver individual
Securities in registered form in authorized denominations. Upon the exchange of
a Global Security for individual Securities, such Global Security shall be
canceled by the Trustee. Individual Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered. If specified by the Company
pursuant to Section 3.4.2(B) with respect to a series of Securities, the
Depositary for such series of Securities may surrender a Global Security for
such series of Securities in exchange in whole or in part for individual
Securities of such series on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (i) to each Person specified
by such Depositary a new individual Security or Securities of the same series,
of any authorized denomination as requested by such Person in aggregate
principal amount equal to and in exchange for such Persons’ beneficial interest
in the Global Security; and (ii) to such Depositary a new Global Security in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of
individual Securities delivered to Holders thereof.
	 
	 	3.4.4	 	In the event of the occurrence of any of the events specified
in Section 3.4.2 above, the Company will promptly make available to the Trustee
a reasonable supply of certificated Securities in definitive, fully registered
form, without interest coupons.
	 
	 	3.4.5	 	Neither any members of, or participants in, the Depositary
(“Agent Members”) nor any other Persons on whose behalf Agent Members may act
(including Euroclear Bank S.A./N.V., as operator of the Euroclear System
(“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream,
Luxembourg”) and account holders and participants therein) shall have any
rights under this Indenture with respect to any Global Security, or under any
Global Security, and the Depositary or such nominee, as the case may be, may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner and holder of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or such nominee, as the case may be, or impair, as between the
Depositary, its Agent Members and any other person on whose behalf an Agent
Member may act, the operation of customary practices of such Persons governing
the exercise of the rights of a holder of any Security.
	 
	 	3.4.6	 	None of the Company, the Trustee or any agent of the Company
or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.




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     3.5   Mutilated, Destroyed, Lost and Stolen Securities




If any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.




If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any agent
of either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a protected purchaser, the Company
shall execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding.




In case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security upon compliance with the foregoing
provisions.




Upon the issuance of any new Security under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.




Every new Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.




The provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.



     3.6   Payment of Interest; Interest Rights Preserved




Interest on any Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.




Any interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in
Section 3.6.1 or
3.6.2 below:




	 	3.6.1	 	The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security of
such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed




26









 






	 	 	 	payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this Section provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following
Section 3.6.2.
	 
	 	3.6.2	 	The Company may make payment of any Defaulted Interest on the
Securities of any series to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Section, such manner of payment shall be
deemed practicable by the Trustee.






Subject to the foregoing provisions of this Section, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Security.



     3.7   Persons Deemed Owners




Prior to due surrender of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose
name such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 3.6)
interest on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.



     3.8   Cancellation




All Securities surrendered for payment, redemption, repurchase, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be disposed of in accordance with its customary procedures, unless
otherwise directed by a Company Order.



     3.9   Computation of Interest




Unless otherwise specified under Section 3.1 with respect to the Securities of a
particular series, interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.



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     3.10  CUSIP or “ISIN” Numbers




The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in
notices of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any change
in the CUSIP or ISIN numbers.



4. Satisfaction And Discharge




     4.1   Satisfaction and Discharge of Indenture




This Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when




4.1.1 either




	 	(i)	 	all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.5
and (ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.3) have been delivered to the Trustee for
cancellation; or
	 
	 	(ii)	 	all such Securities not theretofore delivered
to the Trustee for cancellation






	 	(a)	 	have become due and payable, or
	 
	 	(b)	 	will become due and payable at
their Stated Maturity within one year, or
	 
	 	(c)	 	are to be called for redemption
within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company,






and the Company, in the case of (i) or (ii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for
the purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity, Redemption
Date or Repurchase Date, as the case may be;




	 	4.1.2	 	the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and
	 
	 	4.1.3	 	the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.






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Notwithstanding the satisfaction and discharge of this Indenture, the obligations of
the Company to the Trustee under Section 6.7, the obligations of the Company to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited with
the Trustee pursuant to clause (ii) of Section 4.1.1, the
obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3
shall survive such satisfaction and discharge.




	 	4.2	 	Application of Trust Money






Subject to the provisions of the last paragraph of Section 10.3, all money deposited
with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting
as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment such
money has been deposited with the Trustee.



5. Remedies





	 	5.1	 	Events of Default






“Event of Default”, wherever used herein with respect to Securities of any series,
means any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) shall have occurred and be
continuing:




	 	5.1.1	 	a failure to pay any interest (or Additional Amounts, if any)
on any of the Securities of the series on the date when due and such failure
shall continue for a period of 30 days;
	 
	 	5.1.2	 	a failure to pay any principal or premium, if any, (or
Additional Amounts, if any) on any of the Securities of the series on the date
when due;
	 
	 	5.1.3	 	any default or event of default by the Company or any
Significant Subsidiary occurring and continuing under any agreement, instrument
or other document evidencing outstanding Indebtedness in excess of $50,000,000
in aggregate (or its equivalent in other currencies) and such default or event
of default results in the actual acceleration of such Indebtedness;
	 
	 	5.1.4	 	the Company shall fail to perform or observe any other
covenant or agreement in respect of the Securities of the series issued under
this Indenture or in a supplemental indenture (other than a covenant which has
been expressly included in this Indenture solely for the benefit of series of
Securities other than that series) and such failure shall continue for a period
of 60 days after there has been given by registered or certified international
air mail to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of
such series, a written notice specifying such default and requiring it to be
remedied and stating that such notice is a “Notice of Default;”
	 
	 	5.1.5	 	the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable
bankruptcy, insolvency, suspension of payments, reorganization or other similar
law, or (B) a decree or order adjudging the Company or any Significant
Subsidiary a bankrupt or insolvent, or suspending payments, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any Significant Subsidiary under
any applicable law, or appointing a custodian, receiver, liquidator, assignee,
trustee,




29









 






	 	 	 	sequestrator or other similar official of the Company or any Significant
Subsidiary or of any substantial part of the property of the Company or any
Significant Subsidiary, or ordering the winding up or liquidation of the
affairs of the Company or any Significant Subsidiary, and the continuance of
any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days; or
	 	5.1.6	 	the commencement by the Company or any Significant Subsidiary
of a voluntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the Company or any
Significant Subsidiary to the entry of a decree or order for relief in respect
of the Company or any Significant Subsidiary in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, suspension of payments,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company or any Significant
Subsidiary, or the filing by the Company or any Significant Subsidiary of a
petition or answer or consent seeking reorganization or relief under any
applicable law or the consent by the Company or any Significant Subsidiary to
the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or any Significant Subsidiary or of any substantial
part of the property of the Company or any Significant Subsidiary, or the
making by the Company or any Significant Subsidiary of an assignment for the
benefit of creditors, or the admission by the Company or any Significant
Subsidiary in writing of its inability to pay its debts generally as they
become due or the taking of corporate action by the Company or any Significant
Subsidiary in furtherance of any such action (evidenced by the adoption of a
corporate resolution in favor of any such actions or an action of any of the
officers of the Company or such Significant Subsidiary that similarly binds the
Company or such Significant Subsidiary, as the case may be), or the general
inability of the Company or any Significant Subsidiary to make payment of their
obligations as they come due; or
	 
	 	5.1.7	 	any illegality event occurring and continuing under any of the
Series A and Series B 8.625% Enhanced Guaranteed Notes due 2007, Series A and
Series B 9% Guaranteed Notes due 2013, 6.25% Guaranteed Notes due 2016 or 8.25%
Guaranteed Notes due 2034 of Vale Overseas Limited guaranteed by the Company
(each “Prior Bonds”) outstanding in excess of $50,000,000 in aggregate and such
illegality event results in the actual acceleration of such Prior Bonds.






	 	5.2	 	Acceleration of Maturity; Rescission and Annulment






If an Event of Default with respect to any series of Securities (other than those
Events of Default in Sections 5.1.5 and 5.1.6 insofar as they relate to the Company
but not to a Significant Subsidiary of the Company), occurs and is continuing, then
and in every such case, including an Event of Default in Sections 5.1.5 and 5.1.6
relating to a Significant Subsidiary of the Company, the Trustee shall, at the
written request of the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series, by notice in writing to the Company, declare
the principal of all the Securities of that series to be due and payable
immediately, and upon any such declaration such principal and any accrued interest
and any unpaid Additional Amounts thereon shall become immediately due and payable.
If an Event of Default specified in Sections 5.1.5 and 5.1.6 occurs and is
continuing with respect to the Company (but not a Significant Subsidiary of the
Company), the principal and any accrued interest, together with any Additional
Amounts thereon, on all of the Securities of that series then Outstanding shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.




At any time after such a declaration of acceleration with respect to Securities of
any series at the time Outstanding has been made and before a judgment or decree for
payment of the money due



30









 







has been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding Securities of that
series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if




	 	5.2.1	 	the Company has paid or deposited with the Trustee a sum
sufficient to pay






	 	(i)	 	all overdue interest and any Additional Amounts
thereon on all of the Securities of that series,
	 
	 	(ii)	 	the principal of any Securities of that series
which have become due otherwise than by such declaration of
acceleration,
	 
	 	(iii)	 	to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate borne by (or
prescribed therefor in) the Securities of that series, and
	 
	 	(iv)	 	all sums paid or advanced by the Trustee
hereunder and all amounts owing the Trustee under Section 6.7;






and




	 	5.2.2	 	all Events of Default with respect to such series of
Securities, other than the non-payment of the principal of Securities which has
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 5.13.






No such rescission shall affect any subsequent default or impair any right consequent thereon.




	 	5.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee






The Company covenants that if




	 	5.3.1	 	default is made in the payment of any interest (including any
Additional Amounts) on any Security when such interest becomes due and payable
and such default continues for a period of 30 days, or
	 
	 	5.3.2	 	default is made in the payment of the principal (including any
Redemption Price or Repurchase Price) of (or premium, if any, on) any Security
at the Maturity thereof,






the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such Securities
for principal and any premium and interest, and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and premium
and on any overdue interest, at the rate borne by (or prescribed therefor in) such
Securities, together with any Additional Amounts thereon, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and all amounts due the Trustee
under Section 6.7.




If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of that series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any
other proper remedy.




	 	5.4	 	Trustee May File Proofs of Claim





31









 











In case of any judicial proceeding relative to the Company (or any other obligor
upon the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section
6.7.




No provision of this Indenture shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any
Holder thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding; provided, however, that the Trustee may, on behalf of
the Holders, vote for the election of a trustee in bankruptcy or similar official
and be a member of a creditors’ or other similar committee.




	 	5.5	 	Trustee May Enforce Claims Without Possession of Securities






All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision for
the payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Securities in respect of which such judgment has been recovered.




	 	5.6	 	Application of Money Collected






Any money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:




FIRST: To the payment of all amounts due the Trustee under Section 6.7;




SECOND: To the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal and
any premium and interest, respectively; and




THIRD: Any remaining amounts shall be repaid to the Company.




	 	5.7	 	Limitation on Suits






No Holder of any Securities of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless




	 	5.7.1	 	such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that series;




32









 






	 	5.7.2	 	the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;
	 
	 	5.7.3	 	such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;
	 
	 	5.7.4	 	the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and
	 
	 	5.7.5	 	no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;






it being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders,
or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders.




	 	5.8	 	Unconditional Right of Holders to Receive Principal, Premium and Interest






Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the
principal of and any premium and (subject to Section 3.6) interest on such Security
on the respective Stated Maturities expressed in such Security (or, in the case of
redemption or repurchase, on the Redemption Date or Repurchase Date, as the case may
be), and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.




	 	5.9	 	Restoration of Rights and Remedies






If the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.




	 	5.10	 	Rights and Remedies Cumulative






Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.5, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or
in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.




	 	5.11	 	Delay or Omission Not Waiver






No delay or omission of the Trustee or of any Holder of any Security to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by



33









 







this Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.




	 	5.12	 	Control by Holders






The Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series, provided
that




	 	5.12.1	 	such direction shall not be in conflict with any rule of law or with this
Indenture,
	 
	 	5.12.2	 	the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction, and
	 
	 	5.12.3	 	subject to the provisions of Section 6.1, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding
so directed would involve the Trustee in personal liability against which
indemnity would not be satisfactory.






	 	5.13	 	Waiver of Past Defaults






Subject to Section 5.2, the Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past Event of Default hereunder with respect to
such series and its consequences, except a default




	 	5.13.1	 	in the payment of the principal of or any premium or interest on any Security
of such series, or
	 
	 	5.13.2	 	in respect of a covenant or provision hereof which under Article 9 cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.






Upon any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.




	 	5.14	 	Undertaking for Costs






In any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an undertaking
to pay the costs of such suit, and may assess costs, including reasonable attorneys’
fees and expenses, against any such party litigant, in the manner and to the extent
provided in the Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company or
the Trustee or in any suit to require the Company to repurchase any Security in
accordance with its terms.




	 	5.15	 	Waiver of Usury, Stay or Extension Laws






The Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may



34









 







lawfully do so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.



6. The Trustee





	 	6.1	 	Certain Duties and Responsibilities






The duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.




	 	6.2	 	Notice of Default; Potential Default






If a default occurs hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as and to
the extent provided by the Trust Indenture Act (a “Notice of Default”).
Specifically, the Trustee shall provide Notice of Default to each Holder promptly,
but in no event later than within 15 days of occurrence, and in the manner provided
by Section 313(c) of the Trust Indenture Act or any successor section thereto, of
any default of which the Trustee is aware. The Trustee shall also provide a notice
to each Holder of any claim of default within 30 days of receiving a written
assertion of such claim from Holders of no less than 10% of the aggregate principal
amount of Securities then outstanding. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.




	 	6.3	 	Certain Rights of Trustee






Subject to the provisions of Section 6.1:




	 	6.3.1	 	the Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document (whether in its original or facsimile form) believed by it to be
genuine and to have been signed or presented by the proper party or parties;
	 
	 	6.3.2	 	any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a written request or direction signed on behalf of
the Company by any two of its officers or its attorneys in fact in accordance
with its bylaws;
	 
	 	6.3.3	 	whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers’ Certificate;
	 
	 	6.3.4	 	the Trustee may consult with counsel of its own choice and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;






35












 






	 	6.3.5	 	the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee security or indemnity satisfactory to it against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;
	 
	 	6.3.6	 	the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document in
connection with this Indenture, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation;
	 
	 	6.3.7	 	the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; provided that the Trustee shall be required to terminate any such
agent if it has actual knowledge of any willful or negligent failure by such
agent to perform its delegated duties;
	 
	 	6.3.8	 	the Trustee shall not be deemed to have notice of any default
or Event of Default with respect to Securities of any series unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default or Event of Default
is received by the Trustee at the Corporate Trust Office of the Trustee from
the Company or any Holder, and such notice references the Securities and this
Indenture;
	 
	 	6.3.9	 	the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder;
	 
	 	6.3.10	 	the Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded;
	 
	 	6.3.11	 	the permissive rights of the Trustee enumerated herein shall not be construed
as duties;
	 
	 	6.3.12	 	in no event shall the Trustee be responsible or liable for special, indirect,
or consequential loss or damage of any kind whatsoever (including, but not
limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action; and
	 
	 	6.3.13	 	the Trustee shall not be responsible or liable for any failure or delay in
the performance of its obligations under this Indenture arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; epidemics; riots; interruption, loss
or malfunctions of utilities, computer (hardware or software) or communications
service; accidents; labor disputes; acts of civil or military authority or
governmental actions; it being understood that the Trustee shall use its best
efforts to resume performance as soon as practicable under the circumstances.




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	 	6.4	 	Not Responsible for Recitals or Issuance of Securities






Neither the Trustee nor any Authenticating Agent assume any responsibility for the
correctness of the recitals contained herein and in the Securities, except the
Trustee’s certificates of authentication. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or application
by the Company of the proceeds of the Securities.




	 	6.5	 	May Hold Securities






The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.




	 	6.6	 	Money Held in Trust






Money held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in writing
with the Company.




	 	6.7	 	Compensation and Reimbursement






	 	6.7.1	 	The Company agrees to pay to the Trustee from time to time
such compensation as shall be agreed in writing between the parties for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust).
	 
	 	6.7.2	 	The Company agrees, except as otherwise expressly provided
herein, to reimburse the Trustee upon its request for all reasonable and
itemized expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or willful misconduct.
	 
	 	6.7.3	 	The Company agrees to fully indemnify each of the Trustee and
any predecessor Trustee for, and to hold it harmless against, any and all
losses, liabilities, damages, claims or expenses incurred without negligence or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim (whether asserted by
the Company, a Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder.






When the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.1.5 or Section 5.1.6, the expenses (including the
reasonable and documented charges and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.




As security for the performance of the obligations of the Company under this
Section, the Trustee shall have a claim prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust for
the payment of principal of (premium, if any) or interest on such Securities.



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The provisions of this Section shall survive the resignation or removal of the
Trustee and the satisfaction and discharge of this Indenture.




	 	6.8	 	Conflicting Interests






If the Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture. To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of being a trustee under this Indenture with respect to Securities of more
than one series.




	 	6.9	 	Corporate Trustee Required; Eligibility






There shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be a Trustee hereunder for Securities of one or
more other series. Each Trustee shall be a Person that (i) is eligible pursuant to
the Trust Indenture Act to act as such, (ii) has a combined capital and surplus of
at least $100,000,000, (iii) is subject to supervision or examination by Federal or
State authority, (iv) has a long-term unsecured debt rating with respect to U.S.
dollar obligations of at least A2 or its equivalent rating by Moody’s and (v) has
its Corporate Trust Office in the United States. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and surplus of
such Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee with
respect to the Securities of any series shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.




	 	6.10	 	Resignation and Removal; Appointment of Successor






No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of Section
6.11.




The Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.11 shall not have been
delivered to the Trustee within 45 days after the giving of such notice of
resignation, the resigning Trustee may, at the expense of the Company, petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




The Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company.




If at any time:




	 	6.10.1	 	the Trustee shall fail to comply with Section 6.8 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or
	 
	 	6.10.2	 	the Trustee shall cease to be eligible under Section 6.9 and shall fail to
resign after written request therefor by the Company or by any such Holder, or




38









 






	 	6.10.3	 	the Trustee shall become incapable of acting or shall be adjudged a bankrupt
or insolvent or a receiver of the Trustee or of its property shall be appointed
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,






then, in any such case, (A) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (B) subject to Section 5.14, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.




If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the Securities of that or
those series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section
6.11. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities of
any series shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the Company.
If no successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.




The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of Securities of
such series in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.




	 	6.11	 	Acceptance of Appointment by Successor






In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts
of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder.




In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the



39









 







Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3)
shall add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than
one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal of
the retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such successor
Trustee relates.




Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in the first or second
preceding paragraph, as the case may be.




No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.




	 	6.12	 	Merger, Conversion, Consolidation or Succession to Business






Any corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Securities.




	 	6.13	 	Preferential Collection of Claims Against Company






If and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or any
such other obligor).




	 	6.14	 	Appointment of Authenticating Agent






The Trustee may appoint an Authenticating Agent or Agents which shall be authorized
to act on behalf of the Trustee to authenticate Securities issued upon original
issue and upon exchange, registration of transfer, or partial redemption or pursuant
to Section 3.5, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the



40









 







Company and shall at all times be a corporation organized and doing business under
the laws of the United States, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, have a combined capital
and surplus of at least $100,000,000, be subject to supervision or examination by
Federal or State authority and have a long-term unsecured debt rating with respect
to U.S. dollar obligations of at least A2 or its equivalent rating by Moody’s. If
such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.




Any corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or
any corporation succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided such
corporation shall be otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.




An Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may appoint
a successor Authenticating Agent which shall be acceptable to the Company and shall
mail written notice of such appointment by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.




The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.




If an appointment is made pursuant to this Section, the Securities may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form:




This is one of the Securities referred to in the within-mentioned Indenture.



The Bank of New York Mellon,...............

as Trustee




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




	 	6.15	 	Trustee’s Application for Instructions from the Company




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Any application by the Trustee for written instructions from the Company may, at the
option of the Trustee, set forth in writing any action proposed to be taken or
omitted by the Trustee under this Indenture and the date on and/or after which such
action shall be taken or such omission shall be effective. The Trustee shall not be
liable for any action taken by, or omission of, the Trustee in accordance with a
proposal included in such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date any
officer of the Company actually receives such application, unless any such officer
shall have consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Trustee shall have
received written instructions in response to such application specifying the action
to be taken or omitted.



7. Holders’ Lists and Reports by Trustee and Company





	 	7.1	 	Company to Furnish Trustee Names and Addresses of Holders






The Company will furnish or cause to be furnished to the Trustee




	 	7.1.1	 	semi-annually, not more than 15 days after each Regular Record
Date with respect to each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities of such series as of such Regular Record Date, and
	 
	 	7.1.2	 	at such other times as the Trustee may reasonably request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished;






excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.




	 	7.2	 	Preservation of Information; Communications to Holders






	 	7.2.1	 	The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.
	 
	 	7.2.2	 	The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.
	 
	 	7.2.3	 	Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.






	 	7.3	 	Reports by Trustee






The Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant thereto. If required by Section
313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each
May 15th following the date of this Indenture deliver to Holders a brief
report, dated as of such May 15th, which complies with the provisions of
such Section 313(a).




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A copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any Securities are listed,
with the Commission (unless at the time no Outstanding Securities have been
registered with the Commission pursuant to the Securities Act) and with the Company.
The Company will promptly notify the Trustee in writing when any Securities are
listed on any stock exchange.




Delivery of such reports to the Trustee is for informational purposes only and the
Trustee’s receipt of such reports shall not constitute constructive notice of any
information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which
the Trustee is entitled to rely exclusively on Officers’ Certificates).



8. Consolidation, Merger, Conveyance, Transfer or Lease





	 	8.1	 	Company May Consolidate, Etc. Only on Certain Terms






The Company shall not, without the consent of the Holders of a majority in aggregate
principal amount of the Securities in accordance with this Indenture, consolidate
with or merge into any other corporation or convey or transfer all or substantially
all of its mining properties or assets to any other Person, unless:




	 	8.1.1	 	the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer all or
substantially all of the mining properties or assets of the Company (the
“Successor Corporation”) shall expressly assume, pursuant to this Indenture,
the due and punctual repayment of the principal and interest on all the
Securities and all other obligations of the Company, as applicable, under the
Indenture and the Securities;
	 
	 	8.1.2	 	immediately after giving effect to such transaction, no Event
of Default with respect to any Security shall have occurred and be continuing;
	 
	 	8.1.3	 	the Company has delivered to the Trustee (a) a certificate
signed by two executive officers of the Company stating that such
consolidation, merger, conveyance or transfer complies with this Article and
that all conditions precedent herein provided, which relate to such
transaction, have been complied with and (b) an Opinion of Counsel of
recognized standing stating that such consolidation, merger, conveyance or
transfer complies with this Article and that all conditions herein provided,
which relate to such transaction, have been complied with; and
	 
	 	8.1.4	 	the Successor Corporation shall expressly agree to withhold
against any tax, duty, assessment or other governmental charge thereafter
imposed or levied by Brazil, a Successor Jurisdiction or any political
subdivision or authority thereof or therein having power to tax as a
consequence of such consolidation, merger, conveyance or transfer with respect
to the payment of principal of or interest on the Securities, and to pay such
Additional Amounts as may be necessary to ensure that the net amounts
receivable by Holders after any withholding or deduction of any such tax,
assessment, duty or other governmental charge shall equal the respective
amounts of principal, premium (if any) and interest which would have been
receivable in respect of the Securities in the absence of such consolidation,
merger, conveyance or transfer; provided, however, that Holders will not be
subject to the exceptions and limitations contained in Section 10.7 in relation
to the Successor Jurisdiction.






	 	8.2	 	Successor Substituted





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Upon any consolidation, merger, conveyance, or transfer in accordance with this
Article, the Successor Corporation shall succeed to, and be substituted for, and may
exercise every right and power of the Company, as applicable, under the Securities
with the same effect as if the Successor Corporation had been named as the issuer of
the Securities herein.




	 	8.3	 	Right to Redemption






No Successor Corporation shall have the right to redeem the Securities unless the
Company would have been entitled to redeem the Securities in similar circumstances.



9. Supplemental Indentures





	 	9.1	 	Supplemental Indentures without Consent of Holders






Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into one
or more indentures supplemental hereto, in form satisfactory to the Trustee, for any
of the following purposes:




	 	9.1.1	 	to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the Company herein
and in the Securities; or
	 
	 	9.1.2	 	to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or
	 
	 	9.1.3	 	to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities,
stating that such additional Events of Default are expressly being included
solely for the benefit of such series); or
	 
	 	9.1.4	 	to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons, or to permit or facilitate the issuance of
Securities in uncertificated form; or
	 
	 	9.1.5	 	to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (i) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or (B)
shall become effective only when there is no such Security Outstanding; or
	 
	 	9.1.6	 	to secure the Securities pursuant to the requirements of
Article 10 or otherwise; or
	 
	 	9.1.7	 	to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 3.1; or
	 
	 	9.1.8	 	to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11; or




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	 	9.1.9	 	to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action pursuant to
this Section 9.1.9
shall not adversely affect the interests of the Holders of Securities of any
series in any material respect.






	 	9.2	 	Supplemental Indentures or Waiver with Consent of Holders






With the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental indenture or
waiver, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may (i) enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of Securities of
such series under this Indenture or (ii) waive the application of any provision of
this Indenture; provided, however, that no such supplemental indenture or waiver
shall, without the consent of the Holder of each Outstanding Security affected
thereby,




	 	9.2.1	 	change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of any
Security that would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.3, or modify in any way the
Company’s obligation to pay Additional Amounts pursuant to Section 10.7 or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, or repurchase on or after the
Redemption Date or Repurchase Date), or
	 
	 	9.2.2	 	change the terms of payment from, or control over, or release
or reduce any collateral or security interest that may be created or provided
pursuant to Section 10.6 or any supplemental indenture to secure the payment of
principal, interest or premium, if any, under any Security, except as allowed
under the terms of any such supplemental indenture, or
	 
	 	9.2.3	 	reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
	 
	 	9.2.4	 	modify any of the provisions of this Section, Section 5.13 or
Section 10.9, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby, provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section and Section 10.9, or the deletion of this
proviso, in accordance with the requirements of Section 6.11.






A supplemental indenture or waiver which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the benefit
of one or more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.



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It shall not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture or waiver, but it shall be
sufficient if such Act shall approve the substance thereof.




	 	9.3	 	Execution of Supplemental Indentures






In executing, or accepting the additional trusts created by, any supplemental
indenture or waiver permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture or waiver is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture or waiver which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.




	 	9.4	 	Effect of Supplemental Indentures






Upon the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.




	 	9.5	 	Conformity with Trust Indenture Act






Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.




	 	9.6	 	Reference in Securities to Supplemental Indentures






Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.




	 	9.7	 	Effect of Waiver






A waiver shall be effective to waive compliance with the particular provision and
for the particular instance for which the waiver was made and, until such waiver
shall become effective, the obligations of the Company and the duties of the Trustee
in respect of any such provision shall remain in full force and effect.



10. Covenants





	 	10.1	 	Payment of Principal, Premium and Interest






The Company will duly and punctually pay the principal of and any premium and
interest (together with any Additional Amounts payable thereon) on the Securities in
accordance with the terms of the Securities and this Indenture.




	 	10.2	 	Maintenance of Office or Agency






With respect to any Global Security, and except as otherwise may be specified for
such Global Security as contemplated by Section 3.1, the Corporate Trust Office of
the Trustee shall be the



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Place of Payment where such Global Security may be presented or surrendered for
payment or for registration of transfer or exchange, or where successor Securities
may be delivered in exchange therefor; provided, however, that any such payment,
presentation, surrender or delivery effected pursuant to the Applicable Procedures
of the Depositary for such Global Security shall be deemed to have been effected at
the Place of Payment for such Global Security in accordance with the provisions of
this Indenture.




With respect to any Securities that are not in the form of a Global Security, the
Company will maintain in the Borough of Manhattan, The City of New York, an office
or agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Company in respect of the Securities (in this
case, without regard to the form of the Securities) and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.




The Company may also from time to time designate one or more other offices or
agencies (in or outside the Borough of Manhattan, the City of New York) where the
Securities of one or more series, notices and other items may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency.




	 	10.3	 	Money for Security Payments To Be Held in Trust






If the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium and interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of its action or failure so to act.




Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on the business day prior to each due date of the principal of
or any premium or interest on any Securities of that series, deposit in Dollars with
a Paying Agent in New York, New York a sum sufficient to pay such amount, such sum
to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.




The Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (1) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (2) during the continuance of any default by
the Company (or any other obligor upon the Securities of that series) in the making
of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.




The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company
or such Paying Agent, such sums to be held by



47









 







the Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with respect
to such money.




Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of or any premium or interest on
any Security of any series and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment,
may, at the expense of the Company, cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day and of
general circulation in The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.




	 	10.4	 	Statement by Officers as to Default






The Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’ Certificate,
stating whether or not to the best knowledge of the signers thereof the Company is
in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.




The Company will deliver to the Trustee, as soon as possible and in any event within
15 days after the Company becomes aware of the occurrence of any Event of Default or
an event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officers’ Certificate setting forth the details of such Event of
Default or default and the action which the Company proposes to take with respect
thereto.




	 	10.5	 	Reports by Company






The Company (unless at the time no Outstanding Securities have been registered with
the Commission pursuant to the Securities Act) shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant to such Act.




Notwithstanding that the Company may not be required to remain subject to the
reporting requirements of Section 12, 13 or 15(d) of the Exchange Act, the Company
will continue to file with the Commission and provide the Trustee with such annual
reports and such information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may by rules and regulations
prescribe) which are specified in Sections 12, 13 and 15(d) of the Exchange Act.




Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates).



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	 	10.6	 	Limitation on Liens






The Company will not create, incur, issue or assume any Indebtedness secured by any
Lien, other than a Permitted Lien, without in any such case effectively providing
that the Securities (together with, if the Company shall so determine, any other
Indebtedness of the Company) shall be secured equally and ratably with or prior to
such secured Indebtedness.




For the purposes of this Section, the (i) giving of a guarantee which is secured by
a Lien upon or in respect of any asset of the Company, and (ii) the creation of a
Lien upon or in respect of any asset of the Company to secure Indebtedness which
existed prior to the creation of such Lien, shall be deemed to involve the
incurrence of Indebtedness in an amount equal to the principal amount of such
Indebtedness effectively secured by such Lien.




	 	10.7	 	Payment of Additional Amounts






	 	10.7.1	 	All payments in respect of the Securities shall be made without withholding
or deduction for any present or future taxes, duties, assessments or other
governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or on behalf of Brazil or any Successor Jurisdiction or any
authority therein or thereof having power to tax (“Foreign Taxes”), except to
the extent that such Foreign Taxes are required by Brazil, such Successor
Jurisdiction or any such authority to be withheld or deducted. In the event of
any withholding or deduction for any Foreign Taxes, the Company shall make such
deduction or withholding, make payment of the amount so withheld to the
appropriate governmental authority and pay such additional amounts (“Additional
Amounts”) as are necessary to ensure that the net amounts received by the
Holders of Securities after such withholding or deduction equals the respective
amounts of principal, premium and interest which would have been receivable in
respect of such Securities had no such withholding or deduction (including for
any Foreign Taxes payable in respect of Additional Amounts) been required,
except that no such Additional Amounts shall be payable with respect to any
payment on a Security:






	 	(i)	 	to, or to a third party on behalf of, a Holder
who is liable for any such taxes, duties, assessments or other
governmental charges in respect of such Security by reason of (A) a
connection between the Holder and Brazil other than the mere holding of
such Security and the receipt of payments with respect to such Security
or (B) failure by the Holder to comply with any certification,
identification or other reporting requirement concerning the
nationality, residence, identity or connection with Brazil or a
Successor Jurisdiction, or applicable political subdivision or
authority thereof or therein having power to tax, of such Holder, if
compliance is required by such Successor Jurisdiction, or any political
subdivision or authority thereof or therein having power to tax as a
precondition to exemption from, or reduction in the rate of, the tax,
assessment or other governmental charge and the Company has given the
Holders at least 30 days’ notice that Holders will be required to
provide such certification, identification or other requirement;
	 
	 	(ii)	 	in respect of any such taxes, duties,
assessments or other governmental charges with respect to a Security
surrendered (if surrender is required) more than 30 days after the date
on which such payment became due and payable or the date on which
payment thereof is duly provided for and notice thereof given to
Holders, whichever occurs later, except to the extent that the Holder
of such Security would have been entitled to such Additional Amounts on
surrender of such Security for payment on the last day of such 30-day
period;
	 
	 	(iii)	 	in respect of estate, inheritance, gift,
sales, transfer, personal property or similar tax, assessment or
governmental charge imposed with respect to a Security;




49









 






	 	(iv)	 	in respect of any tax, assessment or other
governmental charge payable otherwise than by deduction or withholding
from payments on any series of Securities or by direct payment by the
Company in respect of claims made against the Company;
	 
	 	(v)	 	where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to
any European Union Directive on the taxation of savings implementing
the conclusions of the ECOFIN Council meeting of November 26-27, 2000
or any law implementing or complying with, or introduced in order to
conform to, such directive; or
	 
	 	(vi)	 	in respect of any combination of the above.






For
purposes of the provisions described in clause (i) above, the term
“Holder” of any Security means the direct nominee of any beneficial owner of
such Security, which holds such beneficial owner’s interest in such
Security. Notwithstanding the foregoing, the limitations on the Company’s
obligation to pay Additional Amounts set forth in clause (i) above shall not
apply if the provision of information, documentation or other evidence
described in such clause (i) would be materially more onerous, in form, in
procedure or in the substance of information disclosed, to a Holder or
beneficial owner of a Security (taking into account any relevant differences
between U.S. and Brazilian law, regulation or administrative practice) than
comparable information or other reporting requirements imposed under U.S.
tax law (including tax treaties between the United States and Brazil),
regulation (including proposed regulations) and administrative practice.




The Company shall promptly provide the Trustee with documentation, if any,
(which may consist of certified copies of such documentation) reasonably
satisfactory to the Trustee evidencing the payment of Foreign Taxes in
respect of which the Company has paid any Additional Amounts. Copies of such
documentation shall be made available to the Holders of the Securities or
the Paying Agent, as applicable, upon request therefor.




In respect of the Securities issued hereunder, at least 10 days prior to the
first date of payment of interest on the Securities and at least 10 days
prior to each date, if any, of payment of principal or interest thereafter
if there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company shall furnish the Trustee
and each Paying Agent with an Officers’ Certificate instructing the Trustee
and such Paying Agent as to whether such payment of principal of or any
interest on such Securities shall be made without deduction or withholding
for or on account of any tax, duty, assessment or other governmental charge.
If any such deduction or withholding shall be required by Brazil or any
Successor Jurisdiction or any authority therein having power to tax, then
such certificate shall specify, by country, the amount, if any, required to
be deducted or withheld on such payment to Holders of such Securities, and
the Company shall pay or cause to be paid to the Trustee or such Paying
Agent Additional Amounts, if any, required by this Section. The Company
agrees to indemnify the Trustee and each Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by them in reliance on any Officers’ Certificate
furnished pursuant to this Section, the obligation of the Company to so
indemnify being joint and several.




	 	10.7.2	 	The Company shall pay all stamp, issue, registration, documentary or other
similar duties, if any, which may be imposed by Brazil or any other
governmental entity or political subdivision therein or thereof, or any taxing
authority of or in any of the foregoing, with respect to the Indenture or the
issuance of the Securities.






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	 	10.7.3	 	The Company shall provide each Paying Agent and any withholding agent under
relevant tax regulations with copies of each certificate received by the
Company from a Holder of a Security pursuant to the text of such Security. Each
such Paying Agent and withholding agent shall retain each such certificate
received by it for as long as any Security is outstanding and in no event for
less than four years after its receipt, and for such additional period
thereafter, as set forth in an Officers’ Certificate, as such certificate may
become material in the administration of applicable tax laws.
	 
	 	10.7.4	 	In the event that Additional Amounts actually paid with respect to the
Securities pursuant to the preceding paragraph are based on rates of deduction
or withholding of withholding taxes in excess of the appropriate rate
applicable to the Holder of such Securities, and, as a result thereof, such
Holder is entitled to make claim for a refund or credit of such excess from the
authority imposing such withholding tax, then such Holder shall, by accepting
such Securities, be deemed to have assigned and transferred all right, title,
and interest to any such claim for a refund or credit of such excess to the
Company. However, by making such assignment, the Holder makes no representation
or warranty that the Company will be entitled to receive such claim for a
refund or credit and incurs no other obligation with respect thereto.
	 
	 	10.7.5	 	All references in this Indenture and the Securities to principal, premium or
interest in respect of any Security shall be deemed to mean and include all
Additional Amounts, if any, payable in respect of such principal, premium or
interest, unless the context otherwise requires, and express mention of the
payment of Additional Amounts in any provision hereof shall not be construed as
excluding reference to Additional Amounts in those provisions hereof where such
express mention is not made. All references in this Indenture and the
Securities to principal in respect of any Security shall be deemed to mean and
include any Redemption Price or Repurchase Price payable in respect of such
Security pursuant to any redemption or repurchase right hereunder (and all such
references to the Stated Maturity of the principal in respect of any Security
shall be deemed to mean and include the Redemption Date or Repurchase Date with
respect to any such Redemption Price or Repurchase Price), and all such
references to principal, premium, interest or Additional Amounts shall be
deemed to mean and include any amount payable in respect hereof pursuant to
this Section 10.7, and express mention of the payment of any Redemption Price
or Repurchase Price, or any such other amount in any provision hereof shall not
be construed as excluding reference to the payment of any Redemption Price or
Repurchase Price, or any such other amounts in those provisions hereof where
such express reference is not made.






	 	10.8	 	Indemnification of Judgment Currency






The Company shall indemnify the Trustee and any Holder of a Security against any
loss incurred by the Trustee or such Holder, as the case may be, as a result of any
judgment or order being given or made for any amount due under this Indenture or
such Security and being expressed and paid in a currency (the “Judgment Currency”)
other than Dollars, and as a result of any variation between (i) the rate of
exchange at which the Dollar amount is converted into the Judgment Currency for the
purpose of such judgment or order and (ii) the spot rate of exchange in The City of
New York at which the Trustee or such Holder, as the case may be, on the date of
payment of such judgment or order is able to purchase Dollars with the amount of the
Judgment Currency actually received by the Trustee or such Holder. The foregoing
indemnity shall constitute a separate and independent obligation of the Company and
shall continue in full force and effect notwithstanding any such judgment or order
as aforesaid. The term “spot rate of exchange” shall include any premiums and costs
of exchange payable in connection with the purchase of, or conversion into, Dollars.




	 	10.9	 	Further Acts; Protection of Collateral





51









 











The Company will take any action, satisfy any condition or do any thing (including
the obtaining or effecting of any necessary consent, approval, authorization,
exemption, filing, license, order, recording or registration) at any time required
in accordance with the applicable laws and regulations to be taken, fulfilled or
done in order (i) to enable it lawfully to enter into, exercise its rights and
perform and comply with its obligations under the Securities, this Indenture and any
supplemental indenture, as the case may be, including any security interest created
thereby, (ii) to ensure that those obligations are legally binding and enforceable,
(iii) to make the Securities, this Indenture and any supplemental indenture
admissible in evidence in the courts of the State of New York and Brazil and (iv) to
enable the Trustee to exercise and enforce its respective rights under this
Indenture and any supplemental indenture and to carry out the terms, provisions and
purposes of this Indenture and any supplemental indenture.




The Company hereby designates the Trustee its agent and attorney-in-fact to execute
any financing statement, continuation statement or other instrument required to be
filed by the Company pursuant to this Section. Notwithstanding anything herein to
the contrary, the Trustee shall have no duty as to maintaining, perfecting or
collecting any collateral or security interest that may be created pursuant to any
supplemental indenture.




	 	10.10	 	Notice of Late Payment






So long as any Security is Outstanding, the Company will forthwith upon request by
the Trustee give notice to the Holders of Securities of any unconditional payment to
the Trustee of any sum due in respect of the Securities made after the Business Day
prior to the due date for such payment.




	 	10.11	 	Securities Held by the Company






So long as any Security is Outstanding, the Company will send to the Trustee, as
soon as practicable after being so requested by the Trustee, an Officer’s
Certificate of the Company stating the aggregate principal amount of Securities held
or beneficially owned, at the date of such certificate by or on behalf of the
Company or any of its Subsidiaries. The Company will promptly notify the Trustee
when it or any of its Subsidiaries holds or beneficially owns Securities.




	 	10.12	 	Securities Issued or Outstanding






So long as any Security is Outstanding, the Company will send to the Trustee within
fourteen (14) days after any written request by the Trustee, an Officer’s
Certificate confirming the aggregate principal amount of Securities issued and/or
Outstanding under this Indenture.




	 	10.13	 	Status of Securities






The Company will ensure that the Securities will rank at least pari passu with any
current and future unsecured and unsubordinated Indebtedness of the Company.




	 	10.14	 	Rating






Upon the further issue of Securities under this Indenture and any supplemental
indentures, the Company will obtain a rating confirmation of any other applicable
series of Securities then outstanding.




	 	10.15	 	Maintenance of Good Standing






The Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its existence. The Company will comply with all laws,
regulations, rules and orders of Brazil, or any political subdivision thereof, which
apply to its existence, property and business,



52









 







including applicable environmental and labor laws, except to the extent such failure
to comply would not individually or in the aggregate have a material adverse effect
on the general affairs, business, prospects, management, financial position,
stockholder’s equity or results of operations of the Company.




	 	10.16	 	Maintenance of Properties






The Company will cause all properties that are material to the conduct of its
business to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of its
business and not disadvantageous in any material respect to the Holders of
Securities. The Company will cause all of its properties and its business to be
insured against all damages, claims, interruptions and loss encountered in the
normal course of business.




	 	10.17	 	Payment of Taxes






The Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, all taxes, assessments and governmental charges levied or
imposed upon the Company or upon the income, profits or property of the Company (the
“Taxes”) which, if unpaid, might by law become a Lien upon the property of the
Company; provided, however, that (x) the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is then-currently being contested in
good faith by appropriate proceedings and (y) the Company shall be in compliance
with this Section 10.17 if the individual or the aggregate amount of the Taxes not
paid would not have a material adverse effect on the ability of the Company to
comply with its obligations under this Indenture.



11. Redemption of Securities





	 	11.1	 	Right of Redemption






	 	11.1.1	 	The Securities of any series which are redeemable before their Stated
Maturity may not be redeemed at the election of the Company except in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for such Securities) in accordance with the provisions of this
Article.
	 
	 	11.1.2	 	The election of the Company to redeem any Securities shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company,
the Company shall, at least 45 days prior to the Redemption Date fixed by the
Company, notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of
the Securities specified therefor in the Securities of a series to be redeemed.
	 
	 	11.1.3	 	If, as a result of any amendment to, or change in, the laws (or any rules or
regulation thereunder) of Brazil or any political subdivision or taxing
authority thereof or therein affecting taxation or any amendment to or change
in an official interpretation, administration or application of such laws,
rules or regulations (including a holding by a court of competent
jurisdiction), which amendment or change of such laws, rules or regulations or
the interpretation thereof becomes effective on or after the date specified
therefor in the Securities of a series, the Company would be obligated to pay
Additional




53









 






	 	 	 	Amounts in respect of the Securities of such series pursuant to the terms
and conditions thereof in excess of those attributable to Brazilian
withholding tax on the basis of a statutory rate of 15%, and if such
obligation cannot be avoided by the Company after taking measures the
Company considers reasonable to avoid it, then, at the Company’s option, the
Securities of such series may be redeemed in whole, but not in part, at any
time, on giving not less than 30 nor more than 60 days’ notice to the
Holders of such Securities, at a Redemption Price equal to 100% of the
principal amount thereof and any premium applicable thereto, together with
accrued interest up to but not including the Redemption Date and any
Additional Amounts which would otherwise be payable; provided, however, that
(1) no notice of such redemption may be given earlier than 90 days prior to
the earliest date on which the Company would but for such redemption be
obligated to pay such Additional Amounts were a payment on such Securities
then due, and (2) at the time such notice is given, such obligation to pay
such Additional Amounts remains in effect.






	 	11.1.4	 	Before any notice of redemption pursuant to Section 11.1.3 is given to the
Trustee or the Holders of Securities of the relevant series, the Company shall
deliver to the Trustee (i) an Officers’ Certificate stating that the Company is
entitled to effect such redemption and setting forth a statement of facts
showing that the condition or conditions precedent to the right of the Company
so to redeem have occurred or been satisfied and (ii) an Opinion of Counsel to
the effect that the Company has or shall become obligated to pay such
Additional Amounts as a result of such change or amendment. Such notice, once
given to the Trustee, shall be irrevocable.






	 	11.2	 	Notice of Redemption






Notice of redemption shall be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register.




All notices of redemption shall state:




	 	11.2.1	 	the Redemption Date,
	 
	 	11.2.2	 	the Redemption Price and amount of accrued interest, if any,
	 
	 	11.2.3	 	that on the Redemption Date the Redemption Price and any accrued interest
shall become due and payable upon each Security to be redeemed and that
interest thereon shall cease to accrue on and after said date,
	 
	 	11.2.4	 	the conversion rate (if applicable), the date on which the right to convert
the Securities to be redeemed shall terminate and the place or places where
such Securities may be surrendered for conversion,
	 
	 	11.2.5	 	the place or places where such Securities are to be surrendered for payment
of the Redemption Price and any accrued interest, and
	 
	 	11.2.6	 	applicable CUSIP or ISIN Numbers.






Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company, and such notice, when given to the Holders,
shall be irrevocable.




	 	11.3	 	Deposit of Redemption Price






54












 






On the Business Day prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.




	 	11.4	 	Securities Payable on Redemption Date






Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company to the
Person in whose name such Security is registered at the Redemption Price, together
with accrued interest to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according
to their terms and the provisions of Section 3.6.




If any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal shall, until paid, bear interest from the Redemption
Date at the rate borne by (or prescribed therefor in) the Security.



     11.5 Securities Redeemed in Part




Any Security of a series which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge, a
new Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so
surrendered.




If less than all the Securities of any series are to be redeemed (unless all of the
Securities of such series and of a specified tenor are to be redeemed or unless such
redemption affects only a single Security), the particular Securities to be redeemed
shall be selected less than 61 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption,
by lot or, in the Trustee’s discretion, on a pro rata basis, provided that the
unredeemed portion of the principal amount of any Security shall be in an authorized
denomination which shall not be less than the minimum authorized denomination for
such Security. If less than all of the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a single Security),
the particular Securities to be redeemed shall be selected less than 30 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such
series and specified tenor not previously called for redemption in accordance with
the preceding sentence, and the Trustee shall promptly notify the Company in writing
of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amounts thereof to be redeemed.




The provisions of the preceding paragraph shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be redeemed
in whole or in part. In the case of any such redemption in part, the unredeemed
portion of the principal amount of the Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for
such Security.



55









 






For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of any
Securities redeemed or to be redeemed only in part, to the portion of the principal
amount of such Securities which has been or is to be redeemed.



12. Defeasance and Covenant Defeasance





	 	12.1	 	Company’s Option to Effect Defeasance or Covenant Defeasance.






The Company may elect, at its option at any time, to have Section 12.2 or Section
12.3 applied to any Securities or any series of Securities designated pursuant to
Section 3.1 as being defeasible pursuant to such Section 12.2 or 12.3, in accordance
with any applicable requirements provided pursuant to Section 3.1 and upon
compliance with the conditions set forth below in this Article. Any such election
shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 3.1 for such Securities.




	 	12.2	 	Defeasance and Discharge.






Upon the Company’s exercise of its option to have this Section applied to any
Securities or any series of Securities, as the case may be, the Company shall be
deemed to have been discharged from its obligations with respect to such Securities
or series of Securities as provided in this Section on and after the date the
conditions set forth in Section 12.4 are satisfied (hereinafter called
“Defeasance”). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities and
this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same),
subject to the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 12.4 and as more fully set forth in
such Section, payments in respect of the principal of and any premium and interest
on such Securities when payments are due, (ii) the Company’s obligations with
respect to such Securities under Sections 3.4, 3.5, 10.2 and 10.3, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) the
provisions set forth in this Article 12. Subject to compliance with this Article,
the Company may exercise its option to have this Section 12.2 applied to any
Securities notwithstanding the prior exercise of its option to have Section 12.3
applied to such Securities.




	 	12.3	 	Covenant Defeasance.






Upon the Company’s exercise of its option to have this Section applied to any
Securities or any series of Securities, as the case maybe, (i) the Company shall be
released from any covenants provided pursuant to Section 3.1.17, 9.1.2 or 9.1.8 for
the benefit of the Holders of such Securities, and (ii) the occurrence of any event
specified in Section 5.1.4 shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this Section on
and after the date the conditions set forth in Section 12.4 are satisfied
(hereinafter called “Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified in
the case of Section 5.1.4), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.




	 	12.4	 	Conditions to Defeasance or Covenant Defeasance.




56









 












The following shall be the conditions to the application of Section 12.2 or Section
12.3 to any Securities or any series of Securities, as the case may be:




	 	12.4.1	 	The Company shall irrevocably have deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (i) money in an amount, or (ii) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(iii) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee to pay and discharge, the principal
of and any premium, interest and Additional Amounts on such Securities on the
respective Stated Maturities, in accordance with the terms of this Indenture
and such Securities. As used herein, “U.S. Government Obligation” means (x)
any security which is (A) a direct obligation of the United States of America
for the payment of which the full faith and credit of the United States of
America is pledged or (B) an obligation of a Person controlled or supervised by
and acting as any agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (A) or (B),
is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any U.S. Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principle or interest
evidenced by such depositary receipt.
	 
	 	12.4.2	 	In the event of any election to have Section 12.2 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(ii) since the date of this instrument, there has been a change in the
applicable U.S. Federal income tax law, in either case (i) or (ii) to the
effect that, and based thereon such opinion shall confirm that, the Holders of
such Securities will not recognize gain or loss for U.S. Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case
if such deposit, Defeasance and discharge were not to occur.
	 
	 	12.4.3	 	In the event of an election to have Section 12.3 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to the effected with respect to
such Security and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.
	 
	 	12.4.4	 	No event which is, or after notice or lapse of time both would become, an
Event of Default with respect to such Securities or any other Securities shall
have occurred and be continuing at the time of such deposit or, with regard to
any such event specified in Sections 5.1.5 and 5.1.6, at any time on or prior
to the day which is 90 days after the date




57









 






	 	 	 	of such deposit (it being understood that this condition shall not be deemed
satisfied until after such day which is 90 days after the date of such
deposit).
	 	12.4.5	 	Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming
all Securities are in default within the meaning of such Act).
	 
	 	12.4.6	 	Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument
to which the Company is a party or by which it is bound.
	 
	 	12.4.7	 	Such Defeasance or Covenant Defeasance shall not result in the trust arising
from such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.
	 
	 	12.4.8	 	The Company shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent with respect
to such Defeasance or Covenant Defeasance have been complied with.






	 	12.5	 	Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions.






Subject to the provisions of the last paragraph of Section 10.3, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the Trustee
pursuant to Section 12.4 in respect of any Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust need
not be segregated from other funds except to the extent required by law.




The Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited pursuant to
Section 12.4, or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.




Anything in this Article to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Order any money or U.S. Government
Obligations held by it as provided in Section 12.4 with respect to any Securities
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect to
such Securities.




	 	12.6	 	Reinstatement.






If the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article with respect to any Securities by reason of any order of judgment of
any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities from
which the Company has been discharged or released pursuant to Section 12.2 or 12.3
shall be revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations, the
Company shall be



58









 





     subrogated to the rights (if any) of the Holders of such Securities to receive such
payment from the money so held in trust.


This instrument may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same
instrument.



In Witness Whereof, the parties hereto have caused this Indenture to be duly executed, as of the
day and year first above written.




	 	 	 	 
	 	Executed as a DEED by



VALE S.A.

as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	Sworn to before me this
        day of               .	 	 
	 
	 
	 
	 
	Notary Public	 	 

















 





Certain Sections of this Indenture relating to Section 310

through 318, inclusive, of the Trust Indenture Act of 1939:




	 	 	 	 	 
	TRUST INDENTURE	 	 	 
	ACT SECTION	 	INDENTURE SECTION	 
	§310(a)(1)
	 	 	6.9	 
	(a)(2)
	 	 	6.9	 
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(a)(5)
	 	 	6.9	 
	(b)
	 	 	6.8	 
	 
	 	 	6.10	 
	§311(a)
	 	 	6.13	 
	(b)
	 	 	6.13	 
	§312(a)
	 	 	7.1	 
	 
	 	 	7.2	 
	(b)
	 	 	7.2	 
	(c)
	 	 	7.2	 
	§313(a)
	 	 	7.3	 
	(b)
	 	 	7.3	 
	(c)(1)
	 	 	7.3	 
	(c)(2)
	 	 	7.3	 
	(c)(3)
	 	 	7.3	 
	(d)
	 	 	7.3	 
	§314(a)
	 	 	10.5	 
	(b)
	 	 	10.5	 
	(c)
	 	 	10.5	 
	(d)
	 	 	10.5	 
	§315(a)
	 	 	6.1	 
	(b)
	 	 	6.2	 
	(c)
	 	 	6.1	 
	(d)
	 	 	6.1	 
	(e)
	 	 	5.15	 
	§316(a)(1)(A)
	 	 	5.13	 
	(a)(1)(B)
	 	 	5.14	 
	(a)(2)
	 	Not Applicable
	(b)
	 	 	5.9	 
	(c)
	 	 	1.4	 
	§317(a)(1)
	 	 	5.4	 
	(a)(2)
	 	 	5.5	 
	(b)
	 	 	10.3	 
	§318(a)
	 	 	1.7	 





Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of this
Indenture.