exv4w2






Exhibit 4.2




Execution Copy




Dated as of November 21, 2006




VALE OVERSEAS LIMITED,

as Company




and




COMPANHIA VALE DO RIO DOCE,

as Guarantor




and




THE BANK OF NEW YORK,

as Trustee




AMENDED AND RESTATED




INDENTURE





 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1       Definitions and Other Provisions of General Application
	 	 	 	 
	 
	 	 	 	 
	1.1   Definitions
	 	 	1	 
	1.2   Compliance Certificates and Opinions
	 	 	8	 
	1.3   Form of Documents Delivered to Trustee
	 	 	9	 
	1.4   Acts of Holders; Record Dates
	 	 	9	 
	1.5   Notices, Etc., to Trustee, Company and Guarantor
	 	 	11	 
	1.6   Notice to Holders; Waiver
	 	 	11	 
	1.7   Conflict with Trust Indenture Act
	 	 	12	 
	1.8   Effect of Headings and Table of Contents
	 	 	12	 
	1.9   Successors and Assigns
	 	 	12	 
	1.10 Separability Clause
	 	 	12	 
	1.11 Benefits of Indenture
	 	 	12	 
	1.12 Governing Law
	 	 	12	 
	1.13 Legal Holidays
	 	 	12	 
	1.14 Consent to Service; Jurisdiction
	 	 	13	 
	1.15 Language of Notices, Etc
	 	 	13	 
	 
	 	 	 	 
	2       Security Forms
	 	 	 	 
	 
	 	 	 	 
	2.1   Forms Generally
	 	 	13	 
	2.2   Form of Face of Security
	 	 	14	 
	2.3   Form of Reverse of Security
	 	 	16	 
	2.4   Form of Trustee’s Certificate of Authentication
	 	 	21	 
	 
	 	 	 	 
	3       The Securities
	 	 	 	 
	 
	 	 	 	 
	3.1   Amount Unlimited; Issuable in Series
	 	 	21	 
	3.2   Denominations
	 	 	23	 
	3.3   Execution, Authentication, Delivery and Dating
	 	 	23	 
	3.4   Registration, Registration of Transfer and Exchange
	 	 	25	 
	3.5   Mutilated, Destroyed, Lost and Stolen Securities
	 	 	27	 
	3.6   Payment of Interest; Interest Rights Preserved
	 	 	28	 
	3.7   Persons Deemed Owners
	 	 	29	 
	3.8   Cancellation
	 	 	29	 
	3.9   Computation of Interest
	 	 	29	 
	3.10 CUSIP or “ISIN” Numbers
	 	 	29	 
	 
	 	 	 	 
	4       Satisfaction And Discharge
	 	 	 	 
	 
	 	 	 	 
	4.1   Satisfaction and Discharge of Indenture
	 	 	29	 
	4.2   Application of Trust Money
	 	 	30	 
	 
	 	 	 	 
	5       Remedies
	 	 	 	 
	 
	 	 	 	 
	5.1   Events of Default
	 	 	30	 
	5.2   Acceleration of Maturity; Rescission and Annulment
	 	 	32	 
	5.3   Collection of Indebtedness and Suits for Enforcement by Trustee

	 	 	33	 
	5.4   Trustee May File Proofs of Claim
	 	 	33	 
	5.5   Trustee May Enforce Claims Without Possession of Securities
	 	 	34	 
	5.6   Application of Money Collected
	 	 	34	 
	5.7   Limitation on Suits
	 	 	34	 
	5.8   Unconditional Right of Holders to Receive Principal, Premium and
Interest
	 	 	35	 
	5.9   Restoration of Rights and Remedies
	 	 	35	 
	5.10 Rights and Remedies Cumulative
	 	 	35	 
	5.11 Delay or Omission Not Waiver
	 	 	35	 






i 









 







	 	 	 	 	 
	 	 	Page	 
	5.12  Control by Holders
	 	 	35	 
	5.13  Waiver of Past Defaults
	 	 	36	 
	5.14  Undertaking for Costs
	 	 	36	 
	5.15  Waiver of Usury, Stay or Extension Laws
	 	 	36	 
	 
	 	 	 	 
	6       The Trustee
	 	 	 	 
	 
	 	 	 	 
	6.1    Certain Duties and Responsibilities
	 	 	37	 
	6.2    Notice of Default; Potential Default
	 	 	37	 
	6.3    Certain Rights of Trustee
	 	 	37	 
	6.4    Not Responsible for Recitals or Issuance of Securities
	 	 	38	 
	6.5    May Hold Securities
	 	 	38	 
	6.6    Money Held in Trust
	 	 	39	 
	6.7    Compensation and Reimbursement
	 	 	39	 
	6.8    Conflicting Interests
	 	 	39	 
	6.9    Corporate Trustee Required; Eligibility
	 	 	40	 
	6.10  Resignation and Removal; Appointment of Successor
	 	 	40	 
	6.11  Acceptance of Appointment by Successor
	 	 	41	 
	6.12  Merger, Conversion, Consolidation or Succession to Business
	 	 	42	 
	6.13  Preferential Collection of Claims Against Company
	 	 	42	 
	6.14  Appointment of Authenticating Agent
	 	 	42	 
	6.15  Appointment of Luxembourg Transfer Agent
	 	 	43	 
	6.16  Trustee’s Application for Instructions from the Company
	 	 	43	 
	 
	 	 	 	 
	7       Holders’ Lists and Reports by Trustee and Company
	 	 	 	 
	 
	 	 	 	 
	7.1    Company to Furnish Trustee Names and Addresses of Holders
	 	 	44	 
	7.2    Preservation of Information; Communications to Holders
	 	 	44	 
	7.3    Reports by Trustee
	 	 	44	 
	 
	 	 	 	 
	8       Consolidation, Merger, Conveyance, Transfer or Lease
	 	 	 	 
	 
	 	 	 	 
	8.1    Company and Guarantor May Consolidate, Etc. Only on Certain Terms

	 	 	45	 
	8.2    Successor Substituted
	 	 	45	 
	8.3    Right to Redemption
	 	 	46	 
	 
	 	 	 	 
	9       Supplemental Indentures
	 	 	 	 
	 
	 	 	 	 
	9.1    Supplemental Indentures without Consent of Holders
	 	 	46	 
	9.2    Supplemental Indentures or Waiver with Consent of Holders
	 	 	47	 
	9.3    Execution of Supplemental Indentures
	 	 	48	 
	9.4    Effect of Supplemental Indentures
	 	 	48	 
	9.5    Conformity with Trust Indenture Act
	 	 	48	 
	9.6    Reference in Securities to Supplemental Indentures
	 	 	48	 
	9.7    Effect of Waiver
	 	 	48	 
	9.8    Notice to Luxembourg Stock Exchange
	 	 	48	 
	 
	 	 	 	 
	10      Covenants
	 	 	 	 
	 
	 	 	 	 
	10.1   Payment of Principal, Premium and Interest
	 	 	49	 
	10.2   Maintenance of Office or Agency
	 	 	49	 
	10.3   Money for Security Payments To Be Held in Trust
	 	 	49	 
	10.4   Statement by Officers as to Default
	 	 	50	 
	10.5   Reports by Company and Guarantor
	 	 	50	 
	10.6   Limitation on Liens
	 	 	51	 
	10.7   Payment of Additional Amounts
	 	 	51	 
	10.8   Indemnification of Judgment Currency
	 	 	54	 
	10.9   Further Acts; Protection of Collateral
	 	 	54	 
	10.10 Notice of Late Payment
	 	 	55	 
	10.11 Securities held by the Company
	 	 	55	 
	10.12 Securities Issued or Outstanding
	 	 	55	 






ii 









 








	 	 	 	 	 
	 	 	Page	 
	10.13 Status of Guaranty and Securities
	 	 	55	 
	10.14 Rating
	 	 	55	 
	10.15 Maintenance of Good Standing
	 	 	55	 
	10.16 Maintenance of Properties
	 	 	56	 
	10.17 Payment of Taxes
	 	 	56	 
	10.18 Ownership of the Company and Payment of Expenses
	 	 	56	 
	10.19 Financial Statements and Reports
	 	 	56	 
	10.20 Notice to Trustee
	 	 	56	 
	10.21 Restrictions on the Company
	 	 	57	 
	10.22 Restrictions on the Guarantor
	 	 	57	 
	10.23 Change to Constitutive Documents of the Company
	 	 	57	 
	 
	 	 	 	 
	11      Redemption of Securities
	 	 	 	 
	 
	 	 	 	 
	11.1 Right of Redemption
	 	 	58	 
	11.2 Notice of Redemption
	 	 	58	 
	11.3 Deposit of Redemption Price
	 	 	59	 
	11.4 Securities Payable on Redemption Date
	 	 	59	 
	11.5 Securities Redeemed in Part
	 	 	59	 
	 
	 	 	 	 
	12      Guaranty
	 	 	 	 
	 
	 	 	 	 
	12.1 The Guaranty
	 	 	60	 
	12.2 Guaranty Unconditional
	 	 	60	 
	12.3 Discharge; Reinstatement
	 	 	61	 
	12.4 Waiver by the Guarantor
	 	 	61	 
	12.5 Subrogation and Contribution
	 	 	61	 
	12.6 Stay of Acceleration
	 	 	62	 
	12.7 Execution and Delivery of Guaranty
	 	 	62	 
	 
	 	 	 	 
	13      Defeasance and Covenant Defeasance
	 	 	 	 
	 
	 	 	 	 
	13.1 Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	62	 
	13.2 Defeasance and Discharge
	 	 	62	 
	13.3 Covenant Defeasance
	 	 	62	 
	13.4 Conditions to Defeasance or Covenant Defeasance
	 	 	63	 
	13.5 Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions
	 	 	64	 
	13.6 Reinstatement
	 	 	65	 





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




iii









 






     Amended and Restated Indenture, dated as of November 21, 2006, (the “Indenture”) among VALE
OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein
called the “Company”), having its principal office at Walker House, 87 Mary Street, George Town,
Grand Cayman, KY1-9002, Cayman Islands, COMPANHIA VALE DO RIO DOCE, a company duly organized and
existing under the laws of the Federative Republic of Brazil (herein called the “Guarantor”),
having its principal office at Avenida Graça Aranha, No. 26, 17° Andar, 20030-900 Rio de Janeiro,
RJ, Brazil, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the
laws of the State of New York, having its principal corporate trust office at 101 Barclay Street,
New York, New York 10286, as Trustee (herein called the “Trustee”) supplementing, amending and
restating, in its entirety, the Indenture, dated as of March 8, 2002, among the Company, the
Guarantor and the Trustee (the “Original Indenture”), as amended and supplemented by the Third
Supplemental Indenture, dated as of January 15, 2004, among the Company, the Guarantor and the
Trustee.



W I T N E S S E T H:




     Whereas, Section 9.1.5 of the Original Indenture authorizes the Company, when authorized by a
Board Resolution, the Guarantor, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, to enter, without the consent of any Holders, into one or more
supplemental indentures to add to, change or eliminate any of the provisions of the Original
Indenture in respect of one or more series of Securities, provided that any such addition, change
or elimination 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;



     Whereas, in connection with the filing by the Company and the Guarantor of a shelf
registration statement on Form F-3, the Company and the Guarantor desire by this Indenture to amend
and restate all of the provisions of the Original Indenture;



     Whereas, such additions, changes and eliminations (i) shall apply only to Securities
authorized and issued after the execution of this Indenture; and (ii) shall not modify the rights
of the Holders of any Securities issued on or prior to the date of this Indenture;



     Whereas, The Company and the Guarantor have duly authorized the execution and delivery of this
Indenture to make such additions, changes and eliminations and to provide for the issuance from
time to time of debt securities of the Company guaranteed by the Guarantor (herein called
collectively the “Securities”), to be issued in one or more tranches of one or more series as in
this Indenture provided; and



     Whereas, all things necessary to make this Indenture a valid and binding legal obligation of
the Company and the Guarantor 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 the
Guarantor, as applicable, 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 or the Guarantor, 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.




2









 






	 	 	 	“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
Guarantor and its consolidated Subsidiaries and computed in accordance with U.S.
generally accepted accounting principles.
	 
	 	 	 	“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 Guarantor 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.




3









 






	 	 	 	“First Supplemental Indenture” means the First Supplemental Indenture dated as of
March 8, 2002 among the Company, the Guarantor and The Bank of New York (as
successor to JP Morgan Chase Bank, N.A.).
	 
	 	 	 	“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.
	 
	 	 	 	“Guarantor” means the Person named as the “Guarantor” 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 “Guarantor” shall mean
such Person.
	 
	 	 	 	“Guaranty” means the guaranty of the Securities by the Guarantor pursuant to this
Indenture.
	 
	 	 	 	“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 guaranty 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
Guarantor 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 Guarantor in
connection with such Indebtedness, provided that such payment made by the
Guarantor is made within five Business Days of notice being provided to the
Guarantor that payment is due under such guarantee or similar instrument.
	 
	 	 	 	“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 the Cayman Islands, 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.




4









 






	 	 	 	“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 or
the Guarantor 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 or the Guarantor by any two of the Company’s or the Guarantor’s, as
applicable, principal executive, financial or accounting officers.
	 
	 	 	 	“Opinion of Counsel” means a written opinion of counsel, who may be counsel for
the Company or the Guarantor, 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, 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.



5









 






“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 or the Guarantor 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 or the Guarantor’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 or Guarantor;
	 
	 	(v)	 	securing or providing for the payment of Indebtedness
incurred in connection with any project financing by the Guarantor; 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 Guarantor 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 Guarantor 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 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 or Guarantor 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 or Guarantor 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 Guarantor’s
stockholders’ equity (calculated on the basis of the Guarantor’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).




6









 












	 	 	 	“Person” means any individual, corporation, limited liability company,
partnership, joint venture, 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.
	 
	 	 	 	“Registration Rights Agreement” means the Registration Rights Agreement dated as
of March 8, 2002 among the Company, the Guarantor, J.P. Morgan Securities Inc.,
Banco Bilbao Vizcaya Argentoria, S.A., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Smith Barney Inc.
	 
	 	 	 	“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 any 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.
	 
	 	 	 	“Securities” has the meaning stated in the fourth recital of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture. All references herein to the Securities shall be deemed to include the
Guaranty of the Securities, which is an integral part thereof.
	 
	 	 	 	“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
Guarantor’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.




7









 






	 	 	 	“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 Guarantor directly or indirectly
owns more than 51% of the outstanding voting shares, and the Guarantor 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 or the Cayman
Islands, 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 and the Guarantor 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
Company or the Guarantor, 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;




8









 






	 	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 or the Guarantor 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 or the Guarantor stating that the
information with respect to such factual matters is in the possession of the
Company or the Guarantor, 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 and the Guarantor. 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 (subject to Section 6.1) conclusive in
favor of the Trustee, the Company and the Guarantor, 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.




9









 






	 	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, the Company or the Guarantor 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 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




10









 







	 	 	 	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, Company and Guarantor
	 
	 	 	 	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 or Guarantor 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	 	(i) 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 both the Company and the Guarantor and (ii) the
Guarantor 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 both the Guarantor and the Company, in either case
addressed to it at the address specified below or at any other address previously
furnished in writing to the Trustee by the Company or the Guarantor:




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





	 	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.




11









 






	 	 	 	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 or the Guarantor
shall bind its respective 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
	 
	 	 	 	THIS INDENTURE, THE SECURITIES AND THE GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
	 
	 	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.




12









 






	 	1.14	 	Consent to Service; Jurisdiction
	 
	 	 	 	The Company, the Guarantor and the Trustee agree that any legal suit, action or
proceeding arising out of or relating to this Indenture, and the Company and the
Guarantor agree 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 and the Guarantor further submit 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 and the Guarantor hereby designate and appoint Rio Doce
America, Inc. (“RDA”) located at 546 5th Avenue, 12th Floor, New York, New York,
10036, as their 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 or the Guarantor, as
the case may be, by the Person serving the same, shall be deemed in every respect
effective service of process upon the Company or the Guarantor 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 and
the Guarantor will promptly appoint a successor agent for this purpose reasonably
acceptable to the Trustee. The Company and the Guarantor agree 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
	 
	 	 	 	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.




13









 








	 	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 OVERSEAS LIMITED

[                    ]

GUARANTEED BY COMPANHIA VALE DO RIO DOCE




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







	 	 	 	VALE OVERSEAS LIMITED, a company organized and existing under the laws of the
Cayman Islands (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




14









 








	 	 	 	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.





Dated: [        ]




VALE OVERSEAS LIMITED




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







	 	 	 	The undersigned hereby irrevocably and unconditionally guarantees the full and
punctual payment (whether at the Stated Maturity, upon redemption, purchase
pursuant to an offer to




15









 









	 	 	 	purchase or acceleration or otherwise) of the principal, premium, interest,
Additional Amounts and all other amounts that may come due and payable under this
Security.
	 
	 	 	 	In Witness Whereof, the Guarantor has caused this instrument to be duly endorsed.





COMPANHIA VALE DO RIO DOCE




	 	 	 	 	 
	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, as amended and restated in its entirety
as of November  , 2006 (herein called the “Indenture”, which term shall have
the meaning assigned to it in such instrument), among the Company, Companhia Vale
do Rio Doce, as Guarantor (herein called the “Guarantor”) and The Bank of New
York, 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 Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The full and punctual payment of the principal of,
premium, if any, and interest on, and all other amounts payable under, this
Security is guaranteed by the Guarantor. 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,






	 	 	 	 	 	 	 
	 	Year	 	Redemption
Price	 	Year	 	Redemption 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.]




16









 






	 	 	 	[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.]
	 
	 	 	 	[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 the Cayman Islands, 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 the Cayman Islands, 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 or the Guarantor, as the case may be,
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 the Cayman Islands or 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 Cayman Islands, 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 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;




17









 






	 	(iii)	 	in respect of estate, inheritance, gift, sales, transfer,
personal property or similar tax, assessment or governmental charge imposed
with respect to a Security;
	 
	 	(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 or the Guarantor
in respect of claims made against the Company or the Guarantor;
	 
	 	(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 or the Guarantor’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 Cayman Islands or 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 the Cayman Islands or Brazil), regulation (including
proposed regulations) and administrative practice.
	 
	 	 	 	The Company or the Guarantor, as the case may be, 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 or the Guarantor 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 or the Guarantor, as the case may be, shall pay all stamp, issue,
registration, documentary or other similar duties, if any, which may be imposed by
the Cayman Islands or 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 or the Guaranties.
	 
	 	 	 	All references herein or in the Indenture to principal, premium or interest in
respect of any Security or Guaranty 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 and the Guarantor. However, by making such
assignment, the




18









 






	 	 	 	Holder makes no representation or warranty that the Company or the Guarantor 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 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 the Cayman
Islands or 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 up to but not including the Redemption Date.
	 
	 	 	 	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




19









 






	 	 	 	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.
	 
	 	 	 	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 Guarantor, the Trustee and any agent of the Company, the Guarantor 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 Guarantor, 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:




20









 







	 	 	 	TEN COM-as tenants in common

EN 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: [          ]

THE BANK OF NEW YORK,

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;




21









 






	 	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;
	 
	 	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;




22









 






	 	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 13 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).
	 
	 	 	 	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 Clause 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
Directors or its attorneys in fact in accordance with its bylaws. The Guaranty on
the Securities shall be endorsed on behalf of the Guarantor by any two of its
officers or its attorneys in fact in accordance with its bylaws. The signature of
any of these Directors or officers on the Securities or the Guaranty may be manual
or facsimile.
	 
	 	 	 	Securities bearing the manual or facsimile signatures of individuals who were at
any time the proper officers 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. Guaranties bearing the manual or
facsimile endorsement of individuals who were at any time the proper officers of
the Guarantor shall bind the Guarantor, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of Securities bearing such endorsement 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 and properly endorsed by the Guarantor 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,




23









 






	 	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;
	 
	 	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; and
	 
	 	3.3.4	 	that the Guaranty, when the Securities upon which it shall have been endorsed
shall have been authenticated and delivered by the Trustee and when properly endorsed
by the Guarantor in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding obligations of the Guarantor
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 the general equity
principles.
	 
	 	 	 	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 and the Guarantor of any of such Securities and the Guaranty, 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.




24









 






	 	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 Guarantor shall endorse, 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.
	 
	 	 	 	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 Guarantor shall endorse, 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




25









 






	 	 	 	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 and the Guarantor, 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 Clauses 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 such event the Company will
execute and the Guarantor will endorse, 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 Clause 3.4.2 above, the Company will execute and
the Guarantor will endorse 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
Guarantor shall endorse, and the Trustee shall authenticate and deliver, without
service charge, (i) to each Person specified by such Depositary a new individual
Security or Securities




26









 






	 	 	 	of the same series, of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such
Person’s 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 Clause 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 Guarantor, the Trustee or any agent of the Company,
the Guarantor 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.
	 
	 	3.5	 	Mutilated, Destroyed, Lost and Stolen Securities
	 
	 	 	 	If any mutilated Security is surrendered to the Trustee, the Company shall
execute, the Guarantor shall endorse 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, the Guarantor shall endorse 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.




27









 






	 	 	 	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
Clause 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 payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted Interest as in this Clause
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 Clause 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
Clause, such manner of payment shall be deemed practicable by the Trustee.




28









 






	 	 	 	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 Guarantor, the Trustee and any agent of the Company, the Guarantor 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 Guarantor, the Trustee nor any agent of the Company, the
Guarantor 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.
	 
	 	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




29









 






	 	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.
	 
	 	 	 	Notwithstanding the satisfaction and discharge of this Indenture, the obligations
of the Company and the Guarantor to the Trustee under Section 6.7, the obligations
of the Company and the Guarantor to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause
(ii) of Clause 4.1.1 of this Section, 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




30









 






	 	 	 	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 the Guarantor 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 or the Guarantor 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, the Guarantor 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, the Guarantor 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,
the Guarantor or any Significant Subsidiary under any applicable law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company, the Guarantor or any Significant Subsidiary or of any
substantial part of the property of the Company, the Guarantor or any Significant
Subsidiary, or ordering the winding up or liquidation of the affairs of the Company,
the Guarantor 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;
	 
	 	5.1.6	 	the commencement by the Company, the Guarantor 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, the Guarantor or
any Significant Subsidiary to the entry of a decree or order for relief in respect of
the Company, the Guarantor 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, the Guarantor or any Significant
Subsidiary, or the filing by the Company, the Guarantor, 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, the Guarantor 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, the Guarantor or any Significant Subsidiary or of any
substantial part of the property of the Company, the Guarantor or any Significant
Subsidiary, or the making by the Company, the




31









 






	 	 	 	Guarantor or any Significant Subsidiary of an assignment for the benefit of
creditors, or the admission by the Company, the Guarantor 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, the Guarantor 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, the Guarantor or such Significant Subsidiary
that similarly binds the Company, the Guarantor or such Significant Subsidiary,
as the case may be), or the general inability of the Company, the Guarantor or
any Significant Subsidiary to make payment of their obligations as they come due;
	 
	 	5.1.7	 	any illegality event occurring and continuing under any of the Company’s
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 (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; or
	 
	 	5.1.8	 	a final judgment or judgments (not subject to appeal) determines the Guaranty
to be unenforceable or invalid, or the Guaranty ceases for any reason to be valid and
binding or enforceable against the Guarantor, or the Guarantor or any person acting on
its behalf denies or disaffirms its obligations under the Guaranty.
	 
	 	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 and the Guarantor but not to a Significant Subsidiary of the Guarantor),
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
Guarantor, 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 or the
Guarantor (but not a Significant Subsidiary of the Guarantor), 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 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




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	 	(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
	 
	 	 	 	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.




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	 	 	 	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;
	 
	 	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




34









 






	 	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 Guarantor, 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 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




35









 






	 	 	 	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, the Guarantor, 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
	 
	 	 	 	Each of the Company and the Guarantor 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 each of the Company
and the Guarantor (to the extent that it may 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.




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	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. If on the Business Day prior to an Interest Payment Date the
Company has not deposited with the Trustee funds sufficient to pay the interest
due on the next Interest Payment Date, then the Trustee shall provide written
notice to the Guarantor of such failure.
	 
	 	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 Company Request or Company Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution. Any request or direction
of the Guarantor mentioned herein shall be sufficiently evidenced by a written request
or direction signed on behalf of the Guarantor 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;




37









 






	 	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 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, the Guarantor 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 or the Guarantor 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; and
	 
	 	6.3.11	 	The permissive rights of the Trustee enumerated herein shall not be construed as
duties.
	 
	 	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 or the Guarantor of Securities or the proceeds thereof.
	 
	 	6.5	 	May Hold Securities
	 
	 	 	 	The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company or the Guarantor, 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




38









 






	 	 	 	the Company and the Guarantor 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 and the Guarantor, jointly and severally, agree 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 and the Guarantor agree, 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 Guarantor 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 and the
Guarantor 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.
	 
	 	 	 	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.




39









 






	 	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 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
	 
	 	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,




40









 






	 	 	 	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 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




41









 






	 	 	 	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 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




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	 	 	 	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 and the Guarantor agree 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, as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

as Authenticating Agent
	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Authorized Officer	 	 







	 	6.15	 	Appointment of Luxembourg Transfer Agent
	 
	 	 	 	For so long as the rules of the Luxembourg Stock Exchange so require, the Company
and the Guarantor shall appoint and maintain a transfer agent located in
Luxembourg with respect to Securities listed on the Luxembourg Stock Exchange.
	 
	 	 	 	The Company and the Guarantor agree to pay to each such agent from time to time
reasonable compensation for its services under this Section.
	 
	 	6.16	 	Trustee’s Application for Instructions from the Company
	 
	 	 	 	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




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	 	 	 	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 60 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).
	 
	 	 	 	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




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	 	 	 	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 and Guarantor May Consolidate, Etc. Only on Certain Terms
	 
	 	 	 	Neither the Company nor the Guarantor shall, 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 (x) in the case
of the Company, convey or transfer all or substantially all of its properties or
assets to any other Person or (y) in the case of the Guarantor, 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 or
Guarantor is merged or the Person which acquires by conveyance or transfer all or
substantially all of the properties or assets of the Company or all or substantially
all of the mining properties or assets of the Guarantor (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 or the Guarantor, 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 and the Guarantor have delivered to the Trustee (a) a certificate
signed by two executive officers of the Company and two executive officers of the
Guarantor 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,
the Cayman Islands, 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
	 
	 	 	 	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




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	 	 	 	and power of the Company or the Guarantor, as applicable, under the Securities
with the same effect as if the Successor Corporation had been named as the issuer
or guarantor of the Securities herein.
	 
	 	8.3	 	Right to Redemption
	 
	 	 	 	No Successor Corporation shall have the right to redeem the Securities unless the
Company and the Guarantor 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, the Guarantor, 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 or the Guarantor
and the assumption by any such successor of the covenants of the Company or the
Guarantor herein and in the Securities; or
	 
	 	9.1.2	 	to add to the covenants of the Company or the Guarantor 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 the Guarantor; 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




46









 






	 	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 clause 9.1.9 shall not adversely affect the interests
of the Holders of Securities of any series in any material respect; or
	 
	 	9.1.10	 	to issue an unlimited amount of 2007 Notes pursuant to the First Supplemental
Indenture, to issue an unlimited amount of “Exchange Securities” contemplated by the
Registration Rights Agreement and to comply with the obligations of the Company and the
Guarantor thereunder.
	 
	 	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, the Guarantor, 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 5.2, or modify
in any way the Company’s or the Guarantor’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




47









 






	 	 	 	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.
	 
	 	 	 	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 or the Guarantor and the
duties of the Trustee in respect of any such provision shall remain in full force
and effect.
	 
	 	9.8	 	Notice to Luxembourg Stock Exchange
	 
	 	 	 	So long as any Securities of a series are listed on the Luxembourg Stock Exchange,
the Company shall give notice to the Luxembourg Stock Exchange of any supplemental
indenture or waiver of any covenant in regards such series effected pursuant to
this Article 9.




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	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 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.




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	 	 	 	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 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 and the Guarantor 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 and the Guarantor 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 or the Guarantor 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 or the Guarantor shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.
	 
	 	 	 	The Company and the Guarantor will deliver to the Trustee, as soon as possible and
in any event within 15 days after the Company or the Guarantor 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 and Guarantor
	 
	 	 	 	The Company (unless at the time no Outstanding Securities have been registered
with the Commission pursuant to the Securities Act) and the Guarantor 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.




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	 	 	 	Notwithstanding that the Guarantor may not be required to remain subject to the
reporting requirements of Section 12, 13 or 15(d) of the Exchange Act, the
Guarantor 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 and the Guarantor’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).
	 
	 	10.6	 	Limitation on Liens
	 
	 	 	 	Neither the Company nor the Guarantor will 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 or
Guarantor shall so determine, any other indebtedness of the Company or Guarantor)
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 or the Guarantor, and
(ii) the creation of a Lien upon or in respect of any asset of the Company or the
Guarantor 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 the Cayman Islands, 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 the Cayman Islands, 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 or the Guarantor, as the
case may be, 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 the Cayman Islands or 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 Cayman Islands, 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 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




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	 	 	 	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;
	 
	 	(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 or the Guarantor
in respect of claims made against the Company or the Guarantor;
	 
	 	(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 or the Guarantor’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 Cayman Islands or 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 the Cayman Islands or Brazil), regulation (including
proposed regulations) and administrative practice.
	 
	 	 	 	The Company or the Guarantor, as the case may be, 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 or the Guarantor 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 and the Guarantor 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 the Cayman Islands or Brazil or any Successor
Jurisdiction or any authority therein having power




52









 






	 	 	 	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 or the Guarantor, as the case may be, (if payment is then due
under the Guaranty) shall pay or cause to be paid to the Trustee or such Paying
Agent Additional Amounts, if any, required by this Section. The Company and the
Guarantor agree 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 and the Guarantor to so
indemnify being joint and several.
	 
	 	10.7.2	 	The Company or the Guarantor, as the case may be, shall pay all stamp, issue,
registration, documentary or other similar duties, if any, which may be imposed by the
Cayman Islands or 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 or the Guaranty.
	 
	 	10.7.3	 	The Company or the Guarantor, as the case may be, shall provide each Paying Agent and
any withholding agent under relevant tax regulations with copies of each certificate
received by the Company or the Guarantor 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 or the Guarantor. However, by making such assignment, the
Holder makes no representation or warranty that the Company or the Guarantor 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 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.




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	 	10.8	 	Indemnification of Judgment Currency
	 
	 	 	 	The Company and the Guarantor 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 the Guarantor 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
	 
	 	10.9.1	 	The Company and the Guarantor will each 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, the Cayman Islands 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.
	 
	 	10.9.2	 	The Company shall from time to time prepare (or shall cause to be prepared), execute,
file and deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments (including any additional financing statements, instruments, control
agreements or other documents necessary due to change in applicable law, rule or
regulation or otherwise), and shall take such other action necessary or advisable to:






	 	(i)	 	maintain or preserve any Lien and first priority security
interest that may be created pursuant to any supplemental indenture or carry
out more effectively the purposes thereof;
	 
	 	(ii)	 	perfect, publish notice of or protect the validity of any
Lien and first priority security interest that may be created pursuant to any
supplemental indenture; or
	 
	 	(iii)	 	enforce the rights of the Trustee and the Holders of
Securities in any collateral or security interest that may be created
pursuant to any supplemental indenture; or
	 
	 	(iv)	 	preserve and defend title to any collateral or security
interest that may be created pursuant to any supplemental indenture and the
rights of the Trustee and the Holders of Securities in any collateral or
security interest that may be created pursuant to any supplemental indenture
against the claims of all Persons and parties.






	 	10.9.3	 	The Company hereby authorizes the Trustee to file any financing statement, including
any amendments or continuations of any original financing statements, with respect to
any




54









 






	 	 	 	collateral and or security interest that may be created pursuant to any
supplemental indenture and identifying the Company as the debtor as the Trustee
deems necessary or desirable.
	 
	 	 	 	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, the Guarantor or any of its Subsidiaries. The Company will promptly
notify the Trustee when it, the Guarantor 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 Guaranty and Securities
	 
	 	 	 	The Guarantor will ensure that the Guaranty will rank at least pari passu with any
current and future unsecured and unsubordinated Indebtedness of the Guarantor. The
Company will ensure that the Securities will rank at least pari passu with any
current and future 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 and rights to conduct its business under
Cayman Islands law as currently contemplated in its Memorandum and Articles of
Association. The Guarantor will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence. The Company and the
Guarantor will comply with all laws, regulations, rules and orders of Brazil and
the Cayman Islands, or any political subdivision thereof, which apply to its
existence, property and business, including applicable environmental and labor
laws, except to the extent such failure to comply would not individually or in the
aggregate have a material




55









 






	 	 	 	adverse effect on the general affairs, business, prospects, management, financial
position, stockholder’s equity or results of operations of the Company or the
Guarantor.
	 
	 	10.16	 	Maintenance of Properties
	 
	 	 	 	The Company and the Guarantor will cause all properties that are material to the
conduct of their 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 and the Guarantor 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 or the Guarantor from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company or the Guarantor, desirable in the conduct of its
business and not disadvantageous in any material respect to the Holders of
Securities. The Company or the Guarantor 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 and the Guarantor 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 the Guarantor or upon
the income, profits or property of the Company or the Guarantor (the “Taxes”)
which, if unpaid, might by law become a Lien upon the property of the Company and
the Guarantor; provided, however, that (x) the Company and the Guarantor 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 and the Guarantor 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 Guarantor to comply with its
obligations under this Indenture.
	 
	 	10.18	 	Ownership of the Company and Payment of Expenses
	 
	 	 	 	The Guarantor will at all times own, either directly or indirectly, 100% of the
capital stock of the Company. The Guarantor will determine and timely pay all
fees, taxes, tariffs, service company expenses and other monies required to be
paid in connection with the establishment and maintenance of the existence of the
Company under Cayman Islands law.
	 
	 	10.19	 	Financial Statements and Reports
	 
	 	 	 	So long as any Note is Outstanding, the Company (but only if required to prepare
the requested information under Cayman Islands law) and the Guarantor will send to
the Trustee at the time of their issue, and in the case of annual financial
statements (which shall be audited) in any event within one hundred twenty (120)
days after the end of each financial year, four (4) copies in English of every
balance sheet and profit and loss account of the Company and the Guarantor;
provided that unaudited quarterly financial reports must be sent to the Trustee
within sixty (60) days of the end of each fiscal quarter.
	 
	 	10.20	 	Notice to Trustee
	 
	 	 	 	The Guarantor will provide written notice to the Trustee within five Business Days
of depositing funds with the Trustee in satisfaction of the Guaranty.




56









 






	 	10.21	 	Restrictions on the Company
	 
	 	 	 	So long as any Securities are Outstanding, the Company shall not, without the
prior consent in writing of the Trustee if so directed by the holders of not less
than 25% of the principal amount of the Securities Outstanding:
	 
	 	10.21.1	 	engage in any business other than issuing Securities, acquiring and holding any
collateral for the payment of Securities, issuing further Securities, entering into
agreements and transactions related to all or any of the foregoing and performing any
act incidental to or necessary in connection with any of the foregoing;
	 
	 	10.21.2	 	dispose of any part of any collateral or any interest therein, or create any
mortgage, charge, Lien or other security or right of recourse in respect thereof in
favor of any Person;
	 
	 	10.21.3	 	declare or pay any dividends or make any distribution of its assets;
	 
	 	10.21.4	 	release any party to this Indenture from any existing obligations thereunder;
	 
	 	10.21.5	 	have any subsidiaries;
	 
	 	10.21.6	 	consolidate or merge with any other Person (other than as contemplated by this Indenture);
	 
	 	10.21.7	 	take or omit to take any action, or make or omit to make any filing, or consent to
the taking or omission to take any action or the making or omission to make any filing,
which could lead to the Company becoming subject to any of the events specified in
Section 5.1.5 or Section 5.1.6;
	 
	 	10.21.8	 	have any employees;
	 
	 	10.21.9	 	incur any indebtedness for borrowed moneys, other than issuing Securities to the
extent permitted under this Indenture and provided that following the issue of such
further Securities, the Issuer will not be deemed to be an “investment company” as
defined in the U.S. Investment Company Act of 1940; or
	 
	 	10.21.10	 	purchase, own, lease or otherwise acquire any real property (including office
premises or like facilities).
	 
	 	10.22	 	Restrictions on the Guarantor
	 
	 	 	 	So long as any Securities are Outstanding, the Guarantor and the Company shall
not:
	 
	 	10.22.1	 	without the prior consent in writing of the Trustee, if so directed by the holders
of not less than 25% of the principal amount of the Securities Outstanding, cause to be
made or approve any changes to the constitutive documents of the Company allowing the
Company to be engaged in any business or carry out any activities other than the ones
contemplated by Section 10.23; or
	 
	 	10.22.2	 	take or omit to take any action, or make or omit to make any filing, or consent to
the taking or omission to take any action or the making or omission to make any filing,
which could lead to the Company becoming subject to any of the events specified in
Section 5.1.5 or Section 5.1.6.
	 
	 	10.23	 	Change to Constitutive Documents of the Company
	 
	 	 	 	The Guarantor shall take any and all action as the sole shareholder of the Company
to effect a change in the constitutive documents of the Company within 90 days of
the date hereof. That change shall be to restrict the objects of the Company to
acting as a finance company for CVRD and its subsidiaries by issuing Securities
under this Indenture and activities incidental or




57









 






	 	 	 	related thereto and such other purposes as the Trustee may approve if so directed
by holders of not less than 25% in principal amount of the Outstanding Securities.






	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 the Cayman Islands or 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 Amounts in respect of the Securities of
such series pursuant to the terms and conditions thereof in excess of those
attributable to Cayman Islands or 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 up to but
not including the Redemption Date; 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.




58









 






	 	 	 	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
	 
	 	 	 	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




59









 






	 	 	 	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.
	 
	 	 	 	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	 	Guaranty






	 	12.1	 	The Guaranty
	 
	 	 	 	Subject to the provisions of this Article, the Guarantor hereby irrevocably and
unconditionally guarantees to each Holder of a Security of each series
authenticated and delivered by the Trustee and to the Trustee the full and
punctual payment (whether at the Stated Maturity, upon redemption, purchase
pursuant to an offer to purchase or acceleration or otherwise) of the principal,
premium, interest, Additional Amounts and all other amounts that may come due and
payable under each Security and the full and punctual payment of all other amounts
payable by the Company under the Indenture as they come due. Upon failure by the
Company to pay punctually any such amount, the Guarantor shall forthwith pay the
amount not so paid at the place and time and in the manner specified in the
Indenture.
	 
	 	12.2	 	Guaranty Unconditional
	 
	 	 	 	The obligations of the Guarantor hereunder are unconditional and absolute and,
without limiting the generality of the foregoing, will not be released, discharged
or otherwise affected by
	 
	 	12.2.1	 	any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of the Company under the Indenture or any Security, by operation of law or
otherwise;
	 
	 	12.2.2	 	any modification or amendment of or supplement to the Indenture or any Security;




60









 






	 	12.2.3	 	any change in the corporate existence, structure or ownership of the Company, or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting the
Company or its assets or any resulting release or discharge of any obligation of the
Company contained in the Indenture or any Security;
	 
	 	12.2.4	 	the existence of any claim, set-off or other rights which the Guarantor may have at
any time against the Company, the Trustee or any other Person, whether in connection
with the Indenture or any unrelated transactions, provided that nothing herein prevents
the assertion of any such claim by separate suit or compulsory counterclaim;
	 
	 	12.2.5	 	any invalidity or unenforceability relating to or against the Company for any reason
of the Indenture or any Security, or any provision of applicable law or regulation
purporting to prohibit the payment by the Company of the principal of or interest on
any Security or any other amount payable by the Company under the Indenture; or
	 
	 	12.2.6	 	any other act or omission to act or delay of any kind by the Company, the Trustee or
any other Person or any other circumstance whatsoever which might, but for the
provisions of this paragraph, constitute a legal or equitable discharge of or defense
to such Guarantor’s obligations hereunder.
	 
	 	12.3	 	Discharge; Reinstatement
	 
	 	 	 	The Guarantor’s obligations hereunder will remain in full force and effect until
the principal of, premium, if any, and interest on the Securities and all other
amounts payable by the Company under the Indenture have been paid in full. If at
any time any payment of the principal of, premium, if any, or interest on any
Security or any other amount payable by the Company under the Indenture is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, the Guarantor’s
obligations hereunder with respect to such payment will be reinstated as though
such payment had been due but not made at such time.
	 
	 	12.4	 	Waiver by the Guarantor
	 
	 	12.4.1	 	The Guarantor unconditionally and irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any requirement that
at any time any action be taken by any Person against the Company or any other Person.
The Guaranty constitutes a guaranty of payment and not of collection.
	 
	 	12.4.2	 	The Guarantor unconditionally and irrevocably waives any and all rights provided
under Articles 1491, 1498 through 1500 and 1502 through 1504 of the Brazilian Civil
Code, Articles 261 and 262 of the Brazilian Commercial Code and Article 595 of the
Brazilian Civil Procedure Code.
	 
	 	12.5	 	Subrogation and Contribution
	 
	 	 	 	Upon making any payment with respect to any obligation of the Company under this
Article, the Guarantor making such payment will be subrogated to the rights of the
payee against the Company with respect to such obligation; provided, however, that
the Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of (and
premium, if any) and interest on all Securities of the relevant series shall have
been paid in full.




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	 	12.6	 	Stay of Acceleration
	 
	 	 	 	If acceleration of the time for payment of any amount payable by the Company under
the Indenture or the Securities is stayed upon the insolvency, bankruptcy or
reorganization of the Company, all such amounts otherwise subject to acceleration
under the terms of the Indenture are nonetheless payable by the Guarantor
forthwith on demand by the Trustee or the Holders.
	 
	 	12.7	 	Execution and Delivery of Guaranty
	 
	 	 	 	The execution by the Guarantor of the Indenture or a supplemental indenture
evidences the Guaranty of such Guarantor, whether or not the person signing as an
officer of the Guarantor still holds that office at the time of authentication of
any Security. The delivery of any Security by the Trustee after authentication
constitutes due delivery of the Guaranty set forth in the Indenture on behalf of
the Guarantor.






	13	 	Defeasance and Covenant Defeasance






	 	13.1	 	Company’s Option to Effect Defeasance or Covenant Defeasance
	 
	 	 	 	The Company may elect, at its option at any time, to have Section 13.2 or Section
13.3 applied to any Securities or any series of Securities designated pursuant to
Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, 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.
	 
	 	13.2	 	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 and the
Guarantor shall each be deemed to have been discharged from their respective
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 13.4 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 13.4 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 respective obligations of the Company and the Guarantor 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 13. Subject to compliance with this
Article, the Company may exercise its option to have this Section 13.2 applied to
any Securities notwithstanding the prior exercise of its option to have Section
13.3 applied to such Securities.
	 
	 	13.3	 	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 and the
Guarantor shall each 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




62









 






	 	 	 	13.4 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the Company
and the Guarantor 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.
	 
	 	13.4	 	Conditions to Defeasance or Covenant Defeasance.
	 
	 	 	 	The following shall be the conditions to the application of Section 13.2 or
Section 13.3 to any Securities or any series of Securities, as the case may be:
	 
	 	13.4.1	 	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.
	 
	 	13.4.2	 	In the event of any election to have Section 13.2 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.
	 
	 	13.4.3	 	In the event of an election to have Section 13.3 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




63









 






	 	 	 	the same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.
	 
	 	13.4.4	 	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 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).
	 
	 	13.4.5	 	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).
	 
	 	13.4.6	 	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
or the Guarantor is a party or by which either is bound.
	 
	 	13.4.7	 	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.
	 
	 	13.4.8	 	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.
	 
	 	13.5	 	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 13.4 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 and the Guarantor 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 13.4, 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 13.4 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.




64









 









	 	13.6	 	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 and the Guarantor have been discharged or
released pursuant to Section 13.2 or 13.3 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
or the Guarantor make any payment of principal of or any premium or interest on
any such Security following such reinstatement of its obligations, the Company or
the Guarantor (as the case may be) shall be 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 OVERSEAS LIMITED,	 	 
	 	 	as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Sonia Zagury	 	 
	 	 	 	 	 	 	 
	 	 	Name: Sonia Zagury	 	 
	 	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ José Alberto Menezes Penedo	 	 
	 	 	 	 	 	 	 
	 	 	Name: José Alberto Menezes Penedo	 	 
	 	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	In the presence of:	 	/s/ Alexandre Alves de Souza	 	 
	 

	 	 	 	 	 	 

      
      
         Witness
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COMPANHIA VALE DO RIO DOCE,	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Sonia Zagury	 	 
	 	 	 	 	 	 	 
	 	 	Name: Sonia Zagury	 	 
	 	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ José Alberto Menezes Penedo	 	 
	 	 	 	 	 	 	 
	 	 	Name: José Alberto Menezes Penedo	 	 
	 	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

as Trustee	 	 
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lucia Jaklitsch	 	 
	 	 	 	 	 	 	 
	 	 	Name: Lucia Jaklitsch	 	 
	 	 	Title: Vice President	 	 






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Certain Sections of this Indenture relating to Section 310

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




	 	 	 	 	 
	 	 	INDENTURE	 
	TRUST INDENTURE ACT SECTION	 	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.





66