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The information in this prospectus supplement and the accompanying prospectus is not complete and may be changed. This prospectus supplement and accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Registration Statements Nos. 333-139459 and 333-139459-01
(To Prospectus dated December 18, 2006)
Per Note | Total | |||||||
Initial price to the public(1) | % | U.S.$ | ||||||
Underwriting discount | % | U.S.$ | ||||||
Proceeds, before expenses, to PifCo | % | U.S.$ |
(1) | Plus accrued interest totaling U.S.$ , or U.S.$ per U.S.$1,000 principal amount of notes offered by this prospectus supplement, from February 11, 2009 to, but not including, July , 2009, the date PifCo expects to deliver the notes, and any additional interest, if any, from July , 2009. |
Citi | HSBC | J.P.Morgan | Santander Investment |
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About This Prospectus | 2 | |||
Forward-Looking Statements | 3 | |||
Petrobras and PifCo | 4 | |||
The Securities | 5 | |||
Legal Ownership | 5 | |||
Description of Debt Securities | 8 | |||
Description of Mandatory Convertible Securities | 24 | |||
Description of Warrants | 25 | |||
Description of the Standby Purchase Agreements | 31 | |||
Description of the Guarantees | 38 | |||
Description of American Depositary Receipts | 40 | |||
Form of Securities, Clearing and Settlement | 48 | |||
Plan of Distribution | 53 | |||
Expenses of the Issue | 54 | |||
Experts | 54 | |||
Validity of Securities | 55 | |||
Enforceability of Civil Liabilities | 55 | |||
Where You Can Find More Information | 57 | |||
Incorporation of Certain Documents by Reference | 58 |
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• | regional marketing and expansion strategy; | ||
• | drilling and other exploration activities; | ||
• | import and export activities; | ||
• | projected and targeted capital expenditures and other costs, commitments and revenues; | ||
• | liquidity; and | ||
• | development of additional revenue sources. |
• | our ability to obtain financing; | ||
• | general economic and business conditions, including crude oil and other commodity prices, refining margins and prevailing exchange rates; | ||
• | global economic conditions and the current global credit crisis; | ||
• | our ability to find, acquire or gain access to additional reserves and to successfully develop our current ones; | ||
• | uncertainties inherent in making estimates of our oil and gas reserves including recently discovered oil and gas reserves; | ||
• | competition; | ||
• | technical difficulties in the operation of our equipment and the provision of our services; | ||
• | changes in, or failure to comply with, laws or regulations; | ||
• | receipt of governmental approvals and licenses; | ||
• | international and Brazilian political, economic and social developments; | ||
• | military operations, acts of terrorism or sabotage, wars or embargoes; | ||
• | the cost and availability of adequate insurance coverage; and | ||
• | other factors discussed below under “Risk Factors.” |
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Petróleo Brasileiro S.A.—PETROBRAS
Avenida República do Chile, 65 — 22nd Floor
20031-912 — Rio de Janeiro — RJ, Brazil
Telephone: (55-21) 3224-1510/3224-9947
Email: petroinvest@petrobras.com.br
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• | Petrobras Europe Limited, or PEL, a United Kingdom company that acts as an agent and advisor in connection with Petrobras’ activities in Europe, the Middle East, the Far East and North Africa; | ||
• | Petrobras Finance Limited, or PFL, a Cayman Islands company that carries out a financing program supported by future sales of fuel oil; | ||
• | Bear Insurance Company Limited, or BEAR, a Bermuda company that contracts insurance for Petrobras and its subsidiaries; and | ||
• | Petrobras Singapore Private Limited, or PSPL, a company incorporated in Singapore to trade crude oil and oil products in connection with our trading activities in Asia. |
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• | Exploration and Production—This segment encompasses oil and gas exploration, development and production activities in Brazil, sales and transfers of crude oil in domestic and foreign markets, transfers of natural gas to the Gas and Energy segment and sales of oil products produced at natural gas processing plants. | ||
• | Supply—This segment comprises Petrobras’ downstream activities in Brazil, including refining, logistics, transportation, export and purchase of crude oil, as well as the purchase and sale of oil products and ethanol. Additionally, this segment includes the petrochemical and fertilizers division, which includes investments in domestic petrochemical companies and two domestic fertilizer plants. | ||
• | Distribution—This segment encompasses the oil product and ethanol distribution activities conducted by Petrobras’ majority owned subsidiary, Petrobras Distribuidora S.A.—BR, in Brazil. | ||
• | Gas and Energy—This segment consists primarily of the purchase, sale and transportation and distribution of natural gas produced in or imported into Brazil. This segment also includes Petrobras’ participation in domestic natural gas transportation, natural gas distribution and thermoelectric power generation. | ||
• | International—This segment comprises Petrobras’ international activities conducted in 23 countries, which include Exploration and Production, Supply (refining, petrochemicals and fertilizers), Distribution and Gas and Energy. | ||
• | Corporate—This segment includes financing activities not attributable to other segments, including corporate financial management, central administrative overhead and actuarial expenses related to Petrobras’ pension and health care plans for non-active participants. |
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Issuer | Petrobras International Finance Company, or “PifCo.” | |
The Notes | U.S.$ aggregate principal amount of 7.875% Global Notes due March 15, 2019, or the “notes.” | |
Closing Date | July , 2009 | |
Maturity Date | March 15, 2019 | |
Fungibility | The notes will be consolidated, form a single series, and be fully fungible with PifCo’s outstanding U.S.$1,500,000,000 7.875% Global Notes due 2019 issued on February 11, 2009 (Common Code 041298995, ISIN US71645WAN11 and CUSIP 71645WAN1). After giving effect to the offering, the total amount outstanding of PifCo’s 7.875% Global Notes due 2019 will be U.S.$ . | |
Interest | The notes will bear interest from February 11, 2009, the date of issuance of the original notes, at the rate of 7.875% per annum, payable semiannually in arrears on each interest payment date. | |
Interest Payment Dates | March 15 and September 15 of each year, commencing on September 15, 2009. | |
Denominations | PifCo will issue the notes only in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. | |
Trustee, Registrar, Paying Agent and Transfer Agent | The Bank of New York Mellon (formerly “The Bank of New York”). | |
Codes | ||
(a) Common Code | 041298995 | |
(b) ISIN | US71645WAN11 | |
(c) CUSIP | 71645WAN1 | |
Use of Proceeds | PifCo intends to use the net proceeds from the sale of the notes to repay a portion of the U.S.$4.0 billion aggregate amount borrowed by PifCo from Banco Santander S.A., London Branch, Citibank, N.A., HSBC Bank USA, N.A. and JPMorgan Chase Bank, N.A., affiliates of certain of the underwriters, between March 24, 2009, and May 20, 2009 to finance Petrobras’ planned capital expenditures. Of this amount, U.S.$3.0 billion was incurred after March 31, 2009. The loans will mature in 2011 and bear interest at an initial rate of Libor plus spreads reflecting prevailing rates at the time of incurrence. Each of Banco Santander S.A., Citibank, N.A., HSBC Bank USA, N.A. and JPMorgan Chase Bank, N.A. will receive 25% of the net proceeds from the sale of the notes. | |
Any proceeds raised by PifCo or Petrobras in subsequent securities offerings will be used to further reduce the total amount outstanding under the loans with Banco Santander S.A., London Branch, Citibank, N.A., HSBC Bank USA, N.A. and JPMorgan Chase Bank, N.A. prior to their maturity dates, until the amount owed by PifCo to each bank is reduced to U.S.$500 million or less. At that time, in addition to repaying the loans mentioned above, any proceeds raised by PifCo or Petrobras in subsequent securities offerings will also be used to reduce the total amount outstanding |
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under a U.S.$500 million loan with Société Générale, an affiliate of SG Americas Securities, LLC. This loan was disbursed on June 5, 2009, and the funds will be used to finance Petrobras’ planned capital expenditures. The loan will mature in 2011 and bear interest at an initial rate of Libor plus a spread reflecting the prevailing rate at the time of incurrence. See “Use of Proceeds.” | ||
Indenture | The notes offered hereby will be issued pursuant to an indenture between PifCo and The Bank of New York Mellon (formerly “The Bank of New York”), a New York banking corporation, as trustee, dated as of December 15, 2006, as supplemented by the amended and restated second supplemental indenture, dated as of the closing date, among PifCo, Petrobras and the trustee. When we refer to the indenture in this prospectus supplement, we are referring to the indenture as supplemented by the amended and restated second supplemental indenture. See “Description of the Notes.” | |
Amended and Restated Guaranty | The notes will be unconditionally guaranteed by Petrobras under the amended and restated guaranty on terms comparable to the standby purchase agreements previously entered into by Petrobras. See “Description of the Amended and Restated Guaranty.” | |
Ranking | The notes constitute general senior unsecured and unsubordinated obligations of PifCo which will at all times rankpari passuamong themselves and with all other senior unsecured obligations of PifCo that are not, by their terms, expressly subordinated in right of payment to the notes. The obligations of Petrobras under the amended and restated guaranty constitute general senior unsecured obligations of Petrobras which will at all times rankpari passuwith all other senior unsecured obligations of Petrobras (including is obligations under standby purchase agreements) that are not, by their terms, expressly subordinated in right of payment to Petrobras’ obligations under the amended and restated guaranty. | |
Optional Redemption | PifCo may redeem any of the notes at any time in whole or in part by paying the greater of the principal amount of the notes and a “make-whole” amount, plus, in each case, accrued interest, as described under “Description of the Notes — Optional Redemption.” | |
Early Redemption at PifCo’s Option Solely for Tax Reasons | The notes will be redeemable in whole at their principal amount, plus accrued and unpaid interest, if any, to the relevant date of redemption, at PifCo’s option at any time only in the event of certain changes affecting taxation. See “Description of the Notes — Optional Redemption—Redemption for Taxation Reasons.” | |
Covenants | The terms of the indenture will require PifCo, among other things, to: | |
(a) PifCo | • pay all amounts owed by it under the indenture and the notes when such amounts are due; | |
• maintain an office or agent in New York for the purpose of service of process and maintain a paying agent located in the United States; | ||
• ensure that the notes continue to be senior obligations of PifCo; | ||
• use proceeds from the issuance of the notes for specified purposes; | ||
• give notice to the trustee of any default or event of default under the indenture; | ||
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• provide certain financial statements to the trustee; | ||
• take actions to maintain the trustee’s or the holders’ rights under the relevant transaction documents; and | ||
• replace the trustee upon any resignation or removal of the trustee. | ||
In addition, the terms of the indenture will restrict the ability of PifCo and its subsidiaries, among other things, to: | ||
• undertake certain mergers, consolidations or similar transactions; and | ||
• create certain liens on its assets or pledge its assets. | ||
PifCo’s covenants are subject to a number of important qualifications and exceptions. See “Description of the Notes — Covenants” | ||
(b) Petrobras | The terms of the amended and restated guaranty will require Petrobras, among other things, to: | |
• pay all amounts owed by it in accordance with the terms of the amended and restated guaranty and the indenture; | ||
• maintain an office or agent in New York for the purpose of service of process; | ||
• ensure that its obligations under the amended and restated guaranty will continue to be senior obligations of Petrobras; | ||
• give notice to the trustee of any default or event of default under the indenture; and | ||
• provide certain financial statements to the trustee. | ||
In addition, the terms of the amended and restated guaranty will restrict the ability of Petrobras and its subsidiaries, among other things, to: | ||
• undertake certain mergers, consolidations or similar transactions; and | ||
• create certain liens on its assets or pledge its assets. | ||
Petrobras’ covenants are subject to a number of important qualifications and exceptions. See “Description of the Amended and Restated Guaranty—Covenants.” | ||
Events of Default | The following events of default will be events of default with respect to the notes: | |
• failure to pay principal within three calendar days of its due date; | ||
• failure to pay interest within 30 calendar days of any interest payment date; | ||
• breach by PifCo of a covenant or agreement in the indenture or by Petrobras of a covenant or agreement in the amended and restated guaranty if not remedied within 60 calendar days; | ||
• acceleration of a payment on the indebtedness of PifCo, Petrobras or any material subsidiary that equals or exceeds U.S.$100 million; |
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• a final judgment against PifCo, Petrobras or any material subsidiary that equals or exceeds U.S.$100 million; | ||
• certain events of bankruptcy, liquidation or insolvency of PifCo, Petrobras or any material subsidiary; | ||
• certain events relating to the unenforceability of the notes, the indenture or the amended and restated guaranty against PifCo or Petrobras; | ||
• Petrobras ceasing to own at least 51% of PifCo’s outstanding voting shares. | ||
The events of default are subject to a number of important qualifications and limitations. See “Description of the Notes—Events of Default.” | ||
Modification of Notes, Indenture and Amended and Restated Guaranty | The terms of the indenture may be modified by PifCo and the trustee, and the terms of the amended and restated guaranty may be modified by Petrobras and the trustee, in some cases without the consent of the holders of the notes. See “Description of Debt Securities—Special Situations—Modification and Waiver” in the accompanying prospectus. | |
Clearance and Settlement | The notes will be issued in book-entry form through the facilities of The Depository Trust Company, or “DTC,” for the accounts of its direct and indirect participants, including Clearstream Banking,société anonymeand Euroclear SA/NV, as operator of the Euroclear System, and will trade in DTC’s Same-Day Funds Settlement System. Beneficial interests in notes held in book-entry form will not be entitled to receive physical delivery of certificated notes except in certain limited circumstances. For a description of certain factors relating to clearance and settlement, see “Clearance and Settlement.” | |
Withholding Taxes; Additional Amounts | Any and all payments of principal, premium, if any, and interest in respect of the notes will be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments, levies, imposts or charges whatsoever imposed, levied, collected, withheld or assessed by Brazil, the jurisdiction of PifCo’s incorporation or any other jurisdiction in which PifCo appoints a paying agent under the indenture, or any political subdivision or any taxing authority thereof or therein, unless such withholding or deduction is required by law. If PifCo is required by law to make such withholding or deduction, it will pay such additional amounts as are necessary to ensure that the holders receive the same amount as they would have received without such withholding or deduction, subject to certain exceptions. In the event Petrobras is obligated to make payments to the holders under the amended and restated guaranty, Petrobras will pay such additional amounts as are necessary to ensure that the holders receive the same amount as they would have received without such withholding or deduction, subject to certain exceptions. See “Description of the Notes—Covenants—Additional Amounts.” | |
Governing Law | The indenture, the notes, and the amended and restated guaranty will be governed by, and construed in accordance with, the laws of the State of New York. | |
Listing | The original notes are, and the notes will be, listed on the New York Stock Exchange under the symbol “PBR/19.” |
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Risk Factors | You should carefully consider the risk factors discussed beginning on page S-15 before purchasing any notes. |
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• | was or is insolvent or rendered insolvent by reason of its entry into the amended and restated guaranty; | ||
• | was or is engaged in business or transactions for which the assets remaining with it constituted unreasonably small capital; or | ||
• | intended to incur or incurred, or believed or believes that it would incur, debts beyond its ability to pay such debts as they mature; and | ||
• | in each case, intended to receive or received less than reasonably equivalent value or fair consideration therefor, |
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As of March 31, 2009 | ||||||||||||
As Adjusted for the | ||||||||||||
Additional Long- | ||||||||||||
Term Indebtedness | As Further | |||||||||||
Incurred after | Adjusted for this | |||||||||||
Actual | March 31, 2009 | Offering | ||||||||||
(In thousands of U.S. Dollars) | ||||||||||||
Short-term debt: | ||||||||||||
Current portion of long-term debt | 158,019 | 158,019 | 158,019 | |||||||||
Notes payable—related parties | 23,810,710 | 23,810,710 | 23,810,710 | |||||||||
Total | 23,968,729 | 23,968,729 | 23,968,729 | |||||||||
Long-term debt: | ||||||||||||
Total long-term debt (less current portion) | 8,329,346 | (1) | 11,829,346 | (2) | (2) | |||||||
Stockholder’s deficit: | ||||||||||||
Capital stock(3) | 300,050 | 300,050 | 300,050 | |||||||||
Additional paid in capital | 266,394 | 266,394 | 266,394 | |||||||||
Accumulated deficit | (1,012,679 | ) | (1,012,679 | ) | (1,012,679 | ) | ||||||
Other comprehensive income (loss) | (36,364 | ) | (36,364 | ) | (36,364 | ) | ||||||
Total stockholder’s deficit | (482,599 | ) | (482,599 | ) | (482,599 | ) | ||||||
Total capitalization | 31,815,476 | 35,315,476 | ||||||||||
(1) | Includes U.S.$1,000,000 thousand borrowed by PifCo under a line of credit with Banco Santander S.A., London Branch, on March 24, 2009. The loan will mature in 2011 and bear interest at an initial rate of Libor plus a spread reflecting the prevailing rate at the time of incurrence. | |
(2) | Between April 20, 2009, and June 5, 2009, PifCo borrowed an aggregate amount of U.S.$3,500,000 thousand under lines of credit with Citibank, N.A., HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A. and Société Générale. The loans will mature in 2011 and bear interest at an initial rate of Libor plus spreads reflecting prevailing rates at the time of incurrence. | |
(3) | Comprising 300,050,000 shares of common stock, par value U.S.$1.00, which have been authorized and issued. |
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As of March 31, 2009 | ||||||||||||
As Adjusted for the | ||||||||||||
Additional Long-Term | As Further | |||||||||||
Indebtedness Incurred | Adjusted for this | |||||||||||
Actual | after March 31, 2009 | Offering | ||||||||||
(In millions of U.S. Dollars) | ||||||||||||
Short-term debt: | ||||||||||||
Short-term debt | 2,664 | 2,664 | 2,664 | |||||||||
Current portion of long-term debt | 1,536 | 1,536 | 1,536 | |||||||||
Current portion of project financings | 1,864 | 1,864 | 1,864 | |||||||||
Current portion of capital lease obligations | 255 | 255 | 255 | |||||||||
Total | 6,319 | 6,319 | 6,319 | |||||||||
Long-term debt: | ||||||||||||
Foreign currency denominated | 14,404 | (1) | 17,904 | (2) | (2) | |||||||
Local currency denominated | 5,602 | 5,904 | (3) | 5,904 | (3) | |||||||
Total long-term debt | 20,006 | 23,808 | ||||||||||
Total long-term debt (less current portion) | 18,470 | 22,272 | ||||||||||
Project financings | 4,848 | 4,848 | 4,848 | |||||||||
Capital lease obligations | 322 | 322 | 322 | |||||||||
Non-controlling interest | 759 | 759 | 759 | |||||||||
Shareholders’ equity(4) | 64,499 | 64,499 | 64,499 | |||||||||
Total capitalization | 95,217 | 99,019 | ||||||||||
(1) | Includes U.S.$1,000 million borrowed by PifCo under a line of credit with Banco Santander S.A., London Branch, on March 24, 2009. The loan will mature in 2011 and bear interest at an initial rate of Libor plus a spread reflecting the prevailing rate at the time of incurrence. | |
(2) | Between April 20, 2009, and June 5, 2009, PifCo borrowed an aggregate amount of U.S.$3,500 million under lines of credit with Citibank, N.A., HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A. and Société Générale. The loans will mature in 2011 and bear interest at an initial rate of Libor plus spreads reflecting prevailing rates at the time of incurrence. | |
(3) | On April 20, 2009, Petrobras borrowed R$700 million (U.S.$302 million using the period-endreal/U.S. dollar exchange rate as of March 31, 2009) under an export credit facility with Banco do Brasil. The loan will mature in 2011 and bear interest at an initial rate of CDI, the Brazilian Interbank Deposit Certificate rate, plus a spread reflecting the prevailing rate at the time of incurrence. | |
(4) | Comprising (a) 5,073,347,344 shares of common stock and (b) 3,700,729,396 shares of preferred stock, in each case with no par value and in each case which have been authorized and issued. These figures give effect to a two-for-one stock split that occurred on April 25, 2008. |
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• | be issued in an aggregate principal amount of U.S.$ and considering the amount of original notes outstanding, the aggregate principal amount of this series of notes is U.S.$ ; | ||
• | mature on March 15, 2019; |
• | bear interest at a rate of 7.875% per annum from February 11, 2009, the date of issuance of the original notes, until maturity and until all required amounts due in respect of the notes have been paid; | ||
• | be issued in global registered form without interest coupons attached; | ||
• | be issued and may be transferred only in principal amounts of U.S.$2,000 and in integral multiples of U.S.$1,000 in excess thereof; and | ||
• | be unconditionally guaranteed by Petrobras on terms comparable to the standby purchase agreements previously entered into by Petrobras pursuant to an amended and restated guaranty described below under “Amended and Restated Guaranty.” |
• | Interest on the notes will be paid semiannually on March 15 and September 15 of each year (each of which we refer to as an “interest payment date”), commencing on September 15, 2009, and the regular record date for any interest payment date will be the business day preceding that date; and | ||
• | In the case of amounts not paid by PifCo under the indenture and the notes (or Petrobras under the amended and restated guaranty), interest will continue to accrue on such amounts at a default rate equal to 0.5% in excess of the interest rate on the notes, from and including the date when such |
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amounts were due and owing and through and including the date of payment of such amounts by PifCo or Petrobras. |
• | PifCo does not pay the principal on the notes within three calendar days of its due date and the trustee has not received such amounts from Petrobras under the amended and restated guaranty by the end of that three-day period. | ||
• | PifCo does not pay interest or other amounts, including any additional amounts, on the notes within 30 calendar days of their due date and the trustee has not received such amounts from Petrobras under the amended and restated guaranty by the end of that thirty-day period. | ||
• | PifCo or Petrobras remains in breach of any covenant or any other term of the indenture or the amended and restated guaranty for 60 calendar days (inclusive of any cure period contained in any such covenant or other term for compliance thereunder) after receiving a notice of default stating that it is in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of the notes. | ||
• | The maturity of any indebtedness of PifCo or Petrobras or a material subsidiary in a total aggregate principal amount of U.S.$100,000,000 (or its equivalent in another currency) or more is accelerated in accordance with the terms of that indebtedness, it being understood that prepayment or redemption by us or the material subsidiary of any indebtedness is not acceleration for this purpose; | ||
• | One or more final and non-appealable judgments or final decrees is entered against PifCo, Petrobras or a material subsidiary involving in the aggregate a liability (not paid or fully covered by insurance) of U.S.$100,000,000 (or its equivalent in another currency) or more, and all such judgments or decrees have not been vacated, discharged or stayed within 120 calendar days after rendering of that judgment. | ||
• | PifCo, Petrobras or any material subsidiary stop paying or admits that it is generally unable to pay its debts as they become due, is adjudicated or found bankrupt or insolvent or is ordered by a court or passes a resolution to dissolve. | ||
• | PifCo, Petrobras or any material subsidiary commences voluntarily proceedings under any applicable liquidation, insolvency, composition, reorganization or any other similar laws, or files an application |
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for the appointment of an administrator, receiver or other similar official in relation to PifCo, Petrobras or any material subsidiary, or any events occur or action is taken that has effects similar to those events or actions described in this paragraph. | |||
• | PifCo, Petrobras or any material subsidiary enters into any composition or other similar arrangement with its creditors (such as aconcordata, which is a type of liquidation agreement), or proceedings are initiated against PifCo, Petrobras or any material subsidiary under applicable bankruptcy, insolvency or intervention law or law with similar effect and is not discharged or removed within 90 calendar days, or an administrator, receiver or similar official is appointed in relation to, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against, the whole or a substantial part of the undertakings or assets of PifCo, Petrobras or any material subsidiary and is not discharged or removed within 90 calendar days, or any events occur or action is taken that has effects similar to those events or actions described in this paragraph. | ||
• | The notes, the indenture, the amended and restated guaranty, or any part of those documents, ceases to be in full force and effect or binding and enforceable against PifCo or Petrobras, or it becomes unlawful for PifCo or Petrobras to perform any material obligation under any of the foregoing documents to which it is a party. | ||
• | PifCo or Petrobras contests the enforceability of the notes, the indenture or the amended and restated guaranty, or denies that it has liability under any of the foregoing documents to which it is a party. | ||
• | Petrobras fails to retain at least 51% direct or indirect ownership of the outstanding voting and economic interests (equity or otherwise) of and in PifCo. |
• | “indebtedness” means any obligation (whether present or future, actual or contingent and including any guaranty) for the payment or repayment of money which has been borrowed or raised (including money raised by acceptances and all leases which, under generally accepted accounting principles in the United States, would be a capital lease obligation); and | ||
• | “material subsidiary” means a subsidiary of PifCo or Petrobras which on any given date of determination accounts for more than 10% of Petrobras’ total consolidated assets (as set forth on Petrobras’ most recent balance sheet prepared in accordance with U.S. GAAP). |
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• | the holder has a connection with the taxing jurisdiction other than merely holding the notes, receiving principal or interest payments on the notes, or enforcing any rights with respect to the notes (such as citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management, present or deemed present within the taxing jurisdiction); | ||
• | any tax imposed on, or measured by, net income; | ||
• | the holder fails to comply with any certification, identification or other reporting requirements concerning its nationality, residence, identity or connection with the taxing jurisdiction, if (x) such compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or a part of the tax, levy, deduction or other governmental charge, (y) the holder is able to comply with such requirements without undue hardship and (z) at least 30 calendar days prior to the first payment date with respect to which such requirements under the applicable law, |
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regulation, administrative practice or treaty will apply, PifCo has notified all holders or the trustee that they will be required to comply with such requirements; | |||
• | the holder fails to present (where presentation is required) its notes within 30 calendar days after PifCo has made available to the holder a payment under the notes and the indenture, provided that PifCo will pay additional amounts which a holder would have been entitled to had the notes owned by such holder been presented on any day (including the last day) within such 30 calendar day period; | ||
• | any estate, inheritance, gift, value added, use or sales taxes or any similar taxes, assessments or other governmental charges; | ||
• | where such taxes, levies, deductions or other governmental charges are imposed on a payment on the notes to, or for, an individual and are required to be made pursuant to Council Directive 2003/48/EC or other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000, on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such directive; | ||
• | where the holder could have avoided such taxes, levies, deductions or other governmental charges by requesting that a payment on the notes be made by, or presenting the notes for payment to, another paying agent of PifCo located in a member state of the European Union; or | ||
• | where the holder would have been able to avoid the tax, levy, deduction or other governmental charge by taking reasonable measures available to such holder. |
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• | either PifCo is the continuing entity or the person (the “successor company”) formed by the consolidation or into which PifCo is merged or that acquired or leased the property or assets of PifCo will assume (jointly and severally with PifCo unless PifCo will have ceased to exist as a result of that merger, consolidation or amalgamation), by a supplemental indenture (the form and substance of which will be previously approved by the trustee), all of PifCo’s obligations under the indenture and the notes; | ||
• | the successor company (jointly and severally with PifCo unless PifCo will have ceased to exist as part of the merger, consolidation or amalgamation) agrees to indemnify each holder against any tax, assessment or governmental charge thereafter imposed on the holder solely as a consequence of the consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest, the notes; | ||
• | immediately after giving effect to the transaction, no event of default, and no default has occurred and is continuing; | ||
• | PifCo has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the transaction, and each supplemental indenture relating to the transaction, comply with the terms of the indenture dated as of December 15, 2006, and that all conditions precedent provided for in the indenture and relating to the transaction have been complied with; and | ||
• | PifCo has delivered notice of any such transaction to the trustee. |
• | PifCo may merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect subsidiary of PifCo or | ||
• | Petrobras in cases when PifCo is the surviving entity in the transaction and the transaction would not have a material adverse effect on PifCo and its subsidiaries taken as a whole, it being understood that if PifCo is not the surviving entity, PifCo will be required to comply with the requirements set forth in the previous paragraph; or | ||
• | any direct or indirect subsidiary of PifCo may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any person (other than PifCo or any of its subsidiaries or affiliates) in cases when the transaction would not have a material adverse effect on PifCo and its subsidiaries taken as a whole; or | ||
• | any direct or indirect subsidiary of PifCo may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other direct or indirect subsidiary of PifCo or Petrobras; or | ||
• | any direct or indirect subsidiary of PifCo may liquidate or dissolve if PifCo determines in good faith that the liquidation or dissolution is in the best interests of Petrobras, and would not result in a material adverse effect on PifCo and its subsidiaries taken as a whole and if the liquidation or dissolution is part of a corporate reorganization of PifCo or Petrobras. |
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• | an obligation to pay or purchase such indebtedness; | ||
• | an obligation to lend money or to purchase or subscribe for shares or other securities or to purchase assets or services in order to provide funds for the payment of such indebtedness; | ||
• | an indemnity against the consequences of a default in the payment of such indebtedness; or | ||
• | any other agreement to be responsible for such indebtedness. |
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• | DTC is: |
• | a limited purpose trust company organized under the laws of the State of New York; | ||
• | a member of the Federal Reserve System; | ||
• | a “clearing corporation” within the meaning of the Uniform Commercial Code; and | ||
• | a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
• | DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to accounts of its participants. This eliminates the need for physical movement of certificates. | ||
• | Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives. | ||
• | Indirect access to the DTC system is also available to banks, brokers, dealer and trust companies that have relationships with participants. | ||
• | The rules applicable to DTC and DTC participants are on file with the SEC. |
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• | an obligation to pay or purchase such indebtedness; | ||
• | an obligation to lend money, to purchase or subscribe for shares or other securities or to purchase assets or services in order to provide funds for the payment of such indebtedness; |
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• | an indemnity against the consequences of a default in the payment of such indebtedness; or | ||
• | any other agreement to be responsible for such indebtedness. |
• | any concession, authorization or other legal right granted by any governmental authority to Petrobras or any of Petrobras’ subsidiaries, or any consortium or other venture in which Petrobras or any subsidiary has any ownership or other similar interest; | ||
• | any drilling or other rig, any drilling or production platform, pipeline, marine vessel, vehicle or other equipment or any refinery, oil or gas field, processing plant, real property (whether leased or owned), right of way or plant or other fixtures or equipment; | ||
• | any revenues or claims that arise from the operation, failure to meet specifications, failure to complete, exploitation, sale, loss or damage to, such concession, authorization or other legal right or such drilling or other rig, drilling or production platform, pipeline, marine vessel, vehicle or other equipment or refinery, oil or gas field, processing plant, real property, right of way, plant or other fixtures or equipment or any contract or agreement relating to any of the foregoing or the project financing of any of the foregoing (including insurance policies, credit support arrangements and other similar contracts) or any rights under any performance bond, letter of credit or similar instrument issued in connection therewith; | ||
• | any oil, gas, petrochemical or other hydrocarbon-based products produced or processed by such project, including any receivables or contract rights arising therefrom or relating thereto and any such product (and such receivables or contract rights) produced or processed by other projects, fields or assets to which the lenders providing the project financing required, as a condition therefore, recourse as security in addition to that produced or processed by such project; and | ||
• | shares or other ownership interest in, and any subordinated debt rights owing to Petrobras by, a special purpose company formed solely for the development of a project, and whose principal assets and business are constituted by such project and whose liabilities solely relate to such project. |
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• | either Petrobras is the continuing entity or the person (the “successor company”) formed by such consolidation or into which Petrobras is merged or that acquired or leased such property or assets of Petrobras will assume (jointly and severally with Petrobras unless Petrobras will have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to the applicable guaranty (the form and substance of which will be previously approved by the trustee), all of Petrobras’ obligations under such guaranty; | ||
• | the successor company (jointly and severally with Petrobras unless Petrobras will have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each holder against any tax, assessment or governmental charge thereafter imposed on such holder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the notes; | ||
• | immediately after giving effect to the transaction, no event of default, and no default has occurred and is continuing; | ||
• | Petrobras has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the transaction and the amendment to the guaranty comply with the terms of the guaranty and that all conditions precedent provided for in such guaranty and relating to such transaction have been complied with; and | ||
• | Petrobras has delivered notice of any such transaction to the trustee. |
• | Petrobras may merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect subsidiary of Petrobras in cases when Petrobras is the surviving entity in such transaction and such transaction would not have a material adverse effect on Petrobras and its subsidiaries taken as whole, it being understood that if Petrobras is not the surviving entity, Petrobras will be required to comply with the requirements set forth in the previous paragraph. | ||
• | any direct or indirect subsidiary of Petrobras may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any person (other than Petrobras or any of its subsidiaries or affiliates) in cases when such transaction would not have a material adverse effect on Petrobras and its subsidiaries taken as a whole; or | ||
• | any direct or indirect subsidiary of Petrobras may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other direct or indirect subsidiary of Petrobras; or | ||
• | any direct or indirect subsidiary of Petrobras may liquidate or dissolve if Petrobras determines in good faith that such liquidation or dissolution is in the best interests of Petrobras, and would not result in a |
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material adverse effect on Petrobras and its subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of Petrobras. |
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Underwriters | Principal Amount | |||
Citigroup Global Markets Inc. | U.S. $ | |||
HSBC Securities (USA) Inc. | ||||
J.P. Morgan Securities Inc. | ||||
Santander Investment Securities Inc. | ||||
BB Securities Ltd. | ||||
SG Americas Securities, LLC | ||||
Total | U.S. $ | |||
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• | to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; | ||
• | to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; |
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• | by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of PifCo for any such offer; or | ||
• | in any other circumstances falling within Article 3(2) of the Prospectus Directive, | ||
• | provided that no such offer of notes shall result in a requirement for the publication by PifCo or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive. |
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Preferred Shares,
Preferred Shares represented by American Depositary Shares,
Common Shares,
Common Shares represented by American Depositary Shares,
Mandatory Convertible Securities,
Guarantees and
Standby Purchase Agreements
Standby Purchase Agreements of Petrobras
Guarantees or Standby Purchase Agreements of Petrobras
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• | regional marketing and expansion strategy; | |
• | drilling and other exploration activities; | |
• | import and export activities; | |
• | projected and targeted capital expenditures and other costs, commitments and revenues; | |
• | liquidity; and | |
• | development of additional revenue sources. |
• | our ability to obtain financing; | |
• | general economic and business conditions, including crude oil and other commodity prices, refining margins and prevailing exchange rates; | |
• | our ability to find, acquire or gain access to additional reserves and to successfully develop our current ones; | |
• | uncertainties inherent in making estimates of our reserves; | |
• | competition; | |
• | technical difficulties in the operation of our equipment and the provision of our services; | |
• | changes in, or failure to comply with, governmental regulations; | |
• | receipt of governmental approvals and licenses; | |
• | international and Brazilian political, economic and social developments; | |
• | military operations, terrorist attacks, wars or embargoes; and | |
• | the costs and availability of adequate insurance coverage. |
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• | Exploration and Production — This segment encompasses exploration, development and production activities in Brazil. | |
• | Supply — This segment encompasses refining, logistics, transportation and the purchase of crude oil, as well as the purchase and sale of oil products and fuel alcohol. Additionally, this segment includes Petrobras’ petrochemical and fertilizers division, which includes investments in domestic petrochemical companies and Petrobras’ two domestic fertilizer plants. | |
• | Distribution — This segment encompasses oil product and fuel alcohol distribution activities conducted by Petrobras’ majority owned subsidiary, Petrobras Distribuidora S.A.-BR in Brazil. | |
• | Natural Gas and Power — This segment encompasses the purchase, sale and transportation of natural gas produced in or imported into Brazil. This segment includes Petrobras’ domestic electric energy commercialization activities as well as investments in domestic natural gas transportation companies, state owned natural gas distributors and thermal electric companies. | |
• | International — This segment encompasses international activities conducted in several countries, which include Exploration and Production, Supply, Distribution and Gas and Energy. | |
• | Corporate — This segment includes those activities not attributable to other segments, including corporate financial management, overhead related with central administration and other expenses, including pension and health care expenses. |
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• | senior or subordinated debt securities that may be convertible into our common shares or preferred shares, which may be in the form of ADSs and evidenced by ADRs; | |
• | securities that are mandatorily convertible into preferred or common shares (or ADSs representing our preferred or common shares); | |
• | common shares, which may be represented by ADSs; | |
• | preferred shares, which may be represented by ADSs; | |
• | warrants to purchase common shares, which may be represented by ADSs; | |
• | warrants to purchase preferred shares, which may be represented by ADSs; | |
• | warrants to purchase debt securities; | |
• | guarantees accompanying debt securities, including debt warrants, of PIFCo; and | |
• | standby purchase agreements accompanying debt securities, including debt warrants, of PIFCo. |
• | senior or subordinated debt securities, accompanied by guarantees or standby purchase agreements of Petrobras or other credit enhancements, including letters of credit, political risk insurance or other similar instruments; and | |
• | warrants to purchase debt securities, accompanied by guarantees or standby purchase agreements of Petrobras, including letters of credit, political risk insurance or other similar instruments. |
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• | how it handles payments and notices with respect to the securities; | |
• | whether it imposes fees or charges; | |
• | how it handles voting, if applicable; | |
• | how and when you should notify it to exercise on your behalf any rights or options that may exist under the securities; | |
• | whether and how you can instruct it to send you securities registered in your own name so you can be a direct holder as described below; and | |
• | how it would pursue rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests. |
• | you cannot have the securities registered in your own name; | |
• | you cannot receive physical certificates for your interest in the securities; | |
• | you will be a street name holder and must look to your own bank or broker for payments on the securities and protection of your legal rights relating to the securities; | |
• | you may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates; | |
• | the depositary’s policies will govern payments, dividends, transfers, exchange and other matters relating to your interest in the global security. We, the trustee, any warrant agent, any transfer agent and any registrar have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We, the trustee, any warrant agent, any transfer agent and any registrar also do not supervise the depositary in any way; and | |
• | the depositary will require that interests in a global security be purchased or sold within its system usingsame-day funds for settlement. |
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• | when the depositary notifies us that it is unwilling or unable to continue as depositary and we do not or cannot appoint a successor depositary within 90 days; | |
• | when we notify the trustee that we wish to terminate the global security; or | |
• | when an event of default on debt securities has occurred and has not been cured. (Defaults are discussed later under “Description of Debt Securities — Events of Default.”) |
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• | first, the trustee can enforce your rights against us if we default, although there are some limitations on the extent to which the trustee acts on your behalf that are described under “Default and Related Matters — Events of Default — Remedies if an Event of Default Occurs”; and | |
• | second, the trustee performs administrative duties for us, such as sending interest payments to you, transferring your debt securities to a new buyer if you sell and sending notices to you. |
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• | the title of the debt securities of the series; | |
• | any limit on the aggregate principal amount of the debt securities of the series (including any provision for the future offering of additional debt securities of the series beyond any such limit); | |
• | whether the debt securities will be issued in registered or bearer form; | |
• | whether the debt securities will be accompanied by a standby purchase agreement or guarantee or other credit enhancements, including letters of credit, political risk insurance or other similar instruments; | |
• | the date or dates on which the debt securities of the series will mature and any other date or dates on which we will pay the principal of the debt securities of the series; | |
• | the annual rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if any, and the date or dates from which that interest will accrue; | |
• | the date or dates on which any interest on the debt securities of the series will be payable and the regular record date or dates we will use to determine who is entitled to receive interest payments; | |
• | the place or places where the principal and any premium and interest in respect of the debt securities of the series will be payable; | |
• | any period or periods during which, and the price or prices at which, we will have the option to redeem or repurchase the debt securities of the series and the other material terms and provisions applicable to our redemption or repurchase rights; | |
• | whether the debt securities will be senior or subordinated securities; | |
• | whether the debt securities will be our secured or unsecured obligations; | |
• | any obligation we will have to redeem or repurchase the debt securities of the series, including any sinking fund or analogous provision, the period or periods during which, and the price or prices at which, we would be required to redeem or repurchase the debt securities of the series and the other material terms and provisions applicable to our redemption or repurchase obligations; | |
• | if other than $1,000 or an even multiple of $1,000, the denominations in which the series of debt securities will be issuable; | |
• | if other than U.S. dollars, the currency in which the debt securities of the series will be denominated or in which the principal of or any premium or interest on the debt securities of the series will be payable; | |
• | if we or you have a right to choose the currency, currency unit or composite currency in which payments on any of the debt securities of the series will be made, the currency, currency unit or composite currency that we or you may elect, the period during which we or you must make the election and the other material terms applicable to the right to make such elections; | |
• | if other than the full principal amount, the portion of the principal amount of the debt securities of the series that will be payable upon a declaration of acceleration of the maturity of the debt securities of the series; | |
• | any index or other special method we will use to determine the amount of principal or any premium or interest on the debt securities of the series; | |
• | the applicability of the provisions described under “Defeasance and Discharge”; | |
• | if we issue the debt securities of the series in whole or part in the form of global securities as described under “Legal Ownership — Global Securities”, the name of the depositary with respect to the debt securities of the series, and the circumstances under which the global securities may be registered in the name of a person |
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other than the depositary or its nominee if other than those described under “Legal Ownership — Global Securities”; |
• | whether the debt securities will be convertible or exchangeable at your option or at our option into equity securities, and, if so, the terms and conditions of conversion or exchange; | |
• | any covenants to which we will be subject with respect to the debt securities of the series; and | |
• | any other special features of the debt securities of the series that are not inconsistent with the provisions of the indenture. |
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• | a lower credit rating being assigned to the debt securities; or | |
• | additional amounts becoming payable in respect of withholding tax, and the debt securities thus being subject to redemption at our option, as described later under “— Optional Tax Redemption.” |
• | If Petrobras merges out of existence or sell or lease its assets, the other entity must unconditionally assume its obligations on the debt securities, including the obligation to pay the additional amounts described under |
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“Payment of Additional Amounts.” This assumption may be by way of a full and unconditional guarantee in the case of a sale or lease of substantially all of its assets. |
• | Petrobras must indemnify you against any tax, assessment or governmental charge or other cost resulting from the transaction. This indemnification obligation only arises if the other entity is organized under the laws of a country other than the United States, a state thereof or Brazil. | |
• | Petrobras must not be in default on the debt securities immediately prior to such action and such action must not cause a default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described later under “Default and Related Matters — Events of Default — What is An Event of Default?” A default for this purpose would also include any event that would be an event of default if the requirements for notice of default or existence of defaults for a specified period of time were disregarded. | |
• | The entity to which Petrobras sells or leases such assets guarantees our obligations or the entity into which it merges or consolidates with must execute a supplement to the indenture, known as a supplemental indenture. In the supplemental indenture, the entity must promise to be bound by every obligation in the indenture. Furthermore, in this case, the trustee must receive an opinion of counsel stating that the entity’s guarantees are valid, that certain registration requirements applicable to the guarantees have been fulfilled and that the supplemental indenture complies with the Trust Indenture Act of 1939. The entity that guarantees our obligations must also deliver certain certificates and other documents to the trustee. | |
• | Petrobras must deliver certain certificates, opinions of its counsel and other documents to the trustee. | |
• | Petrobras must satisfy any other requirements specified in the prospectus supplement. (Petrobras Section 8.01) |
• | either PIFCo is the continuing entity or the person (the “successor company”) formed by the consolidation or into which PIFCo is merged or that acquired or leased the property or assets of PIFCo will assume (jointly and severally with PIFCo unless PIFCo will have ceased to exist as a result of that merger, consolidation or amalgamation), by a supplemental indenture (the form and substance of which will be previously approved by the trustee), all of PIFCo’s obligations under the indenture and the notes; | |
• | the successor company (jointly and severally with PIFCo unless PIFCo will have ceased to exist as part of the merger, consolidation or amalgamation) agrees to indemnify each noteholder against any tax, assessment or governmental charge thereafter imposed on the noteholder solely as a consequence of the consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest, the notes; | |
• | immediately after giving effect to the transaction, no event of default, and no default has occurred and is continuing; | |
• | PIFCo has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the transaction complies with the terms of the indenture and that all conditions precedent provided for in the indenture and relating to the transaction have been complied with; and | |
• | PIFCo must deliver a notice describing that transaction to Moody’s to the extent that Moody’s is at that time rating the notes. |
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• | PIFCo may merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect subsidiary of PIFCo or Petrobras in cases when PIFCo is the surviving entity in the transaction and the transaction would not have a material adverse effect on PIFCo and its subsidiaries taken as a whole, it being understood that if PIFCo is not the surviving entity, PIFCo will be required to comply with the requirements set forth in the previous paragraph; or | |
• | any direct or indirect subsidiary of PIFCo may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any person (other than PIFCo or any of its subsidiaries or affiliates) in cases when the transaction would not have a material adverse effect on PIFCo and its subsidiaries taken as a whole; or | |
• | any direct or indirect subsidiary of PIFCo may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other direct or indirect subsidiary of PIFCo or Petrobras; or | |
• | any direct or indirect subsidiary of PIFCo may liquidate or dissolve if PIFCo determines in good faith that the liquidation or dissolution is in the best interests of Petrobras, and would not result in a material adverse effect on PIFCo and its subsidiaries taken as a whole and if the liquidation or dissolution is part of a corporate reorganization of PIFCo or Petrobras. |
• | change the stated maturity of the principal, interest or premium on a debt security; | |
• | reduce any amounts due on a debt security; | |
• | change any obligation to pay the additional amounts described under “Payment of Additional Amounts”; | |
• | reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default; | |
• | change the place or currency of payment on a debt security; | |
• | impair any of the conversion or exchange rights of your debt security; | |
• | impair your right to sue for payment, conversion or exchange; | |
• | reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; | |
• | reduce the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indenture or to waive specified defaults; and | |
• | modify any other aspect of the provisions dealing with modification and waiver of the indenture. (Petrobras Section 9.02; PIFCo Section 9.02) |
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• | For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of the debt securities were accelerated to that date because of a default. | |
• | Debt securities that we, any of our affiliates and any other obligor under the debt securities acquire or hold will not be counted as outstanding when determining voting rights. | |
• | For debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that security described in the prospectus supplement for that security. | |
• | For debt securities denominated in one or more foreign currencies, currency units or composite currencies, we will use the U.S. dollar equivalent as of the date on which such debt securities were originally issued. |
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• | The withholding is imposed only because the holder has some connection with Brazil other than the mere holding of the debt security or the receipt of the relevant payment in respect of the debt security. | |
• | In the case of Petrobras, the withholding is imposed due to the presentation of a debt security, if presentation is required, for payment on a date more than 30 days after the security became due or after the payment was provided for. | |
• | The amount is required to be deducted or withheld by any paying agent from a payment on or in respect of the debt security, if such payment can be made without such deduction or withholding by any other payment agent and Petrobras duly provides for such other paying agent. | |
• | The withholding is on account of an estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge. | |
• | The withholding is for any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the debt security. | |
• | The withholding is imposed or withheld because the holder or beneficial owner failed to comply with any of Petrobras’ requests for the following that the statutes, treaties, regulations or administrative practices of Brazil required as a precondition to exemption from all or part of such withholding: |
• | to provide information about the nationality, residence or identity of the holder or beneficial owner; or | |
• | to make a declaration or satisfy any information requirements. |
• | The holder is a fiduciary or partnership or other entity that is not the sole beneficial owner of the payment in respect of which the withholding is imposed, and the laws of Brazil require the payment to be included in the income of a beneficiary or settlor of such fiduciary or a member of such partnership or another beneficial owner who would not have been entitled to such additional amounts had it been the holder of such debt security. | |
• | Where any additional amounts are imposed on a payment on the debt securities to an individual and is required to be made pursuant to any European Union directive on the taxation of savings income relating to |
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the directive approved by the European Parliament on March 14, 2002, or otherwise implementing the conclusions of the Economic and Financial Council of Ministers of the member states of the European Union (ECOFIN) Council meeting of November 26 and 27, 2000 or any law implementing or complying with, or introduced in order to conform to, any such directive. |
• | the noteholder has a connection with the taxing jurisdiction other than merely holding the notes or receiving principal or interest payments on the notes (such as citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the taxing jurisdiction); | |
• | any tax imposed on, or measured by, net income; | |
• | the noteholder fails to comply with any certification, identification or other reporting requirements concerning its nationality, residence, identity or connection with the taxing jurisdiction, if (x) such compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or a part of the tax, levy, deduction or other governmental charge, (y) the noteholder is able to comply with such requirements without undue hardship and (z) at least 30 calendar days prior to the first payment date with respect to which such requirements under the applicable law, regulation, administrative practice or treaty will apply, PIFCo has notified all noteholders that they will be required to comply with such requirements; | |
• | the noteholder fails to present (where presentation is required) its note within 30 calendar days after PIFCo has made available to the noteholder a payment under the notes and the indenture, provided that PIFCo will pay additional amounts which a noteholder would have been entitled to had the note owned by such noteholder been presented on any day (including the last day) within such 30 calendar day period; | |
• | any estate, inheritance, gift, value added, use or sales taxes or any similar taxes, assessments or other governmental charges; | |
• | where such taxes, levies, deductions or other governmental charges are imposed on a payment on the notes to an individual and are required to be made pursuant to any European Union Council Directive implementing the conclusions of the ECOFIN Council meeting of November26-27, 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such directive; | |
• | where the noteholder could have avoided such taxes, levies, deductions or other governmental charges by requesting that a payment on the notes be made by, or presenting the relevant notes for payment to, another paying agent of PIFCo located in a member state of the European Union; or | |
• | where the noteholder would have been able to avoid the tax, levy, deduction or other governmental charge by taking reasonable measures available to such noteholder. |
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• | We must irrevocably deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S. government agency debt securities or bonds that, in the opinion of a firm of nationally recognized independent public accounts, will generate enough cash to make interest, principal and any other payments, including additional amounts, on the debt securities on their various due dates. | |
• | We must deliver to the trustee a legal opinion of our counsel, based upon a ruling by the U.S. Internal Revenue Service or upon a change in applicable U.S. federal income tax law, confirming that under then current U.S. federal income tax law we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. | |
• | If the debt securities are listed on any securities exchange, we must deliver to the trustee a legal opinion of our counsel confirming that the deposit, defeasance and discharge will not cause the debt securities to be delisted. (Petrobras Section 14.04; PIFCo Section 14.04) |
• | to register the transfer and exchange of debt securities; | |
• | to replace mutilated, destroyed, lost or stolen debt securities; | |
• | to maintain paying agencies; and | |
• | to hold money for payment in trust. |
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• | We must irrevocably deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S. government agency debt securities or bonds that, in the opinion of a nationally recognized firm of independent accountants, will generate enough cash to make interest, principal and any other payments, including additional amounts, on the debt securities on their various due dates. | |
• | We must deliver to the trustee a legal opinion of our counsel confirming that under then current U.S. federal income tax law we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. | |
• | If the debt securities are listed on any securities exchange, we must deliver to the trustee a legal opinion of our counsel confirming that the deposit, defeasance and discharge will not cause the debt securities to be delisted. (Petrobras Section 14.04; PIFCo Section 14.04) |
• | Any covenants applicable to the series of debt securities and described in the applicable prospectus supplement. | |
• | The events of default relating to breach of those covenants being defeased and acceleration of the maturity of other debt, described later under “Default and Related Matters — Events of Default — What is An Event of Default?” |
• | We do not pay the principal or any premium on a debt security within 14 calendar days of its due date and in the case of PIFCo, the trustee has not received such payments from amounts on deposit, from Petrobras under a standby purchase agreement by the end of thatfourteen-day period. | |
• | We do not pay interest, including any additional amounts, on a debt security within 30 calendar days of its due date and in the case of PIFCo, the trustee has not received such payments from amounts on deposit, from Petrobras under a standby purchase agreement by the end of thatthirty-day period. | |
• | We remain in breach of any covenant or any other term of the indenture for 60 calendar days after we receive a notice of default stating that we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series. |
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• | In the case of any convertible security of Petrobras, it remains in default in the conversion of any security of such series for 30 days after it receives a notice of default stating that it is in default. The notice must be sent by either the trustee or the holders of 25% of the principal amount of debt securities of the affected series. | |
• | The maturity of any indebtedness of Petrobras or PIFCo in a total aggregate principal amount of U.S.$100,000,000 or more is accelerated in accordance with the terms of that indebtedness, considering that prepayment or redemption by us of any indebtedness is not acceleration for this purpose. | |
• | In the case of PIFCo, one or more final and non-appealable judgments or final decrees is entered against it involving an aggregate liability (not paid or not fully covered by insurance) valued at the equivalent of U.S.$100,000,000 or more, where such judgments or final decrees have not been vacated, discharged or stayed within 120 calendar days after first being rendered. | |
• | In the case of Petrobras, if it is adjudicated or found bankrupt or insolvent or it is ordered by a court or pass a resolution to dissolve. | |
• | We stop paying or we admit that we are generally unable to pay our debts as they become due, except in the case of awinding-up, dissolution or liquidation for the purpose of and followed by a consolidation, merger, conveyance or transfer duly approved by the debt security holders. | |
• | In the case of PIFCo, if proceedings are initiated against it under any applicable liquidation, insolvency, composition, reorganization or any other similar laws, or under any other law for the relief of, or relating to, debtors, and such proceeding is not dismissed or stayed within 90 calendar days. | |
• | An administrative or other receiver, manager or administrator, or any such or other similar official is appointed in relation to, or a distress, execution, attachment, sequestration or other process is levied or put in force against, the whole or a substantial part of our undertakings or assets and is not discharged or removed within 90 calendar days. | |
• | We voluntarily commence proceedings under any applicable liquidation, insolvency, composition, reorganization or any other similar laws, or we enter into any composition or other similar arrangement with our creditors under applicable Brazilian law (such as aconcordata, which is a type of liquidation agreement). | |
• | We file an application for the appointment of an administrative or other receiver, manager or administrator, or any such or other similar official, in relation to us, or we take legal action for a readjustment or deferment of any part of our indebtedness. | |
• | An effective resolution is passed for, or any authorized action is taken by any court of competent jurisdiction, directing ourwinding-up, dissolution or liquidation, except for the purpose of and followed by a consolidation, merger, conveyance or transfer duly approved by the debt security holders. | |
• | In the case of PIFCo, if any event occurs that under the laws of any relevant jurisdiction has substantially the same effect as the events referred to in the six immediately preceding paragraphs. | |
• | In the case of PIFCo, if the relevant indenture for the debt securities, in whole or in part, ceases to be in full force or enforceable against it, or it becomes unlawful for PIFCo to perform any material obligation under the indenture, or it contests the enforceability of or deny its liability under the indenture. | |
• | In the case of PIFCo, if Petrobras fails to retain at least 51% direct or indirect ownership of PIFCo’s outstanding voting and economic interests, equity or otherwise. | |
• | Any other event of default described in the applicable prospectus supplement occurs. (Petrobras Section 5.01; PIFCo Section 5.01) |
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• | You must give the trustee written notice that an event of default has occurred and remains uncured. | |
• | The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer satisfactory indemnity to the trustee against the cost and other liabilities of taking that action. | |
• | The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. | |
• | The holders of a majority in principal amount of all outstanding debt securities of the relevant series must not have given the trustee a direction during thesixty-day period that is inconsistent with the above notice. (Petrobras Section 5.07; PIFCo Section 5.07) |
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• | the initial offering price; | |
• | the currency, currency unit or composite currency in which the exercise price for the debt warrants is payable; | |
• | the title, aggregate principal amount and terms of the debt securities that can be purchased upon exercise of the debt warrants; | |
• | the title, aggregate principal amount and terms of any related debt securities with which the debt warrants are issued and the number of the debt warrants issued with each debt security; | |
• | if applicable, whether and when the debt warrants and the related debt securities will be separately transferable; | |
• | the principal amount of debt securities that can be purchased upon exercise of each debt warrant and the exercise price; | |
• | the date on or after which the debt warrants may be exercised and any date or dates on which this right will expire in whole or in part; | |
• | if applicable, a discussion of material U.S. federal and Brazilian income tax, accounting or other considerations applicable to the debt warrants; |
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• | whether the debt warrants will be issued in registered or bearer form, and, if registered, where they may be transferred and registered; | |
• | the maximum or minimum number of debt warrants that you may exercise at any time; and | |
• | any other terms of the debt warrants. |
• | any increase in the exercise price; | |
• | any impairment of your ability to exercise the warrant; | |
• | any decrease in the principal amount of debt securities that can be purchased upon exercise of any debt warrant; | |
• | any reduction of the period of time during which the debt warrants may be exercised; | |
• | any other change that materially and adversely affects the exercise rights of a holder of debt warrant certificates or the debt securities that can be purchased upon such exercise; and |
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• | any reduction in the number of outstanding unexercised debt warrants whose consent is required for any modification or amendment described under “Changes Requiring a Majority Vote.” |
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• | the initial offering price; | |
• | the currency, currency unit or composite currency in which the exercise price for the equity warrants is payable; | |
• | the designation and terms of the equity securities (i.e., preferred shares or common shares) that can be purchased upon exercise of the equity warrants; | |
• | the total number of preferred shares or common shares that can be purchased upon exercise of each equity warrant and the exercise price; | |
• | the date or dates on or after which the equity warrants may be exercised and any date or dates on which this right will expire in whole or in part; | |
• | the designation and terms of any related preferred shares or common shares with which the equity warrants are issued and the number of the equity warrants issued with each preferred share or common share; | |
• | if applicable, whether and when the equity warrants and the related preferred shares or common shares will be separately transferable; | |
• | whether the equity warrants will be in registered or bearer form; | |
• | if applicable, a discussion of material U.S. federal and Brazilian income tax, accounting or other considerations applicable to the equity warrants; and | |
• | any other terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of the equity warrants. |
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• | any increase in the exercise price; | |
• | any impairment of your ability to exercise the warrant; | |
• | any decrease in the total number of preferred shares or common shares that can be purchased upon exercise of any equity warrant; | |
• | any reduction of the period of time during which the equity warrants may be exercised; | |
• | any other change that materially and adversely affects the exercise rights of a holder of equity warrant certificates or the equity securities that can be purchased upon such exercise; and | |
• | any reduction in the number of outstanding unexercised equity warrants whose consent is required for any modification or amendment described under “— Changes Requiring a Majority Vote.” |
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• | Petrobras will be obligated to pay immediately to the trustee, for the benefit of the noteholders under the indenture, the amount that PIFCo was required to pay but failed to pay on that date (which we refer to as the “partial non-payment amount”); and | |
• | the trustee will provide notice to Petrobras of the failure of PIFCo to make that payment. |
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• | Petrobras will be obligated to pay immediately to the trustee, for the benefit of the noteholders under the indenture, the amount that PIFCo was required to pay but failed to pay on that date (which we refer to as the “total non-payment amount”); and | |
• | the trustee will provide notice to Petrobras of the failure of PIFCo to make that payment. |
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• | either Petrobras is the continuing entity or the person (the “successor company”) formed by such consolidation or into which Petrobras is merged or that acquired or leased such property or assets of Petrobras will be a corporation organized and validly existing under the laws of Brazil and will assume (jointly and severally with Petrobras unless Petrobras will have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to the standby purchase agreement (the form and substance of which will be previously approved by the trustee), all of Petrobras’ obligations under the standby purchase agreement; | |
• | the successor company (jointly and severally with Petrobras unless Petrobras will have ceased to exist as part of such merger, consolidation or amalgamation) agrees to indemnify each noteholder against any tax, assessment or governmental charge thereafter imposed on such noteholder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the debt securities or debt warrants; | |
• | immediately after giving effect to the transaction, no event of default, and no default has occurred and is continuing; | |
• | Petrobras has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the transaction and the amendment to the standby purchase agreement comply with the terms of the standby purchase agreement and that all conditions precedent provided for in the standby purchase agreement and relating to such transaction have been complied with; and | |
• | Petrobras has delivered notice of any such transaction to Moody’s describing that transaction to Moody’s to the extent that Moody’s is at that time rating the debt securities or debt warrants. |
• | Petrobras may merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect subsidiary of Petrobras in cases when Petrobras is the surviving entity in such transaction and such transaction would not have a material adverse effect on Petrobras and its subsidiaries taken as whole, it being understood that if Petrobras is not the surviving entity, Petrobras will be required to comply with the requirements set forth in the previous paragraph; or | |
• | any direct or indirect subsidiary of Petrobras may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any person (other than Petrobras or any of its subsidiaries or affiliates) in cases when such transaction would not have a material adverse effect on Petrobras and its subsidiaries taken as a whole; or | |
• | any direct or indirect subsidiary of Petrobras may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other direct or indirect subsidiary of Petrobras; or |
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• | any direct or indirect subsidiary of Petrobras may liquidate or dissolve if Petrobras determines in good faith that such liquidation or dissolution is in the best interests of Petrobras, and would not result in a material adverse effect on Petrobras and its subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of Petrobras. |
• | an obligation to pay or purchase such indebtedness; | |
• | an obligation to lend money, to purchase or subscribe for shares or other securities or to purchase assets or services in order to provide funds for the payment of such indebtedness; | |
• | an indemnity against the consequences of a default in the payment of such indebtedness; or | |
• | any other agreement to be responsible for such indebtedness. |
• | any concession, authorization or other legal right granted by any governmental authority to Petrobras or any of Petrobras’ subsidiaries, or any consortium or other venture in which Petrobras or any subsidiary has any ownership or other similar interest; | |
• | any drilling or other rig, any drilling or production platform, pipeline, marine vessel, vehicle or other equipment or any refinery, oil or gas field, processing plant, real property (whether leased or owned), right of way or plant or other fixtures or equipment; | |
• | any revenues or claims that arise from the operation, failure to meet specifications, failure to complete, exploitation, sale, loss or damage to, such concession, authorization or other legal right or such drilling or |
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other rig, drilling or production platform, pipeline, marine vessel, vehicle or other equipment or refinery, oil or gas field, processing plant, real property, right of way, plant or other fixtures or equipment or any contract or agreement relating to any of the foregoing or the project financing of any of the foregoing (including insurance policies, credit support arrangements and other similar contracts) or any rights under any performance bond, letter of credit or similar instrument issued in connection therewith; |
• | any oil, gas, petrochemical or other hydrocarbon-based products produced or processed by such project, including any receivables or contract rights arising therefrom or relating thereto and any such product (and such receivables or contract rights) produced or processed by other projects, fields or assets to which the lenders providing the project financing required, as a condition therefore, recourse as security in addition to that produced or processed by such project; and | |
• | shares or other ownership interest in, and any subordinated debt rights owing to Petrobras by, a special purpose company formed solely for the development of a project, and whose principal assets and business are constituted by such project and whose liabilities solely relate to such project. |
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• | the noteholder has a connection with the taxing jurisdiction other than merely holding the debt securities or debt warrants or receiving principal or interest payments on the debt securities or debt warrants (such as citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the taxing jurisdiction); | |
• | any tax imposed on, or measured by, net income; | |
• | the noteholder fails to comply with any certification, identification or other reporting requirements concerning its nationality, residence, identity or connection with the taxing jurisdiction, if (x) such compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or a part of the tax, levy, deduction or other governmental charge, (y) the noteholder is able to comply with such requirements without undue hardship and (z) at least 30 calendar days prior to the first payment date with respect to which such requirements under the applicable law, regulation, administrative practice or treaty will apply, Petrobras has notified all noteholders that they will be required to comply with such requirements; | |
• | the noteholder fails to present (where presentation is required) its note within 30 calendar days after Petrobras has made available to the noteholder a payment under the standby purchase agreement, provided that Petrobras will pay additional amounts which a noteholder would have been entitled to had the note owned by such noteholder been presented on any day (including the last day) within such 30 calendar day period; | |
• | any estate, inheritance, gift, value added, use or sales taxes or any similar taxes, assessments or other governmental charges; | |
• | where such taxes, levies, deductions or other government charges are imposed on a payment on the debt securities or debt warrants to an individual and are required to be made pursuant to any European Council Union Directive implementing the conclusions of the ECOFIN Council meeting of November26-27, 2000 on the taxation savings income or any law implementing or complying with, or introduced in order to conform to, such directive; | |
• | where the noteholder could have avoided such taxes, levies, deductions or other government charges by requesting that a payment on the debt securities or debt warrants be made by, or presenting the relevant debt securities or debt warrants for payment to, another paying agent of Petrobras located in a member state of the European Union; or | |
• | where the noteholder would have been able to avoid the tax, levy, deduction or other governmental charge by taking reasonable measures available to such noteholder. |
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• | Petrobras does not timely request that the rights be distributed to you or it requests that the rights not be distributed to you; or | |
• | Petrobras fails to deliver satisfactory documents to the depositary; or | |
• | it is not reasonably practicable to distribute the rights. |
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• | Petrobras does not request that the property be distributed to you or if it asks that the property not be distributed to you; or | |
• | Petrobras does not deliver satisfactory documents to the depositary; or | |
• | the depositary determines that all or a portion of the distribution to you is not reasonably practicable. |
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• | the preferred shares or common shares, as applicable, are duly authorized, validly issued, fully paid, non-assessable and legally obtained; | |
• | all preemptive (and similar) rights, if any, with respect to the preferred shares or common shares, as applicable, have been validly waived or exercised; | |
• | you are duly authorized to deposit the preferred shares or common shares, as applicable; | |
• | the preferred shares or common shares, as applicable, presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement); and | |
• | the preferred shares or common shares, as applicable, presented for deposit have not been stripped of any rights or entitlements. |
• | delays that may arise out of temporary closing of transfer books of the preferred shares or common shares, as applicable, or ADSs, or temporary suspension of transferability of preferred shares or common shares, as applicable, are immobilized due to a shareholders’ meeting or a payment of dividends; |
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• | unsatisfied obligations to pay fees, taxes and similar charges; or | |
• | restrictions imposed by laws or regulations applicable to ADSs or the withdrawal of securities on deposit. |
Service Fees | Fees | |
Issuance of ADS | Up to U.S.$5.00 per 100 ADSs issued | |
Cancellation of ADS | Up to U.S.$5.00 per 100 ADSs canceled | |
Exercise of rights to purchase additional ADSs | Up to U.S.$5.00 per 100 ADSs issued | |
Distribution of cash dividends | No fee (so long as prohibited by NYSE) | |
Distribution of ADSs in connection with stock dividends or other free stock distributions | No fee (so long as prohibited by NYSE) | |
Distribution of cash | Up to U.S.$2.00 per 100 ADSs held (i.e., upon sale of rights or other entitlements) |
• | fees and expenses as are incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to preferred shares or common shares, ADSs and ADRs; | |
• | expenses incurred in converting foreign currency into U.S. dollars; | |
• | cable, telex and fax transmissions and delivery expenses, as expressly provided for in the applicable deposit agreement; and | |
• | taxes and duties upon the transfer of securities (i.e., when preferred shares or common shares are deposited or withdrawn from deposit). |
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• | Petrobras and the depositary are obligated to take only the actions specifically stated in the applicable deposit agreement without negligence or bad faith; | |
• | the depositary will not be liable for any failure to carry out voting instructions, for the manner in which any vote is cast or for the effect of any vote, provided that the depositary acts in good faith and in accordance with the terms of the applicable deposit agreement; |
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• | the depositary will not be liable for any failure by it to determine that any distribution or action may be reasonably practicable, for the content of any information submitted by Petrobras for distribution to holders (or for any translation of a distribution), for any investment risk associated with an investment in the common shares, for the validity of the preferred shares or common shares or from any tax consequences that result from ownership of the ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the applicable deposit agreement, for the timeliness of any of our notices or for our failure to give notice; | |
• | Petrobras and the depositary will not be obligated to perform any act that is inconsistent with the terms of the applicable deposit agreement; | |
• | Petrobras and the depositary disclaim any liability if either of them is prevented or forbidden from acting on account of any law or regulation, any provision of either of their charters, any provision of any securities on deposit or by reason of any act of God or war or other circumstances beyond either of their control; | |
• | Petrobras and the depositary disclaim any liability by reason of any exercise of or failure to exercise, any discretion granted by the deposit agreements or in either of their charters or in any provisions of securities on deposit; | |
• | Petrobras and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting preferred shares or common shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of Petrobras and the depositary in good faith to be competent to give such advice or information; | |
• | Petrobras and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of preferred shares or common shares but is not, under the terms of the applicable deposit agreement, made available to you; and | |
• | Petrobras and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties. |
• | the need to receive collateral; | |
• | the type of collateral required; and | |
• | the representations required from brokers. |
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• | convert (or cause the custodian to convert) the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical; | |
• | distribute the foreign currency to holders for whom the distribution is lawful and practical; or | |
• | hold the foreign currency (without liability for interest) for the accounts of the holders entitled to receive the foreign currency. |
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• | a limited purpose trust company organized under the New York State Banking Law; | |
• | a “banking organization” within the meaning of the New York State Banking Law; | |
• | a member of the U.S. Federal Reserve System; | |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and | |
• | a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934. |
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• | will not be entitled to have securities represented by the global security registered in their names; | |
• | will not receive or be entitled to receive physical, certificated securities; and | |
• | will not be considered the registered owners or holders of the securities under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture. |
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• | DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global securities and a successor depositary is not appointed within 90 days; | |
• | DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days; | |
• | we, at our option, notify the trustee that we elect to cause the issuance of certificated securities; or | |
• | certain other events provided in the indenture should occur, including the occurrence and continuance of an event of default with respect to the securities. |
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• | the depositary is no longer willing or able to discharge its responsibilities properly, and neither the trustee nor we have appointed a qualified successor within 90 days; or | |
• | we, at our option, notify the trustee that we elect to cause the issuance of certificated debt securities; or | |
• | certain other events provided in the indenture should occur, including the occurrence and continuance of an event of default with respect to the debt securities. |
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• | you will not be entitled to receive a certificate representing our interest in the debt securities; | |
• | all references in this prospectus supplement or in the accompanying prospectus to actions by holders will refer to actions taken by a depositary upon instructions from their direct participants; and | |
• | all references in this prospectus supplement or in the accompanying prospectus to payments and notices to holders will refer to payments and notices to the depositary as the registered holder of the debt securities, for distribution to you in accordance with its policies and procedures. |
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• | through agents; | |
• | to dealers or underwriters for resale; | |
• | directly to purchasers; or | |
• | through a combination of any of these methods of sale. |
• | at a fixed price or prices, which may be changed; | |
• | at market prices prevailing at the time of sale; | |
• | at prices related to prevailing market prices; or | |
• | at negotiated prices. |
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Amount to be paid | ||||
Legal Fees and Expenses | $ | 150,000 | ||
Accounting Fees and Expenses | 100,000 | |||
Printing and Engraving Expenses | 10,000 | |||
Miscellaneous | 20,000 | |||
Total | $ | 280,000 | ||
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• | it fulfills all formalities required for its enforceability under the laws of the country where the foreign judgment is granted; | |
• | it is for the payment of a sum certain of money; | |
• | it was issued by a competent court in the jurisdiction where the judgment was awarded after service of process was properly made in accordance with applicable law; | |
• | it is not subject to appeal; | |
• | it is authenticated by a Brazilian consular office in the country where it was issued, and is accompanied by a sworn translation into Portuguese; and | |
• | it is not contrary to Brazilian national sovereignty, public policy or good morals. |
• | original actions based on the U.S. federal securities laws may be brought in Brazilian courts and that, subject to Brazilian public policy and national sovereignty, Brazilian courts may enforce liabilities in such actions against Petrobras, certain of its directors and officers and the advisors named herein; | |
• | if an investor resides outside Brazil and owns no real property in Brazil, he or she must provide a bond sufficient to guarantee court costs and legal fees, including the defendant’s attorneys’ fees, as determined by the Brazilian court, in connection with litigation in Brazil, except in the case of the enforcement of a foreign judgment which has been confirmed by the Brazilian Superior Court of Justice; | |
• | Brazilian law limits an investor’s ability as a judgment creditor of Petrobras to satisfy a judgment against Petrobras by attaching certain of its assets; |
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• | a new law has been enacted in Brazil to regulate judicial and extrajudicial reorganization and liquidation of business companies. Such law revoked the previous Brazilian Bankruptcy law. The new law is not applicable to mixed capital companies, such as Petrobras, and does not provide whether the federal government of Brazil is liable for Petrobras’ obligations in the event of bankruptcy; | |
• | Brazilian law limits an investor’s ability as a judgment creditor of Petrobras to satisfy a judgment against Petrobras by attaching certain of its assets; | |
• | according to recent changes to the Brazilian Corporate Law, mixed-capital companies such as Petrobras, are no longer protected from bankruptcy proceedings and its controlling shareholder, the federal government of Brazil, is no longer contingently liable for Petrobras’ obligations; and | |
• | certain of Petrobras’ exploration and production assets may be subject to reversion to the Brazilian government under Petrobras’ concession agreements. Such assets, under certain circumstances, may not be subject to attachment or execution. |
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