Exhibit 4.1










Exhibit 4.1




EXECUTION VERSION




AMENDMENT




dated as of September 15, 2010




 






with respect to the:




TENTH SUPPLEMENTAL INDENTURE




U.S.$1,000,000,000




6.875% Guaranteed Notes due 2039




Dated as of November 10, 2009




among




VALE OVERSEAS LIMITED,




as Issuer




and




VALE S.A.,




as Guarantor




and




THE BANK OF NEW YORK MELLON




as Trustee




 


 









 







Amendment, dated as of September 15, 2010, among VALE OVERSEAS LIMITED, a Cayman Islands
exempted company incorporated with limited liability (herein called the “Company”), having its
principal office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman
Islands, VALE S.A., a company organized under the laws of the Federative Republic of Brazil (herein
called the “Guarantor”), having its principal office at Avenida Graca Aranha, No. 26, 17 Andar,
20030-900 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON (as successor to The Bank of
New York), a banking corporation duly organized and existing under the laws of the State of New
York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286,
as Trustee (herein called the “Trustee”) to the Tenth Supplemental Indenture, dated as of November
10, 2009, among the Company, the Guarantor and the Trustee (the “Tenth Supplemental Indenture”).



W I T N E S S E T H :




Whereas, the Company and the Guarantor have heretofore executed and delivered to the Trustee
the Tenth Supplemental Indenture to the Amended and Restated Indenture dated as of November 21,
2006 (the “Base Indenture”), providing for the issuance of the Company’s 6.875% Guaranteed Notes
due 2039 (the “Notes”);



Whereas, Section 2.1 of the Tenth Supplemental Indenture provides that the Company may, from
time to time and without the consent of the holders of the Notes, issue additional notes (the
“Additional Notes”) on terms and conditions identical to those of the Notes, which Additional Notes
shall increase the aggregate principal amount of, and shall be consolidated and form a single
series with, the Notes;



Whereas, the Company and the Guarantor desire by this Amendment to such Tenth Supplemental
Indenture to issue Additional Notes on terms and conditions identical to those of the Notes, which
Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and
form a single series with, the Notes. The Additional Notes will also be known as the Company’s
6.875% Guaranteed Notes due 2039, the terms and provisions of which are as specified in the Tenth
Supplemental Indenture as further supplemented by this Amendment to the Tenth Supplemental
Indenture; and



Whereas, the Company and the Guarantor have duly authorized the execution and delivery of this
Amendment to the Tenth Supplemental Indenture and all things necessary to make this Amendment to
the Tenth Supplemental Indenture a valid and binding legal obligation of the Company and the
Guarantor according to its terms have been done.



 


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Now, therefore, for and in consideration of the foregoing premises, the Company and the
Guarantor covenant and agree with the Trustee:




1. Capitalized Terms



Capitalized terms used herein without definition shall have the meanings assigned to them in
the Tenth Supplemental Indenture.




2. General Terms And Conditions of the Additional Notes



There is hereby authorized and established Additional Notes designated the “6.875% Guaranteed
Notes due 2039”. The Additional Notes shall increase the aggregate principal amount of, and shall
be consolidated and form a single series with, the Notes. The Additional Notes will initially be
limited to an aggregate principal amount of US$750,000,000. Together, the aggregate principal
amount of the Additional Notes and the Notes will be US$1,750,000,000. The terms and conditions of
the Additional Notes are identical to those of the Notes as specified in the Tenth Supplemental
Indenture as further supplemented by this Amendment to the Tenth Supplemental Indenture.




3. Miscellaneous Provisions



3.1 This Amendment to the Tenth Supplemental Indenture is a supplement to the Tenth
Supplemental Indenture



This Amendment to the Tenth Supplemental Indenture is executed as and shall constitute an
indenture supplemental to the Tenth Supplemental Indenture and shall be construed in connection
with and as part of the Tenth Supplemental Indenture. The Tenth Supplemental Indenture shall be
deemed to be modified as herein provided, but except as modified hereby, the Tenth Supplemental
Indenture shall continue in full force and effect. The Tenth Supplemental Indenture as modified
hereby by the Amendment to the Tenth Supplemental Indenture shall be read, taken, and construed as
one and the same instrument.




3.2 References to this Amendment to the Tenth Supplemental Indenture



Any and all notices, requests, certificates and other instruments executed and delivered after
the execution and delivery of this Amendment to the Tenth Supplemental Indenture may refer to the
Tenth Supplemental Indenture without making specific reference to this Amendment to the Tenth
Supplemental Indenture, but nevertheless all such references shall be deemed to include this
Amendment to the Tenth Supplemental Indenture unless the context otherwise requires.




3.3 Execution in Counterparts



This Amendment to the Tenth Supplemental Indenture may be simultaneously executed and
delivered in any number of counterparts, each of which when so executed and delivered shall be
deemed to be an original, and such counterparts shall together constitute but one and the same
instrument.




3.4. Severability



In the event that any provisions of this Amendment to the Tenth Supplemental
Indenture shall be invalid, illegal, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


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4. The Trustee



The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Amendment to the Tenth Supplemental Indenture or for or in respect
of the recitals contained herein, all of which are made solely by the Company and the Guarantor.




5. Governing Law



This Amendment to the Tenth Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.




6. Effectiveness



This Amendment to the Tenth Supplemental Indenture shall become effective upon execution by
the Company, the Guarantor and the Trustee.




 


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EXECUTION VERSION




In Witness Whereof, each of the parties hereto have caused this Amendment to the Tenth
Supplemental Indenture to be duly executed on its behalf, all as of the day and year first written
above.



	 	 	 	 	 
	 	VALE OVERSEAS LIMITED

 	 
	 	By:  	/s/ Marcus Vinicius Dias Severini
 	 
	 	 	Name:  	Marcus Vinicius Dias Severini 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                /s/ Wanda Krajnc Alves
 	 
	 	 	Name:  	Wanda Krajnc Alves 	 
	 	 	Title:  	Director 	 
	 
	 	VALE S.A.

 	 
	 	By:  	/s/ Marcelo Campos Habibe
 	 
	 	 	Name:  	Marcelo Campos Habibe 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 	 	 
	 	By:  	                /s/ Sonia Zagury
 	 
	 	 	Name:  	Sonia Zagury 	 
	 	 	Title:  	Treasury and Finance Director 	 
	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	/s/ Karen Ferry
 	 
	 	 	Name:  	Karen Ferry 	 
	 	 	Title:  	Vice President