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AMEDMENT N° 3
This AMENDMENT N° 3 dated July 27th, 2007, is made between Fruhling Fund, Ltd ("Fruhling") and CSN
Madeira Lda ("Madeira") (the "Amendment") to the Confirmations of Share Swap Transaction with Trade Dates
as of April 2 nd ,7 th and 8 th , 2003, POBT Holdings Límited (formerly POBT Bank and Trust Limited) (the
"POBT"), and CSN Overseas (the "CSN Overseas") subject to the two Deed of Novations dated as of July 24,
2007 (collectively called the "Confirmations")
In consideration of the mutual agreements herein contained, Madeira and Fruhling hereby acknowledge and agree
1. Amendments :
1.1 The Confirmations are hereby amended, as of the date hereof, by changing the following Terms:
Interest Rate: One Year Libor +1% p.a.
Valuation Date: July 31st, 2008
Averaging Date (s): Every Exchange Business Day between July 1, 2008, inclusive, and July 31, 2008 exclusive.
1.2 Events of Default and Termination Events
"Breach of Agreement" provisions of Section 5(a)(ii) will apply amended as following:
"Failure by the party to comply with or perform any obligation in accordance with this Agreement if such failure is
not remedied on or before the thirtieth day after notice of such failure is given to the party".
"Misrepresentation" provisions of Section 5(a)(iv) will apply amended as following:
"A representation (other than a representation under Section 3(e) or (f)) made or repeated by the party in this
Agreement proves to have been misleading in any material respect when made or repeated".
"Cross Default" provisions of Section 5(a)(vi) will apply amended by deleting "or becoming capable at such time
of being declared", with Threshold Amount of US$ 25,000,000.00 (or its equivalent in other currencies)
"Bankruptcy" provisions of Section 5(a)(vii) will apply to amended as following:
"(1) The party becomes insolvent or is unable to pay its debts as they fall due; (2) an administrator or liquidator of
the party on the whole or party o