EX-4.2 2 ex04-2.htm EX-4.2

AMENDMENT

dated as of February 27, 2025

__________________________

with respect to the:

SECOND SUPPLEMENTAL INDENTURE

governing

US$1,000,000,000

6.400% Guaranteed Notes due 2054

dated as of June 28, 2024

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 February 27, 2025, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at Captiva Global Financial Services, 23 Lime Tree Bay Avenue, Grand Cayman KY1-1209, 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 Praia de Botafogo 186, offices 1101, 1701 and 1801, 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”), to the Second Supplemental Indenture, dated as of June 28, 2024, among the Company, the Guarantor and the Trustee (the “Second 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 Second Supplemental Indenture to the Amended and Restated Indenture dated as of August 4, 2021 (the “Base Indenture”), providing for the issuance of US$1,000,000,000 in aggregate principal amount of the Company’s 6.400% Guaranteed Notes due 2054 (the “Notes”);

WHEREAS, Section 2.1 of the Second 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 Second 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 6.400% Guaranteed Notes due 2054, the terms and provisions of which are as specified in the Second Supplemental Indenture as further supplemented by this Amendment to the Second Supplemental Indenture; and

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

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 Second Supplemental Indenture.

2.       General Terms and Conditions of the Additional Notes.

There are hereby authorized and established Additional Notes designated the “6.400% Guaranteed Notes due 2054.” 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 Additional Notes shall (subject to Section 10.6 of the Base Indenture) be unsecured and bear interest at the rate of 6.400% per annum, from December 28, 2024 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 June 28 and December 28 of each year, commencing on June 28, 2025 (each, an “Interest Payment Date”), until the principal thereof is paid or made available for payment. The terms and conditions of the Additional Notes are identical to those of the Notes as specified in the Second Supplemental Indenture as further supplemented by this Amendment to the Second Supplemental Indenture.

3.       Miscellaneous Provisions.

3.1.       This Amendment to the Second Supplemental Indenture is a supplement to the Second Supplemental Indenture.

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

3.2.       References to this Amendment to the Second Supplemental Indenture.

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

3.3.       Execution in Counterparts.

This Amendment to the Second 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 Second 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.

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 Second 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 Second 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 Second Supplemental Indenture shall become effective upon execution by the Company, the Guarantor and the Trustee.

[Signature page follows.]

IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to the Second Supplemental Indenture to be duly executed on its behalf, all as of the day and year first written above.

VALE OVERSEAS LIMITED

By: /s/ João Sichieri Moura
Name: João Sichieri Moura
Title: Director

By: /s/ João Barbosa Campbell Penna
Name: João Barbosa Campbell Penna
Title: Director

VALE S.A.

By: /s/ Adriana Barbosa Areias
Name: Adriana Barbosa Areias
Title: Attorney in fact

By: /s/ Rodrigo Sebollela Duque Estrada Regis
Name: Rodrigo Sebollela Duque Estrada Regis
Title: Attorney in fact

THE BANK OF NEW YORK MELLON,
as Trustee

By: /s/ Glenn McKeever
Name: Glenn McKeever
Title: Vice President