20-F/A

As filed with the Securities and Exchange Commission on February 14, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A 

(Amendment No. 1)

1	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
R	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2011
	OR
1	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
1	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-14732

COMPANHIA SIDERÚRGICA NACIONAL(Exact Name of Registrant as Specified in its Charter)

NATIONAL STEEL COMPANY(Translation of Registrant’s name into English)

THE FEDERATIVE REPUBLIC OF BRAZIL(Jurisdiction of incorporation or organization)

David Moise Salama, Investor Relations Executive Officer
Phone:  +55 11 3049-7100   Fax:  +55 11 3049-7212

invrel@csn.com.br
Av.  Brigadeiro Faria Lima, 3,400 – 20^th floor
04538-132, São Paulo-SP, Brazil

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Common Shares without par value	New York Stock Exchange*
American Depositary Shares, (as evidenced by American Depositary Receipts), each representing one share of Common Stock	New York Stock Exchange

____________________

*  Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the period covered by the annual report:

Common Shares, without par value. 1,457,970,108. For further information, see “Item 7A.  Major Shareholders,”  “Item 9A. Offer and Listing Details” and “Item 10B. Memorandum and Articles of Association.”

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

  Yes      No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

  Yes      No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  Yes   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

  Yes      No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer                  Accelerated Filer                   Non-accelerated Filer  

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17    Item 18 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes   No

EXPLANATORY NOTE

We are amending our Annual Report on Form 20-F for the year ended December 31, 2011, or the Annual Report, to include amended copies of two exhibits to our Annual Report regarding amendments to certain agreements in connection with our strategic partnership agreement with a consortium of Asian companies concerning Nacional Minérios S.A., or Namisa, one of our subsidiaries. The two amended exhibits are:

• amendment to the Share Purchase Agreement, dated June 30, 2011; and
• amendment to the Shareholders’ Agreement of Namisa, dated June 30, 2011.

These exhibits were amended after discussions with the Staff of the Securities and Exchange Commission, or the SEC, during their review of an application for confidential treatment of certain portions of these amendments.

No other changes are being made to the Annual Report, as originally filed. The Annual Report, as amended by this amendment, continues to speak as of the date of its original filing and we have not updated the disclosure as of a later date. 

Item 19.  Exhibits

Exhibit	Description
Number
1.1	Bylaws of CSN, as amended to date. (incorporated by reference to the Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on April 30, 2012)
2.1	Form of Amended and Restated Deposit Agreement dated as of November 1, 1997 as amended and restated as of November 13, 1997, among Companhia Siderúrgica Nacional, JP Morgan Chase Bank, N.A. (as successor to Morgan Guaranty Trust Company of New York), as successor depositary, and all holders from time to time of American Depositary Receipts issued thereunder (incorporated by reference from the Registration Statement on Form F-6 (333-7818) filed with the SEC).
2.2	Form of Amendment No. 1 to the Deposit Agreement (incorporated by reference from the Registration Statement on Form F-6EF (333-115078) filed with the SEC on April 30, 2004).
2.3	Form of Amendment No. 2 to Deposit Agreement, including the form of American Depositary Receipt (corporate by reference from the Registration Statement on Form F-6POS filed with the SEC on January 5, 2011)
8.1	List of subsidiaries. (incorporated by reference to the Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on April 30, 2012)
10.1*	Share Purchase Agreement, dated October 21, 2008, among CSN, Big Jump Energy Participações S.A., Itochu Corporation, JFE Steel Corporation, Nippon Steel Corporation, Sumitomo Metal Industries, Ltd., Kobe Steel, Ltd., Nishin Steel Co., Ltd., and Posco. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)
10.2*+	Amendment to the Share Purchase Agreement, dated June 30, 2011.
10.3*	Shareholders Agreement of Nacional Minérios S.A., dated October 21, 2008, between CSN and Big Jump Energy Participações S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)
10.4*+	Amendment to the Shareholders’ Agreement of Nacional Minérios S.A., dated June 30, 2011.
10.5*	High Silica ROM Iron Ore Supply Contract, dated October 21, 2008, between CSN and Nacional Minérios S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)
10.6*	Low Silica ROM Iron Ore Supply Contract, dated October 21, 2008, between CSN and Nacional Minérios S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)
10.7*	Iron Ore Supply Contract, dated October 21, 2008, between CSN and Nacional Minérios S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)
10.8*	Port Operating Services Agreement, dated October 21, 2008, between CSN and Nacional Minérios S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)
12.1+	Section 302 Certification of Chief Executive Officer.
12.2+	Section 302 Certification of Principal Financial Officer.
*      Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended. +      Filed herewith.

SIGNATURE

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

February 14, 2013	Companhia Siderúrgica Nacional
	By:	/s/ Benjamin Steinbruch
	Name:	Benjamin Steinbruch
	Title:	Chief Executive Officer
	By:	/s/ Rogério Leme Borges dos Santos
	Name:	Rogério Leme Borges dos Santos
	Title:	Controller / Principal Financial Officer

EX-10.2

EXHIBIT 10.2

Fifth Amendment to the Share Purchase Agreement and Other Covenants

by and among

Companhia Siderúrgica Nacional,

as Seller

Brazil Japan Iron Ore Corporation and

Posco,

as Buyer

Itochu Corporation,

JFE Steel Corporation,

Kobe Steel, Ltd., and

Nisshin Steel Co., Ltd.,

as Guarantors

and, as intervening party,

Nacional Minérios S.A

Dated June 30^th, 2011 

Fifth Amendment to the Share Purchase Agreement and other Covenants

This Fifth Amendment to the Share Purchase Agreement and Other Covenants (this "Amendment"), is made and entered into on June 30^th, 2011, by and among:

(i) Companhia Siderúrgica Nacional, a publicly-held corporation (sociedade anônima) incorporated, organized and existing under the laws of Brazil, having its registered office at the city of São Paulo, state of São Paulo, at Av. Brigadeiro Faria Lima 3400, 20 floor enrolled with the Federal Taxpayers’ Registry (CNPJ/MF) under N. 33.042.730/0001-04, herein represented pursuant to its by-laws ("CSN" or "Seller"); 

(ii) Brazil Japan Iron Ore Corporation, a company duly organized and existing under the laws of Japan, with its head office located at Watanabe Bldg. 5F, 1-4-2, Minami-Aoyama Minato-ku, Tokyo, 107-0062, Japan, herein represented pursuant to its by-laws ("Japanese SPC"); 

(iii) Posco, a company incorporated, organized and existing under the laws of Korea, having its registered office at 892 Daechi 4-dong Gangnam-gu, Seoul, 135-777, Korea, herein represented pursuant to its by-laws ("Posco" and, together with Japanese SPC, "Buyer"); 

(iv) Itochu Corporation, a company incorporated, organized and existing under the laws of Japan, having its principal office at 5-1, Kita-Aoyama 2-chome, Minato-ku, Tokyo, Japan, herein represented pursuant to its by-laws ("Itochu");  

(v) JFE Steel Corporation,a company incorporated, organized and existing under the laws of Japan, having its registered office at 2-2-3, Uchisaiwai-cho, Chiyoda-ku, Tokyo, Japan, herein represented pursuant to its by-laws ("JFE"); 

(vi) Kobe Steel, Ltd., a company incorporated, organized and existing under the laws of Japan, having its registered office at  10-26, Wakinohama-cho 2-chome, Chuo-Ku, Kobe, Hyogo, 651-8585, Japan, herein represented pursuant to its articles of association ("Kobe"); and

(vii) Nisshin SteelCo., Ltd., a company incorporated, organized and existing under the laws of Japan, having its registered office at 4-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo 100-8366, Japan, herein represented pursuant to its articles of association ("Nisshin" and, together with Itochu, JFE and Kobe, “Guarantors”); 

and, as intervening party,

(viii) Nacional Minérios S.A., a closely-held corporation (sociedade anônima) incorporated, organized and existing under the laws of Brazil, having its registered office at the Municipality of Congonhas, State of Minas Gerais, at Logradouro Casa de Pedra, without number, part, enrolled with the Federal Taxpayers’ Registry (CNPJ/MF) under N. 08.446.702/0001-05, herein represented pursuant to its by-laws ("Company"); 

CSN, Posco and Japanese SPC are referred to herein, individually, as a "Party" and, collectively, as the "Parties". 

Recitals

A.Whereas on October 21, 2008, the Parties and the Guarantorsentered into the "Share Purchase Agreement and Other Covenants" ("Original Agreement"); 

B.Whereas the Parties and the Guarantors also executed (i) on December 22, 2008, the "First Amendment to the Share Purchase Agreement and Other Covenants" ("First Amendment") and (ii) on December 23, 2008, the "Second Amendment to the Share Purchase Agreement and Other Covenants" ("Second Amendment"), in order to amend certain terms and conditions of the Original Agreement;

C.Whereas on December 30, 2008, the Closing was held by the Parties and the Guarantors in accordance with the terms and conditions set forth in Article 4 of the Original Agreement, as amended;

D.Whereas on April 22, 2009 and on July 29, 2009, the Parties and the Guarantors executed, respectively, (i) the "Third Amendment to the Share Purchase Agreement and Other Covenants" ("Third Amendment"), and (ii) the "Fourth Amendment to the Share Purchase Agreement and Other Covenants" (“Fourth Amendment” and, together with the Original Agreement, the First Amendment, the Second Amendment and the Third Amendment, the "Agreement"), in order to amend certain other terms and conditions of the Original Agreement;

E.            Whereas, due to the delay on the implementation of the Company’s Long-Term Business Plan and the Mid-Term Business Plan (as defined in the Shareholders’ Agreement of the Company dated December 30, 2008, as amended),  the Parties and the Guarantors have discussed in good faith certain adjustments to the Long-Term Business Plan and the Mid-Term Business Plan and, therefore, agreed to amend certain terms and conditions of the Agreement regarding the Post-Closing Covenants, as defined in the Agreement, to reflect the revised business structure of the Company;

The Parties and the Guarantors agree, in consideration of the foregoing, to enter into this Amendment as per the following terms and conditions:

(Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to them in the Agreement).

Article 1

Post-Closing Covenants

Section 1.1           The Parties hereby decide to amend Section 7.2 of the Agreement in order to reflect the negotiations held among the Parties with respect to the Post-Closing Covenants.  Therefore, Section 7.2 of the Agreement is hereby amended and shall become effective as follows:

"Section 7.2 Post-Closing Covenants.  

The Parties agree as follows with respect to the period following the Closing ("Post-Closing Covenants"): 

7.2.1             Seller shall guarantee and procure that (i) all of the areas necessary for the construction, implementation and operation of the first and second Pellet Plants, the High Silica Plant, the B-58 Tailing Dam ("Relevant Areas" and "Relevant Assets", respectively) are purchased by the Company (at the sole expense of Seller) by the deadlines as set forth below, (ii) the Company obtains all Permits (except for (a) Section 7.2.2, (b) the environmental operation license (licença de operação) (the "LO"), and (c) any renewal of the environmental installation license (licença de instalação) (the "LI") obtained by the Company or by the Seller in relation to any Relevant Asset) required under Applicable Law in relation to the construction and implementation of the Relevant Assets; provided, however, that each of the LIs shall be obtained by the deadlines as set forth below; and, if applicable, (iii) any communities potentially occupying the Relevant Areas are definitely and legally relocated as provided in the agreement with government of the State of Minas Gerais ("Relevant Communities") so that the applicable deadlines for the acquisitions of the Relevant Areas and the obtaining of LIs are not impacted by such potential occupation.

[Relevant Areas]

(1)	First Pellet Plant	[●]1
(2)	Second Pellet Plant	[●]
(3)	High Silica Plant	[●]
(4)	B-58 Tailing Dam	[●]
[LIs]
(1)	Second Pellet Plant	[●]
(2)	High Silica Plant	[●]
(3)	B-58 Tailing Dam	[●]

7.2.2             In connection with each of the Relevant Assets, as from the date in which the LIs are obtained as per Section 7.2.1, each of Seller and Buyer acknowledges that the Company shall be solely responsible for maintaining, renewing and/or obtaining all Permits required under Applicable Law, including but not limited to the LOs.  Seller and Buyer hereby acknowledge that the LI for the First Pellet Plant was obtained on December 11, 2007 and Seller and Buyer agree that, subject to Section 7.2.2.1(i) and (ii), if any renewal of such LI is required, each of Seller and Buyer shall provide the Company with the reasonably necessarysupport. 

7.2.2.1. Notwithstanding the foregoing, each of Seller and Buyer shall provide the Company with the reasonably necessarysupport service aiming at the Company obtaining the LOs for each of the Relevant Assets by no later than the end of [●]. For avoidance of doubt, (i) any such support service shall not be interpreted nor be considered as a guarantee nor as a responsibility by Seller and/or Buyer in connection with the obtaining of any LO or any renewal of LI, nor shall Seller and/or Buyer be liable for any consequence that may result from the failure in the obtaining of any such LO or any renewal of LI; and (ii) each of Seller and Buyer shall not be considered liable for the failure to obtain the LO or to renew any LI, if such failure results from any support service that it provides to the Company during the period in which the Company is not structured to duly conduct its activities and implement or operate the Relevant Assets, as an independent Company.

7.2.2.2.         Exclusively in the case Buyer demonstrates that the failure to obtain the LO by no later than the end of [●]  is due to a reason exclusively attributable to Seller, Buyer shall have the right to terminate this Agreement pursuant to Section 7.2.4 below.

7.2.3             Each of Seller and Buyer shall cause the Company to approve all Major Decisions (as defined in the Shareholders’ Agreement) necessary for the acts or events described in Section 7.2.1. 

7.2.4             Notwithstanding anything to the contrary as contained herein, Buyer shall have the right at its sole discretion to forthwith terminate this Agreement by sending a written notice ("Termination Notice") to Seller to that effect no later than [●]  counted from the date which any of the particular items as set forth in Section 7.2.1 is not obtained and/or completed by the deadline applicable to such item for any reason or circumstance whatsoever, even in case of any circumstances not under Seller’s command or control, including but not limited to force majeure events (without limiting the generality of the provisions under Article 393 of the Brazilian Civil Code).

7.2.5.            In case of termination of this Agreement as set forth in Sections 7.2.2.2 and/or 7.2.4 above and Section 10.1.6 (a “Termination for Breach of PCC”), Buyer, as sole and exclusive remedy as a consequence of such Termination for Breach of PCC, shall sell its Shares to Seller and receive from Seller, no later than [●]  counted from receipt by Seller of the Termination Notice, a refund, in Dollars, for its investment in the Company as set out in Section 7.2.5.1 and 7.2.5.2 below (“Refund”), in exchange for the transfer by Buyer of all the Acquired Shares and of the New Shares to the Seller, which shall be transferred to Seller simultaneously to the receipt by Buyer of the full amount of the Refund.

¹Text marked as [●] denotes CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

7.2.5.1The amount of the Refund shall be equivalent to (A) the amount paid by Buyer in Dollars for the Investment (as defined in Section 3.1.2), together with  (i) the interest accrued thereon from and including the Closing Date through but excluding the date of the payment of the Refund by Seller to Buyer at the fixed annual rate of [●]% applicable on a pro-rata basis minus (ii) any dividends, interest on capital stock (juros sobre capital proprio) or other profit distributions paid to Buyer since the Closing Date together with the interest accrued thereon from and including the date of receipt through but excluding the date of the payment of the Refund at the fixed annual rate of [●]%  applicable on a pro rata basis and (B) any and all amounts provided by Buyer to the Company as capital increase to the Company, together with interest accrued from and including the date of the payment of any of such amounts to the Company through but excluding the date of the payment of the Refund by Seller to Buyer at the fixed annual rate of [●]% applicable on a pro-rata basis.

7.2.5.2.                        The Refund shall be paid in Dollars, in one or more bank accounts in the United States of America, Korea or Japan (to the extent payments in Dollars are permitted under such jurisdictions) to be designated and informed in writing by Buyer to Seller within 30 (thirty) days prior to the date of payment of the Refund. In all events, the Refund shall be paid without setoff or counterclaim and free and clear of any costs and/or any Taxes applicable in Brazil at the time of the Refund (including, without limitation, tax on foreign exchange transactions (Imposto Sobre Operações de Câmbio – IOF/Câmbio) and withholding income tax). If any costs and/or Brazilian Taxes are due or required to be withheld from any amounts payable to Buyer, the Refund so payable to Buyer shall be increased to the extent necessary to yield to Buyer (after payment of all Taxes) the full amount of the Refund payable hereunder.”

1.2 In order to reflect the amendment to Section 7.2, as described above, the Parties hereby decide to delete the definition of “Relevant Permits” set forth in Article 1 (Definitions and Rules of Construction) of the Agreement.

Article 2

Termination

Section 2.1           The Parties hereby decide to amend Sections 10.1 and 10.2 of the Agreement in order to reflect the amendments agreed above on Section 7.2 in connection with the Post-Closing Covenants.  Therefore, Sections 10.1 and 10.2 of the Agreement are hereby amended and shall become effective as follows:

“Section 10.1             Termination.

This Agreement may be terminated prior to Closing (except for breach of Post-Closing Covenant, in which case termination may occur after Closing) by one or more Parties and all of the transactions contemplated hereby abandoned:

10.1.1 by the mutual written consent of Buyer and Seller;

10.1.2 by Buyer, if there has been a material breach, inaccuracy, omission or non-performance by Seller of any representation, warranty, covenant (excluding Post-Closing Covenants) or obligation contained in this Agreement and either (a) has not been waived by Buyer, or (b) if capable of being cured, was not cured by Seller within 30 (thirty) days after written notice thereof from Buyer;

10.1.3 by either Buyer or Seller if any Governmental Authority having competent jurisdiction has issued a final, non-appealable order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action materially changing, restraining, enjoining, prohibiting or otherwise materially and adversely affecting the transactions contemplated by this Agreement and the Operational Agreements;

10.1.4 by Seller, if there has been a material breach, inaccuracy, omission or non-performance by Buyer of any representation, warranty, covenant or obligation contained in this Agreement and either (a) has not been waived by Seller or (b) if capable of being cured, was not cured by Buyer within 30 (thirty) days after written notice thereof from Seller; and

10.1.5 by any of the Parties if the Closing has not occurred because the conditions provided in Section 4.2 hereunder were not properly fulfilled or waived by the relevant Party on or before 180 (one hundred and eighty) days from the date of this Agreement or such later date as the Parties may agree upon in writing.

10.1.6                 by Buyer, in case of Sections 7.2.2.2 and/or 7.2.4 above.

Section 10.2     Effect of Termination.

In order to effect the termination of this Agreement by Seller or Buyer pursuant to Section 10.1, written notice thereof shall promptly be given by the terminating Party to the other Party, and this Agreement shall thereupon terminate, except for termination notice based on Section 10.1.6, which notice shall be provided in accordance with Section 7.2.4. This Agreement shall have no further force or effect, and all further obligations of the Parties under this Agreement shall terminate without further Liability of any Party to any other Party, except (a) that such termination shall not affect (i) any claim any Party may have for damages caused by any reason of, or relieve any Party from Liability for, any breach of this Agreement prior to termination, but excluded any Liability that is related to the Termination for Breach of PCC,  (ii) the provisions of Section 12.3 (Arbitration) and (iii) Section 12.12 (Confidentiality); and (b) the right of Buyer to receive the Refund from Seller as sole and exclusive remedy pursuant to Section 7.2.5 as a result of Termination for Breach of PCC pursuant to Section 10.1.6.”

Article 3

Miscellaneous

Section 3.1           The invalidity or nullity, in whole or in part, of any Section of this Amendment shall not affect other Sections, which shall continue to be valid and in effect.  In the event of any such invalidity or nullity, the Parties hereby undertake to negotiate, in the shortest period of time possible, as replacement for the invalid or null Section, the inclusion in this Amendment of valid terms and conditions that reflect the terms and conditions of the invalid or null Section, taking into consideration the intention and the purpose of the Parties at the time of the negotiation of the invalid or null Section and the context in which it appears.

Section 3.2                The Guarantors execute this Amendment for the sole purpose of Section 11.1 of the Original Agreement.

Section 3.3                This Amendment shall be governed by, enforced and interpreted in accordance with the laws of Brazil.

Section 3.4                 Any dispute, controversy or claim arising out of or relating to this Amendment will be solved by arbitration, in accordance with the provisions set forth in Section 12.3 of the Agreement.

IN WITNESS WHEREOF, the undersigned have caused their respective duly authorized representatives to execute this Amendment as of the day and year first above written.

[Remainder of Page Intentionally Left Blank]

EX-10.4

EXHIBIT 10.4

Second Amendment and Restatement of the
Shareholders' Agreement of
Nacional Minérios S.A.

This Second Amendment and Restatement of the Shareholders' Agreement of Nacional Minérios S.A. is entered into by and among:

I.as parties:

Companhia Siderúrgica Nacional, with head offices in the city of São Paulo, state of São Paulo, at Av. Brigadeiro Faria Lima 3400, 20 floor, enrolled with the Federal Taxpayer's Registry under N. 33.042.730/0001-04, herein represented in accordance with its by-laws ("CSN"); 

Brazil Japan Iron Ore Corporation, with its head office at Watanabe Bldg. 5F, 1-4-2, Minami-Aoyama Minato-ku, Tokyo, 107-0062, Japan, herein represented in accordance with its by-laws("Japanese SPC"); and

Posco, with its head office at 892 Daechi 4-dong Gangnam-gu, Seoul, 135-777, Korea, herein represented in accordance with its by-laws("Posco" and, together with the Japanese SPC, the "New Investor"); and

II.           as intervening party:

Nacional Minérios S.A.,with head offices in the city of Congonhas, state of Minas Gerais, at Logradouro Casa da Pedra, without number, part, enrolled with the Federal Taxpayer's Registry under N. 08.446.702/0001-05, herein represented in accordance with its by-laws ("Company"). 

(CSN and the New Investor jointly referred to as "Parties" or "Shareholders" and individually as "Party" or "Shareholder") 

Whereas:

(A)On December 30, 2008, the original shareholders of the Company entered into a shareholders' agreement to agree on principles, procedures and rules to govern their relationship as shareholders of the Company ("Original Shareholders' Agreement", as amended, the "Shareholders’ Agreement"); 

(B)Due to the delay on the implementation of the Company’s Long-Term Business Plan and the Mid-Term Business Plan (as defined in the Shareholders’ Agreement), the Parties have discussed in good faith certain adjustments to such plans; and

(C)The Parties have agreed on certain additional amendments to the Shareholders’ Agreement.

now, therefore, the Parties and the Company agree to enter into this "Second Amendment and Restatement of the Shareholders' Agreement of Nacional Minérios S.A." ("Second Amendment"), as follows:

Article 1
Amendments to the Shareholders' Agreement

1.1The Parties hereby, (i) pursuant to the shareholders meeting held on the date hereof approving the amendment to the Long-Term Business Plan and to the Mid-Term Business Plan, have decided to amend Exhibit 1.1 (Long-Term Business Plan) and Exhibit 11.1 (Mid-Term Business Plan) of the Shareholders Agreement which shall be replaced by Exhibit 1.1 and Exhibit 11.1 of this Second Amendment, and (ii) have also decided to include two new Exhibits to the Shareholders Agreement to (a) provide further details on the necessary steps for the achievement of the Long-Term Business Plan, in the form of Exhibit 1.1(a); and (b) provide guidelines to the Company and to the Shareholders with respect to funding plans of the Company for completion of its projects, in the form of Exhibit 1.1(b).  As a result of such, Sections 1.1 and 1.2 of the Shareholders’ Agreement are hereby amended and shall be read as follows:

"1.1        The Parties shall exercise their voting rights and controlling power so as to ensure that the activities of the Company comply with the following basic principles and premises:

(i)the management of the businesses of the Company shall be exercised by capable and experienced professionals, who must be duly qualified to hold their positions;

(ii)the strategic decisions of the Company shall procure the growth of its business, the development of new projects, and the maximization of the return of the investment made by its shareholders in compliance with prudent management practices;

(iii)the management (administração) of the Company shall always seek high levels of profitability, efficiency and competitiveness pursuant to applicable law; and

(iv)the basic guiding principles and premises set forth in Exhibit 1.1, Exhibit 1.1(a)  and Exhibit 1.1(b) attached hereto.

1.2.The Parties agree and acknowledge that Exhibit 1.1 attached hereto constitutes the Long-Term Business Plan (as defined below) of the Company approved by the Parties.  Subject to events not under reasonable control of the Parties, the Parties agree to cause the Company to construct the production facilities listed on such Exhibit 1.1, including the beneficiation plant and the pellet plants substantially in accordance with those descriptions.  In order to achieve the Long-Term Business Plan, the Parties shall endeavor their best efforts to cause the Company to comply with the guidelines and provisions set forth on Exhibit 1.1(a) and Exhibit 1.1(b), as they may be updated from time to time by the management of the Company, provided that such updates shall be in line in all aspects with the Long-Term Business Plan and the Mid-Term Business Plan."

1.2The Parties hereby decide to amend Section 2.5 of the Shareholders’ Agreement, which shall become effective as follows:

“2.5        The Parties agree that any and all Direct Transfers of Shares are hereby prohibited, except for:

(i)            direct purchases and sales of the Shares in accordance with Section III (Right of First Refusal);

(ii)           Direct Transfer of all or part of the Shares held by Posco to any third party, provided, however, that (1) Japanese SPC, one or more shareholders of the Japanese SPC (on the date hereof) and/or Posco shall hold, directly or indirectly, [●]¹ %[●]  of all Shares held by the New Investor on the date hereof, (2) such acquiring person adheres to this Shareholders' Agreement, and (3) be considered jointly with the Japanese SPC and/or Posco, if applicable, as one single Party for any and all purposes hereunder;

¹Text marked as [●] denotes CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

(iii)         Direct Transfer of Shares by and between Japanese SPC and Posco;

(iv)          Direct Transfer of Shares between a Party and any entity directly or indirectly Controlled by such Party, provided that,  (i) the transferring Party is, during all times, the direct and/or indirect owner of at least [●]% [●]  of voting and total capital stock of the acquirer, which shall remain during all times as the direct holder of all acquired Shares, and (ii) the acquirer adheres in writing to this Shareholders' Agreement, becoming a Party hereto and undertakes to comply with all obligations set forth herein; provided, however, that the transferring Party shall remain jointly and severally liable with respect to the obligations (including transfer restrictions) provided in this Shareholders' Agreement;

(v)           Direct Transfer of all but not less than all Shares from CSN to a subsidiary which is [●]  owned directly or indirectly by CSN for [●] provided, however, that the following material conditions are complied with: (1) CSN shall (a) remain, during all times prior to [●] or until the expiration of the Lockup Period (as defined in item (a) of Section 2.9), whichever occurs first, the direct or indirect owner (in the latter case exclusively through a subsidiary which is [●]  directly or indirectly owned by CSN [●]) of at least [●] of the voting and total capital stock of [●],  (b) remain, on and after [●]  until the expiration of the Lockup Period, the direct or indirect owner (in the latter case exclusively through a [●]) of more than [●] of the voting capital stock of [●], and (c) have the right prior, on and after [●]  until the expiration of the Lockup Period, [●]; provided that, in case of indirect ownership exclusively through a [●], such indirect ownership shall not adversely impact the existing rights of New Investor under this Shareholders’ Agreement or the NAMISA Transactional Documents (as defined below); (2) [●]  adheres in writing to this Shareholders' Agreement, becoming a Party hereto and undertakes to comply with all obligations from CSN set forth herein (including, without limitation, the Lockup Period), (3) this Shareholders’ Agreement is filed in the head office of [●] for the purpose of Article 118 of Law N. 6,404 of December 15, 1976, as amended and (4) this Shareholders' Agreement, the Share Purchase Agreement and Other Covenants entered into on October 21, 2008, by and among the New Investor, CSN and the Company,as amended (the “SPA”), the Operational Agreements (as defined in Section 9.1(iii) below), and any other agreement in respect of the Namisa project which the New Investor, the Company and CSN are parties and/or guarantors or any other agreement as expressly agreed between the Parties (the “NAMISA Transactional Documents”) shall be amended and reinstated only to include [●] as the party responsible for compliance with the obligations originally assumed by CSN therein in lieu of CSN, which shall remain jointly and severally liable with [●] in respect to such CSN's obligations (including transfer restrictions) provided in any of the NAMISA Transactional Documents; and

(vi)          as expressly provided for in Sections IV (Tag Along Rights), X (Put and Call – Disagreement) and XV (Put and Call – Default under the Shareholders’ Agreement and the Operational Agreements) (each such permitted Direct Transfer a "Permitted Transfer").  

2.5.1       For the purposes of this Shareholders' Agreement, "Direct Transfer" shall mean any direct sale, transfer, assignment, exchange, donation, increase of the capital stock of a company with, disposal of, cancellation or replacement of the Shares, with or without consideration therefor, foreclosure on a pledge (excussão de penhor ou caução), placement in trust (fideicomisso), or any other transaction (including, without limitation, any corporate restructuring event, such as spin-off, merger, amalgamation or drop down of assets) which results in the direct transfer of ownership of, and/or rights inherent to, the Shares.

2.5.2       Permitted Transfers may not be used to circumvent any of the provisions of this Shareholders' Agreement, including, but not limited to, the right of first refusal set forth in Section III and the tag along rights set forth in Section IV. 

2.5.3In addition to the provisions of Section 2.5(v) above, the Parties hereby acknowledge and agree that, in case CSN makes a Direct Transfer of its Shares to [●],  the following material conditions shall be further complied with:

(i)CSN shall transfer to [●]  the [●] and, upon such transfer, [●] shall be free to manage its own assets as it deems appropriate, except that (1) during all times [●] shall, directly or indirectly, hold one hundred percent (100%) of ownership of [●] and (2) until the expiration of the Lockup Period, [●]  shall maintain [●].  

(ii)CSN shall own, on and after [●] and until the expiration of the Lockup Period, directly or indirectly, (1) more than fifty percent (50%) of the voting capital stock of [●]  and (2) participation in the capital stock of [●]  that ensures CSN continues to have its current rights under the existing [●]; 

(iii)whenever CSN decides to [●], CSN shall (1) as soon as practicable, provide the New Investor with a written notice informing its decision to [●], (2) engage in good faith discussions with the New Investor, as a strategic partner of CSN in Namisa, on the details of  [●]  and on the New Investor’s concerns (if any), and (3) upon request from the New Investor, CSN shall discuss with the New Investor in good faith, [●],  provided, however, that any such discussion referred to in items (2) and (3) above shall not negatively impact [●]  and that nothing contained herein shall be interpreted as an obligation of the Parties to reach a final agreement on [●]; 

(iv)on and after [●], CSN shall not enter into and/or be a party to [●]  which negatively impacts the New Investor’s and/or the Company’s existing rights under the NAMISA Transactional Documents, the Mid-Term Business Plan and/or the Long-Term Business Plan; CSN shall use its best efforts, but not have the obligation, to avoid [●]  in relation to matters subject to [●]  under this Shareholders´ Agreement [●]; 

(v)[●]  shall not negatively impact the New Investor’s and/or the Company’s existing rights under the NAMISA Transactional Documents, the Mid-Term Business Plan and/or the Long-Term Business Plan;

(vi)[●] shall properly and accurately disclose the New Investor’s and the Company’s existing rights under the NAMISA Transactional Documents;

(vii)CSN´s preliminary target (but not obligation) shall be to own, directly or indirectly (provided that, in the latter case, exclusively through a [●]) (1), as a result of [●]  of the voting capital stock of [●], and (2) after the Lockup Period, [●]  of the voting capital stock of [●]. If by any reason (1) at the time of [●], CSN intends to hold [●] voting capital stock, directly or indirectly (provided that, in the latter case exclusively through a [●]); or (2) after the expiration of the Lockup Period [●]  voting capital stock, directly or indirectly (provided that, in the latter case exclusively through a [●]), CSN shall discuss in good faith with the New Investor any concerns that the New Investor may have in connection thereto; provided, however, that such discussion shall not negatively impact the timetable of any proposed transaction and that nothing contained herein shall be interpreted as an obligation of CSN;

(viii)as long as [●] to the expiration of the Lockup Period and without prejudice to the provisions of Section 2.5(v) above, if CSN decides to [●]  after the expiration of the Lockup Period) [●]  the New Investor shall have the right [●], in accordance with the provisions of Section 2.5.3.1 below. For purposes of this Shareholders’ Agreement, [●]  shall mean [●]  plus any other share of [●]; and (b) [●]. For purposes of this Shareholders’ Agreement, [●]  shall mean any company that is directly or indirectly [●]  (including but not limited to [●]  related thereto); and

(ix)notwithstanding the above, at the request of New Investor, CSN shall engage in good faith discussions with the New Investor for a [●]  to the New Investor [●]  under [●]  terms and conditions to be discussed between CSN and the New Investor, provided, however, that such discussion shall not negatively impact [●]  and that nothing contained herein shall be interpreted as an obligation of the Parties to [●]  to the New Investor.

2.5.3.1  As long as [●] to the expiration of the Lockup Period and without prejudice to the provisions of Section 2.5(v) and 2.5.3(vii) above, in case CSN decides to [●]  after the expiration of the Lockup Period) [●], it shall deliver a written notice (“[●]”) to that effect to the New Investor containing (i) CSN's intention to [●]; (ii) [●]; (iii) [●], which shall consist solely of [●]  (in the latter, based on an evaluation to be conducted by an independent first tier financial institution) to be [●]; and (iv) any other material terms of [●]  (including, without limitation, in case the [●] is comprised by [●]  setting forth the evaluation conducted by the independent first tier financial institution), and give the New Investor the [●], except if the [●] is comprised by [●]  the relevant evaluation conducted by the independent first tier financial institution, as set forth above.

2.5.3.1.1                               The [●]  shall be exercised by means of a written notice (“[●]”)  to be delivered by the New Investor within [●]  days from the date of receipt of the [●]. In case the New Investor does not deliver a [●]  as set forth in this Section within such [●]  day period, CSN may [●]  set forth in the [●]. The definitive agreement [●]  shall be executed within [●]  days from the final date for [●]. If the definitive agreements [●]  are not executed within such [●]-day period, or otherwise [●], for any reason whatsoever, [●]  set forth in this Section 2.5.3.1.

2.5.3.1.2                               If the New Investor exercises the [●]  as per this Section 2.5.3.1, it shall [●], in accordance with Section 2.5.3.1.

2.5.3.1.3                               If the New Investor exercises its [●]  pursuant to this Section, the New Investor, CSN and [●]  shall carry out any and all acts and execute any and all documents that may be necessary for the due performance of the transaction contemplated by this Section.

2.5.3.1.4                               For the avoidance of doubt, the [●]  pursuant to this Section 2.5.3.1 shall not be applicable in case (i) [●] the Lockup Period; and (ii) [●] the expiration of the Lockup Period.

2.5.3.1.5                               Any [●]  that violates this Shareholders' Agreement shall be null and void and of no effect with respect to [●]  or any Party.

2.5.3.2   For the avoidance of doubt, (a) the rights contained in Sections 2.5.3(ii) and (viii) shall not be applicable in case [●]  the Lockup Period; and (b) the rights contained in Sections 2.5.3(i), (iii), (iv), (v), (vi), (vii) and (ix) shall be applicable after the Lockup Period [●]  the Lockup Period.

1.3The Parties hereby decide to amend Section 2.9 of the Shareholders’ Agreement, which shall read as follows:

"2.9        Notwithstanding anything to the contrary set forth in this Shareholders' Agreement, (a) CSN acknowledges and agrees that except for any Permitted Transfer under Section 2.5(iv) or Section 2.5(v) above, it shall not make any Direct Transfer and/or Indirect Transfer of all or part of its Shares until the earlier of (i) December 31^st, 2017; or (ii) the completion of the construction of the second Pellet Plant by the Company (as contemplated in Exhibit 1.1) without the prior written consent of the New Investor (the “Lockup Period”); and (b) while CSN, directly or indirectly, is a shareholder of the Company, the New Investor agrees that it shall not make any Direct Transfer and/or Indirect Transfer of all or part of its Shares to Companhia Vale do Rio Doce (or any of its direct or indirect Controlled companies) or Banco Bradesco S.A. (or any of its direct or indirect Controlled or Controlling companies) at any time during the term of this Shareholders' Agreement without prior written consent of CSN."

1.4The Parties hereby decide to amend Section 9.1(iii) of the Shareholders’ Agreement, which shall read as follows:

“9.1 (…)

(iii)          approval of any amendment or change in any condition of the operational agreements of the Company and/or its Controlled subsidiaries (including the following agreements as defined in the SPA, as amended from time to time:[●]  (being (i) to (viii) collectively the "Operational Agreements") and (ix) [●], provided that the Directors appointed by CSN shall not have the right to vote in any such resolution if CSN has breached such operational agreements and has not cured such breach within the applicable grace period, in which case the Major Decision shall be taken by Company with the affirmative vote of all the remaining Directors;”

1.5The Parties hereby decide to amend Section 9.2(vi) of the Shareholders’ Agreement, which shall read as follows:

(vi)entry into, modification, renewal or termination of any transaction (including, without limitation, guarantee, security and/or indemnification) or agreement with or involving any Controlled subsidiary or Affiliate of the Company or any Shareholder (a “Related Party Agreement”) or the granting of any waiver, consent or forbearance under any Related Party Agreement, provided  that approval of such events shall not be unreasonably withheld, and provided further that the Directors appointed by the relevant related party shall not have the right to vote in any such resolution if such related party breached such Related Party Agreement and has not cured such breach within the applicable grace period;

1.6Considering that the Parties agree that the Annual Operating Budget should at all times reflect, be aligned with and allow the achievement by the Company of the Mid-Term Business Plan and the Long-Term Business Plan, the Parties hereby decide to include a new Section 11.1.3, which shall read as follows:

"11.1.3  Subject to Section 9.2(i), in case the Shareholders decide to (i) approve or amend the Annual Operating Budget; and/or (ii) approve or amend the Mid-Term Business Plan, the Shareholders shall, prior to such approval or amendment, discuss in good faith, based on the potential impacts to the Mid-Term Business Plan or Long-Term Business Plan expressly identified and presented by the management of the Company and/or by any Shareholder, if any amendment to the Mid-Term Business Plan or Long-Term Business Plan (as applicable) is necessary or not.  If the Shareholders conclude in good faith that it is necessary to amend the Mid-Term Business Plan or Long-Term Business Plan (as applicable) accordingly, the Shareholders shall, on the same date of the approval of the Annual Operating Budget or Mid-Term Business Plan or any amendment thereto (as applicable), also approve (pursuant to Section 9.2(i)) such amendment to the Mid-Term Business Plan and/or the Long Term Business Plan (as applicable) accordingly."

1.7The Parties hereby decide to include a new Section 12.1.3, which shall become effective as follows:

"12.1.3  It is hereby agreed that the Minimum Dividend may be reduced in a given fiscal year (exercício social) in the case the Board of Directors recommends, based on a major decision quorum as set forth in Section 9.1 above, that the Company will need additional funding to implement its projects or to carry on its businesses as described in the Mid-Term Business Plan and/or the Long-Term Business Plan.  In such case, the Shareholders shall discuss and determine, in good faith and upon mutual consent, whether or not to change the amount of the Minimum Dividend for that specific period."

1.8The Parties hereby decide to include a new Section 13.8, which shall become effective as follows:

“13.8     The Company shall deliver to each Shareholder a monthly report providing information in accordance with the template contained in Exhibit 13.8 in connection with the status of the implementation of the Long-Term Business Plan, as provided in Exhibit 1.1.”

1.9As a result of the amendments approved under this Second Amendment, and other amendments resulted from the First Amendment, the Parties hereby have decided to restate the Shareholders’ Agreement, which shall become effective in accordance with the restated shareholders agreement attached hereto as Exhibit 1.9. 

Article 2Miscellaneous

2.1          The articles and sections of the Shareholders’ Agreement which have not been amended by this Second Amendment shall remain in full force and effect, and the Shareholders’ Agreement, as amended by this Second Amendment, shall be binding upon the Parties and their successors.

2.2          The invalidity or nullity, in whole or in part, of any Section of this Second Amendment shall not affect other Sections, which shall continue to be valid and in effect.  In the event of any such invalidity or nullity, the Parties hereby undertake to negotiate, in the shortest period of time possible, as replacement for the invalid or null Section, the inclusion in this Second Amendment of valid terms and conditions that reflect the terms and conditions of the invalid or null Section, taking into consideration the intention and the purpose of the parties at the time of the negotiation of the invalid or null Section and the context in which it appears.

2.3          This Second Amendment shall be governed by, enforced and interpreted in accordance with the laws of Brazil.  For the purposes of article 118 of Law N. 6,404, of December 15, 1976, as amended, this Second Amendment shall be filed at the Company's head office.

2.4          Any dispute, controversy or claim arising out of or relating to this Amendment will be solved by arbitration, in accordance with the provisions set forth in Section 19.11 of the Shareholders’ Agreement.

In Witness Whereof, the Parties hereto, together with the intervening party, have caused this Second Amendment to be duly signed in 4 (four) counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same agreement, binding upon the Parties and the intervening party and their respective heirs and successors in the presence of the 2 (two) witnesses below.

São Paulo, June 30^th, 2011

[Signatures on the next pages]

EX-12.1

EXHIBIT 12.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Benjamin Steinbruch, certify that:

1.            I have reviewed this annual report on Form 20-F of Companhia Siderúrgica Nacional, as amended by this Amendment No. 1;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Dated: February 14, 2013
By	/s/ Benjamin Steinbruch
Name:	Benjamin Steinbruch
Title:	Chief Executive Officer

EX-12.2

EXHIBIT 12.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Rogério Leme Borges dos Santos, certify that:

1. I have reviewed this annual report on Form 20-F of Companhia Siderúrgica Nacional, as amended by this Amendment No. 1;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Dated: February 14, 2013
By	/s/ Rogério Leme Borges dos Santos
Name:	Rogério Leme Borges dos Santos
Title:	Controller / Principal Financial Officer