Exhibit 4.2










Exhibit 4.2



EXECUTION VERSION



VALE OVERSEAS LIMITED,




as Issuer




and




VALE S.A.,




as Guarantor




and




THE BANK OF NEW YORK MELLON




as Trustee




ELEVENTH SUPPLEMENTAL INDENTURE




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




4.625% Guaranteed Notes due 2020




Dated as of September 15, 2010



 


 









 





Eleventh Supplemental Indenture, 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 Amended and Restated Indenture, dated
as of November 21, 2006, among the Company, the Guarantor and the Trustee (the “Base Indenture”).



W I T N E S S E T H :




Whereas, the Base Indenture provides for the issuance from time to time thereunder, in series,
of Securities of the Company carrying the Guaranty of the Guarantor, and Section 9.1 of the Base
Indenture provides for the establishment of the form or terms of Securities issued thereunder
through one or more supplemental indentures;



Whereas, the Company and the Guarantor desire by this Eleventh Supplemental Indenture to
create a new series of Securities to be issuable under the Base Indenture, as supplemented by this
Eleventh Supplemental Indenture, and to be known as the Company’s 4.625% Guaranteed Notes due 2020
(the “Notes”) the terms and provisions of which are to be as specified in this Eleventh
Supplemental Indenture;



Whereas, the Company and the Guarantor have duly authorized the execution and delivery of this
Eleventh Supplemental Indenture to establish the Notes as series of Securities under the Base
Indenture and to provide for, among other things, the issuance of and the form and terms of the
Notes and additional covenants for the benefit of the Holders thereof and the Trustee; and



Whereas, all things necessary to make this Eleventh 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 premises and the purchase and acceptance of
the Notes by the Holders thereof and for the purpose of setting forth, as provided in the Base
Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company and
the Guarantor covenant and agree with the Trustee:




1. Definitions




1.1 Provisions of the Base Indenture



Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms
and conditions of the Base Indenture shall remain in full force and effect. The Base Indenture, as
amended and supplemented by this Eleventh Supplemental Indenture, is in all respects ratified and
confirmed, and the Base Indenture and this Eleventh Supplemental Indenture shall be read, taken and
considered as one and the same instrument for all purposes.




1.2 Definitions



For all purposes of this Eleventh Supplemental Indenture and the Notes, except as otherwise
expressly provided or unless the subject matter or context otherwise requires:




1.2.1 any reference to a “Section” refers to a Section of this Eleventh Supplemental
Indenture;




1.2.2 the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Eleventh Supplemental Indenture as a whole and not to any particular Section
or other subdivision;




1.2.3 all terms used in this Eleventh Supplemental Indenture that are defined in the
Base Indenture have the meanings assigned to them in the Base Indenture, except as otherwise
provided in this Eleventh Supplemental Indenture;




1.2.4 the term “Securities” as defined in the Base Indenture and as used in any
definition therein, shall be deemed to include or refer to, as applicable, the Notes; and




1.2.5 the following terms have the meanings given to them in this Section 1.2.5.




“Applicable Procedures” means with respect to any transfer or transaction involving a
Global Note or beneficial interest therein, the rules and procedures of the Depositary,
Euroclear and Clearstream, Luxembourg for such Global Note, in each case to the extent
applicable to such transaction and as in effect from time to time.




“Comparable Treasury Issue” means the United States Treasury security or securities
selected by an Independent Investment Banker as having an actual or interpolated maturity
comparable to the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of a comparable maturity to the remaining term of such Notes.




“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotation or (2) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.

 


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“Event of Default” shall have the same meaning as set forth in the Base Indenture.




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




“Independent Investment Banker” means one of the Reference Treasury Dealers appointed
by the Company.




“Interest Payment Date” has the meaning set forth in Section 2.1 hereof.




“Notes” has the meaning specified in the recitals hereof.




“Permitted Holder” at any time means any Person who, at such time, is the holder of at
least US$5,000,000 in aggregate principal amount of Notes.




“Reference Treasury Dealer” means each of Credit Suisse Securities (USA) LLC and J.P.
Morgan Securities LLC, or their affiliates, which are primary United States government
securities dealers and one other leading primary United States government securities dealer
in New York City reasonably designated by the Company; provided, however, that if any of the
foregoing shall cease to be a primary United States government securities dealer in New York
City (a “Primary Treasury Dealer”), the Company shall substitute therefore another Primary
Treasury Dealer.




“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at
3:30 pm New York time on the third business day preceding such Redemption Date.




“Relevant Date” in respect of any payment means the date on which such payment first
becomes due or (if the full amount of the monies payable has not been received by the
Trustee on or prior to such due date) the date on which notice is given to the Holders that
such monies have been so received.




“Stated Maturity Date” has the meaning specified in Section 2.1 hereof.




“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to
the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis)
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (such
price expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.


 


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2. General Terms And Conditions of The Notes



2.1 Designation, Principal Amount and Redemption.



There is hereby authorized and established a new series of Securities designated the “4.625%
Guaranteed Notes due 2020”. The Notes will initially be limited to an aggregate principal amount of
US$1,000,000,000 (which amount does not include Notes authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 9.6
or 11.5 of the Base Indenture).



The principal of the Notes shall be due and payable at the Stated Maturity Date.



The Company may, from time to time and without the consent of the Holders, 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 stated maturity of the Notes shall be on September 15, 2020, (the “Stated
Maturity Date”). The Notes shall (subject to Section 10.6 of the Base Indenture) be unsecured and
shall bear interest at the rate of 4.625% per annum, from September 15, 2010 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, as the case may
be, payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2011
(each, an “Interest Payment Date”), until the principal thereof is paid or made available for
payment. To the extent interest due on any Interest Payment Date is not paid, interest shall accrue
thereon at the Default Rate of Interest, except as provided herein, until such unpaid interest and
interest accrued thereon are paid in full.




2.2 Forms Generally



The Notes shall be in substantially the forms set forth in this Section 2.2, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Eleventh Supplemental 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 as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution thereof.




2.2.1 Form of Face of Note




[INCLUDE IF NOTE IS A GLOBAL NOTE: THIS IS A GLOBAL NOTE 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 VALE OVERSEAS LIMITED, VALE S.A. AND THE TRUSTEE AND ANY
AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED NOTES IN DEFINITIVE
REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL NOTE
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.]

 


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[INCLUDE IF NOTE IS A GLOBAL NOTE AND THE DEPOSITARY IS THE DEPOSITORY TRUST COMPANY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO VALE OVERSEAS LIMITED OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]



VALE OVERSEAS LIMITED




4.625% GUARANTEED NOTES DUE 2020




GUARANTEED BY VALE S.A.





CUSIP Number: 91911TAL7

ISIN: US91911TAL70

Common Code: 048779573




No. [     ] $[                    ]




VALE OVERSEAS LIMITED, a company duly 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 Cede &
Co., or registered assigns, the principal sum of [ ] United States Dollars [if the Note is a
Global Note, then insert:, or such other principal amount as set forth in the Schedule of
Increases or Decreases in Global Note attached hereto] on September 15, 2020, and to pay
interest thereon semi-annually on March 15 and September 15 of each year (each an “Interest
Payment Date”), commencing on March 15, 2011, from September 15, 2010 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, as the
case may be, at the rate of 4.625% per annum, until the principal hereof is paid or made
available for payment, provided that any amount of interest on this Note which is overdue
shall bear interest (to the extent that payment thereof shall be legally enforceable) at the
Default Rate of Interest, except as provided for herein, from the date such amount is due to
but not including the day it is
paid or made available for payment, and such overdue interest shall be paid as provided in
Section 3.6 of the Base Indenture hereinafter referred to.

 


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The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be February 28 or August 31 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on the relevant Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Notes) 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 the Notes 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 the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the Indenture.
Interest on this Note shall be computed on the basis set forth in the Indenture.




Payment of the principal of and interest on this Note will be made to the Person entitled
thereto at the office of the Trustee or agency of the Company in the Borough of Manhattan,
The City of New York, New York, maintained for such purpose, and at any other office or
agency maintained by the Company for such purpose, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and
private debts upon surrender of this Note in the case of any payment due at the Maturity of
the principal hereof (other than any payment of interest payable on an Interest Payment
Date); provided, however, 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; provided, further, that all payments of the principal of and
interest on this Note, the Permitted Holders of which have given wire transfer instructions
to the Trustee, the Company, or its agent at least 10 Business Days prior to the applicable
payment date, will be required to be made by wire transfer of immediately available funds to
the accounts with financial institutions in the United States specified by such Permitted
Holders in such instructions. [If the Note is a Global Note, then insert: Notwithstanding
the foregoing, payment of any amount payable in respect of a Global Note will be made in
accordance with the Applicable Procedures of the Depositary.]




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




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


 


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Dated:                     



	 	 	 	 	 
	 	VALE OVERSEAS LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





The undersigned (the “Guarantor”) hereby irrevocably and unconditionally guarantees the
full and punctual payment (whether at the Stated Maturity Date, upon redemption,
acceleration or otherwise) of the principal, interest, Additional Amounts and all other
amounts that may come due and payable under this Note.




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




Dated:                     



	 	 	 	 	 
	 	VALE S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





2.2.2 Form of Reverse of Note




1. This Note is a duly authorized issue of securities of the Company issued in one or more
series (the “Securities”) under an Amended and Restated Indenture, dated as of November 21,
2006 (the “Base Indenture”) as supplemented by an Eleventh Supplemental Indenture, dated as
of September 15, 2010 (the “Eleventh Supplemental Indenture”), among the Company, the
Guarantor and The Bank of New York Mellon (as successor to The Bank of New York), as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Base
Indenture), and reference is hereby made to the Base Indenture, as supplemented by the
Eleventh Supplemental Indenture (the Base Indenture, as supplemented by the Eleventh
Supplemental Indenture, herein called 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. This Security is one of the series designated on the face hereof (herein called
the “Notes”).




 


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2. The full and punctual payment of the principal and interest and all other amounts payable
under this Note is irrevocably and unconditionally guaranteed by the Guarantor.




3. Additional notes on terms and conditions identical to those of this Note may be issued by
the Company without the consent of the Holders of the Notes. The amount evidenced by such
additional Notes shall increase the aggregate principal amount of, and shall be consolidated
and form a single series with, the Notes.




4. If an Event of Default with respect to Notes shall occur and be continuing, the principal
of all of the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.




5. All payments in respect of the Notes shall be made without withholding or deduction for
any present or future taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or
Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to
tax (“Foreign Taxes”) except to the extent that such Foreign Taxes are required by the
Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or
deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or
the Guarantor, as the case may be, shall make such deduction or withholding, make payment of
the amount so withheld to the appropriate governmental authority and pay such additional
amounts (“Additional Amounts”) as are necessary to ensure that the net amounts received by
the Holders of the Notes after such withholding or deduction equals the respective amounts
of principal, premium and interest which would have been receivable in respect of such Notes
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 Note:




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






 


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	 	(ii)	 	in respect of any such taxes, duties, assessments or other governmental charges
with respect to a Note 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 is given to Holders, whichever occurs
later, except to the extent that the Holder of such Note would have been entitled to
such Additional Amounts on surrender of such Note 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 Note;






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






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






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






Solely for purposes of this paragraph 5, the term “Holder” of any Note means the direct
nominee of any beneficial owner of such Note, which holds such beneficial owner’s interest
in such Note. 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 (a) 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 Note (taking into account any
relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or
administrative practice) than comparable information or other reporting requirements imposed
under U.S. tax law (including tax treaties between the United States and the Cayman Islands
or Brazil), regulation (including proposed regulations) and administrative practice.




The Company or the Guarantor, as the case may be, shall promptly provide the Trustee with
documentation (which may consist of certified copies of such documentation) 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 Notes or the Paying Agent, as applicable, upon request therefor.


 


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




All references herein or in the Indenture, to principal or interest in respect of any Note
shall be deemed to include all Additional Amounts, if any, payable in respect of such
principal 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 Notes pursuant to the
preceding paragraphs are based on rates of deduction or withholding of withholding taxes in
excess of the appropriate rate applicable to the Holder of such Notes, 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 Notes, be
deemed to have assigned and transferred all right, title, and interest to any such claim for
a refund or credit of such excess to the Company. However, by making such assignment, the
Holder makes no representation or warranty that the Company will be entitled to receive such
claim for a refund or credit and incurs no other obligation with respect thereto.




6. All references in the Indenture and the Notes to principal in respect of any Note shall
be deemed to mean and include any Redemption Price payable in respect of such Note pursuant
to any redemption right hereunder (and all such references to the Stated Maturity Date of
the principal in respect of any Note shall be deemed to mean and include the Redemption Date
with respect to any such Redemption Price), and all such references to principal, interest
or Additional Amounts shall be deemed to mean and include any amount payable in respect
hereof pursuant to Section 10.7 of the Base Indenture.




7. The Notes are subject to redemption at the Company’s option before the Stated Maturity in
whole at any time, or in part from time to time, upon not less than 30 days’ but no more
than 60 days’ notice to the Holders of the Notes, at a Redemption Price equal to the greater
of (A) 100% of the principal amount of such Notes and (B) the sum of the present values of
each remaining scheduled payment of principal and interest thereon (exclusive of interest
accrued to the date of redemption) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30
basis points, plus accrued interest on the principal amount of such Notes to (but not
including) the date of redemption.


 


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If, as a result of any amendment to, or change in, the laws (or any rules or regulation
thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority
thereof or therein affecting taxation or any amendment to or change in an official
interpretation, administration or application of such laws, rules or regulations (including
a holding by a court of competent jurisdiction), which amendment or change
of such laws, rules or regulations or the interpretation thereof becomes effective on or
after the date of the Eleventh Supplemental Indenture, the Company would be obligated to pay
Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof in
excess of those attributable to Cayman Islands or Brazilian withholding tax on the basis of
a statutory rate of 15%, and if such obligation cannot be avoided by the Company after
taking measures the Company considers reasonable to avoid it, then, at the Company’s option,
the Notes 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 the Notes, at a Redemption Price equal to
100% of the principal amount thereof and any premium applicable thereto, together with
accrued interest up to but not including the Redemption Date and any Additional Amounts
which would otherwise be payable up to but not including the Redemption Date; provided,
however, that (1) no notice of such redemption may be given earlier than 90 days prior to
the earliest date on which the Company would but for such redemption be obligated to pay
such Additional Amounts were a payment on the Notes then due, and (2) at the time such
notice is given, such obligation to pay such Additional Amounts remains in effect.




On and after any Redemption Date, interest will cease to accrue on the Notes or any portion
of the Notes called for redemption (unless the Company defaults in the payment of the
Redemption Price and accrued interest). On or before the Redemption Date, the Company will
deposit with the Trustee money sufficient to pay the Redemption Price of and (unless the
redemption date shall be an Interest Payment Date) accrued interest to the Redemption Date
on the Notes to be redeemed on such Redemption Date. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.




8. 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 affected series 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 affected series. The Indenture also contains
provisions (i) permitting the Holders of a majority in principal amount of the Securities at
the time Outstanding of any affected series 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 affected series 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 Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and of any Note 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 Note.


 


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9. As provided in and subject to the provisions of the Indenture, the Holder of this Note
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 (i)
such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Notes, (ii) the Holders of not less than 25% in principal amount
of the Notes 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 Notes at the time Outstanding a direction
inconsistent with such request, and (iii) the Trustee 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 Note for the
enforcement of any payment of principal hereof or any interest hereon on or after the
respective due dates expressed herein.




10. No reference herein to the Indenture and no provision of this Note 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 interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.




11. As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note
for registration of transfer at the office of the Trustee or agency of the Company in any
place where the principal of and any interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes 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 Notes are issuable only in registered form without coupons in denominations of $2,000
and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.




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




12. Prior to due surrender of this Note 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 Note is registered as the owner hereof for all purposes,
whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor
any such agent shall be affected by notice to the contrary.




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




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




 


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15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to
the provisions of the Indenture relating to Global Notes.]



ABBREVIATIONS





The following abbreviations, when used in the inscription of the face of this Note, 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 —                      (Custodian) Custodian                      (Minor) Under
Uniform Gifts to Minors Act (                    ) (State)



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




[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE





The initial principal amount of this Global Note is US$[                    ].




The following increases or decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	 
	 	 	Amount of	 	Amount of	 	Amount of this	 	Signature of
	 	 	Decrease	 	Increase	 	Global Note	 	Authorized
	 	 	in Principal	 	in Principal	 	following such	 	Officer
	Date of	 	Amount of this	 	Amount of this	 	Decrease or	 	of Trustee of
	Exchange	 	Global Note	 	Global Note	 	Increase	 	Notes Custodian
	 
	 	 	 	 	 	 	 	 





 


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2.3 Form of Trustee’s Certificate of Authentication




The Trustee’s certificate of authentication shall be in substantially the following form:




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



	 	 	 	 	 	 	 
	 	 	Dated:	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






2.4 Maintenance of Office or Agency



With respect to any Notes that are not in the form of a Global Note, the Company will maintain
an office or agency in the Borough of Manhattan, The City of New York, in accordance with Section
10.2 of the Base Indenture.




2.5 New York Stock Exchange Listing



The Company and the Guarantor will use their reasonable best efforts to cause the Notes to be
listed on the New York Stock Exchange and shall from time to time take such other actions as shall
be necessary or advisable to maintain the listing of the Notes thereon or another recognized
securities exchange.




2.6 Prescription Period



Claims for payment of principal in respect of the Notes shall be prescribed upon the
expiration of 10 years, and claims for payment of interest in respect of the Notes shall be
prescribed upon the expiration of 5 years, in each case from the Relevant Date thereof.


 


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3. Amendments to the Base Indenture



(a) With respect to the Notes only (and, for the avoidance of doubt, not with respect to any
other series of notes issued pursuant to the Base Indenture on or prior to the date hereof),
Article 8 of the Base Indenture is hereby amended and restated by the addition of the following
Section 8.4 (without any effect on the other sections contained in Article 8 therein):




“8.4 Assumption by Guarantor of Company’s Obligations



8.4.1 The Guarantor may assume the obligations of the Company for the due and punctual payment
of the principal of (and premium, if any), interest on and any other payments with respect to the
Securities and the Indenture and for the performance of every covenant of this Indenture and the
Securities on the part of the Company to be performed or observed, provided that:



(1) the Guarantor 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 all the Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed except that (a) the Guarantor shall not assume the
obligations of the Company under Section 10.21 and (b) upon the effectiveness of such assumption,
Sections 10.18 and 10.22 shall have no further force or effect. The Guarantor’s assumption of
these obligations must include the obligation to pay the additional amounts described in Section
10.7 “Payment of Additional Amount”;



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



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



Such assumption shall become automatically effective and immediately effective upon execution
and delivery to the Trustee of the supplemental indenture as set out in subsection (1) herein.
Upon any such assumption, the Guarantor 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 Guarantor
had been named as the “Company”, and the Company or any successor Person which shall theretofore
have become such in the manner prescribed in this Section 8 shall be released from its liability as
obligor upon the Securities or any coupons appertaining thereto.



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
changes to the applicable indenture requiring approval of Holders of the Securities as set forth in
Section 9.2 herein.”


 


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(b) Article 6 of the Base Indenture is hereby amended and restated by the addition of the
following Sections 6.3.12 and 6.3.13 (without any effect on the other sections contained in Article
6 therein):



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



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.”



(c) Article 1 of the Base Indenture is hereby amended and restated by the addition of the
following Section 1.16 (without any effect on the other sections contained in Article 1 therein):




“1.16 Waiver



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




4. Miscellaneous Provisions




4.1 Separability of Invalid Provisions



In case any one or more of the provisions contained in this Eleventh Supplemental Indenture
should be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions contained in this Eleventh Supplemental
Indenture, and to the extent and only to the extent that any such provision is invalid, illegal or
unenforceable, this Eleventh Supplemental Indenture shall be construed as if such provision had
never been contained herein.




 


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4.2 Execution in Counterparts



This Eleventh 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.



5. The Trustee



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


 


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EXECUTION VERSION


In Witness Whereof, each of the parties hereto have caused this Eleventh 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