Exhibit 4.1


 


Dated as of August 4, 2021


 


VALE S.A.,

as Issuer


 


and


 


THE BANK OF NEW YORK MELLON,


as Trustee


 


INDENTURE


 






     


     


    

 


Table
of Contents


 


Page


 





		1.	Definitions and Other Provisions of General Application	1






		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 and Company	11
		1.6	Notice to Holders; Waiver	12
		1.7	Conflict with Trust Indenture Act	12
		1.8	Effect of Headings and Table of Contents	13
		1.9	Successors and Assigns	13
		1.10	Separability Clause	13
		1.11	Benefits of Indenture	13
		1.12	Governing Law/Waiver of Jury Trial	13
		1.13	Legal Holidays	13
		1.14	Consent to Service; Jurisdiction	13
		1.15	Language of Notices, Etc.	14






		2.	Security Forms	14






		2.1	Forms Generally	14
		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	21






		3.1	Amount Unlimited; Issuable in Series	21
		3.2	Denominations	23
		3.3	Execution, Authentication, Delivery and Dating	24
		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	30






		4.1	Satisfaction and Discharge of Indenture with Respect to Any Series of Securities	30






		4.2	Application of Trust Money	30






		5.	Remedies	31






		5.1	Events of Default	31
		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
		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	36






		6.1	Certain Duties and Responsibilities	36



 






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Table
of Contents


(continued)


 


Page


 


		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	39
		6.5	May Hold Securities	39
		6.6	Money Held in Trust	39
		6.7	Compensation and Reimbursement	39
		6.8	Conflicting Interests	40
		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	43
		6.15	Trustee’s Application for Instructions from the Company	44






		7.	Holders’ Lists and Reports by Trustee and Company	44






		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	45






		8.	Consolidation, Merger, Conveyance, Transfer or Lease	45






		8.1	Company May Consolidate, Etc. Only on Certain Terms	45
		8.2	Successor Substituted	45
		8.3	Right to Redemption	46






		9.	Supplemental Indentures	46






		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






		10.	Covenants	48






		10.1	Payment of Principal, Premium and Interest	48
		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	50
		10.6	Limitation on Liens	51
		10.7	Payment of Additional Amounts	51
		10.8	Securities Held by the Company	53
		10.9	Securities Issued or Outstanding	53
		10.10	Status of Securities	53
		10.11	Maintenance of Good Standing	54






		11.	Redemption of Securities	54






		11.1	Right of Redemption	54
		11.2	Notice of Redemption	54
		11.3	Deposit of Redemption Price	54
		11.4	Securities Payable on Redemption Date	55
		11.5	Securities Redeemed in Part	55
		11.6	Optional Redemption Due to Changes in Tax Treatment	56






		12.	Defeasance and Covenant Defeasance	56






		12.1	Company’s Option to Effect Defeasance or Covenant Defeasance	56
		12.2	Defeasance and Discharge	56
		12.3	Covenant Defeasance	57
		12.4	Conditions to Defeasance or Covenant Defeasance.	57
		12.5	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	58
		12.6	Reinstatement	59






 


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


 






    2ii


     


    

 


Indenture, dated as of August 4, 2021,
among VALE S.A., a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Company”),
having its principal office at Praia de Botafogo 186, offices 701, 1101, 1601, 1701, 1801 and 1901, Botafogo, 22250-145 Rio de Janeiro,
RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New
York, having its principal corporate trust office at 240 Greenwich Street, New York, New York 10286, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


Now, Therefore, This Indenture Witnesseth:


 


It is hereby covenanted and agreed that the terms
and conditions upon which the Securities are issued, authenticated, delivered and accepted by all Persons (as defined below) who shall
from time to time be or become the Holders thereof, and the terms and conditions upon which any property herein mortgaged and pledged
is to be held and disposed of, which said terms and conditions the Company has agreed and covenanted and does hereby agree and covenant
with the Trustee and with the respective owners, from time to time, of the Securities or any part thereof 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 Reporting GAAP, 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 consistent with Reporting GAAP at the date of such computation;



 


		1.1.4	unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an article or
section, as the case may be, of this Indenture;



 


		1.1.5	unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor
statute, rule or regulation thereto) as it may be amended from time to time; and



 


		1.1.6	the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.



 






     


     


    

 



 





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





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Brazil” means the Federative Republic of
Brazil.


 


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


 


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


 


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


 


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


 


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


 


“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 240 Greenwich Street, 4E, New York, New York 10286, Attention: Global Finance Americas, Fax: (212) 815-5550, Tel:
(212) 815-5802.


 






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“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.


 


“Electronic Means” means the following communications
methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication
keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services
hereunder.


 


“Euroclear” has the meaning specified in
Section 3.4.5.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness” means with respect to any
Person, without duplication, any amount payable (whether as a direct obligation or indirectly through a guarantee by such Person) pursuant
to (i) an agreement or instrument involving or evidencing money borrowed, (ii) a conditional sale or a transfer with recourse
or with an obligation to repurchase or (iii) Lease Obligations of such Person, provided, however, that as used in Section 5.1.3,
 “Indebtedness” shall not include any payment made by the Company on behalf of an Affiliate, upon any Indebtedness of such
Affiliate becoming immediately due and payable as a result of a default by such Affiliate, pursuant to a guarantee or similar instrument
provided by the Company in connection with such Indebtedness, provided that such payment made by the Company is made within five Business
Days of notice being provided to the Company that payment is due under such guarantee or similar instrument.


 






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“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.


 


“Lease Obligations” means, with respect
to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to
use) real and/or personal property, which obligations are required to be classified and accounted for as a lease or liability set forth
on a balance sheet of such Person under Reporting GAAP; provided that “Lease Obligations” shall not include any obligations
of such Person that are or would have been treated as operating leases for purposes of Reporting GAAP prior to the adoption of IFRS 16
(whether or not such operating lease obligations were in effect on the date of adoption of IFRS 16) notwithstanding the fact that such
obligations may be required to be treated as capital lease obligations in accordance with IFRS 16 (on a prospective or retroactive basis
or otherwise). The stated maturity of such obligations shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. The principal amount
of such obligations shall be the capitalized amount that would appear on the balance sheet of such Person in accordance with Reporting
GAAP.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


		(i)	Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;



 


		(ii)	Securities for whose payment, redemption or repurchase money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such
redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made;
and



 






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		(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 $50,000,000, (ii) subject to supervision or examination by Federal or State authority
and (iii) having a long-term unsecured debt rating with respect to U.S. dollar obligations of at least A2 or its equivalent rating
by Moody’s, that is authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of
the Company.


 


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


 


(i) granted upon or with regard to any Restricted Property
acquired by the Company after the date of the issuance of Securities of such series to secure the purchase price of such Restricted Property
or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such Restricted Property; provided, however,
that the maximum sum secured by such Lien shall not exceed 130% of the purchase price of such Restricted Property or the Indebtedness
incurred solely for the purpose of financing the acquisition of such Restricted Property;


 


(ii) granted upon or with regard to any Restricted Property
(including any improvements on or to an existing Restricted Property) after the date of the issuance of Securities of such series to secure
the payment of all or any part of the cost of development, expansion or construction of or improvement on or to such Restricted Property
or to secure Indebtedness incurred solely for the purpose of financing all or any part of the cost of development, expansion or construction
of or improvements on or to such Restricted Property; provided, however, that the maximum sum secured by such Lien shall
not exceed the higher of cost or fair market value of that development, expansion, construction or improvement;


 


(iii) 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;


 






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(iv) arising by operation of law, such as tax, merchants’,
maritime or other similar Liens arising in the ordinary course of the Company’s business;








 


(v) 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;


 


(vi) arising in connection with Lease Obligations;


 


(vii) securing or providing for the payment of Indebtedness
incurred for the purpose of financing all or a part of the ownership, acquisition, construction, development or operation of any project
by the Company, any Subsidiary of the Company or any consortium or other venture in which the Company has any ownership or other similar
interest; provided that such Lien only extends to (a) Restricted Properties (which may include existing Restricted Properties
at any pre-existing site selected for expansion and any concession, authorization or other legal right granted by any governmental authority)
which are the subject of such project financing, (b) any revenues from such Restricted Properties, (c) any proceeds from claims
belonging to the Company, any Subsidiary of the Company or any consortium or other venture in which the Company has any ownership or other
similar interest which arise from the operation, failure to meet specifications, failure to complete, exploitation, sale or loss of, or
damage to, such Restricted Property, or (d) shares or other ownership interest in, and any subordinated debt claims against, the
project entity whose principal assets and business are constituted by such project;


 


(viii) granted upon or with regard to any present or
future Restricted Property of the Company to secure borrowings from, or funded directly or indirectly by, or effected indirectly through
intermediaries by, (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;


 


(ix) existing on any asset prior to the acquisition
thereof by the Company, whether by merger, consolidation, purchase of assets or otherwise, and not created in contemplation of such acquisition;


 


(x) created over funds reserved for the payment of principal,
interest and premium, if any, due in respect of Securities issued under this Indenture; or


 


(xi) not otherwise referred to in clauses (i) through
(ix) above, provided that the aggregate amount of Indebtedness secured pursuant to this clause (x) shall not, on the
date any such Indebtedness is incurred, exceed an amount equal to 15% of the Company’s consolidated total assets (calculated on
the basis of the Company’s latest quarterly unaudited or annual audited consolidated financial statements, whichever is the most
recently prepared, in accordance with Reporting GAAP).


 


“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.


 






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“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.








 


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


 


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


 


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


 


“Reporting GAAP” means the International
Financial Reporting Standards as adopted by the International Accounting Standards Board or any other accounting standard that the Company
may adopt as its primary reporting accounting standard in its reports filed with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act.


 


“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 or her knowledge
of and familiarity with the particular subject.


 


“Restricted Property” with respect to any
series of Securities issued hereunder, means (a) the interest of the Company in any (i) mineral property or concession, authorization
or other legal right granted in respect of minerals by any governmental authority, (ii) manufacturing or processing plant, building,
structure or other facility used in connection with the processing, refining or manufacturing of minerals or metals, together with the
land upon which it is erected and fixtures comprising a part thereof, or (iii) railroad, marine terminal or port, whether owned as
of the date of the issuance of Securities of such Series or thereafter acquired or constructed and (b) any shares of capital
stock owned by the Company of a Subsidiary that has interests in the kinds of property described in clauses (i), (ii) or (iii) of
(a) above.


 


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


 


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


 


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


 


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


 






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








 


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


 


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


 


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


 


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


 


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


 


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


 


“Trustee” means the Person named as the
 “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one Person, “Trustee” as used with respect to the Securities of any series shall mean
the Trustee with respect to Securities of that series. Each Trustee shall be a Person that (i) is eligible pursuant to the Trust
Indenture Act to act as such, (ii)  has a combined capital and surplus of at least $50,000,000, (iii) is subject to supervision
or examination by Federal or State authority, (iv) has a long-term unsecured debt rating with respect to U.S. dollar obligations
of at least A2 or its equivalent rating by Moody’s and (v) has its Corporate Trust Office in the United States.


 


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


 


		1.2	Compliance Certificates and Opinions



 


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


 


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


 


		1.2.1	a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;



 


		1.2.2	a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;



 






    8


     


    

 


		1.2.3	a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and









 


		1.2.4	a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.



 


		1.3	Form of Documents Delivered to Trustee



 


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


 


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


 


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


 


		1.4	Acts of Holders; Record Dates



 


		1.4.1	Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.



 


		1.4.2	The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his or her 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 or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.



 


		1.4.5	The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record
date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request
or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities
of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by
any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 1.6.



 


		1.4.6	The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2,
(iii) any request to institute proceedings referred to in Section 5.7.2 or (iv) any direction referred to in Section 5.12,
in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall 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.



 






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












 


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


 


		1.5	Notices, Etc., to Trustee and Company



 


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


 


		1.5.1	the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing (which may be by facsimile) to or with the Trustee at its Corporate Trust Office, or



 


		1.5.2	the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company, addressed to it at the address specified below or at any other
address previously furnished in writing to the Trustee by the Company:



 


	
    Praia de Botafogo, 186, 16°
    Andar

    22250-145 Rio de Janeiro, RJ, Brazil

	Attention:	Head of Treasury and Corporate Finance
	Tel:	55 21 3485-3018   
	 
	with a copy to:
	 	 
	Attention:	 General Counsel
	Tel:	55 21 3485-6566


 


		1.5.3	The Trustee may rely upon and comply with instructions or directions sent via unsecured facsimile or email transmission and the Trustee
shall not be liable for any loss, liability or expense of any kind incurred by any Person due to the Trustee’s reliance upon and
compliance with instructions or directions given by unsecured facsimile or email transmission, provided, however, that such losses have
not arisen from the gross negligence or willful misconduct of the Trustee, it being understood that the failure of the Trustee to verify
or confirm that the person providing the instructions or directions, is, in fact, an authorized person does not constitute negligence
or willful misconduct.



 






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		1.5.4	The Trustee shall have the right to accept and act upon instructions of the Company, including funds transfer instructions (“Instructions”)
given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the
Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)
and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever
a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and
the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed
controlling. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and
that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization
codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions
conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the
use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks
associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting
Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection
with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and
circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.









 


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


 


In case by reason of the suspension or irregularities 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.


 






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		1.8	Effect of Headings and Table of Contents



 


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








 


		1.9	Successors and Assigns



 


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


 


		1.10	Separability Clause



 


In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.


 


		1.11	Benefits of Indenture



 


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


 


		1.12	Governing Law/Waiver of Jury Trial



 


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


 


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


 


		1.13	Legal Holidays



 


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


 


		1.14	Consent to Service; Jurisdiction



 


The Company and the Trustee agree that any legal suit, action
or proceeding arising out of or relating to this Indenture, and the Company agrees that any legal suit, action or proceeding arising out
of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in
respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to
the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction
or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of
place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The
Company further submits to the jurisdiction of the courts of its own corporate domicile in any legal suit, action or proceeding arising
out of or relating to this Indenture or the Securities. The Company hereby designates and appoints Cogency Global Inc., located at 122
East 42nd Street, 18th Floor, New York, New York, 10168, as its authorized agent upon which process may be served in any legal suit, action
or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in
the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said
service to the Company, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process
upon the Company in any such suit, action or proceeding and further designate the domicile of Cogency Global Inc. specified above and
any domicile Cogency Global Inc. may have in the future as its domicile to receive service of process. If for any reason Cogency Global
Inc. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company will
promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company agrees to take any and all actions
as may be necessary to maintain such designation and appointment of such agent in full force and effect.


 






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		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.


 


		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.


 






    14


     


    




 



 


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


 


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


 


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


 


VALE S.A.


 


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


 


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


 






    	 	15	 



     


    

 


[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 or electronic 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 S.A.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


		2.3	Form of Reverse of Security



 


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


 






    	 	16	 



     


    

 


[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.]


 


[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.]


 






    	 	17	 



     


    

 


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


 


		(x)	to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges
in respect of such Security by reason of (A) a connection between the Holder and Brazil other than the mere holding of such Security
and the receipt of payments with respect to such Security or (B) failure by the Holder to comply with any certification, identification
or other reporting requirement concerning the nationality, residence, identity or connection with 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
Brazil or such Successor Jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition
to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders
at least 30 days’ notice that Holders will be required to provide such certification, identification or other requirement;



 


		(xi)	in respect of any such taxes, duties, assessments or other governmental charges with respect to a Security surrendered (if surrender
is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly
provided for and notice thereof given to Holders, whichever occurs later, except to the extent that the Holder of such Security would
have been entitled to such Additional Amounts on surrender of such Security for payment on the last day of such 30-day period;



 


		(xii)	in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed
with respect to a Security;



 


		(xiii)	in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on
any series of Securities or by direct payment by the Company in respect of claims made against the Company;



 


		(xiv)	in respect of any taxes, duties, assessments or other governmental charges imposed under Sections 1471 through 1474 of the U.S. Internal
Revenue Code of 1986, as amended as of the issue date (or any amended or successor version that is substantively comparable) and any current
or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the
U.S. Internal Revenue Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the
foregoing or any law, regulation or practice adopted pursuant to any such intergovernmental agreement; or; or



 


		(xv)	in respect of any combination of the above.



 


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


 


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


 






    	 	18	 



     


    

 


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


 


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


 


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


 


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


 


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


 






    	 	19	 



     


    

 


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


 


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


 


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


 


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 or her 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.


 






    	 	20	 



     


    





 


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


 


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


 


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


 


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


 


Abbreviations


 


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


 


TEN COM - as tenants in common

TEN ENT - as tenants by the [     ] entireties

JT TEN - as joint tenants with right of

survivorship and not as tenants in common

UNIF GIFT MIN ACT _________________ (Cust)

Custodian _____________ under Uniform (Minor)

Gifts to Minors Act __________ (State)


 


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


 


		2.4	Form of Trustee’s Certificate of Authentication



 


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


 


Dated: [          ]


 


The Bank of New York Mellon,

as Trustee


 


	By:	 	 
	 	Authorized Officer	 




 


		3.	The Securities



 


		3.1	Amount Unlimited; Issuable in Series



 


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


 


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


 






    	 	21	 



     


    

 


		3.1.1	the title of the Securities, including CUSIP Numbers, of the series (which shall distinguish the Securities of the series from Securities
of any other series);



 


		3.1.2	any limit upon the aggregate principal amount of the Securities which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 9.6 or 11.5 and except for any Securities which, pursuant to Section 3.3, are deemed never
to have been authenticated and delivered hereunder);



 


		3.1.3	the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;



 


		3.1.4	the date or dates on which the principal of the Securities of the series is payable;



 


		3.1.5	the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on
any Interest Payment Date;



 


		3.1.6	the place or places where the principal of and any premium and interest on Securities of the series shall be payable and the manner
in which any payment may be made;



 


		3.1.7	the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company;



 


		3.1.8	the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions
upon which Securities the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;



 


		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;



 






    	 	22	 



     


    

 


		3.1.14	if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;



 


		3.1.15	any collateral or other security pledged against payment of principal, interest or premium, if any, on the Securities;



 


		3.1.16	the applicability, non-applicability, or variation, of Section 10.7 with respect to the Securities of such series;



 


		3.1.17	if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those
set forth in Section 3.4 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered
in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be
registered;



 


		3.1.18	the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable for any other securities;



 


		3.1.19	any addition to or change in the covenants set forth in Article 10 which applies to the Securities of the series;



 


		3.1.20	the applicability of Article 12 with respect to the Securities of such series; and



 


		3.1.21	any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1.5).



 


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


 


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


 


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


 


		3.2	Denominations



 


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


 






    	 	23	 



     


    

 


		3.3	Execution, Authentication, Delivery and Dating



 


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


 


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


 


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


 


		3.3.1	if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such
form has been established in conformity with the provisions of this Indenture;



 


		3.3.2	if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such
terms have been established in conformity with the provisions of this Indenture; and



 


		3.3.3	that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.



 


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


 


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


 


Each Security shall be dated the date of its authentication.


 


No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual or electronic 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.


 






    	 	24	 



     


    

 


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


 


		3.4	Registration, Registration of Transfer and Exchange



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	25	 



     


    

 


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


 


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


 


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


 


		3.4.1	Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security
for all purposes of this Indenture.



 


		3.4.2	Notwithstanding any other provision in this Indenture or the Securities, no Global Security of a series may be exchanged in whole
or in part for Securities registered, and no transfer of a Global Security of a series in whole or in part may be registered, in the name
of any Person other than the Depositary or a nominee thereof unless (A) the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for
the Securities of such series ceases to be a clearing agency registered under the Exchange Act, at a time when such Depositary is required
to be so registered in order to act as depositary, and in each case, a successor Depositary for the Securities of such series is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility or (B) the Company in
its sole discretion determines that individual Securities of any series issued in the form of one or more Global Securities shall no longer
be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities of such series, will authenticate and deliver, individual Securities
of such series in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing Securities
of such series in exchange for such Global Security or Securities. Any Global Security exchanged pursuant to clause (A) above shall
be so exchanged in whole and not in part and any Global Security exchanged pursuant to clause (B) above may be exchanged in whole
or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof
shall be a Global Security, provided that any such Security so issued that is registered in the name of a Person other than the
Depositary or a nominee thereof shall not be a Global Security.



 






    	 	26	 



     


    

 


		3.4.3	In any exchange pursuant to Section 3.4.2 above, the Company will execute and the Trustee will authenticate and deliver individual
Securities in registered form in authorized denominations. Upon the exchange of a Global Security for individual Securities, such Global
Security shall be canceled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall
be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered. If specified by the Company pursuant to Section 3.4.2(B) with respect to a
series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange
in whole or in part for individual Securities of such series on such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to each Person specified by
such Depositary a new individual Security or Securities of the same series, of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such 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 Section 3.4.2 above, the Company will promptly make available
to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form, without interest coupons.



 


		3.4.5	Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf
Agent Members may act (including Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream
Banking, société anonyme (“Clearstream, Luxembourg”) and account holders and participants therein) shall
have any rights under this Indenture with respect to any Global Security, or under any Global Security, and the Depositary or such nominee,
as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder
of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee
or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose
behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder
of any Security.



 


		3.4.6	None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.



 


		3.5	Mutilated, Destroyed, Lost and Stolen Securities



 


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


 


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


 


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


 






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


 


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


 


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


 


		3.6	Payment of Interest; Interest Rights Preserved



 


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


 


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


 


		3.6.1	The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Section provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Securities of such series at his or her address as it appears in the Security Register, not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following
Section 3.6.2.



 






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		3.6.2	The Company may make payment of any Defaulted Interest on the Securities of any series to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to this Section, such manner of payment shall be deemed practicable
by the Trustee.



 


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


 


		3.7	Persons Deemed Owners



 


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


 


		3.8	Cancellation



 


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


 


		3.9	Computation of Interest



 


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


 


		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 in writing of any change in the CUSIP or ISIN
numbers.


 






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		4.	Satisfaction and Discharge



 


		4.1	Satisfaction and Discharge of Indenture with Respect to Any
Series of Securities



 


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) with respect to any series
of Securities, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to such series, when


 


		4.1.1	either



 


		(i)	all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.5 and (ii) Securities of such series
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 Securities of such series 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 of such series 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 as to such series have been complied with.



 


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


 


		4.2	Application of Trust Money



 


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


 






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		5.	Remedies



 


		5.1	Events of Default



 


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


 


		5.1.1	a failure to pay any interest (or Additional Amounts, if any) on any of the Securities of the series on the date when due and such
failure shall continue for a period of 30 days;



 


		5.1.2	a failure to pay any principal or premium, if any, (or related 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 seven days;



 


		5.1.3	any default or event of default by the Company or any Significant Subsidiary occurring and continuing under any agreement, instrument
or other document evidencing outstanding Indebtedness in excess of $200,000,000 in aggregate (or its equivalent in other currencies) and
such default or event of default results in the actual acceleration of such Indebtedness;



 


		5.1.4	the Company shall fail to perform or observe any other covenant or agreement in respect of the Securities of the series issued under
this Indenture or in a supplemental indenture (other than a covenant which has been expressly included in this Indenture solely for the
benefit of series of Securities other than that series) and such failure shall continue for a period of 90 days after there has been given
by registered or certified international air mail to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default and requiring it
to be remedied and stating that such notice is a “Notice of Default;”



 


		5.1.5	the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any
Significant Subsidiary in an involuntary case or proceeding under any applicable bankruptcy, insolvency, suspension of payments, reorganization
or other similar law, or (B) a decree or order adjudging the Company or any Significant Subsidiary a bankrupt or insolvent, or suspending
payments, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of
the Company or any Significant Subsidiary under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of the
Company or any Significant Subsidiary, or ordering the winding up or liquidation of the affairs of the Company or any Significant Subsidiary,
and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90
consecutive days;



 


		5.1.6	the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the
Company or any Significant Subsidiary to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary
in an involuntary case or proceeding under any applicable bankruptcy, insolvency, suspension of payments, reorganization or other similar
law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any Significant Subsidiary, or the
filing by the Company or any Significant Subsidiary of a petition or answer or consent seeking reorganization or relief under any applicable
law or the consent by the Company or any Significant Subsidiary to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or any Significant Subsidiary
or of any substantial part of the property of the Company or any Significant Subsidiary, or the making by the Company or any Significant
Subsidiary of an assignment for the benefit of creditors, or the admission by the Company or any Significant Subsidiary in writing of
its inability to pay its debts generally as they become due or the taking of corporate action by the Company or any Significant Subsidiary
in furtherance of any such action (evidenced by the adoption of a corporate resolution in favor of any such actions or an action of any
of the officers of the Company or such Significant Subsidiary that similarly binds the Company or such Significant Subsidiary, as the
case may be), or the general inability of the Company or any Significant Subsidiary to make payment of their obligations as they come
due; or



 






    	 	31	 



     


    

 


		5.1.7	any illegality event occurring and continuing under the 8.25% Guaranteed Notes due 2034 of Vale Overseas Limited guaranteed by the
Company (the “Prior Bonds”) outstanding in excess of $200,000,000 in aggregate and such illegality event results in the actual
acceleration of such Prior Bonds.



 


		5.2	Acceleration of Maturity; Rescission and Annulment



 


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


 


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



 






    	 	32	 



     


    





 


		(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 and such default continues for a period of seven days,



 


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.


 






    	 	33	 



     


    

 


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 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 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,



 






    	 	35	 



     


    

 


		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 proceeding with such direction would involve
the Trustee in personal liability against which indemnity would not be satisfactory.



 


		5.13	Waiver of Past Defaults



 


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


 


		5.13.1	in the payment of the principal of or any premium or interest on any Security of such series, or



 


		5.13.2	in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.



 


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


 


		5.14	Undertaking for Costs



 


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


 


		5.15	Waiver of Usury, Stay or Extension Laws



 


The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury,
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


 


		6.	The Trustee



 


		6.1	Certain Duties and Responsibilities



 


If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 






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Except during the continuance of an Event of Default the duties
of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that
are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture
against the Trustee.


 


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. The Trustee shall not be liable for errors in judgment made in good faith unless
the Trustee is negligent in ascertaining pertinent facts. The Trustee may act at the direction of the requisite Holders without liability.
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 the Trustee becomes aware of a default 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 being notified of the occurrence, and in the manner provided by
Section 313(c) of the Trust Indenture Act or any successor section thereto, of any default of which the Trustee is aware. The
Trustee shall also provide a notice to each Holder of any claim of default within 30 days of receiving a written assertion of such claim
from Holders of no less than 10% of the aggregate principal amount of Securities then outstanding. For the purpose of this Section, the
term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.


 


		6.3	Certain Rights of Trustee



 


Subject to the provisions of Section 6.1:


 


		6.3.1	the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document (whether in its original or electronic form) believed by it to be genuine and to have been signed or presented
by the proper party or parties;



 


		6.3.2	any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written request or direction signed
on behalf of the Company by any two of its officers or its attorneys in fact in accordance with its bylaws;



 


		6.3.3	whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers’ Certificate or Opinion of Counsel or both;



 






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		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;



 


		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, at the sole cost of the Company,
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;



 


		6.3.7	the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; provided that the Trustee shall be required to terminate any such agent if it has actual knowledge
of any willful or negligent failure by such agent to perform its delegated duties;



 


		6.3.8	the Trustee shall not be deemed to have notice of any default or Event of Default with respect to Securities of any series unless
written notice of any event which is in fact such a default or Event of Default is received by Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee from the Company or any Holder, and such notice references the Securities and this Indenture;



 


		6.3.9	the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder;



 


		6.3.10	the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed
by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded;



 


		6.3.11	the permissive rights of the Trustee enumerated herein shall not be construed as duties;



 


		6.3.12	in no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action; and



 


		6.3.13	the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of
God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruption, loss or malfunctions
of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority
or governmental actions; it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable
under the circumstances.



 






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		6.4	Not Responsible for Recitals or Issuance of Securities



 


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


 


		6.5	May Hold Securities



 


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


 


		6.6	Money Held in Trust



 


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


 


		6.7	Compensation and Reimbursement



 


		6.7.1	The Company agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the parties for
all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of
a trustee of an express trust).



 


		6.7.2	The Company agrees, except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and
itemized expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including
the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or willful misconduct.



 


		6.7.3	The Company agrees to fully indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and
all losses, liabilities, damages, claims or expenses incurred without negligence or willful misconduct on its part, arising out of or
in connection with the acceptance or administration of the trust or trusts hereunder or enforcement of this Indenture (including this
Section 6.7), 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.


 






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


 


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


 


		6.8	Conflicting Interests



 


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


 


		6.9	Corporate Trustee Required; Eligibility



 


There shall at all times be one (and only one) Trustee hereunder
with respect to the Securities of each series, which may be a Trustee hereunder for Securities of one or more other series. Each Trustee
shall be a Person that (i) is eligible pursuant to the Trust Indenture Act to act as such, (ii) has a combined capital and surplus
of at least $50,000,000, (iii) is subject to supervision or examination by Federal or State authority, (iv) has a long-term
unsecured debt rating with respect to U.S. dollar obligations of at least A2 or its equivalent rating by Moody’s and (v) has
its Corporate Trust Office in the United States. If any such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series
shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


		6.10	Resignation and Removal; Appointment of Successor



 


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


 


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


 


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


 






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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, 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.


 






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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 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).


 






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		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 Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


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


 


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


 


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


 


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


 


	 	 	 
	The Bank of New York Mellon,	 
	as Trustee	 
	 	 
	By:	
  	 
	 	as Authenticating Agent	 
	 	 	 
	By:	
  	 
	 	Authorized Officer	 


 






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		6.15	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 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.



 






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		7.3	Reports by Trustee



 


Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Securities remain outstanding, the Trustee will mail to the Holders of the Securities
a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has
occurred within the 12 months preceding the reporting date, no report need be transmitted). The Trustee shall also comply with TIA Sections
313(b)(1) and 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c).


 


		8.	Consolidation, Merger, Conveyance, Transfer or Lease



 


		8.1	Company May Consolidate, Etc. Only on Certain Terms



 


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


 


(1) the corporation formed by such
consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the
properties and assets of the Company (the “Successor Corporation”) shall expressly assume, by a supplemental indenture pursuant
to this Indenture, the due and punctual repayment of the principal and interest on all the Securities and all other obligations of the
Company, as applicable, under the Indenture and the Securities;


 


(2) immediately after giving effect
to such transaction, no Event of Default with respect to any Security shall have occurred and be continuing;


 


(3) the Company has delivered to the
Trustee (a) a certificate signed by two executive officers of the Company stating that such consolidation, merger, conveyance or
transfer and such supplemental indenture, if any, comply 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 and such supplemental indenture, if any, comply with this Article and that all conditions herein provided,
which relate to such transaction, have been complied with; and


 


(4) the Successor Corporation shall
expressly agree to withhold against any tax, duty, assessment or other governmental charge thereafter imposed or levied by Brazil, a Successor
Jurisdiction or any political subdivision or authority thereof or therein having power to tax as a consequence of such consolidation,
merger, conveyance or transfer with respect to the payment of principal of or interest on the Securities, and to pay such Additional Amounts
as may be necessary to ensure that the net amounts receivable by Holders after any withholding or deduction of any such tax, assessment,
duty or other governmental charge shall equal the respective amounts of principal, premium (if any) and interest which would have been
receivable in respect of the Securities in the absence of such consolidation, merger, conveyance or transfer; provided, however, that
Holders will not be subject to the exceptions and limitations contained in Section 10.7 in relation to the Successor Jurisdiction.


 


		8.2	Successor Substituted



 


Upon any consolidation, merger, conveyance, or transfer in
accordance with this Article, the Successor Corporation shall succeed to, and be substituted for, and may exercise every right and power
of the Company, as applicable, under the Securities with the same effect as if the Successor Corporation had been named as the issuer
of the Securities herein, and, in the case of an asset, transfer or other disposition, the predecessor Company shall be released from
all obligations under this Indenture and the Securities.


 






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		8.3	Right to Redemption



 


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


 


		9.	Supplemental Indentures



 


		9.1	Supplemental Indentures without Consent of Holders



 


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


 


		9.1.1	to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or



 


		9.1.2	to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit
of such series) or to surrender any right or power herein conferred upon the Company; or



 


		9.1.3	to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or



 


		9.1.4	to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in uncertificated form; or



 


		9.1.5	to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of
any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or



 


		9.1.6	to secure the Securities pursuant to the requirements of Article 10 or otherwise; or



 


		9.1.7	to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or



 


		9.1.8	to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or



 


		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



 


		9.1.10	to make any change to conform the provisions contained herein, in any supplemental indenture or in the Securities of any series, to
the description of the notes contained in the related prospectus, prospectus supplement or similar document with respect to the offering
of the Securities of such series; or



 






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		9.1.11	to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant
to this Section 9.1.9 shall not adversely affect the interests of the Holders of Securities of any series in any material respect.



 


		9.2	Supplemental Indentures or Waiver with Consent of Holders



 


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


 


		9.2.1	change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal
of any Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2,
or modify in any way the Company’s obligation to pay Additional Amounts pursuant to Section 10.7 or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, or repurchase on
or after the Redemption Date or Repurchase Date), or



 


		9.2.2	change the terms of payment from, or control over, or release or reduce any collateral or security interest that may be created or
provided pursuant to Section 10.6 or any supplemental indenture to secure the payment of principal, interest or premium, if any,
under any Security, except as allowed under the terms of any such supplemental indenture, or



 


		9.2.3	reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or



 


		9.2.4	modify any of the provisions of this Section, Section 5.13 or Section 10.9, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect
to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.9, or the deletion
of this proviso, in accordance with the requirements of Section 6.11.



 


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


 






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


 


		9.3	Execution of Supplemental Indentures



 


In executing, or accepting the additional trusts created by,
any supplemental indenture or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, in addition to the
documents required by Section 1.2, an Opinion of Counsel stating that the execution of such supplemental indenture or waiver is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture or waiver which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


		9.4	Effect of Supplemental Indentures



 


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


 


		9.5	Conformity with Trust Indenture Act



 


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


 


		9.6	Reference in Securities to Supplemental Indentures



 


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


 


		9.7	Effect of Waiver



 


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


 


		10.	Covenants



 


		10.1	Payment of Principal, Premium and Interest



 


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


 






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		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.


 


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.


 






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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 for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once,
in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of
New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


		10.4	Statement by Officers as to Default



 


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


 


		10.5	Reports by Company



 


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


 


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


 


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


 






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		10.6	Limitation on Liens



 


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


 


		10.7	Payment of Additional Amounts



 


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



 


		(i)	to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges
in respect of such Security by reason of (A) a connection between the Holder and Brazil or such Successor Jurisdiction other than
the mere holding of such Security and the receipt of payments with respect to such Security or (B) failure by the Holder to comply
with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with
Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder,
if compliance is required by Brazil or such Successor Jurisdiction, or any political subdivision or authority thereof or therein having
power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the
Company has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification
or other requirement;



 


		(ii)	in respect of any such taxes, duties, assessments or other governmental charges with respect to a Security surrendered (if surrender
is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly
provided for and notice thereof given to Holders, whichever occurs later, except to the extent that the Holder of such Security would
have been entitled to such Additional Amounts on surrender of such Security for payment on the last day of such 30-day period;



 


		(iii)	in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed
with respect to a Security;



 


		(iv)	in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on
any series of Securities or by direct payment by the Company in respect of claims made against the Company;



 


		(v)	in respect of any taxes, duties, assessments or other governmental charges imposed under Sections 1471 through 1474 of the U.S. Internal
Revenue Code of 1986, as amended as of the issue date (or any amended or successor version that is substantively comparable) and any current
or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the
U.S. Internal Revenue Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the
foregoing or any law, regulation or practice adopted pursuant to any such intergovernmental agreement; or



 






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		(vi)	in respect of any combination of the above.



 


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


 


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


 


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


 


		10.7.2	The Company shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by Brazil,
any Successor Jurisdiction 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.



 


		10.7.3	The Company shall provide each Paying Agent and any withholding agent under relevant tax regulations with copies of each certificate
received by the Company from a Holder of a Security pursuant to the text of such Security. Each such Paying Agent and withholding agent
shall retain each such certificate received by it for as long as any Security is outstanding and in no event for less than four years
after its receipt, and for such additional period thereafter, as set forth in an Officers’ Certificate, as such certificate may
become material in the administration of applicable tax laws.



 






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



 


		10.7.5	All references in this Indenture and the Securities to principal, premium or interest in respect of any Security shall be deemed to
mean and include all Additional Amounts, if any, payable in respect of such principal, premium or interest, unless the context otherwise
requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference
to Additional Amounts in those provisions hereof where such express mention is not made. All references in this Indenture and the Securities
to principal in respect of any Security shall be deemed to mean and include any Redemption Price or Repurchase Price payable in respect
of such Security pursuant to any redemption or repurchase right hereunder (and all such references to the Stated Maturity of the principal
in respect of any Security shall be deemed to mean and include the Redemption Date or Repurchase Date with respect to any such Redemption
Price or Repurchase Price), and all such references to principal, premium, interest or Additional Amounts shall be deemed to mean and
include any amount payable in respect hereof pursuant to this Section 10.7, and express mention of the payment of any Redemption
Price or Repurchase Price, or any such other amount in any provision hereof shall not be construed as excluding reference to the payment
of any Redemption Price or Repurchase Price, or any such other amounts in those provisions hereof where such express reference is not
made.



 


		10.8	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 Officers’ Certificate of the Company stating
the aggregate principal amount of Securities held or beneficially owned, at the date of such certificate by or on behalf of the Company
or any of its Subsidiaries.


 


		10.9	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 Officers’ Certificate confirming the aggregate
principal amount of Securities issued and/or Outstanding under this Indenture.


 


		10.10	Status of Securities



 


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


 






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		10.11	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.


 


		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 (unless a shorter notice period
shall be satisfactory to the Trustee), 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.



 


		11.2	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
or her address appearing in the Security Register.


 


All notices of redemption shall state:


 


		11.2.1	the Redemption Date,



 


		11.2.2	the Redemption Price and amount of accrued interest, if any,



 


		11.2.3	that on the Redemption Date the Redemption Price and any accrued interest shall become due and payable upon each Security to be redeemed
and that interest thereon shall cease to accrue on and after said date,



 


		11.2.4	the conversion rate (if applicable), the date on which the right to convert the Securities to be redeemed shall terminate and the
place or places where such Securities may be surrendered for conversion,



 


		11.2.5	the place or places where such Securities are to be surrendered for payment of the Redemption Price and any accrued interest, and



 


		11.2.6	applicable CUSIP or ISIN Numbers.



 


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


 


		11.3	Deposit of Redemption Price



 


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.


 






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		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 or her attorney
duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so
surrendered.


 


If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected less than 61 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption, by lot or on a pro rata basis, all in accordance with
the applicable procedures of the Depositary, 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.


 






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		11.6	Optional Redemption Due to Changes in Tax Treatment



 


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



 


		11.6.2	Before any notice of redemption pursuant to Section 11.6.1 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.



 


		12.	Defeasance and Covenant Defeasance



 


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



 


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


 


		12.2	Defeasance and Discharge.



 


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


 






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		12.3	Covenant Defeasance.



 


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


 


		12.4	Conditions to Defeasance or Covenant Defeasance.



 


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


 


		12.4.1	The Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities,
(i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount,
or (iii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
to pay and discharge, the principal of and any premium, interest and Additional Amounts on such Securities on the respective Stated Maturities,
in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any
security which is (A) a direct obligation of the United States of America for the payment of which the full faith and credit of the
United States of America is pledged or (B) an obligation of a Person controlled or supervised by and acting as any agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (A) or (B), is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and
held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principle or interest evidenced by such depositary receipt.



 






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		12.4.2	In the event of any election to have Section 12.2 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date of this instrument, there has been a change in the applicable
U.S. Federal income tax law, in either case (i) or (ii) to the effect that, and based thereon such opinion shall confirm that,
the Holders of such Securities will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance
and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.



 


		12.4.3	In the event of an election to have Section 12.3 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to the effected with respect to such Security
and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur.



 


		12.4.4	No event which is, or after notice or lapse of time both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections
5.1.5 and 5.1.6, at any time on or prior to the day which is 90 days after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such day which is 90 days after the date of such deposit).



 


		12.4.5	Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such Act).



 


		12.4.6	Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.



 


		12.4.7	Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.



 


		12.4.8	The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.



 


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



 


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


 






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


 


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


 


		12.6	Reinstatement.



 


If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article with respect to any Securities by reason of any order of judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which
the Company has been discharged or released pursuant to Section 12.2 or 12.3 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of
its obligations, the Company shall be 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 and the Securities 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. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the
U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law,
e.g., DocuSign, Adobe Sign, or any other similar platform) or other transmission method and any counterpart so delivered shall be deemed
to have been duly and validly delivered and be valid and effective for all purposes.


 






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


 


	 	VALE S.A.

 as Issuer
	 	 	 
	 	By:	/s/ Luciano Siani Pires  
	 	Name:	Luciano Siani Pires
	 	Title:	Chief Financial Officer 
	 	 	 
	 	By:	/s/ Carlos Henrique Senna Medeiros  
	 	Name:	Carlos Henrique Senna Medeiros
	 	Title:	Executive Officer 
	 	 
	 	The Bank of New York Mellon, 

as Trustee
	 	 	 
	 	By:	/s/ Teresa H. Wyszomierski
	 	Name:	Teresa H. Wyszomierski
	 	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:


 


	 	 
	
    TRUST INDENTURE ACT SECTION

 

	
    INDENTURE SECTION

 


	§310(a)(1)	6.9
	(a)(2)	6.9
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	6.9
	(b)	6.8
	 	6.10
	 	 
	§311(a)	6.13
	(b)	6.13
	 	 
	§312(a)	7.1
	 	7.2
	(b)	7.2
	(c)	7.2
	 	 
	§313(a)	7.3
	(b)	7.3
	(c)(1)	7.3
	(c)(2)	7.3
	(c)(3)	7.3
	(d)	7.3
	 	 
	§314(a)	10.5
	(b)	10.5
	(c)	10.5
	(d)	10.5
	 	 
	§315(a)	6.1
	(b)	6.2
	(c)	6.1
	(d)	6.1
	(e)	5.14
	 	 
	§316(a)(1)(A)	5.12
	(a)(1)(B)	5.13
	(a)(2)	Not Applicable
	(b)	5.8
	(c)	1.4
	 	 
	§317(a)(1)	5.3
	(a)(2)	5.4
	(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.


 






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