Exhibit 4.2


 


Dated
as of August 4, 2021


 


VALE OVERSEAS LIMITED,


as Company


 


and


 


VALE S.A.,


as Guarantor


 


and


 


 


THE BANK OF NEW YORK MELLON,


as Trustee


 


AMENDED AND RESTATED INDENTURE


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


		1	Definitions and Other Provisions of General Application	1






		1.1	Definitions	1






		1.2	Compliance Certificates and Opinions	9






		1.3	Form of Documents Delivered to Trustee	9






		1.4	Acts of Holders; Record Dates	10






		1.5	Notices, Etc., to Trustee, Company and Guarantor	11






		1.6	Notice to Holders; Waiver	12






		1.7	Conflict with Trust Indenture Act	13






		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	14






		1.14	Consent to Service; Jurisdiction	14






		1.15	Language of Notices, Etc.	14






		2	Security Forms	15






		2.1	Forms Generally	15






		2.2	Form of Face of Security	15






		2.3	Form of Reverse of Security	17






		2.4	Form of Trustee’s Certificate of Authentication	22






		3	The Securities	22






		3.1	Amount Unlimited; Issuable in Series	22






		3.2	Denominations	24






		3.3	Execution, Authentication, Delivery and Dating	24






		3.4	Registration, Registration of Transfer and Exchange	26






		3.5	Mutilated, Destroyed, Lost and Stolen Securities	28






		3.6	Payment of Interest; Interest Rights Preserved	29






		3.7	Persons Deemed Owners	30






		3.8	Cancellation	30






		3.9	Computation of Interest	30






		3.10	CUSIP or “ISIN” Numbers	30






		4	Satisfaction And Discharge	31






		4.1	Satisfaction and Discharge of Indenture with Respect to Any Series of Securities	31






		4.2	Application of Trust Money	32






		5	Remedies	32






		5.1	Events of Default	32






		5.2	Acceleration of Maturity; Rescission and Annulment	33






		5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	34






		5.4	Trustee May File Proofs of Claim	35






		5.5	Trustee May Enforce Claims Without Possession of Securities	35






		5.6	Application of Money Collected	35






		5.7	Limitation on Suits	35






		5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	36






		5.9	Restoration of Rights and Remedies	36






		5.10	Rights and Remedies Cumulative	36






		5.11	Delay or Omission Not Waiver	37






		5.12	Control by Holders	37






		5.13	Waiver of Past Defaults	37






		5.14	Undertaking for Costs	37






		5.15	Waiver of Usury, Stay or Extension Laws	38



 






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		6	The Trustee	38






		6.1	Certain Duties and Responsibilities	38






		6.2	Notice of Default; Potential Default	38






		6.3	Certain Rights of Trustee	39






		6.4	Not Responsible for Recitals or Issuance of Securities	40






		6.5	May Hold Securities	40






		6.6	Money Held in Trust	40






		6.7	Compensation and Reimbursement	40






		6.8	Conflicting Interests	41






		6.9	Corporate Trustee Required; Eligibility	41






		6.10	Resignation and Removal; Appointment of Successor	42






		6.11	Acceptance of Appointment by Successor	43






		6.12	Merger, Conversion, Consolidation or Succession to Business	44






		6.13	Preferential Collection of Claims Against Company	44






		6.14	Appointment of Authenticating Agent	44






		6.15	Trustee’s Application for Instructions from the Company	45






		7	Holders’ Lists and Reports by Trustee and Company	45






		7.1	Company to Furnish Trustee Names and Addresses of Holders	45






		7.2	Preservation of Information; Communications to Holders	46






		7.3	Reports by Trustee	46






		8	Consolidation, Merger, Conveyance, Transfer or Lease	47






		8.1	Company and Guarantor May Consolidate, Etc. Only on Certain Terms	47






		8.2	Successor Substituted	47






		8.3	Right to Redemption	47






		8.4	Substitution of the Company	48






		9	Supplemental Indentures	48






		9.1	Supplemental Indentures without Consent of Holders	48






		9.2	Supplemental Indentures or Waiver with Consent of Holders	49






		9.3	Execution of Supplemental Indentures	50






		9.4	Effect of Supplemental Indentures	50






		9.5	Conformity with Trust Indenture Act	51






		9.6	Reference in Securities to Supplemental Indentures	51






		9.7	Effect of Waiver	51






		10	Covenants	51






		10.1	Payment of Principal, Premium and Interest	51






		10.2	Maintenance of Office or Agency	51






		10.3	Money for Security Payments To Be Held in Trust	52






		10.4	Statement by Directors as to Default	53






		10.5	Reports by Company and Guarantor	53






		10.6	Limitation on Liens	53






		10.7	Payment of Additional Amounts	53






		10.8	Securities held by the Company	56






		10.9	Securities Issued or Outstanding	56






		10.10	Status of Guaranty and Securities	56






		10.11	Maintenance of Good Standing	56






		11	Redemption of Securities	56






		11.1	Right of Redemption	56






		11.2	Notice of Redemption	57






		11.3	Deposit of Redemption Price	57






		11.4	Securities Payable on Redemption Date	57






		11.5	Securities Redeemed in Part	58






		11.6	Optional Redemption Due to Changes in Tax Treatment	58






		12	Guaranty	59






		12.1	The Guaranty	59






		12.2	Guaranty Unconditional	59






		12.3	Discharge; Reinstatement	60






		12.4	Waiver by the Guarantor	60



 






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		12.5	Subrogation and Contribution	60






		12.6	Stay of Acceleration	60






		12.7	Execution and Delivery of Guaranty	60






		13	Defeasance and Covenant Defeasance	61






		13.1	Company’s Option to Effect Defeasance or Covenant Defeasance	61






		13.2	Defeasance and Discharge	61






		13.3	Covenant Defeasance	61






		13.4	Conditions to Defeasance or Covenant Defeasance.	62






		13.5	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	63






		13.6	Reinstatement.	63






		13.7	Data Protection	63



 


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


 






    iii


     


    

 


Amended
and Restated Indenture, dated as of August 4, 2021, (the “Indenture”) among VALE OVERSEAS LIMITED,
a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered
office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands, VALE
S.A., a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Guarantor”),
having its principal office at Praia de Botafogo 186, offices 701, 1101, 1601, 1701, 1801 and 1901, Botafogo, 22250-145 Rio
de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the
State of New York, having its principal corporate trust office at 240 Greenwich Street, New York, New York 10286, as Trustee (herein called
the “Trustee”) supplementing, amending and restating, in its entirety, the Amended and Restated Indenture, dated as of September 29,
2015, among the Company, the Guarantor and the Trustee (the “Original Indenture”).


 


W I T N E S S E T H:


 


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


 


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


 


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


 


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


 


Now, Therefore, This Indenture Witnesseth:


 


It is hereby covenanted and agreed that the terms
and conditions upon which the Securities are issued, authenticated, delivered and accepted by all Persons (as defined below) who shall
from time to time be or become the Holders thereof, and the terms and conditions upon which any property herein mortgaged and pledged
is to be held and disposed of, which said terms and conditions the 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 the Guarantor, as applicable, or any committee of that board duly authorized to act for it in respect
hereof.


 


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


 


“Brazil” means the Federative Republic
of Brazil.


 


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


 


“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.


 






    2


     


    

 


“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.


 


“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 Guarantor that are responsible for day to day operations and the implementation of the general policies and guidelines
set forth by the Board of Directors.


 


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


 


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


 


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


 


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


 






    3


     


    

 


“Guaranty” means the guaranty of the
Securities by the Guarantor pursuant to this Indenture.


 


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


 


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


 


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


 


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


 


“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 the Cayman Islands, Brazil or any other jurisdiction.


 


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


 


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


 


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


 






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


 


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


 


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


 


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



 


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



 


		(iii)	Securities which have been paid pursuant to Section 3.5 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of
the Company;



 


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


 


“Paying Agent” means any Person (i) having
a combined capital and surplus of not less than $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.


 






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“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 Guarantor 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;


 


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


 


(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 Guarantor, any Subsidiary of the Guarantor or any consortium or other venture in which the Guarantor 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 Guarantor, any Subsidiary of the Guarantor or any consortium or other venture in which the Guarantor 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 Guarantor 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;


 






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(ix) existing on any asset prior to the acquisition
thereof by the Guarantor, 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 Guarantor’s consolidated total assets (calculated on
the basis of the Guarantor’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.


 


“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 Guarantor
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.


 






    7


     


    

 


“Restricted
Property” with respect to any series of Securities issued hereunder, means (a) the interest of the Guarantor 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 Guarantor 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 third recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. All references
herein to the Securities shall be deemed to include the Guaranty of the Securities, which is an integral part thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trustee” means the Person named as
the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one Person, “Trustee” as used with respect to the Securities of any series
shall mean the Trustee with respect to Securities of that series. Each Trustee shall be a Person that (i) is eligible pursuant to
the Trust Indenture Act to act as such, (ii) has a combined capital and surplus of at least $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.


 






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


 


		1.2	Compliance Certificates and Opinions



 


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


 


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


 


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



 


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



 


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


 






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


 


		1.4	Acts of Holders; Record Dates



 


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



 


		1.4.2	The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him 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.



 


		1.4.3	The ownership of Securities shall be proved by the Security Register.



 


		1.4.4	Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or the Guarantor in reliance
thereon, whether or not notation of such action is made upon such Security.



 


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



 






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		1.4.6	The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2,
(iii) any request to institute proceedings referred to in Section 5.7.2 or (iv) any direction referred to in Section 5.12,
in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action (whereupon the record date previously set shall automatically and without any action by any Person be canceled and of no effect),
nor shall anything in this paragraph be construed to render ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.6.



 


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



 


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


 


		1.5	Notices, Etc., to Trustee, Company and Guarantor



 


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


 


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



 


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



 






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    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.



 


		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.


 






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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.


 


		1.8	Effect of Headings and Table of Contents



 


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


 


		1.9	Successors and Assigns



 


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


 


		1.10	Separability Clause



 


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


 


		1.11	Benefits of Indenture



 


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


 


		1.12	Governing Law/Waiver of Jury Trial



 


THIS INDENTURE, THE SECURITIES AND THE GUARANTY 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.


 






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


 


		1.15	Language of Notices, Etc.



 


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


 






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		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.


 


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.


 






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VALE OVERSEAS LIMITED


[                                                         ]


GUARANTEED BY VALE S.A.


 


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




 


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


 


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


 


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


 


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


 


Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual 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.


 






    16


     


    

 


	Dated: [                     ]	 
	 	 
	VALE OVERSEAS LIMITED	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	By:	 	 
	Name:	 
	Title:	 




 


The undersigned hereby irrevocably and unconditionally guarantees
the full and punctual payment (whether at the Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration
or otherwise) of the principal, premium, interest, Additional Amounts and all other amounts that may come due and payable under this Security.


 


In
Witness Whereof, the Guarantor has caused this instrument to be duly endorsed.


 


	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, as of (herein called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), among the Company, Vale S.A., as Guarantor (herein called the “Guarantor”) 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 Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. The full and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under,
this Security is guaranteed by the Guarantor. This Security is one of the series designated on the face hereof [if applicable, insert
 — , limited in aggregate principal amount to $[         ]].


 


[If applicable, insert — The Securities of
this series are subject to redemption upon not less than [          ] days’ nor more than [          ] days’ notice, at any time [if applicable,
insert — on or after [          ], 20[          ]], as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before [          ], [          ]%, and if redeemed]
during the 12-month period beginning [          ] of the years indicated,


 


	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 




 






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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.]


 


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


 


		(i)	to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges
in respect of such Security by reason of (A) a connection between the Holder and the Cayman Islands, 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 the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having
power to tax, of such Holder, if compliance is required by the Cayman Islands, 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;



 






    18


     


    

 


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



 


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



 


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



 


		(v)	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



 


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



 


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


 


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


 






    19


     


    

 


The Company or the Guarantor, as the case may be, shall
pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands, Brazil or
the 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 or the Guaranties.


 


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


 


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


 


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 the Cayman Islands, 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, 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.


 






    20


     


    

 


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.


 






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No service charge shall be made for any such registration
of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


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


 


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


 


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


 


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


 


Abbreviations


 


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


 


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.


 






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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		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;



 






    23


     


    

 


		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 13 with respect to the Securities of such series; and



 


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



 


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


 


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


 


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


 


		3.2	Denominations



 


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


 


		3.3	Execution, Authentication, Delivery and Dating



 


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


 






    24


     


    

 


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


 


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


 


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



 


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



 


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



 


		3.3.4	that the Guaranty, when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Trustee
and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights
and the general equity principles.



 


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


 


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


 






    25


     


    

 


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.


 


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 Guarantor shall endorse,
and the Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Securities of the same series
of any authorized denomination or denominations of like tenor and aggregate principal amount.


 


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


 


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


 






    26


     


    

 


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


 


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


 


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


 


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


 


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


 


The provisions of 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 Guarantor will endorse, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of individual Securities of such series, will authenticate and deliver,
individual Securities of such series in an aggregate principal amount equal to the principal amount of the Global Security or Securities
representing Securities of such series in exchange for such Global Security or Securities. Any Global Security exchanged pursuant to clause
(A) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to clause (B) above may
be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security
or any portion thereof shall be a Global Security, provided that any such Security so issued that is registered in the name of
a Person other than the Depositary or a nominee thereof shall not be a Global Security.



 






    27


     


    

 


		3.4.3	In any exchange pursuant to Section 3.4.2 above, the Company will execute and the Guarantor will endorse and the Trustee will
authenticate and deliver individual Securities in registered form in authorized denominations. Upon the exchange of a Global Security
for individual Securities, such Global Security shall be canceled by the Trustee. Individual Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Persons in whose names such Securities are so registered.



 


If specified by the Company pursuant to Section 3.4.2(B) with
respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of Securities
in exchange in whole or in part for individual Securities of such series on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Guarantor shall endorse, and the Trustee shall authenticate and deliver, without service
charge, (i) to each Person specified by such Depositary a new individual Security or Securities 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 Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.



 


		3.5	Mutilated, Destroyed, Lost and Stolen Securities



 


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


 






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


 


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


 


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


 


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


 


		3.8	Cancellation



 


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


 


		3.9	Computation of Interest



 


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


 


		3.10	CUSIP or “ISIN” Numbers



 


The Company in issuing the Securities may use “CUSIP”
or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify the Trustee 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 and the Guarantor to the Trustee under Section 6.7, the obligations of the Company
and the Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to clause (ii) of Section 4.1.1 of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph
of Section 10.3 shall survive such satisfaction and discharge.


 






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		4.2	Application of Trust Money



 


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


 


		5	Remedies



 


		5.1	Events of Default



 


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


 


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



 


		5.1.2	a failure to pay any principal or premium, if any, (or 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 the Guarantor 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 or the Guarantor shall fail to perform or observe any other covenant or agreement in respect of the Securities of the
series issued under this Indenture or in a supplemental indenture (other than a covenant which has been expressly included in this Indenture
solely for the benefit of series of Securities other than that series) and such failure shall continue for a period of 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, the Guarantor
or any Significant Subsidiary in an involuntary case or proceeding under any applicable bankruptcy, insolvency, suspension of payments,
reorganization or other similar law, or (B) a decree or order adjudging the Company, the Guarantor or any Significant Subsidiary
a bankrupt or insolvent, or suspending payments, or approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company, the Guarantor or any Significant Subsidiary under any applicable law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, the Guarantor or any Significant
Subsidiary or of any substantial part of the property of the Company, the Guarantor or any Significant Subsidiary, or ordering the winding
up or liquidation of the affairs of the Company, the Guarantor or any Significant Subsidiary, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;



 






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



 


		5.1.7	any illegality event occurring and continuing under the Company’s 8.25% Guaranteed Notes due 2034 (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; or



 


		5.1.8	a final judgment or judgments (not subject to appeal) determines the Guaranty to be unenforceable or invalid, or the Guaranty ceases
for any reason to be valid and binding or enforceable against the Guarantor, or the Guarantor or any person acting on its behalf denies
or disaffirms its obligations under the Guaranty.



 


		5.2	Acceleration of Maturity; Rescission and Annulment



 


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


 


At any time after such a declaration of acceleration with
respect to Securities of any series at the time Outstanding has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if


 






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



 


		(i)	all overdue interest and any Additional Amounts thereon on all of the Securities of that series,



 


		(ii)	the principal of any Securities of that series which have become due otherwise than by such declaration of acceleration,



 


		(iii)	to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by (or prescribed therefor
in) the Securities of that series, and



 


		(iv)	all sums paid or advanced by the Trustee hereunder and all amounts owing the Trustee under Section 6.7;



 


and


 


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



 


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


 


		5.3	Collection of Indebtedness and Suits for Enforcement by Trustee



 


The Company covenants that if


 


		5.3.1	default is made in the payment of any interest (including any Additional Amounts) on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or



 


		5.3.2	default is made in the payment of the principal (including any Redemption Price or Repurchase Price) of (or premium, if any, on) any
Security at the Maturity thereof 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.


 






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		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.


 


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;



 






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		5.7.2	the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;



 


		5.7.3	such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;



 


		5.7.4	the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and



 


		5.7.5	no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;



 


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


 


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



 


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


 


		5.9	Restoration of Rights and Remedies



 


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


 


		5.10	Rights and Remedies Cumulative



 


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


 






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		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,



 


		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, the Guarantor, or the Trustee or in any suit to require the Company to
repurchase any Security in accordance with its terms.


 






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		5.15	Waiver of Usury, Stay or Extension Laws



 


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


 


		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.


 


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. If on the Business Day prior to an Interest Payment Date the Company has not deposited with
the Trustee funds sufficient to pay the interest due on the next Interest Payment Date, then the Trustee shall provide written notice
to the Guarantor of such failure.


 






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		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 Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Any request or direction of the Guarantor
mentioned herein shall be sufficiently evidenced by a written request or direction signed on behalf of the Guarantor by any two of its
officers or its attorneys in fact in accordance with its bylaws;



 


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



 


		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, the Guarantor or any Holder, and such notice references the Securities and this
Indenture;



 


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



 






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



 


		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.



 


		6.4	Not Responsible for Recitals or Issuance of Securities



 


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


 


		6.5	May Hold Securities



 


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


 


		6.6	Money Held in Trust



 


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


 


		6.7	Compensation and Reimbursement



 


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



 


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



 






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		6.7.3	The Company and the Guarantor, jointly and severally, 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.


 


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


 


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


 


		6.8	Conflicting Interests



 


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


 


		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.


 






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		6.10	Resignation and Removal; Appointment of Successor



 


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


 


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


 


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


 


If at any time:


 


		6.10.1	the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months, or



 


		6.10.2	the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company
or by any such Holder, or



 


		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.


 






    	 	42	 



     


    

 


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


 


		6.11	Acceptance of Appointment by Successor



 


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


 


In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee
shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall 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.


 






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		6.12	Merger, Conversion, Consolidation or Succession to Business



 


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


 


		6.13	Preferential Collection of Claims Against Company



 


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


 


		6.14	Appointment of Authenticating Agent



 


The Trustee may appoint an Authenticating Agent or Agents
which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration
of transfer, or partial redemption or pursuant to Section 3.5, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company
and shall at all times be a corporation organized and doing business under the laws of the United States, any State thereof or the District
of Columbia, authorized under such laws to act as Authenticating Agent, have a combined capital and surplus of at least $100,000,000,
be subject to supervision or examination by Federal or State authority and have a long-term unsecured debt rating with respect to U.S.
dollar obligations of at least A2 or its equivalent rating by Moody’s. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this 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.


 






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


  


The Company and the Guarantor agree to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section.


 


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


 


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


 


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



 


		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.






 






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		7.2	Preservation of Information; Communications to Holders



 


		7.2.1	The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee
in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of
a new list so furnished.



 


		7.2.2	The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.



 


		7.2.3	Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.



 


		7.3	Reports by Trustee



 


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).


 






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		8	Consolidation,
Merger, Conveyance, Transfer or Lease



 


		8.1	Company and Guarantor May Consolidate, Etc. Only on Certain Terms



 


Neither the Company nor the Guarantor shall, without the
consent of the Holders of a majority in aggregate principal amount of the Securities in accordance with this Indenture, consolidate with
or merge into any other corporation or 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 or Guarantor is merged or the Person which acquires by conveyance or
transfer all or substantially all of the properties and assets of the Company or the Guarantor (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 or the Guarantor, 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 and the Guarantor
have delivered to the Trustee (a) a certificate signed by two executive officers of the Company and two executive officers of the
Guarantor stating that such consolidation, merger, conveyance or transfer 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,
the Cayman Islands, a Successor Jurisdiction or any political subdivision or authority thereof or therein having power to tax as a consequence
of such consolidation, merger, conveyance or transfer with respect to the payment of principal of or interest on the Securities, and to
pay such Additional Amounts as may be necessary to ensure that the net amounts receivable by Holders after any withholding or deduction
of any such tax, assessment, duty or other governmental charge shall equal the respective amounts of principal, premium (if any) and interest
which would have been receivable in respect of the Securities in the absence of such consolidation, merger, conveyance or transfer; provided,
however, that Holders will not be subject to the exceptions and limitations contained in Section 10.7 in relation to the Successor
Jurisdiction.


 


		8.2	Successor Substituted



 


Upon any consolidation, merger, conveyance, or transfer
in accordance with Section 8.1, the Successor Corporation shall succeed to, and be substituted for, and may exercise every right
and power of the Company or the Guarantor, as applicable, under the Securities with the same effect as if the Successor Corporation had
been named as the issuer or guarantor of the Securities herein, and, in the case of an asset, transfer or other disposition, the predecessor
Company or Guarantor, as applicable, shall be released from all obligations under this Indenture, the Securities and, in the case of a
Guarantor, the guarantee.


 


		8.3	Right to Redemption



 


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


 






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		8.4	Substitution of the Company



 


The Company and the Guarantor may at any time, without the
consent of any Holders, arrange for and cause the substitution of the Company as issuer and principal obligor in respect of any series
of Securities by the Guarantor (including any successor Guarantor pursuant to Section 8.2) or any wholly owned Subsidiary of the
Guarantor (the “successor entity”), provided that:


 


(1) the
successor entity shall expressly assume, by an indenture supplemental hereto executed and delivered to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and interest on the Securities of such series and the performance of every covenant
of this Indenture on the part of the Company to be performed or observed, and, unless the successor entity is the Guarantor, the Guarantor
shall unconditionally guarantee all of the obligations of such successor entity under the Securities of such series and the Indenture
as so supplemented;


 


(2) the
successor entity’s assumption of obligations includes the obligation to pay the Additional Amounts described in Section 10.7
 “Payment of Additional Amounts”; provided that the definition of “Successor Jurisdiction”
shall be amended, if applicable, to include the jurisdiction in which such successor entity is resident for tax purposes;


 


(3) immediately after giving effect
to such transaction and treating any indebtedness which becomes an obligation of the successor entity as a result of such transaction
as having been incurred by the successor entity at the time of such transaction, no Event of Default with respect to the Securities of
such series, and no event which, after notice or lapse of time or both, would become an Event of Default with respect to the Securities
of such series, shall have occurred and be continuing; and


 


(4) the successor entity has delivered
to the Trustee (x) a certificate signed by two executive officers of the successor entity and (y) an Opinion of Counsel of recognized
standing, each stating that the assumption and supplemental indenture comply with this Section 8.4.


 


		8.4.1	Upon any substitution in accordance with Section ‎8.4, the successor entity shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the same effect as if the successor entity had been named
as the issuer of the Securities herein, and the Company (including any successor Company pursuant to Section 8.2) shall be released
from all obligations under this Indenture and the Securities.



 


		8.4.2	No vote by Holders of the Securities approving any of the actions set forth in this Section 8.4 is required, unless as part of
the transaction the Company or the Guarantor make other changes to the applicable indenture requiring approval of Holders of the Securities
as set forth in Section 9.2 herein.



 


		9	Supplemental Indentures



 


		9.1	Supplemental Indentures without Consent of Holders



 


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


 


		9.1.1	to evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor of the covenants
of the Company or the Guarantor herein and in the Securities including to cause any entity to assume the obligations of the Company or
the Guarantor in compliance with Article 8 ; or



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


		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 or
the related guarantee, to the description of the notes and the guarantee contained in the related prospectus, prospectus supplement or
similar document with respect to the offering of the Securities of such series; or



 


		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, the Guarantor, when authorized by a Board
Resolution, and the Trustee may (i) enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders
of Securities of such series under this Indenture or (ii) waive the application of any provision of this Indenture; provided,
however, that no such supplemental indenture or waiver shall, without the consent of the Holder of each Outstanding Security affected
thereby,


 






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



 


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



 


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



 


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



 


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


 


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


 


		9.3	Execution of Supplemental Indentures



 


In executing, or accepting the additional trusts created
by, any supplemental indenture or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, 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.


 






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		9.5	Conformity with Trust Indenture Act



 


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


 


		9.6	Reference in Securities to Supplemental Indentures



 


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


 


		9.7	Effect of Waiver



 


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


 


		10	Covenants



 


		10.1	Payment of Principal, Premium and Interest



 


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


 


		10.2	Maintenance of Office or Agency



 


With respect to any Global Security, and except as otherwise
may be specified for such Global Security as contemplated by Section 3.1, the Corporate Trust Office of the Trustee shall be the
Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or
where successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation,
surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have
been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.


 


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


 






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


 


		10.3	Money for Security Payments To Be Held in Trust



 


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


 


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


 


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


 


The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to
the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.


 


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


 






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		10.4	Statement by Directors as to Default



 


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


 


		10.5	Reports by Company and Guarantor



 


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


 


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


 


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


 


		10.6	Limitation on Liens



 


The Guarantor 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 Guarantor shall so determine, any other Indebtedness of the Guarantor) 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 the Cayman
Islands, Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax (“Foreign Taxes”), except
to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to
be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company, the Guarantor or their successors
, as the case may be, shall make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental
authority and pay such additional amounts (“Additional Amounts”) as are necessary to ensure that the net amounts received
by the Holders of Securities after such withholding or deduction equals the respective amounts of principal, premium and interest which
would have been receivable in respect of such Securities had no such withholding or deduction (including for any Foreign Taxes payable
in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on
a Security:



 






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		(i)	to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges
in respect of such Security by reason of (A) a connection between the Holder and the Cayman Islands, 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 the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having
power to tax, of such Holder, if compliance is required by the Cayman Islands, 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 or the Guarantor in respect of claims made against the Company or the Guarantor;



 


		(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



 


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



 


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


 






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


 


In respect of the Securities issued hereunder, at least
10 days prior to the first date of payment of interest on the Securities and at least 10 days prior to each date, if any, of payment of
principal or interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company and the Guarantor shall furnish the Trustee and each Paying Agent with an Officers’ Certificate instructing
the Trustee and such Paying Agent as to whether such payment of principal of or any interest on such Securities shall be made without
deduction or withholding for or on account of any tax, duty, assessment or other governmental charge. If any such deduction or withholding
shall be required by the Cayman Islands, 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 or the Guarantor, as the case may be, (if payment is then due under the Guaranty) shall pay or cause to be paid to the
Trustee or such Paying Agent Additional Amounts, if any, required by this Section. The Company and the Guarantor agree to indemnify the
Trustee and each Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any Officers’ Certificate
furnished pursuant to this Section, the obligation of the Company and the Guarantor to so indemnify being joint and several.


 


		10.7.2	The Company or the Guarantor, as the case may be, shall pay all stamp, issue, registration, documentary or other similar duties, if
any, which may be imposed by the Cayman Islands, 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
or the Guaranty.



 


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



 


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



 






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


 


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


 


		10.10	Status of Guaranty and Securities



 


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


 


		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. The Guarantor 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.



 






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		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.


 


		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.


 






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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.


 


		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 the Cayman Islands, 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.



 






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		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	Guaranty



 


		12.1	The Guaranty



 


Subject to the provisions of this Article, the Guarantor
hereby irrevocably and unconditionally guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee
and to the Trustee the full and punctual payment (whether at the Stated Maturity, upon redemption, purchase pursuant to an offer to purchase
or acceleration or otherwise) of the principal, premium, interest, Additional Amounts and all other amounts that may come due and payable
under each Security and the full and punctual payment of all other amounts payable by the Company under the Indenture as they come due.
Upon failure by the Company to pay punctually any such amount, the Guarantor shall forthwith pay the amount not so paid at the place and
time and in the manner specified in the Indenture.


 


		12.2	Guaranty Unconditional



 


The obligations of the Guarantor hereunder are unconditional
and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by


 


		12.2.1	any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture
or any Security, by operation of law or otherwise;



 


		12.2.2	any modification or amendment of or supplement to the Indenture or any Security;



 


		12.2.3	any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained
in the Indenture or any Security;



 


		12.2.4	the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any
other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the
assertion of any such claim by separate suit or compulsory counterclaim;



 


		12.2.5	any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision
of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any
other amount payable by the Company under the Indenture; or



 






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		12.2.6	any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever
which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s
obligations hereunder.



 


		12.3	Discharge; Reinstatement



 


The Guarantor’s obligations hereunder will remain
in full force and effect until the principal of, premium, if any, and interest on the Securities and all other amounts payable by the
Company under the Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any
Security or any other amount payable by the Company under the Indenture is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, the Guarantor’s obligations hereunder with respect to such
payment will be reinstated as though such payment had been due but not made at such time.


 


		12.4	Waiver by the Guarantor



 


		12.4.1	The Guarantor unconditionally and irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person. The Guaranty
constitutes a guaranty of payment and not of collection.



 


		12.4.2	The Guarantor unconditionally and irrevocably waives any and all rights provided under Articles 366, 827, 829, 834, 835, 837, 838
and 839 of the Brazilian Civil Code and Article 794 of the Brazilian Civil Procedure Code.



 


		12.5	Subrogation and Contribution



 


Upon making any payment with respect to any obligation of
the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with
respect to such obligation; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of
the relevant series shall have been paid in full.


 


		12.6	Stay of Acceleration



 


If acceleration of the time for payment of any amount payable
by the Company under the Indenture or the Securities is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such
amounts otherwise subject to acceleration under the terms of the Indenture are nonetheless payable by the Guarantor forthwith on demand
by the Trustee or the Holders.


 


		12.7	Execution and Delivery of Guaranty



 


The execution by the Guarantor of the Indenture or a supplemental
indenture evidences the Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that
office at the time of authentication of any Security. The delivery of any Security by the Trustee after authentication constitutes due
delivery of the Guaranty set forth in the Indenture on behalf of the Guarantor.


 






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		13	

Defeasance and Covenant Defeasance



 


		13.1	Company’s Option to Effect Defeasance or Covenant Defeasance



 


The Company may elect, at its option at any time, to have
Section 13.2 or Section 13.3 applied to any Securities or any series of Securities designated pursuant to Section 3.1 as
being defeasible pursuant to such Section 13.2 or 13.3, in accordance with any applicable requirements provided pursuant to Section 3.1
and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 3.1 for such Securities.


 


		13.2	Defeasance and Discharge



 


Upon the Company’s exercise of its option to have
this Section applied to any Securities or any series of Securities, as the case may be, the Company and the Guarantor shall each
be deemed to have been discharged from their respective obligations with respect to such Securities or series of Securities as provided
in this Section on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments are due, (ii) the respective obligations of the Company
and the Guarantor with respect to such Securities under Sections 3.4, 3.5, 10.2 and 10.3, (iii) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (iv) the provisions set forth in this Article 13. Subject to compliance with this
Article, the Company may exercise its option to have this Section 13.2 applied to any Securities notwithstanding the prior exercise
of its option to have Section 13.3 applied to such Securities.


 


		13.3	Covenant Defeasance



 


Upon the Company’s exercise of its option to have
this Section applied to any Securities or any series of Securities, as the case maybe, (i) the Company and the Guarantor shall
each be released from any covenants provided pursuant to Section 3.1.17, 9.1.2 or 9.1.8 for the benefit of the Holders of such Securities,
and (ii) the occurrence of any event specified in Section 5.1.4 shall be deemed not to be or result in an Event of Default,
in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.4
are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect
to such Securities, the Company and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such specified Section (to the extent so specified in the case of Section 5.1.4), whether directly
or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 






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		13.4	Conditions to Defeasance or Covenant Defeasance.



 


The following shall be the conditions to the application
of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as the case may be:


 


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



 


		13.4.2	In the event of any election to have Section 13.2 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date of this instrument, there has been a change in the applicable
U.S. Federal income tax law, in either case (i) or (ii) to the effect that, and based thereon such opinion shall confirm that,
the Holders of such Securities will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance
and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.



 


		13.4.3	In the event of an election to have Section 13.3 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to the effected with respect to such Security
and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur.



 


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



 


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



 


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



 






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



 


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



 


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



 


Subject to the provisions of the last paragraph of Section 10.3,
all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 13.4 in
respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and
any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.


 


The Company and the Guarantor shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.4,
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of Outstanding Securities.


 


Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Order any money or U.S. Government Obligations held by it as provided
in Section 13.4 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


		13.6	Reinstatement.



 


If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason of any order of judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities
from which the Company and the Guarantor have been discharged or released pursuant to Section 13.2 or 13.3 shall be revived and reinstated
as though no deposit had occurred pursuant to this Article with respect to such Securities in accordance with this Article; provided,
however, that if the Company or the Guarantor make any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company or the Guarantor (as the case may be) shall be subrogated to the rights (if
any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


		13.7	Data Protection



 


Each Holder acknowledges receipt of the Company's privacy
notice (which can be accessed at https://r1.dotdigital-pages.com/p/4VQT-308/cayman-islands-data-protection and provides information on
the Company's use of personal data in accordance with the Cayman Islands Data Protection Act, 2021 (as amended) and, in respect of any
EU data subjects, the EU General Data Protection Regulation) and, if applicable, agrees to promptly provide the privacy notice (or any
updated version thereof as may be provided from time to time) to each individual (such as any individual directors, shareholders, beneficial
owners, authorized signatories, Trustees or others) whose personal data it provides to the Company or any of its affiliates or delegates
including, but not limited to, Intertrust Corporate Services (Cayman) Limited in its capacity as administrator.


 






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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.


 


	 	Executed as a DEED by
	 	 
	 	VALE OVERSEAS LIMITED,
	 	as Issuer
	 	 
	 	By:	/s/ Adalgisa Campos da Silva de Queiroz Vieira
	 	Name:	Adalgisa Campos da Silva de Queiroz Vieira
	 	Title:	Director
	 	 
	 	By:	/s/ João Barbosa Campbell Penna          
	 	Name:	João Barbosa Campbell Penna
	 	Title:	Director






	 	 
	 	In the presence of:	 /s/ Rebecca Feijo Schwab
	 	                 	               Witness






	 	 
	 	VALE S.A.,
	 	as Guarantor
	 	 
	 	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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