EX-10.15



 Exhibit 10.15 
 EXECUTION COPY 
  

 
 THIRD SUPPLEMENTAL INDENTURE

 Dated as of October 28, 2010 
 to 
 INDENTURE 

Dated as of September 25, 2009 
 6.625% Senior Notes due 2019 
 among 

VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS V LIMITED, 
 as the Company, 
 VOTORANTIM PARTICIPAÇÕES S.A., 

VOTORANTIM CIMENTOS S.A., 
 and 
 COMPANHIA BRASILEIRA DE ALUMÍNIO, 

as Guarantors, 

and 
 DEUTSCHE
BANK TRUST COMPANY AMERICAS, 
 as Trustee, 
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as Transfer Agent, Paying Agent and Security
Registrar, 
 and 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 
 as Principal Paying Agent 

 
  







 This THIRD SUPPLEMENTAL INDENTURE, dated as of October 28, 2010 (this
“Supplemental Indenture”), among Voto-Votorantim Overseas Trading Operations V Limited (the “Company”), an exempted company incorporated with limited liability, duly organized and existing under the laws of the
Cayman Islands, having its principal office at Walker House 87, Mary Street, George Town, Grand Cayman KYI-9005, Cayman Islands, Votorantim Participações S.A. (“VPar”), Votorantim Cimentos S.A. (as successor by merger
to Votorantim Cimentos Brasil S.A., “VC”) and Companhia Brasileira de Alumínio (“CBA” and together with VPar and VC, collectively, the “Guarantors”), each of which is a corporation
(sociedade anônima) duly organized under the laws of the Federative Republic of Brazil, and Deutsche Bank Trust Company Americas, a New York banking corporation duly organized under the laws of the State of New York, as trustee (the
“Trustee”). 
 RECITALS 
 WHEREAS, the Company has previously executed and delivered to the Trustee an Indenture, dated as of September 25, 2009 (as amended or supplemented from time to time, the
“Indenture”), providing for the issuance of the Company’s 6.625% Senior Notes due 2019 (the “Securities”). 
 WHEREAS, Section 9.1 of the Indenture permits the Company to amend the Indenture as set forth in Article II of this Supplemental Indenture without the consent of any holder of the Securities
in order to (i) cure any ambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision in the Indenture that does not materially adversely affect the legal rights of the Holders and
(ii) conform the provisions of the Indenture to the caption entitled “Description of the Notes and the Guarantees” in the offering memorandum relating to the Securities; 

WHEREAS, Section 16.1 of the Indenture permits the substitution of the issuer of the Securities without the consent of the
Holders, subject to the conditions contained in Article 16 of the Indenture, and the Company will be replaced and substituted by CBA as principal debtor (in such capacity, the “Substituted Debtor”) in respect of the Securities (the
“Substitution”); 
 WHEREAS, as a result of the Substitution, the Substituted Debtor will assume all of
the Company’s obligations under the Securities and the Indenture and the Company will be released from such obligations and will no longer be subject to any of the covenants and other provisions of the Indenture; 

WHEREAS, this Supplemental Indenture is hereby executed and delivered pursuant to Sections 9.1 and 16.1 of the Indenture; and

 WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement, and a valid amendment of, and
supplement to the Indenture, have been done. 

  
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 NOW, THEREFORE, it is mutually covenanted and agreed as follows: 

ARTICLE I 
 DEFINITIONS 
 REPRESENTATIONS AND WARRANTIES 

 

	Section 1.1	Definitions 

 For all purposes of this
Supplemental Indenture: 
  

	 	(i)	Capitalized terms used herein without definition shall have the meanings specified in the Indenture; and 


 

	 	(ii)	The terms “hereof”, “herein”, “hereto”, “hereunder” and “herewith” refer to Supplemental Indenture.


  

	Section 1.2	Representations and Warranties 

 The
Substituted Debtor and the Company hereby represent and warrant that each them has obtained (i) all necessary governmental and regulatory approvals and consents for the Substitution and for the giving by the Guarantors of the Substitution
Guarantees in respect of the obligations of the Substituted Debtor under the Securities and (ii) all necessary governmental and regulatory approvals and consents for the performance by each of the Substituted Debtor and the Guarantors of its
obligations under this Supplemental Indenture, and that all such approvals and consents are in full force and effect. 

ARTICLE II 
 AMENDMENTS TO ARTICLE 16 OF THE INDENTURE 
  

	Section 2.1	Amendments to Section 16.1(a)(1) of the Indenture 

 Section 16.1(a)(1) of the Indenture is hereby deleted in its entirety and replaced with the following: 
  

	 	“(i)	 such documents shall be executed by the Substituted Debtor, the Company, VPar and the Trustee as may be necessary to give full effect to the
substitution, including a supplemental indenture whereby the Substituted Debtor assumes all Company’s obligations under this Indenture (together, the “Issuer Substitution Documents”) and (without limiting the generality of the
foregoing) pursuant to which the Substituted Debtor shall undertake in favor of each Holder of the Securities to be bound by the terms and conditions of the Securities and the provisions of this Indenture (subject to clause (e) below) as fully
as if the Substituted Debtor had been named in the Securities and this Indenture as the principal debtor in respect of the Securities in place of the Company (or any previous substitute) and pursuant to which the Guarantors shall




  
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unconditionally and irrevocably guarantee (the “Substitution Guarantees”) in favor of each Holder of the Securities the payment of all sums payable by the Substituted Debtor as such
principal debtor on the same terms mutatis mutandis as the Securities, and, subject to clauses (c) and (e) below, the covenants, Events of Default and other relevant provisions shall continue to apply to the Company as if no such
substitution had occurred, it being the intent that the rights of Holders of the Securities in respect of the Securities shall be unaffected by such substitution;” 


 

	Section 2.2	Amendments to Section 16.1(c) of the Indenture 

 Section 16.1(c) of the Indenture is hereby deleted in its entirety and replaced with the following: 
  

	 	“(c)	Upon the execution of the Issuer Substitution Documents as referred to in paragraph (a)(i) above and compliance with the other conditions in paragraph (a), the
Substituted Debtor shall be deemed to be named in the Securities as the principal debtor in place of the Company (or of any previous substitute under these provisions) and the Securities shall thereupon be deemed to be amended to give effect to the
substitution. The execution of the Issuer Substitution Documents shall operate to release the Company (or such previous substitute as aforesaid) from all its obligations in respect of the Securities and its obligation to indemnify the Trustee and
Agents under this Indenture.” 

 ARTICLE III 

SUBSTITUTION OF THE ISSUER 
  

	Section 3.1	Agreements of the Parties 

 In connection
with the Substitution, the applicable parties hereto agree as follows: 
  

	 	(i)	Agreement to Assume and Undertake. The Substituted Debtor hereby (i) agrees to assume all the obligations of the Company under the Indenture and
(ii) undertakes in favor of each Holder of the Securities to be bound by the terms and conditions of the Securities and the provisions of the Indenture (subject to clause 16.1(e) of the Indenture) as fully as if the Substituted Debtor had been
named in the Securities and the Indenture as the principal debtor in respect of the Securities in place of the Company. 

  

	 	(ii)	Agreement to Guarantee. Each of VPar and VC hereby unconditionally guarantees on the terms and subject to the conditions set forth in Article 16 of the Indenture
(the “Substitution Guarantees”) in favor of each Holder of the Securities the payment of all sums payable by the Substituted Debtor as the principal debtor of the Securities. 


  
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	Section 3.2	Covenants and Events of Default 

 Subject
to clauses (c) and (e) of Section 16.1 of the Indenture and Section 3.5 hereof, the covenants, Events of Default and other relevant provisions of the Indenture shall continue to apply to the Company as if no such Substitution had
occurred. 
  

	Section 3.3	Payment of Additional Amounts 

 The
Substituted Debtor hereby expressly acknowledges that it has assumed the obligation of the Company in respect of the payment of Additional Amounts, as set forth in Section 10.10 of the Indenture, with references to the Cayman Islands being
substituted for Brazil, the country of organization of the Substituted Debtor. 
  

	Section 3.4	Indemnification 

 The Substituted Debtor
and the Guarantors hereby undertake to indemnify and hold harmless each Holder of the Securities, the Trustee, the Agents and each other against the actual amount of all taxes or duties required to be paid (including any taxes or duties imposed on
the receipt of such indemnity payments) which arise by reason of law or regulation having legal effect or being in reasonable contemplation thereof on the date the Substitution becomes effective, which may be incurred or levied against such Holder
as a result of the Substitution and which would not have been so incurred or levied had the Substitution not been made. 
 If any Holder of the
Securities or an Agent or the Trustee seeks to be indemnified under this Section 3.4 (“Tax Indemnitee”), then such Tax Indemnitee must make a written demand to the Substituted Debtor to be so indemnified. The demand shall
specify in reasonable detail the calculation of the indemnity amount and the facts upon which the right to indemnity is based. Each Tax Indemnitee shall promptly forward to the Substituted Debtor, with a copy to the Trustee, any notice, bill or
advice received by it from the relevant taxing authority concerning any tax which the Substituted Debtor may be required to indemnify against hereunder. Each Tax Indemnitee upon the reasonable written request of the Substituted Debtor shall furnish
the Substituted Debtor with the original or a certified copy of a receipt (if any is available to such Tax Indemnitee) for the Tax Indemnitee’s payment of any tax that is subject to indemnification pursuant to this Section 3.4, or such
other evidence of payment of such tax as is acceptable to the Substituted Debtor (and available to such Tax Indemnitee). 
  

	Section 3.5	Release of the Company 

 The Company is
hereby released from all its obligations in respect to the Securities and its obligation to indemnify the Trustee and Agents under the Indenture. The Substituted Debtor shall be deemed to be named in the Securities as the principal debtor in place
of the Company and the Securities shall be deemed amended to give effect to the Substitution. 
  

	Section 3.6	Right to the Production of Documents 

 The
Substituted Debtor and the Guarantors hereby acknowledge the rights of every Holder of the Securities to the production of the Issuer Substitution Documents for the enforcement of any of the Securities or the Issuer Substitution Documents.


  
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 ARTICLE IV 

MISCELLANEOUS 
  

	Section 4.1	Ratification of Indenture, Supplemental Indentures Part of Indenture 

 Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of the Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 

 

	Section 4.2	Notices 

 Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by the Indenture or this Supplemental Indenture to be made upon, given or furnished to, or filed with, the Substituted
Debtor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (except as otherwise expressly provided herein) if in writing and mailed, first-class postage prepaid, to the Substituted Debtor addressed to the Substituted
Debtor, in care of Votorantim Participações. S.A., Rua Amauri, 255, 11th Floor, 01448-000 São Paulo, SP, Brazil, Tel 55-11-3704-3508, Fax 55-11-3167-3520, Attention: João Miranda, Chief Financial Officer, or to any other address previously furnished in writing
to the Trustee by the Substituted Debtor. 
  

	Section 4.3	Governing Law 

 THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS THEREOF. The transactions contemplated by this Supplemental Indenture have been proposed by the Company
to the other parties hereto for the purposes of Article 9, paragraph 2, of Brazilian Decree Law No. 4,657, dated September 4, 1942, as amended, and for no other purpose or reason whatsoever. 

 

	Section 4.4	Counterparts 

 This Supplemental Indenture
may be executed in any number of counterparts (including facsimile), each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page by
telecopier shall be as effective as delivery of a manually executed counterpart thereof. 
  

	Section 4.5	Effect of Headings 

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

	Section 4.6	Trustee Makes No Representation 

 The
Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 

  
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	Section 4.7	Submission to Jurisdiction; Agent for Service; Waiver of Immunities 


 

	(a)	The Substituted Debtor agrees that any suit, action or proceeding against it brought by any Holder or the Trustee arising out of or based upon this Supplemental
Indenture, the Indenture, the Issuer Substituted Documents and/or the Securities may be instituted in any state or Federal court in the Borough of Manhattan in The City of New York, New York, and waives any objection which each of them may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. 


 

	(b)	 By the execution and delivery of this Supplemental Indenture or any amendment or supplement hereto, the Substituted Debtor (i) acknowledges that
it has, by separate written instrument, designated and appointed National Corporate Research Ltd., currently located at 10 East 40th Street, 10th Floor, New York, New York 10016 (“NCR”), as its authorized agent upon which process may be served in
any suit, action or proceeding with respect to, arising out of, or relating to, this Supplemental Indenture, the Indenture, the Issuer Substitution Documents, and/or the Securities, that may be instituted in any Federal or state court in the State
of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that NCR has
accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon NCR shall be deemed in every respect effective service of process upon the
Substituted Debtor as the case may be, in any such suit, action or proceeding. The Substituted Debtor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to
continue such designation and appointment of NCR in full force and effect so long as this Supplemental Indenture shall be in full force and effect; provided that the Substituted Debtor may and shall (to the extent NCR ceases to be able to be
served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 4.7(b) that (i) maintains an office located in the Borough of Manhattan,
The City of New York in the state of New York, (ii) are either (x) counsel for the Substituted Debtor or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its
business and (iii) agrees to act as agent for service of process in accordance with this Section 4.7(b). Such notice shall identify the name if such agent for process and the address for such agent for process in the Borough of Manhattan,
The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the
Substituted Debtor appointed and acting in accordance with this Section 4.7(b). 


  

	(c)	To the extent that the Substituted Debtor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Substituted Debtor hereby irrevocably waives such immunity in respect of its obligations under this
Supplemental Indenture and the Securities, to the extent permitted by law. 


  
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	Section 4.8	Effective Date 

 This Supplemental
Indenture shall become effective on the date hereof. 
 [Remainder of page intentionally blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

					
	VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS V LIMITED
		
	By:	 	 /s/ Lorival Nogueira Luz Junior

		 	Name:	 	Lorival Nogueira Luz Junior
		 	Title:	 	
		
	By:	 	 /s/ Alfredo Ferreira Villares

		 	Name:	 	Alfredo Ferreira Villares
		 	Title:	 	
	
	 COMPANHIA BRASILEIRA DE ALUMÍNIO,
 as Substituted Debtor

		
	By:	 	 /s/ Lorival Nogueira Luz Junior

		 	Name:	 	Lorival Nogueira Luz Junior
		 	Title:	 	
		
	By:	 	 /s/ Alfredo Ferreira Villares

		 	Name:	 	Alfredo Ferreira Villares
		 	Title:	 	



  

Signature Page to Third Supplemental Indenture 








 
					
	VOTORANTIM PARTICIPAÇÕES S.A.,
	as Guarantor
		
	By:	 	 /s/ Lorival Nogueira Luz Junior

		 	Name:	 	Lorival Nogueira Luz Junior
		 	Title:	 	
		
	By:	 	 /s/ Alfredo Ferreira Villares

		 	Name:	 	Alfredo Ferreira Villares
		 	Title:	 	
	
	VOTORANTIM CIMENTOS S.A., as Guarantor
		
	By:	 	 /s/ Lorival Nogueira Luz Junior

		 	Name:	 	Lorival Nogueira Luz Junior
		 	Title:	 	
		
	By:	 	 /s/ Alfredo Ferreira Villares

		 	Name:	 	Alfredo Ferreira Villares
		 	Title:	 	



  

Signature Page to Third Supplemental Indenture 








 
					
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Trustee By: Deutsche Bank National Trust Company
		
	By:	 	 /s/ Kenneth R. Ring

		 	Name:	 	Kenneth R. Ring
		 	Title:	 	Vice President
		
	By:	 	 /s/ Irina Golovashchuk

		 	Name:	 	Irina Golovashchuk
		 	Title:	 	Assistant Vice President



  
 Signature
Page to Supplemental Indenture