SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of January 2015
Commission File Number 001-15106
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
(Exact name of registrant as specified in its charter)
Brazilian Petroleum Corporation - PETROBRAS
(Translation of Registrant's name into English)
Avenida República
do Chile, 65
20031-912 - Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
.
Exhibits
Exhibit 4.1 – Seventh Supplemental Indenture
Exhibit 4.2 – Fourteenth Supplemental Indenture
Exhibit 4.3 – First Amendment to the Guaranties
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PETRÓLEO BRASILEIRO S.A--PETROBRAS
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| By: | /s/ Gustavo Tardin Barbosa | |
| Gustavo Tardin Barbosa | ||
| Executive Manager of Corporate Finance | ||
| Date: January 15, 2015 | ||
Exhibit 4.1
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE, effective as of December 28, 2014, by and among Petrobras International Finance Company S.A. , a public company limited by shares ( société anonyme ) duly redomiciled and validly existing under the laws of Luxembourg, having its registered office located at 40, Avenue Monterey, L-2163 Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B179383 (the “ Company ”), PETROBRAS GLOBAL FINANCE B.V., a private company incorporated with limited liability under the laws of The Netherlands (the “ Successor Company ”), having its corporate seat at Rotterdam, The Netherlands and its principal office at Weenapoint Toren A, Weena 722, 3014 DA Rotterdam, The Netherlands, THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee hereunder (the “ Trustee ”), and Petróleo Brasileiro S.A. – Petrobras, a mixed capital company ( sociedade de economia mista ) organized under the laws of Brazil, having its principal office at Avenida República do Chile, 65, 20035-900 Rio de Janeiro – RJ, Brazil (“ Petrobras ”).
W I T N E S S E T H:
WHEREAS , the Company and the Trustee previously have entered into an indenture, dated as of July 19, 2002 (the “ Original Indenture ”);
WHEREAS , the Company migrated from the Cayman Islands to Luxembourg on August 9, 2013, through a simultaneous de-registration in the Cayman Islands and registration by way of continuation in Luxembourg. Upon the completion of the migration, the Company’s name changed from “Petrobras International Finance Company” to “Petrobras International Finance Company S.A”;
WHEREAS , the Original Indenture was supplemented by each of (i) the Amended and Restated Third Supplemental Indenture, dated as of March 25, 2013 (the “ Amended and Restated Third Supplemental Indenture ”) with respect to the U.S.$750,000,000 8.375% Global Notes due 2018 (the “ 2018 Notes ”); (ii) the Amended and Restated Fifth Supplemental Indenture, dated as of March 31, 2010 (the “ Amended and Restated Fifth Supplemental Indenture ”) with respect to the U.S.$500,000,000 6.125% Global Notes due 2016 (the “ Original 2016 Notes ”) and an additional issuance of U.S.$399,053,000 6.125% Global Notes due 2016 (the “ Reopening 2016 Notes ,” and together with the Original 2016 Notes, the “ 2016 Notes ”); and (iii) the Sixth Supplemental Indenture, dated as of February 10, 2012 (the “ Sixth Supplemental Indenture ,” and together with the Amended and Restated Third Supplemental Indenture and the Amended and Restated Fifth Supplemental Indenture, the “ Supplemental Indentures ,” and together with the Original Indenture, the “ Indenture ”) with respect to the 2018 Notes and the 2016 Notes (together, the “ Notes ”);
WHEREAS the Successor Company desires to assume the obligations of the Company under the Indenture as result of a merger as provided for in, and permitted by, the Indenture;
WHEREAS , the Successor Company and Petrobras confirm that any and all conditions and requirements necessary to make this Seventh Supplemental Indenture a valid, binding, and
legal instrument in accordance with the terms of the Indenture have been performed and fulfilled and the execution and delivery of this Seventh Supplemental Indenture has been in all respects duly authorized;
WHEREAS , pursuant to Section 9.01 of the Original Indenture, the Trustee is authorized to execute and deliver this Seventh Supplemental Indenture; and
WHEREAS , the Successor Company and Petrobras have requested that the Trustee execute and deliver this Seventh Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Successor Company, Petrobras and the Trustee hereby agree, for the equal and ratable benefit of all Holders, as follows:
Article 1
ASSUMPTION OF INDENTURE OBLIGATIONS
Section 1.01. The Successor Company, pursuant to clause (1) of Section 8.01 of the Indenture, hereby assumes all of the obligations of the Company under the Indenture, and the term “Company” or “Petrobras International Finance Company” as used in the Indenture shall, from and after the date hereof, mean and refer to the Successor Company.
Article 2
MISCELLANEOUS
Section 2.01. Effect of the Seventh Supplemental Indenture. This Seventh Supplemental Indenture supplements the Original Indenture and shall be a part, and subject to all the terms, thereof. The Original Indenture, as supplemented and amended by this Seventh Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. This Seventh Supplemental Indenture supplements each of the Supplemental Indentures and shall be a part, and subject to all the terms of each of such Supplemental Indentures. Each Supplemental Indenture, as supplemented and amended by this Seventh Supplemental Indenture, is in all respects ratified and confirmed, and each of the Supplemental Indentures and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Seventh Supplemental Indenture supersede any conflicting provisions included in the Original Indenture and the Supplemental Indentures unless not permitted by law. The Trustee accepts the trusts created by the Original Indenture, as supplemented by this Seventh Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Original Indenture, as supplemented by this Seventh Supplemental Indenture.
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Section 2.02. Governing Law . This Seventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 2.03. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, enforceability or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Successor Company and Petrobras.
Section 2.04. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of this Seventh Supplemental Indenture.
Section 2.05. Counterparts. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement.
Section 2.06. Additional Trustee Provisions.
(a) The permissive rights of the Trustee enumerated herein shall not be construed as duties.
(b) In no event shall the Trustee be responsible or liable for special, indirect, punitive 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.
(c) Notwithstanding anything herein to the contrary neither the Trustee nor any of its the agents shall incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee or its respective agent, as applicable, (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, fire, riot, strikes or work stoppages for any reason, embargos, government action or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).
Section 2.07. Waiver of Jury Trial. 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 THE INDENTURE OR THE NOTES.
[SIGNATURE PAGE TO FOLLOW IMMEDIATELY]
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IN WITNESS WHEREOF, the parties have caused this Seventh Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
| PETROBRAS INTERNATIONAL FINANCE COMPANY S.A. | ||
| By: | /s/ Alessandra Cordeiro | |
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Name:
Alessandra Cordeiro
Title: Debt Back-Office |
||
| PETROBRAS GLOBAL FINANCE B.V. | ||
| By: | /s/ Larry Carris Cardoso | |
|
Name:
Larry Carris Cardoso
Title: General Manager - Corporate Finance |
||
| PETRÓLEO BRASILEIRO S.A.—PETROBRAS | ||
| By: | /s/ Gustavo Tardin Barbosa | |
|
Name:
Gustavo Tardin Barbosa
Title: Executive Manager of Corporate Finance |
||
WITNESSES:
1. /s/ Guilherme Rajime T. Saraiva
Name: Guilherme Rajime T. Saraiva
International Capital Market Coordinator
2. /s/ Bianca Nasser Patrocínio
Name: Bianca Nasser Patrocínio
Manager – Corporate Finance
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Catherine F. Donohue | |
|
Name:
Catherine F. Donohue
Title: Vice President |
||
WITNESSES:
1. /s/ Stacey B. Poindexter
Name: Stacey B. Poindexter
Vice President
2. /s/ Thomas Hacker
Name: Thomas Hacker
Vice President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 28th day of December 2014, before me, a notary public within and for said county, personally appeared Catherine F. Donohue, to me personally known, who being duly sworn, did say that she is a Vice President of The Bank of New York Mellon, one of the persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said entity.
On this 28th day of December 2014, before me personally came Stacey B. Poindexter and Thomas Hacker to me personally known, who being duly sworn, did say that they signed their names to the foregoing instrument as witnesses.
[Notarial Seal]
/s/ Danny Lee
Notary Public
COMMISSION EXPIRES
Danny Lee, Notary Public
State of New York, NO. 01LE6161129
Qualified in New York County
Commission Expires February 20, 2015
Exhibit 4.2
FOURTEENTH SUPPLEMENTAL INDENTURE
FOURTHEENTH SUPPLEMENTAL INDENTURE, effective as of December 28, 2014, by and among Petrobras International Finance Company S.A. , a public company limited by shares ( société anonyme ) duly redomiciled and validly existing under the laws of Luxembourg, having its registered office located at 40, Avenue Monterey, L-2163 Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B179383 (the “ Company ”), PETROBRAS GLOBAL FINANCE B.V., a private company incorporated with limited liability under the laws of The Netherlands (the “Successor Company ”), having its corporate seat at Rotterdam, The Netherlands and its principal office at Weenapoint Toren A, Weena 722, 3014 DA Rotterdam, The Netherlands, THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee hereunder (the “ Trustee ”), and Petróleo Brasileiro S.A. – Petrobras, a mixed capital company ( sociedade de economia mista ) organized under the laws of Brazil, having its principal office at Avenida República do Chile, 65, 20035-900 Rio de Janeiro – RJ, Brazil (“ Petrobras ”).
W I T N E S S E T H:
WHEREAS , the Company and the Trustee previously have entered into an indenture, dated as of December 15, 2006 (the “ Original Indenture ”);
WHEREAS , the Company migrated from the Cayman Islands to Luxembourg on August 9, 2013, through a simultaneous de-registration in the Cayman Islands and registration by way of continuation in Luxembourg. Upon the completion of the migration, the Company’s name changed from “Petrobras International Finance Company” to “Petrobras International Finance Company S.A”;
WHEREAS , the Original Indenture was supplemented by each of (i) the Amended and Restated First Supplemental Indenture, dated as of March 31, 2010 (the “ Amended and Restated First Supplemental Indenture ”) with respect to the U.S.$1,000,000,000 5.875% Global Notes due 2018 (the “ Original 2018 Notes ”) and an additional issuance of U.S.$750,000,000 5.875% Global Notes due 2018 (the “ Reopening 2018 Notes ,” and together with the Original 2018 Notes, the “ 2018-1 Notes ”); (ii) the Amended and Restated Second Supplemental Indenture, dated as of July 9, 2009 (the “ Amended and Restated Second Supplemental Indenture ”) with respect to the U.S.$1,500,000,000 7.875% Global Notes due 2019 (the “ Original 2019 Notes ”) and an additional issuance of U.S.$1,250,000,000 7.875% Global Notes due 2019 (the “ Reopening 2019 Notes ,” and together with the Original 2019 Notes, the “ 2019 Notes ”); (iii) the Third Supplemental Indenture, dated as of October 30, 2009 (the “ Third Supplemental Indenture ”) with respect to the U.S.$2,500,000,000 5.75% Global Notes due 2020 (the “ 2020 Notes ”); (iv) the Fourth Supplemental Indenture, dated as of October 30, 2009 (the “ Fourth Supplemental Indenture ”) with respect to the U.S.$1,500,000,000 6.875% Global Notes due 2040 (the “ 2040 Notes ”); (v) the Fifth Supplemental Indenture, dated as of January 27, 2011 (the “ Fifth Supplemental Indenture ”) with respect to the U.S.$2,500,000,000 3.875% Global Notes due 2016 (the “ 2016 Notes ”); (vi) the Amended and Restated Sixth Supplemental Indenture, dated
as of February 6, 2012 (the “ Amended and Restated Sixth Supplemental Indenture ”) with respect to the U.S.$2,500,000,000 5.375% Global Notes due 2021 (the “ Original 2021 Notes ”) and an additional issuance of U.S.$2,750,000,000 5.375% Global Notes due 2021 (the “ Reopening 2021 Notes ,” and together with the Original 2021 Notes, the “ 2021 Notes ”); (vii) the Amended and Restated Seventh Supplemental Indenture, dated as of February 6, 2012 (the “ Amended and Restated Seventh Supplemental Indenture ”) with respect to the U.S.$1,000,000,000 6.750% Global Notes due 2041 (the “ Original 2041 Notes ”) and an additional issuance of U.S.$1,250,000,000 6.750% Global Notes due 2041 (the “ Reopening 2041 Notes ,” and together with the Original 2041 Notes, the “ 2041 Notes ”); (viii) the Eighth Supplemental Indenture, dated as of December 9, 2011 (the “ Eighth Supplemental Indenture ”) with respect to the €1,250,000,000 4.875% Global Notes due 2018 (the “ 2018-2 Notes ”); (ix) the Ninth Supplemental Indenture, dated as of December 9, 2011 (the “ Ninth Supplemental Indenture ”) with respect to the €600,000,000 5.875% Global Notes due 2022 (the “ 2022 Notes ”); (x) the Tenth Supplemental Indenture, dated as of December 12, 2011 (the “ Tenth Supplemental Indenture ”) with respect to the £700,000,000 6.250% Global Notes due 2026 (the “ 2026 Notes ”); (xi) the Eleventh Supplemental Indenture, dated as of February 6, 2012 (the “ Eleventh Supplemental Indenture ”) with respect to the U.S.$1,250,000,000 2.875% Global Notes due 2015 (the “ 2015 Notes ”); (xii) the Twelfth Supplemental Indenture, dated as of February 6, 2012 (the “ Twelfth Supplemental Indenture ”) with respect to the U.S.$1,750,000,000 3.500% Global Notes due 2017 (the “ 2017 Notes ”); and (xiii) the Thirteenth Supplemental Indenture, dated as of February 10, 2012 (the “ Thirteenth Supplemental Indenture ,” and together with the Amended and Restated First Supplemental Indenture, the Amended and Restated Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Amended and Restated Sixth Supplemental Indenture, the Amended and Restated Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh Supplemental Indenture and the Twelfth Supplemental Indenture, the “ Supplemental Indentures ,” and together with the Original Indenture, the “ Indenture ”) with respect to the 2018-1 Notes, the 2019 Notes, the 2020 Notes, the 2040 Notes, the 2016 Notes, the 2021 Notes, the 2041 Notes, the 2018-2 Notes, the 2022 Notes, the 2026 Notes, the 2015 Notes and the 2017 Notes (together, the “ Notes ”);
WHEREAS the Successor Company desires to assume the obligations of the Company under the Indenture as result of a merger as provided for in, and permitted by, the Indenture;
WHEREAS , the Successor Company and Petrobras confirm that any and all conditions and requirements necessary to make this Fourteenth Supplemental Indenture a valid, binding, and legal instrument in accordance with the terms of the Indenture have been performed and fulfilled and the execution and delivery of this Fourteenth Supplemental Indenture has been in all respects duly authorized;
WHEREAS , pursuant to Section 9.01 of the Original Indenture, the Trustee is authorized to execute and deliver this Fourteenth Supplemental Indenture; and
WHEREAS , the Successor Company and Petrobras have requested that the Trustee execute and deliver this Fourteenth Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Successor Company, Petrobras and the Trustee hereby agree, for the equal and ratable benefit of all Holders, as follows:
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Article 1
ASSUMPTION OF INDENTURE OBLIGATIONS
Section 1.01. The Successor Company, pursuant to clause (1) of Section 8.01 of the Indenture, hereby assumes all of the obligations of the Company under the Indenture, and the term “Company” or “Petrobras International Finance Company” as used in the Indenture shall, from and after the date hereof, mean and refer to the Successor Company.
Article 2
MISCELLANEOUS
Section 2.01. Effect of the Fourteenth Supplemental Indenture. This Fourteenth Supplemental Indenture supplements the Original Indenture and shall be a part, and subject to all the terms, thereof. The Original Indenture, as supplemented and amended by this Fourteenth Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture and this Fourteenth Supplemental Indenture shall be read, taken and construed as one and the same instrument. This Fourteenth Supplemental Indenture supplements each of the Supplemental Indentures and shall be a part, and subject to all the terms of each of such Supplemental Indentures. Each Supplemental Indenture, as supplemented and amended by this Fourteenth Supplemental Indenture, is in all respects ratified and confirmed, and each of the Supplemental Indentures and this Fourteenth Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Fourteenth Supplemental Indenture supersede any conflicting provisions included in the Original Indenture and the Supplemental Indentures unless not permitted by law. The Trustee accepts the trusts created by the Original Indenture, as supplemented by this Fourteenth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Original Indenture, as supplemented by this Fourteenth Supplemental Indenture.
Section 2.02. Governing Law . This Fourteenth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 2.03. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, enforceability or sufficiency of this Fourteenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Successor Company and Petrobras.
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Section 2.04. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of this Fourteenth Supplemental Indenture.
Section 2.05. Counterparts. The parties may sign any number of copies of this Fourteenth Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement.
Section 2.06. Additional Trustee Provisions.
(a) The permissive rights of the Trustee enumerated herein shall not be construed as duties.
(b) In no event shall the Trustee be responsible or liable for special, indirect, punitive 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.
(c) Notwithstanding anything herein to the contrary neither the Trustee nor any of its the agents shall incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee or its respective agent, as applicable, (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, fire, riot, strikes or work stoppages for any reason, embargos, government action or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).
Section 2.07. Waiver of Jury Trial. 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 THE INDENTURE OR THE NOTES.
[SIGNATURE PAGE TO FOLLOW IMMEDIATELY]
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IN WITNESS WHEREOF, the parties have caused this Fourteenth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
| PETROBRAS INTERNATIONAL FINANCE COMPANY S.A. | ||
| By: | /s/ Alessandra Cordeiro | |
|
Name:
Alessandra Cordeiro
Title: Debt Back-Office |
||
| PETROBRAS GLOBAL FINANCE B.V. | ||
| By: | /s/ Larry Carris Cardoso | |
|
Name:
Larry Carris Cardoso
Title: General Manager - Corporate Finance |
||
| PETRÓLEO BRASILEIRO S.A.—PETROBRAS | ||
| By: | /s/ Gustavo Tardin Barbosa | |
|
Name:
Gustavo Tardin Barbosa
Title: Executive Manager of Corporate Finance |
||
WITNESSES:
1. /s/ Guilherme Rajime T. Saraiva
Name: Guilherme Rajime T. Saraiva
International Capital Market Coordinator
2. /s/ Bianca Nasser Patrocínio
Name: Bianca Nasser Patrocínio
Manager – Corporate Finance
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Catherine F. Donohue | |
|
Name:
Catherine F. Donohue
Title: Vice President |
||
WITNESSES:
1. /s/ Stacey B. Poindexter
Name: Stacey B. Poindexter
Vice President
2. /s/ Thomas Hacker
Name: Thomas Hacker
Vice President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 28th day of December 2014, before me, a notary public within and for said county, personally appeared Catherine F. Donohue, to me personally known, who being duly sworn, did say that she is a Vice President of The Bank of New York Mellon, one of the persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said entity.
On this 28th day of December 2014, before me personally came Stacey B. Poindexter and Thomas Hacker to me personally known, who being duly sworn, did say that they signed their names to the foregoing instrument as witnesses.
[Notarial Seal]
/s/ Danny Lee
Notary Public
COMMISSION EXPIRES
Danny Lee, Notary Public
State of New York, NO. 01LE6161129
Qualified in New York County
Commission Expires February 20, 2015
Exhibit 4.3
FIRST AMENDMENT TO THE GUARANTIES
This first amendment, dated as of December 28, 2014 (the “ First Amendment ”) to each of the Guaranties (as defined below), between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Guarantor”), a sociedade de economia mista organized and existing under the laws of the Federative Republic of Brazil (“ Brazil ”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (the “ Trustee ”), as trustee for the holders of each series of Notes (as defined below) issued by Petrobras International Finance Company S.A. (the “ Current Issuer ,” as the successor of Petrobras International Finance Company) pursuant to the corresponding Indenture. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranties.
WITNESSETH:
WHEREAS, the Current Issuer is a wholly-owned Subsidiary of the Guarantor, and it was formerly incorporated with limited liability under the laws of the Cayman Islands and is now duly redomiciled and validly existing under the laws of Luxembourg, having its registered office located at 40, Avenue Monterey, L-2163 Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B179383;
WHEREAS, Petrobras Global Finance B.V., a private company incorporated with limited liability under the laws of The Netherlands (the “ Successor Company ”), having its corporate seat at Rotterdam, The Netherlands and its principal office at Weenapoint Toren A, Weena 722, 3014 DA Rotterdam, The Netherlands, desires to assume the obligations of the Current Issuer in accordance with the relevant Indenture for each series of Notes on the date hereof in connection with the merger of the Current Issuer into the Successor Company;
WHEREAS, the Guarantor and the Trustee have previously entered into (i) the Amended and Restated Guaranty, dated as of February 10, 2012 (the “ Amended and Restated 2018-1 Guaranty ”) with respect to the U.S.$750,000,000 8.375% Global Notes due 2018 (the “ 2018-1 Notes ”); (ii) the Amended and Restated Guaranty, dated as of February 10, 2012 (the “ Amended and Restated 2016-1 Guaranty ”, and together with the Amended and Restated 2018-1 Guaranty, the “ Guaranties for 2002 Base Indenture Notes ”) with respect to the U.S.$500,000,000 6.125% Global Notes due 2016 (the “ Original 2016-1 Notes ”) and an additional issuance of U.S.$399,053,000 6.125% Global Notes due 2016 (the “ Reopening 2016-1 Notes ,” and together with the Original 2016 Notes, the “ 2016-1 Notes ”); (iii) the Amended and Restated Guaranty, dated as of July 9, 2009 (the “ Amended and Restated 2019 Guaranty ”) with respect to the U.S.$1,500,000,000 7.875% Global Notes due 2019 (the “ Original 2019 Notes ”) and an additional issuance of U.S.$1,250,000,000 7.875% Global Notes due 2019 (the “ Reopening 2019 Notes ,” and together with the Original 2019 Notes, the “ 2019 Notes ”); (iv) the Guaranty, dated as of October 30, 2009 (the “ 2020 Guaranty ”) with respect to the U.S.$2,500,000,000 5.75% Global Notes due 2020 (the “ 2020 Notes ”); (v) the Guaranty, dated as of October 30, 2009 (the “ 2040 Guaranty ”) with respect to the U.S.$1,500,000,000 6.875% Global Notes due 2040 (the “ 2040 Notes ”); (vi) the Guaranty, dated as of January 27, 2011 (the “ 2016-2 Guaranty ”) with respect to the U.S.$2,500,000,000 3.875% Global Notes due 2016 (the “ 2016-2 Notes ”); (vii) the Amended and Restated Guaranty, dated as of February 6, 2012 (the “ Amended and Restated 2021 Guaranty ”) with respect to the U.S.$2,500,000,000 5.375% Global Notes due 2021 (the
“ Original 2021 Notes ”) and an additional issuance of U.S.$2,750,000,000 5.375% Global Notes due 2021 (the “ Reopening 2021 Notes ,” and together with the Original 2021 Notes, the “ 2021 Notes ”); (viii) the Amended and Restated Guaranty, dated as of February 6, 2012 (the “ Amended and Restated 2041 Guaranty ”) with respect to the U.S.$1,000,000,000 6.750% Global Notes due 2041 (the “ Original 2041 Notes ”) and an additional issuance of U.S.$1,250,000,000 6.750% Global Notes due 2041 (the “ Reopening 2041 Notes ,” and together with the Original 2041 Notes, the “ 2041 Notes ”); (ix) the Guaranty, dated as of December 9, 2011 (the “ 2018-2 Guaranty ”) with respect to the €1,250,000,000 4.875% Global Notes due 2018 (the “ 2018-2 Notes ”); (x) the Guaranty, dated as of December 9, 2011 (the “ 2022 Guaranty ”) with respect to the €600,000,000 5.875% Global Notes due 2022 (the “ 2022 Notes ”); (xi) the Guaranty, dated as of December 12, 2011 (the “ 2026 Guaranty ”) with respect to the £700,000,000 6.250% Global Notes due 2026 (the “ 2026 Notes ”); (xii) the Guaranty, dated as of February 6, 2012 (the “ 2015 Guaranty ”) with respect to the U.S.$1,250,000,000 2.875% Global Notes due 2015 (the “ 2015 Notes ”); (xiii) the Guaranty, dated as of February 6, 2012 (the “ 2017 Guaranty ”) with respect to the U.S.$1,750,000,000 3.500% Global Notes due 2017 (the “ 2017 Notes ”); (xiv) the Amended and Restated Guaranty, dated as of February 10, 2012 (the “ Amended and Restated 2018-3 Guaranty ”) with respect to the U.S.$1,000,000,000 5.875% Global Notes due 2018 (the “Original 2018-3 Notes ”) and an additional issuance of U.S.$750,000,000 5.875% Global Notes due 2018 (the “ Reopening 2018-3 Notes ,” and together with the Original 2018-3 Notes, the “ 2018-3 Notes ”); and together with the Amended and Restated 2019 Guaranty, the 2020 Guaranty, the 2040 Guaranty, the 2016-2 Guaranty, the Amended and Restated 2021 Guaranty, the Amended and Restated 2041 Guaranty, the 2018-2 Guaranty, the 2022 Guaranty, the 2026 Guaranty, the 2015 Guaranty and the 2017 Guaranty , the “ Guaranties for 2006 Base Indenture Notes ,” and together with the Guaranties for 2002 Base Indenture Notes, each a “ Guaranty ” and collectively, the “ Guaranties ”); with respect to the 2018-1 Notes, 2016-1 Notes, 2019 Notes, the 2019 Notes, the 2020 Notes, the 2040 Notes, the 2016-2 Notes, the 2021 Notes, the 2041 Notes, the 2018-2 Notes, the 2022 Notes, the 2026 Notes, the 2015 Notes, the 2017 Notes and the 2018-3 Notes (together, the “ Notes ”);
WHEREAS, the Guarantor is willing to enter into this First Amendment in order to reaffirm its irrevocable and unconditional guaranty of each series of Notes in accordance with the terms of each Guaranty corresponding to such series of Notes;
WHEREAS, the Guarantor confirms that any and all conditions and requirements necessary to make this First Amendment a valid, binding, and legal instrument in accordance with the terms of the Guaranties have been performed and fulfilled and the execution and delivery of this First Amendment has been in all respects duly authorized;
WHEREAS, pursuant to the terms of the Guaranties, including (i) Section 9 (Amendments, Etc.) under each of the Guaranties for 2002 Base Indenture Notes and (ii) Section 8 (Amendments, Etc.) under each of the Guaranties for 2006 Base Indenture Notes, the Trustee is authorized to execute and deliver this First Amendment; and
WHEREAS, each of the parties hereto is entering into this First Amendment for the benefit of the other party and for the equal and ratable benefit of the Noteholders.
NOW, THEREFORE, the Guarantor and Successor Company hereby agree as follows:
| 2 |
SECTION 1. The term “Issuer” as defined in the first WHEREAS clause of each Guaranty (“Petrobras International Finance Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned Subsidiary of the Guarantor (the “Issuer”)”) shall be replaced in its entirely with the following: “Petrobras Global Finance B.V., a private company incorporated with limited liability under the laws of The Netherlands and a wholly-owned Subsidiary of the Guarantor (the “Issuer”) and its successors.” Each reference to the “Issuer” in each Guaranty shall be deemed to refer to the Successor Company.
SECTION 2. Except for the changes set forth in Section 1 above, each Guaranty shall remain in full force and effect.
SECTION 3. The terms of the Guaranties with respect to “Governing Law; Jurisdiction; Waiver of Immunity, Etc.” set forth in (i) Section 16 of each of the Guaranties for 2002 Base Indenture Notes and (ii) Section 15 of each of the Guaranties for 2006 Base Indenture Notes, shall apply to this First Amendment.
SECTION 4. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, enforceability or sufficiency of this First Amendment or for or in respect of the recitals contained herein, all of which are made solely by the Guarantor.
[SIGNATURE ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Guarantor and the Trustee have duly executed this First Amendment to each Guaranty as of the day and year first above written.
| PETRÓLEO BRASILEIRO S.A.—PETROBRAS | ||
| By: | /s/ Gustavo Tardin Barbosa | |
|
Name:
Gustavo Tardin Barbosa
Title: Executive Manager of Corporate Finance |
||
WITNESSES:
| 1. /s/ Guilherme Rajime T. Saraiva |
|
Name: Guilherme Rajime T. Saraiva International Capital Market Coordinator
|
| 2. /s/ Bianca Nasser Patrocínio |
|
Name: Bianca Nasser Patrocínio Manager – Corporate Finance |
ACKNOWLEDGED:
THE BANK OF NEW YORK MELLON, as Trustee and not in its individual capacity
| By: | /s/ Catherine F. Donohue | |
|
Name:
Catherine F. Donohue
Title: Vice President |
||
WITNESSES:
1. /s/ Stacey B. Poindexter
Name: Stacey B. Poindexter
Vice President
2. /s/ Thomas Hacker
Name: Thomas Hacker
Vice President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 28th day of December 2014, before me, a notary public within and for said county, personally appeared Catherine F. Donohue, to me personally known, who being duly sworn, did say that she is a Vice President of The Bank of New York Mellon, one of the persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said entity.
On this 28th day of December 2014, before me personally came Stacey B. Poindexter and Thomas Hacker to me personally known, who being duly sworn, did say that they signed their names to the foregoing instrument as witnesses.
[Notarial Seal]
/s/ Danny Lee
Notary Public
COMMISSION EXPIRES
Danny Lee, Notary Public
State of New York, NO. 01LE6161129
Qualified in New York County
Commission Expires February 20, 2015