Petrobras - Petroleo Brasileiro SA 6-K, filed Sep 10, 2025
Petrobras - Petroleo Brasileiro SA (PBR)
About this 6-K
Petrobras - Petroleo Brasileiro SA filed this 6-K on September 10, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2025
Commission File Number 001-15106
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
(Exact name of registrant as specified in its charter)
Brazilian Petroleum Corporation - PETROBRAS
(Translation of Registrant's name into English)
Avenida Henrique Valadares,
28
20241-030 - Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
This report on Form 6-K shall be deemed to be incorporated by reference into the Registration Statement on Form F-3 of Petróleo Brasileiro S.A. — Petrobras (No. 333-283981) and Petrobras Global Finance B.V. – PGF (No. 333-283981-01) and the related prospectus supplement dated September 3, 2025.
Exhibit 4.1 — Guaranty for the 2030 Notes
Exhibit 4.2 — Guaranty for the 2036 Notes
Exhibit 4.3 — Seventh Supplemental Indenture
Exhibit 4.4 — Eighth Supplemental Indenture
Exhibit 4.5 — Form of 5.125% Global Notes due 2030 (included in Exhibit 4.3)
Exhibit 4.6 — Form of 6.250% Global Notes due 2036 (included in Exhibit 4.4)
Exhibit 5.1 — Opinion of internal counsel to Petrobras
Exhibit 5.2 — Opinion of Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel to PGF and Petrobras
Exhibit 5.3 — Opinion of Heussen B.V., Dutch counsel to PGF
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PETRÓLEO BRASILEIRO S.A--PETROBRAS | ||
| By: | /s/ Andre Gameiro Rua | |
| Name: Andre Gameiro Rua | ||
| Title: Attorney-in-fact | ||
| By: | /s/ Lucas Tavares de Mello | |
| Name: Lucas Tavares de Mello | ||
| Title: Attorney-in-fact | ||
Date: September 10, 2025
Exhibit 4.1
GUARANTY
Dated as of September 10, 2025
between
PETRÓLEO BRASILEIRO S.A.—PETROBRAS,
as Guarantor,
and
THE BANK OF NEW YORK MELLON, as
Trustee for the Noteholders
Referred to Herein
Table of Contents
Page
| SECTION 1. | Definitions | 3 |
| SECTION 2. | Guaranty | 7 |
| SECTION 3. | Guaranty Absolute | 8 |
| SECTION 4. | Independent Obligation | 9 |
| SECTION 5. | Waivers and Acknowledgments | 9 |
| SECTION 6. | Claims Against the Issuer | 11 |
| SECTION 7. | Covenants | 11 |
| SECTION 8. | Amendments, Etc. | 14 |
| SECTION 9. | Indemnity | 15 |
| SECTION 10. | Notices, Etc. | 15 |
| SECTION 11. | Survival | 15 |
| SECTION 12. | No Waiver; Remedies | 15 |
| SECTION 13. | Continuing Agreement; Assignment of Rights | 16 |
| SECTION 14. | Currency Rate Indemnity | 16 |
| SECTION 15. | Governing Law; Jurisdiction; Waiver of Immunity, Etc. | 17 |
| SECTION 16. | Execution in Counterparts | 18 |
| SECTION 17. | Entire Agreement | 18 |
| SECTION 18. | The Trustee | 18 |
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GUARANTY
GUARANTY (this “Guaranty”), dated as of September 10, 2025 between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Guarantor”), sociedade de economia mista (partially state-owned enterprise) organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the Indenture (as defined below) (the “Trustee”).
WITNESSETH:
WHEREAS, Petrobras Global Finance B.V., a private company incorporated with limited liability under the laws of The Netherlands and a wholly-owned Subsidiary of the Guarantor (the “Issuer”), has entered into an Indenture dated as of August 28, 2018 (the “Original Indenture”) with the Trustee, as supplemented by the Seventh Supplemental Indenture among the Issuer, the Guarantor and the Trustee, dated as of September 10, 2025 (the “Seventh Supplemental Indenture”). The Original Indenture, as supplemented by the Seventh Supplemental Indenture and as amended or supplemented from time to time with respect to the Notes, is hereinafter referred to as the “Indenture;”
WHEREAS, the Issuer has duly authorized the issuance of its notes in such principal amount or amounts as may from time to time be authorized in accordance with the Indenture and is, on the date hereof, issuing U.S.$1,000,000,000 aggregate principal amount of its 5.125% Global Notes due 2030 under the Indenture (the “Notes”);
WHEREAS, the Guarantor is willing to enter into this Guaranty in order to provide the holders of the Notes (the “Noteholders”) with an irrevocable and unconditional guaranty that, if the Issuer shall fail to make any required payments of principal, interest or other amounts due in respect of the Notes and the Indenture, the Guarantor will pay any such amounts whether at stated maturity, or earlier or later by acceleration or otherwise;
WHEREAS, the Guarantor agrees that it will derive substantial direct and indirect benefits from the issuance of the Notes by the Issuer;
WHEREAS, it is a condition precedent to the issuance of the Notes that the Guarantor shall have executed this Guaranty;
WHEREAS, each of the parties hereto is entering into this Guaranty for the benefit of the other party and for the equal and ratable benefit of the Noteholders;
NOW, THEREFORE, the Guarantor and the Trustee hereby agree as follows:
SECTION 1. Definitions. (a) All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture, as supplemented and amended by the Seventh Supplemental Indenture. All such definitions shall be read in a manner consistent with the terms of this Guaranty. (b) As used herein, the following capitalized terms shall have the following meanings:
“Authorized Representative” of the Guarantor or any other Person means the person or persons authorized to act on behalf of such entity by its chief executive officer, president, chief operating officer, chief financial officer or any vice president or its Board of Directors or any other governing body of such entity.
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“Board of Directors” when used with respect to a corporation, means either the board of directors of such corporation or any committee of that board duly authorized to act for it, and when used with respect to a limited liability company, partnership or other entity other than a corporation, any Person or body authorized by the organizational documents or by the voting equity owners of such entity to act for them.
“Denomination Currency” has the meaning specified in Section 14(a).
“Guaranteed Obligations” has the meaning specified in Section 2(a).
“Judgment Currency” has the meaning specified in Section 14(a).
“Material Adverse Effect” means a material adverse effect on (a) the business, operations, assets, property, condition (financial or otherwise) or, results of operation, of the Guarantor together with its consolidated Subsidiaries, taken as a whole, (b) the validity or enforceability of this Guaranty or any other Transaction Document or (c) the ability of the Guarantor to perform its obligations under this Guaranty or any other Transaction Document, or the material rights or benefits available to the Noteholders or the Trustee, as representative of the Noteholders under the Indenture, this Guaranty or any of the other Transaction Documents.
“Material Subsidiary” means, as to any Person, any Subsidiary of such Person which, on any given date of determination, accounts for more than 15% of such Person’s total consolidated assets, as such total assets are set forth on the most recent consolidated financial statements of such Person prepared in accordance with IFRS.
“Officer’s Certificate” means a certificate of an Authorized Representative of the Guarantor.
“Opinion of Counsel” means a written opinion of counsel from any Person either expressly referred to herein or otherwise reasonably satisfactory to the Trustee which may include, without limitation, counsel for the Guarantor, whether or not such counsel is an employee of the Guarantor.
“Permitted Lien” means a:
(i) Lien granted in respect of Indebtedness owed to the Brazilian government, Banco Nacional de Desenvolvimento Econômico e Social or any official government agency or department of the government of Brazil or of any state or region thereof;
(ii) Lien arising by operation of law, such as merchants’, maritime or other similar Liens arising in the Guarantor’s ordinary course of business or that of any Subsidiary or Lien in respect of taxes, assessments or other governmental charges that are not yet delinquent or that are being contested in good faith by appropriate proceedings;
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(iii) Lien arising from the Guarantor’s obligations under performance bonds or surety bonds and appeal bonds or similar obligations incurred in the ordinary course of business and consistent with the Guarantor’s past practice;
(iv) Lien arising in the ordinary course of business in connection with Indebtedness maturing not more than one year after the date on which that Indebtedness was originally incurred and which is related to the financing of export, import or other trade transactions;
(v) Lien granted upon or with respect to any assets hereafter acquired by the Guarantor or any Subsidiary to secure the acquisition costs of those assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition of those assets, including any Lien existing at the time of the acquisition of those assets, so long as the maximum amount so secured will not exceed the aggregate acquisition costs of all such assets or the aggregate Indebtedness incurred solely for the acquisition of those assets, as the case may be;
(vi) Lien granted in connection with the Indebtedness of a Wholly-Owned Subsidiary owing to the Guarantor or another Wholly-Owned Subsidiary;
(vii) Lien existing on any asset or on any stock of any Subsidiary prior to the acquisition thereof by the Guarantor or any Subsidiary so long as that Lien is not created in anticipation of that acquisition;
(viii) Lien over any Qualifying Asset relating to a project financed by, and securing Indebtedness incurred in connection with, the Project Financing of that project by the Guarantor, any of the Guarantor’s Subsidiaries or any consortium or other venture in which the Guarantor or any Subsidiary has any ownership or other similar interest;
(ix) Lien existing as of the date of the Seventh Supplemental Indenture;
(x) Lien resulting from the Transaction Documents;
(xi) Lien incurred in connection with the issuance of debt or similar securities of a type comparable to those already issued by the Guarantor, on amounts of cash or cash equivalents on deposit in any reserve or similar account to pay interest on such securities for a period of up to 24 months as required by any Rating Agency as a condition to such Rating Agency rating such securities investment grade, or as is otherwise consistent with market conditions at such time;
(xii) Lien granted or incurred to secure any extension, renewal, refinancing, refunding or exchange (or successive extensions, renewals, refinancings, refundings or exchanges), in whole or in part, of or for any Indebtedness secured by a Lien referred to in paragraphs (i) through (xi) above (but not paragraph (iv)), provided that such Lien does not extend to any other property, the principal amount of the Indebtedness secured by the Lien is not increased, and in the case of paragraphs (i), (ii), (iii) and (vii), the obligees meet the requirements of that paragraph, and in the case of paragraph (viii), the Indebtedness is incurred in connection with a Project Financing by the Guarantor, any of the Guarantor’s Subsidiaries or any consortium or other venture in which the Guarantor or any Subsidiary have any ownership or other similar interest; and
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(xiii) Lien in respect of Indebtedness the principal amount of which in the aggregate, together with all Liens not otherwise qualifying as the Guarantor’s Permitted Liens pursuant to clauses (i) through (xii) of this definition of Permitted Liens, does not exceed 20% of the Guarantor’s consolidated total assets (as determined in accordance with IFRS) at any date as at which the Guarantor’s balance sheet is prepared and published in accordance with applicable Law.
“Process Agent” has the meaning specified in Section 15(c).
“Project Financing” of any project means the incurrence of Indebtedness relating to the exploration, development, expansion, renovation, upgrade or other modification or construction of such project pursuant to which the providers of such Indebtedness or any trustee or other intermediary on their behalf or beneficiaries designated by any such provider, trustee or other intermediary are granted security over one or more Qualifying Assets relating to such project for repayment of principal, premium and interest or any other amount in respect of such Indebtedness.
“Qualifying Asset” in relation to any Project Financing means:
(i) any concession, authorization or other legal right granted by any Governmental Authority to the Guarantor or any of the Guarantor’s Subsidiaries, or any consortium or other venture in which the Guarantor or any Subsidiary has any ownership or other similar interest;
(ii) 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;
(iii) any revenues or claims which 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;
(iv) 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 therefor, recourse as security in addition to that produced or processed by such project; and
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(v) shares or other ownership interest in, and any subordinated debt rights owing to the Guarantor 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.
“SEC” means the United States Securities and Exchange Commission.
“Successor Company” has the meaning specified in Section 7(e)(A).
“Termination Date” has the meaning specified in Section 6.
“Transaction Documents” means, collectively, the Indenture, the Notes and this Guaranty.
(c) Construction. The parties agree that items (1) through (5) of Section 1.01 of the Original Indenture shall apply to this Guaranty, except as otherwise expressly provided or unless the context otherwise requires.
SECTION 2. Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer.
(b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes.
(c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee.
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All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.
SECTION 3. Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability of any of the Transaction Documents;
(ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes;
(iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty;
(iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;
(v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes;
(vi) any manner of sale or other disposition of any assets of any Noteholder;
(vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor;
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(viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information);
(ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture;
(x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or
(xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction.
(b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.
SECTION 4. Independent Obligation. The obligations of the Guarantor hereunder are independent of the Issuer’s obligations under the Notes and the Indenture. The Trustee, on behalf of the Noteholders, may neglect or forbear to enforce payment under the Indenture and the Notes, without in any way affecting or impairing the liability of the Guarantor hereunder. The Trustee shall not be obligated to exhaust recourse or remedies against the Issuer to recover payments required to be made under the Indenture nor take any other action against the Issuer before being entitled to payment from the Guarantor of all amounts contemplated in Section 2 hereof owed hereunder or proceed against or have resort to any balance of any deposit account or credit on the books of the Trustee in favor of the Issuer or in favor of the Guarantor. Without limiting the generality of the foregoing, the Trustee shall have the right to bring a suit directly against the Guarantor, either prior or subsequent to or concurrently with any lawsuit against, or without bringing suit against, the Issuer.
SECTION 5. Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person.
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(b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future.
(c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder.
(d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable.
(e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits.
(f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes.
(g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 794, caput, of the Brazilian Civil Procedure Code.
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SECTION 6. Claims Against the Issuer. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Issuer or any other guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Guaranty or any other Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, or to participate in any claim or remedy of the Trustee, on behalf of the Noteholders, against the Issuer or any other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer or any other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and (b) the date on which all of the obligations of the Issuer under the Indenture and the Notes have been discharged in full (the later of such dates being the “Termination Date”), such amount shall be paid over to and received and held by the Trustee in trust for the benefit of the Noteholders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Trustee in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Indenture. If (i) the Guarantor shall make payment to any Noteholder or the Trustee, on behalf of the Noteholders, of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and (iii) the Termination Date shall have occurred, then the Trustee, on behalf of the Noteholders, will, at the Guarantor’s written request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by the Guarantor pursuant to this Guaranty.
SECTION 7. Covenants. For so long as the Notes remain outstanding or any amount remains unpaid on the Notes and the Indenture, the Guarantor will, and will cause each of its Subsidiaries, as applicable, to comply with the terms and covenants set forth below (except as otherwise provided in a duly authorized amendment to this Guaranty as provided herein):
(a) Performance of Obligations. The Guarantor shall pay all amounts owed by it and comply with all its other obligations under the terms of this Guaranty and the Indenture in accordance with the terms thereof.
(b) Maintenance of Corporate Existence. The Guarantor will (i) maintain in effect its corporate existence and all registrations necessary therefor except as otherwise permitted by Section 7(e) and (ii) take all actions to maintain all rights, privileges, titles to property, franchises, concessions and the like necessary or desirable in the normal conduct of its business, activities or operations; provided, however, that this Section 7(b) shall not require the Guarantor to maintain any such right, privilege, title to property or franchise if the failure to do so does not, and will not, have a Material Adverse Effect.
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(c) Maintenance of Office or Agency. So long as any of the Notes are outstanding, the Guarantor will maintain in the United States, an office or agency where notices to and demands upon the Guarantor in respect of this Guaranty may be served, and the Guarantor will not change the designation of such office without prior written notice to the Trustee and designation of a replacement office or agency in the United States.
(d) Ranking. The Guarantor will ensure at all times that its obligations under this Guaranty will constitute the general, senior, unsecured and unsubordinated obligations of the Guarantor and will rank pari passu, without any preferences among themselves, with all other present and future senior unsecured and unsubordinated obligations of the Guarantor (other than obligations preferred by statute or by operation of law) that are not, by their terms, expressly subordinated in right of payment to the obligations of the Guarantor under this Guaranty.
(e) Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless:
(A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty;
(B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall 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 Notes pursuant to this Guaranty;
(C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and
(D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with.
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(ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):
(A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or
(B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or
(C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or
(D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.
(f) Negative Pledge. So long as any Note remains outstanding, the Guarantor will not create or permit any Lien, other than a Permitted Lien, on any of its assets to secure (i) any of the Guarantor’s Indebtedness or (ii) the Indebtedness of any other person, unless the Guarantor contemporaneously creates or permits the lien to secure equally and ratably its obligations under the guaranties or the Guarantor provides other security for its obligations under this Guaranty and the Indenture as is duly approved by a resolution of the Noteholders in accordance with the Indenture. In addition, the Guarantor will not allow any of its Material Subsidiaries, if any, to create or permit any lien, other than a Permitted Lien, on any of the Guarantor’s assets to secure (i) any of the Guarantor’s Indebtedness; (ii) any of the Material Subsidiary’s Indebtedness or (iii) the Indebtedness of any other Person, unless the Guarantor contemporaneously creates or permits the Lien to secure equally and ratably the Guarantor’s obligations under this Guaranty and the Indenture or the Guarantor provides such other security for its obligations under this Guaranty and the Indenture as is duly approved by the Trustee, at the discretion of the Noteholders in accordance with the Indenture.
(g) Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with IFRS and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with IFRS. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
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(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(g)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).
SECTION 8. Amendments, Etc. No amendment or waiver of any provision of this Guaranty and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Trustee and the Guarantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. For the avoidance of doubt, Article IX of the Indenture shall apply to an amendment to this Guaranty to determine whether the consent of Holders is required for an amendment and if so, the required percentage of Holders of the Notes required to approve the amendment.
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SECTION 9. Indemnity. The Guarantor agrees to fully indemnify the Trustee and any predecessor Trustee and their agents for, and to hold it harmless against, any and all loss, liability, damages, claims or expense arising out of or in connection with the performance of its duties under this Guaranty, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent that any such loss, liability or expense may be attributable to its negligence or bad faith.
SECTION 10. Notices, Etc. (a) All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy) and mailed, e-mailed or delivered by hand, if to the Guarantor, addressed to it at Avenida Henrique Valadares, 28 – Tower A, 1st floor, 20231-030 Rio de Janeiro – RJ, Brazil, Telephone: +55 (21) 3224-1401, E-mail: financas@petrobras.com.br, Attention: Mauricio Nogueira, Finance Department, if to the Trustee, to The Bank of New York Mellon, at 240 Greenwich Street, Floor 7 East, New York, New York, 10286, USA, Telephone: +1 (212) 815 4259, E-mail: gcs.specialty.glam.conv@bny.com, Attention: Corporate Trust Department or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall, when e-mailed, be effective when transmitted.
(b) All payments made by the Guarantor to the Trustee hereunder shall be made to the Payment Account (as defined in the Indenture).
SECTION 11. Survival. Without prejudice to the survival of any of the other agreements of the Guarantor under this Guaranty or any of the other Transaction Documents, the agreements and obligations of the Guarantor contained in Section 2 (with respect to the payment of all other amounts owed under the Indenture), Section 9 and Section 14 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, the termination of this Guaranty and/or the resignation or removal of the Trustee.
SECTION 12. No Waiver; Remedies. No failure on the part of the Trustee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
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SECTION 13. Continuing Agreement; Assignment of Rights Under the Indenture and the Notes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the repayment in full by the Issuer of all amounts due and owing under the Indenture with respect to the Notes and (ii) the repayment in full of all Guaranteed Obligations and all other amounts payable under this Guaranty, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Trustee, on behalf of Noteholders, and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Noteholder may assign or otherwise transfer its rights and obligations under the Indenture (including, without limitation, the Note held by it) to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Noteholder herein or otherwise, in each case as and to the extent provided in the Indenture. The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Noteholders.
SECTION 14. Currency Rate Indemnity. (a) The Guarantor shall (to the extent lawful) indemnify the Trustee and the Noteholders and keep them indemnified against:
(i) in the case of nonpayment by the Guarantor of any amount due to the Trustee, on behalf of the Noteholders, under this Guaranty any loss or damage incurred by any of them arising by reason of any variation between the rates of exchange used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Guarantor; and
(ii) any deficiency arising or resulting from any variation in rates of exchange between (a) the date as of which the local currency equivalent of the amounts due or contingently due under this Guaranty or in respect of the Notes is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Guarantor, and (b) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any bankruptcy, insolvency or liquidation or any distribution of assets in connection therewith.
(a) The Guarantor agrees that, if a judgment or order given or made by any court for the payment of any amount in respect of its obligations hereunder is expressed in a currency (the “Judgment Currency”) other than U.S. dollars (the “Denomination Currency”), it will indemnify the relevant Holder and the Trustee against any deficiency arising or resulting from any variation in rates of exchange between the date at which the amount in the Denomination Currency is notionally converted into the amount in the Judgment Currency for the purposes of such judgment or order and the date of actual payment thereof.
(b) The above indemnities shall constitute separate and independent obligations of the Guarantor from its obligations hereunder, will give rise to separate and independent causes of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment or the filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Guarantor for a liquidated sum or sums in respect of amounts due under this Guaranty, or under the Indenture or the Notes or under any judgment or order.
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SECTION 15. Governing Law; Jurisdiction; Waiver of Immunity, Etc.
(a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.
(b) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any state or Federal court in the Borough of Manhattan, The City of New York, State of New York, in any action or proceeding arising out of or relating to this Guaranty or any of the other Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such state court or, to the extent permitted by law, in such federal court. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding against the Issuer or the Guarantor, as the case may be, relating to this Guaranty or any other Transaction Document in the courts of any jurisdiction.
(c) The Guarantor hereby irrevocably appoints and empowers Petrobras America Inc., with offices located at 757 N Eldridge Pkwy, Suite 1100, Houston, TX 77079 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceedings in any state or Federal court in the Borough of Manhattan, The City of New York, State of New York, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Guarantor will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of such Process Agent and; should such Process Agent become unavailable for this purpose for any reason, the Guarantor will promptly and irrevocably designate a new Process Agent within the United States, which will agree to act as such, with the powers and for the purposes specified in this subsection (c). The Guarantor irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 10 or to any other address of which it shall have given notice pursuant to Section 10 or to its Process Agent. Service upon the Guarantor or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Guarantor shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
(d) The Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Transaction Documents to which it is or is to be a party in any state or Federal court in the Borough of Manhattan, The City of New York, State of New York. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.
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(e) THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OF THE TRANSACTION DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY NOTEHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
(f) This Guaranty and any other documents delivered pursuant hereto, and any actions taken hereunder, constitute commercial acts by the Guarantor. The Guarantor irrevocably and unconditionally and to the fullest extent permitted by law, waives, and agrees not to plead or claim, any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) for itself, the Issuer or any of their property, assets or revenues wherever located with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Guaranty, any of the Transaction Documents or any document delivered pursuant hereto, in each case for the benefit of each assigns, it being intended that the foregoing waiver and agreement will be effective, irrevocable and not subject to withdrawal in any and all jurisdictions, and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (f) shall have the fullest scope permitted under the United States Foreign Sovereign Immunities Act of 1976 and are intended to be irrevocable for the purposes of such act.
SECTION 16. Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
SECTION 17. Entire Agreement. This Guaranty, together with the Indenture and the Notes, sets forth the entire agreement of the parties hereto with respect to the subject matter hereof.
SECTION 18. The Trustee. In the performance of its obligations hereunder, the Trustee shall be entitled to all the rights, benefits, protections, indemnities and immunities afforded to it under the Indenture.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
| PETRÓLEO BRASILEIRO S.A. – PETROBRAS | ||
| By: | /s/ Andre Gameiro Rua | |
| Name: Andre Gameiro Rua | ||
| Title: Attorney-in-fact | ||
| By: | /s/ Lucas Tavares de Mello | |
| Name: Lucas Tavares de Mello | ||
| Title: Attorney-in-fact | ||
| WITNESSES: | ||
| 1. | /s/ Renan Feuchard Pinto | |
| Name: Renan Feuchard Pinto | ||
| 2. | /s/ Isabela de Souza Niedzielski M. Andrea | |
| Name: Isabela de Souza Niedzielski M. Andrea | ||
[Signature Page – 2030 Notes Guaranty]
| ACKNOWLEDGED: | ||
| THE BANK OF NEW YORK MELLON, as Trustee and not in its individual capacity | ||
| By: | /s/ Ester Antoine | |
| Name: Ester Antoine | ||
| Title: Vice President | ||
[Signature Page – 2030 Notes Guaranty]
| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
On this 8th day of September 2025, before me, a notary public within and for said county, personally appeared Esther Antoine, to me personally known, who being duly sworn, did say that she is a Vice President of The Bank of New York Mellon, one of the persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said entity.
[Notarial Seal]
| /s/ Alexander Titus Tonge | |
| Notary Public | |
| COMMISSION EXPIRES |
[Signature Page – 2030 Notes Guaranty]
Exhibit 4.2
GUARANTY
Dated as of September 10, 2025
between
PETRÓLEO BRASILEIRO S.A.—PETROBRAS,
as Guarantor,
and
THE BANK OF NEW YORK MELLON, as
Trustee for the Noteholders
Referred to Herein
Table of Contents
Page
| SECTION 1. | Definitions | 3 |
| SECTION 2. | Guaranty | 7 |
| SECTION 3. | Guaranty Absolute | 8 |
| SECTION 4. | Independent Obligation | 9 |
| SECTION 5. | Waivers and Acknowledgments | 9 |
| SECTION 6. | Claims Against the Issuer | 11 |
| SECTION 7. | Covenants | 11 |
| SECTION 8. | Amendments, Etc. | 14 |
| SECTION 9. | Indemnity | 15 |
| SECTION 10. | Notices, Etc. | 15 |
| SECTION 11. | Survival | 15 |
| SECTION 12. | No Waiver; Remedies | 15 |
| SECTION 13. | Continuing Agreement; Assignment of Rights | 16 |
| SECTION 14. | Currency Rate Indemnity | 16 |
| SECTION 15. | Governing Law; Jurisdiction; Waiver of Immunity, Etc. | 17 |
| SECTION 16. | Execution in Counterparts | 18 |
| SECTION 17. | Entire Agreement | 18 |
| SECTION 18. | The Trustee | 18 |
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GUARANTY
GUARANTY (this “Guaranty”), dated as of September 10, 2025 between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Guarantor”), sociedade de economia mista (partially state-owned enterprise) organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the Indenture (as defined below) (the “Trustee”).
WITNESSETH:
WHEREAS, Petrobras Global Finance B.V., a private company incorporated with limited liability under the laws of The Netherlands and a wholly-owned Subsidiary of the Guarantor (the “Issuer”), has entered into an Indenture dated as of August 28, 2018 (the “Original Indenture”) with the Trustee, as supplemented by the Eighth Supplemental Indenture among the Issuer, the Guarantor and the Trustee, dated as of September 10, 2025 (the “Eighth Supplemental Indenture”). The Original Indenture, as supplemented by the Eighth Supplemental Indenture and as amended or supplemented from time to time with respect to the Notes, is hereinafter referred to as the “Indenture;”
WHEREAS, the Issuer has duly authorized the issuance of its notes in such principal amount or amounts as may from time to time be authorized in accordance with the Indenture and is, on the date hereof, issuing U.S.$1,000,000,000 aggregate principal amount of its 6.250% Global Notes due 2036 under the Indenture (the “Notes”);
WHEREAS, the Guarantor is willing to enter into this Guaranty in order to provide the holders of the Notes (the “Noteholders”) with an irrevocable and unconditional guaranty that, if the Issuer shall fail to make any required payments of principal, interest or other amounts due in respect of the Notes and the Indenture, the Guarantor will pay any such amounts whether at stated maturity, or earlier or later by acceleration or otherwise;
WHEREAS, the Guarantor agrees that it will derive substantial direct and indirect benefits from the issuance of the Notes by the Issuer;
WHEREAS, it is a condition precedent to the issuance of the Notes that the Guarantor shall have executed this Guaranty;
WHEREAS, each of the parties hereto is entering into this Guaranty for the benefit of the other party and for the equal and ratable benefit of the Noteholders;
NOW, THEREFORE, the Guarantor and the Trustee hereby agree as follows:
SECTION 1. Definitions. (a) All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture, as supplemented and amended by the Eighth Supplemental Indenture. All such definitions shall be read in a manner consistent with the terms of this Guaranty. (b) As used herein, the following capitalized terms shall have the following meanings:
“Authorized Representative” of the Guarantor or any other Person means the person or persons authorized to act on behalf of such entity by its chief executive officer, president, chief operating officer, chief financial officer or any vice president or its Board of Directors or any other governing body of such entity.
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“Board of Directors” when used with respect to a corporation, means either the board of directors of such corporation or any committee of that board duly authorized to act for it, and when used with respect to a limited liability company, partnership or other entity other than a corporation, any Person or body authorized by the organizational documents or by the voting equity owners of such entity to act for them.
“Denomination Currency” has the meaning specified in Section 14(a).
“Guaranteed Obligations” has the meaning specified in Section 2(a).
“Judgment Currency” has the meaning specified in Section 14(a).
“Material Adverse Effect” means a material adverse effect on (a) the business, operations, assets, property, condition (financial or otherwise) or, results of operation, of the Guarantor together with its consolidated Subsidiaries, taken as a whole, (b) the validity or enforceability of this Guaranty or any other Transaction Document or (c) the ability of the Guarantor to perform its obligations under this Guaranty or any other Transaction Document, or the material rights or benefits available to the Noteholders or the Trustee, as representative of the Noteholders under the Indenture, this Guaranty or any of the other Transaction Documents.
“Material Subsidiary” means, as to any Person, any Subsidiary of such Person which, on any given date of determination, accounts for more than 15% of such Person’s total consolidated assets, as such total assets are set forth on the most recent consolidated financial statements of such Person prepared in accordance with IFRS.
“Officer’s Certificate” means a certificate of an Authorized Representative of the Guarantor.
“Opinion of Counsel” means a written opinion of counsel from any Person either expressly referred to herein or otherwise reasonably satisfactory to the Trustee which may include, without limitation, counsel for the Guarantor, whether or not such counsel is an employee of the Guarantor.
“Permitted Lien” means a:
(i) Lien granted in respect of Indebtedness owed to the Brazilian government, Banco Nacional de Desenvolvimento Econômico e Social or any official government agency or department of the government of Brazil or of any state or region thereof;
(ii) Lien arising by operation of law, such as merchants’, maritime or other similar Liens arising in the Guarantor’s ordinary course of business or that of any Subsidiary or Lien in respect of taxes, assessments or other governmental charges that are not yet delinquent or that are being contested in good faith by appropriate proceedings;
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(iii) Lien arising from the Guarantor’s obligations under performance bonds or surety bonds and appeal bonds or similar obligations incurred in the ordinary course of business and consistent with the Guarantor’s past practice;
(iv) Lien arising in the ordinary course of business in connection with Indebtedness maturing not more than one year after the date on which that Indebtedness was originally incurred and which is related to the financing of export, import or other trade transactions;
(v) Lien granted upon or with respect to any assets hereafter acquired by the Guarantor or any Subsidiary to secure the acquisition costs of those assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition of those assets, including any Lien existing at the time of the acquisition of those assets, so long as the maximum amount so secured will not exceed the aggregate acquisition costs of all such assets or the aggregate Indebtedness incurred solely for the acquisition of those assets, as the case may be;
(vi) Lien granted in connection with the Indebtedness of a Wholly-Owned Subsidiary owing to the Guarantor or another Wholly-Owned Subsidiary;
(vii) Lien existing on any asset or on any stock of any Subsidiary prior to the acquisition thereof by the Guarantor or any Subsidiary so long as that Lien is not created in anticipation of that acquisition;
(viii) Lien over any Qualifying Asset relating to a project financed by, and securing Indebtedness incurred in connection with, the Project Financing of that project by the Guarantor, any of the Guarantor’s Subsidiaries or any consortium or other venture in which the Guarantor or any Subsidiary has any ownership or other similar interest;
(ix) Lien existing as of the date of the Eighth Supplemental Indenture;
(x) Lien resulting from the Transaction Documents;
(xi) Lien incurred in connection with the issuance of debt or similar securities of a type comparable to those already issued by the Guarantor, on amounts of cash or cash equivalents on deposit in any reserve or similar account to pay interest on such securities for a period of up to 24 months as required by any Rating Agency as a condition to such Rating Agency rating such securities investment grade, or as is otherwise consistent with market conditions at such time;
(xii) Lien granted or incurred to secure any extension, renewal, refinancing, refunding or exchange (or successive extensions, renewals, refinancings, refundings or exchanges), in whole or in part, of or for any Indebtedness secured by a Lien referred to in paragraphs (i) through (xi) above (but not paragraph (iv)), provided that such Lien does not extend to any other property, the principal amount of the Indebtedness secured by the Lien is not increased, and in the case of paragraphs (i), (ii), (iii) and (vii), the obligees meet the requirements of that paragraph, and in the case of paragraph (viii), the Indebtedness is incurred in connection with a Project Financing by the Guarantor, any of the Guarantor’s Subsidiaries or any consortium or other venture in which the Guarantor or any Subsidiary have any ownership or other similar interest; and
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(xiii) Lien in respect of Indebtedness the principal amount of which in the aggregate, together with all Liens not otherwise qualifying as the Guarantor’s Permitted Liens pursuant to clauses (i) through (xii) of this definition of Permitted Liens, does not exceed 20% of the Guarantor’s consolidated total assets (as determined in accordance with IFRS) at any date as at which the Guarantor’s balance sheet is prepared and published in accordance with applicable Law.
“Process Agent” has the meaning specified in Section 15(c).
“Project Financing” of any project means the incurrence of Indebtedness relating to the exploration, development, expansion, renovation, upgrade or other modification or construction of such project pursuant to which the providers of such Indebtedness or any trustee or other intermediary on their behalf or beneficiaries designated by any such provider, trustee or other intermediary are granted security over one or more Qualifying Assets relating to such project for repayment of principal, premium and interest or any other amount in respect of such Indebtedness.
“Qualifying Asset” in relation to any Project Financing means:
(i) any concession, authorization or other legal right granted by any Governmental Authority to the Guarantor or any of the Guarantor’s Subsidiaries, or any consortium or other venture in which the Guarantor or any Subsidiary has any ownership or other similar interest;
(ii) 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;
(iii) any revenues or claims which 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;
(iv) 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 therefor, recourse as security in addition to that produced or processed by such project; and
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(v) shares or other ownership interest in, and any subordinated debt rights owing to the Guarantor 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.
“SEC” means the United States Securities and Exchange Commission.
“Successor Company” has the meaning specified in Section 7(e)(A).
“Termination Date” has the meaning specified in Section 6.
“Transaction Documents” means, collectively, the Indenture, the Notes and this Guaranty.
(c) Construction. The parties agree that items (1) through (5) of Section 1.01 of the Original Indenture shall apply to this Guaranty, except as otherwise expressly provided or unless the context otherwise requires.
SECTION 2. Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer.
(b) In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes.
(c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee.
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All payments actually received by the Trustee pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty, to have been received by the Trustee on the next succeeding Business Day.
SECTION 3. Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability of any of the Transaction Documents;
(ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes;
(iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty;
(iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;
(v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes;
(vi) any manner of sale or other disposition of any assets of any Noteholder;
(vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor;
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(viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information);
(ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture;
(x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or
(xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction.
(b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.
SECTION 4. Independent Obligation. The obligations of the Guarantor hereunder are independent of the Issuer’s obligations under the Notes and the Indenture. The Trustee, on behalf of the Noteholders, may neglect or forbear to enforce payment under the Indenture and the Notes, without in any way affecting or impairing the liability of the Guarantor hereunder. The Trustee shall not be obligated to exhaust recourse or remedies against the Issuer to recover payments required to be made under the Indenture nor take any other action against the Issuer before being entitled to payment from the Guarantor of all amounts contemplated in Section 2 hereof owed hereunder or proceed against or have resort to any balance of any deposit account or credit on the books of the Trustee in favor of the Issuer or in favor of the Guarantor. Without limiting the generality of the foregoing, the Trustee shall have the right to bring a suit directly against the Guarantor, either prior or subsequent to or concurrently with any lawsuit against, or without bringing suit against, the Issuer.
SECTION 5. Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person.
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(b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future.
(c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder.
(d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable.
(e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits.
(f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes.
(g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 794, caput, of the Brazilian Civil Procedure Code.
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SECTION 6. Claims Against the Issuer. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Issuer or any other guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Guaranty or any other Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, or to participate in any claim or remedy of the Trustee, on behalf of the Noteholders, against the Issuer or any other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer or any other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and (b) the date on which all of the obligations of the Issuer under the Indenture and the Notes have been discharged in full (the later of such dates being the “Termination Date”), such amount shall be paid over to and received and held by the Trustee in trust for the benefit of the Noteholders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Trustee in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Indenture. If (i) the Guarantor shall make payment to any Noteholder or the Trustee, on behalf of the Noteholders, of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and (iii) the Termination Date shall have occurred, then the Trustee, on behalf of the Noteholders, will, at the Guarantor’s written request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by the Guarantor pursuant to this Guaranty.
SECTION 7. Covenants. For so long as the Notes remain outstanding or any amount remains unpaid on the Notes and the Indenture, the Guarantor will, and will cause each of its Subsidiaries, as applicable, to comply with the terms and covenants set forth below (except as otherwise provided in a duly authorized amendment to this Guaranty as provided herein):
(a) Performance of Obligations. The Guarantor shall pay all amounts owed by it and comply with all its other obligations under the terms of this Guaranty and the Indenture in accordance with the terms thereof.
(b) Maintenance of Corporate Existence. The Guarantor will (i) maintain in effect its corporate existence and all registrations necessary therefor except as otherwise permitted by Section 7(e) and (ii) take all actions to maintain all rights, privileges, titles to property, franchises, concessions and the like necessary or desirable in the normal conduct of its business, activities or operations; provided, however, that this Section 7(b) shall not require the Guarantor to maintain any such right, privilege, title to property or franchise if the failure to do so does not, and will not, have a Material Adverse Effect.
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(c) Maintenance of Office or Agency. So long as any of the Notes are outstanding, the Guarantor will maintain in the United States, an office or agency where notices to and demands upon the Guarantor in respect of this Guaranty may be served, and the Guarantor will not change the designation of such office without prior written notice to the Trustee and designation of a replacement office or agency in the United States.
(d) Ranking. The Guarantor will ensure at all times that its obligations under this Guaranty will constitute the general, senior, unsecured and unsubordinated obligations of the Guarantor and will rank pari passu, without any preferences among themselves, with all other present and future senior unsecured and unsubordinated obligations of the Guarantor (other than obligations preferred by statute or by operation of law) that are not, by their terms, expressly subordinated in right of payment to the obligations of the Guarantor under this Guaranty.
(e) Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless:
(A) either the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations under this Guaranty;
(B) the Successor Company (jointly and severally with the Guarantor unless the Guarantor shall 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 Notes pursuant to this Guaranty;
(C) immediately after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and
(D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with.
(ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):
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(A) the Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements set forth in the previous paragraph; or
(B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or
(C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or
(D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.
(f) Negative Pledge. So long as any Note remains outstanding, the Guarantor will not create or permit any Lien, other than a Permitted Lien, on any of its assets to secure (i) any of the Guarantor’s Indebtedness or (ii) the Indebtedness of any other person, unless the Guarantor contemporaneously creates or permits the lien to secure equally and ratably its obligations under the guaranties or the Guarantor provides other security for its obligations under this Guaranty and the Indenture as is duly approved by a resolution of the Noteholders in accordance with the Indenture. In addition, the Guarantor will not allow any of its Material Subsidiaries, if any, to create or permit any lien, other than a Permitted Lien, on any of the Guarantor’s assets to secure (i) any of the Guarantor’s Indebtedness; (ii) any of the Material Subsidiary’s Indebtedness or (iii) the Indebtedness of any other Person, unless the Guarantor contemporaneously creates or permits the Lien to secure equally and ratably the Guarantor’s obligations under this Guaranty and the Indenture or the Guarantor provides such other security for its obligations under this Guaranty and the Indenture as is duly approved by the Trustee, at the discretion of the Noteholders in accordance with the Indenture.
(g) Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with IFRS and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with IFRS. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
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(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(g)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).
SECTION 8. Amendments, Etc. No amendment or waiver of any provision of this Guaranty and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Trustee and the Guarantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. For the avoidance of doubt, Article IX of the Indenture shall apply to an amendment to this Guaranty to determine whether the consent of Holders is required for an amendment and if so, the required percentage of Holders of the Notes required to approve the amendment.
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SECTION 9. Indemnity. The Guarantor agrees to fully indemnify the Trustee and any predecessor Trustee and their agents for, and to hold it harmless against, any and all loss, liability, damages, claims or expense arising out of or in connection with the performance of its duties under this Guaranty, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent that any such loss, liability or expense may be attributable to its negligence or bad faith.
SECTION 10. Notices, Etc. (a) All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy) and mailed, e-mailed or delivered by hand, if to the Guarantor, addressed to it at Avenida Henrique Valadares, 28 – Tower A, 1st floor, 20231-030 Rio de Janeiro – RJ, Brazil, Telephone: +55 (21) 3224-1401, E-mail: financas@petrobras.com.br, Attention: Mauricio Nogueira, Finance Department, if to the Trustee, to The Bank of New York Mellon, at 240 Greenwich Street, Floor 7 East, New York, New York, 10286, USA, Telephone: +1 (212) 815 4259, E-mail: gcs.specialty.glam.conv@bny.com, Attention: Corporate Trust Department or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall, when e-mailed, be effective when transmitted.
(b) All payments made by the Guarantor to the Trustee hereunder shall be made to the Payment Account (as defined in the Indenture).
SECTION 11. Survival. Without prejudice to the survival of any of the other agreements of the Guarantor under this Guaranty or any of the other Transaction Documents, the agreements and obligations of the Guarantor contained in Section 2 (with respect to the payment of all other amounts owed under the Indenture), Section 9 and Section 14 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, the termination of this Guaranty and/or the resignation or removal of the Trustee.
SECTION 12. No Waiver; Remedies. No failure on the part of the Trustee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
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SECTION 13. Continuing Agreement; Assignment of Rights Under the Indenture and the Notes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the repayment in full by the Issuer of all amounts due and owing under the Indenture with respect to the Notes and (ii) the repayment in full of all Guaranteed Obligations and all other amounts payable under this Guaranty, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Trustee, on behalf of Noteholders, and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Noteholder may assign or otherwise transfer its rights and obligations under the Indenture (including, without limitation, the Note held by it) to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Noteholder herein or otherwise, in each case as and to the extent provided in the Indenture. The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Noteholders.
SECTION 14. Currency Rate Indemnity. (a) The Guarantor shall (to the extent lawful) indemnify the Trustee and the Noteholders and keep them indemnified against:
(i) in the case of nonpayment by the Guarantor of any amount due to the Trustee, on behalf of the Noteholders, under this Guaranty any loss or damage incurred by any of them arising by reason of any variation between the rates of exchange used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Guarantor; and
(ii) any deficiency arising or resulting from any variation in rates of exchange between (a) the date as of which the local currency equivalent of the amounts due or contingently due under this Guaranty or in respect of the Notes is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Guarantor, and (b) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any bankruptcy, insolvency or liquidation or any distribution of assets in connection therewith.
(a) The Guarantor agrees that, if a judgment or order given or made by any court for the payment of any amount in respect of its obligations hereunder is expressed in a currency (the “Judgment Currency”) other than U.S. dollars (the “Denomination Currency”), it will indemnify the relevant Holder and the Trustee against any deficiency arising or resulting from any variation in rates of exchange between the date at which the amount in the Denomination Currency is notionally converted into the amount in the Judgment Currency for the purposes of such judgment or order and the date of actual payment thereof.
(b) The above indemnities shall constitute separate and independent obligations of the Guarantor from its obligations hereunder, will give rise to separate and independent causes of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment or the filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Guarantor for a liquidated sum or sums in respect of amounts due under this Guaranty, or under the Indenture or the Notes or under any judgment or order.
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SECTION 15. Governing Law; Jurisdiction; Waiver of Immunity, Etc.
(a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.
(b) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any state or Federal court in the Borough of Manhattan, The City of New York, State of New York, in any action or proceeding arising out of or relating to this Guaranty or any of the other Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such state court or, to the extent permitted by law, in such federal court. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding against the Issuer or the Guarantor, as the case may be, relating to this Guaranty or any other Transaction Document in the courts of any jurisdiction.
(c) The Guarantor hereby irrevocably appoints and empowers Petrobras America Inc., with offices located at 757 N Eldridge Pkwy, Suite 1100, Houston, TX 77079 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceedings in any state or Federal court in the Borough of Manhattan, The City of New York, State of New York, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Guarantor will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of such Process Agent and; should such Process Agent become unavailable for this purpose for any reason, the Guarantor will promptly and irrevocably designate a new Process Agent within the United States, which will agree to act as such, with the powers and for the purposes specified in this subsection (c). The Guarantor irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 10 or to any other address of which it shall have given notice pursuant to Section 10 or to its Process Agent. Service upon the Guarantor or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Guarantor shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
(d) The Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Transaction Documents to which it is or is to be a party in any state or Federal court in the Borough of Manhattan, The City of New York, State of New York. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.
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(e) THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OF THE TRANSACTION DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY NOTEHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
(f) This Guaranty and any other documents delivered pursuant hereto, and any actions taken hereunder, constitute commercial acts by the Guarantor. The Guarantor irrevocably and unconditionally and to the fullest extent permitted by law, waives, and agrees not to plead or claim, any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) for itself, the Issuer or any of their property, assets or revenues wherever located with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Guaranty, any of the Transaction Documents or any document delivered pursuant hereto, in each case for the benefit of each assigns, it being intended that the foregoing waiver and agreement will be effective, irrevocable and not subject to withdrawal in any and all jurisdictions, and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (f) shall have the fullest scope permitted under the United States Foreign Sovereign Immunities Act of 1976 and are intended to be irrevocable for the purposes of such act.
SECTION 16. Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
SECTION 17. Entire Agreement. This Guaranty, together with the Indenture and the Notes, sets forth the entire agreement of the parties hereto with respect to the subject matter hereof.
SECTION 18. The Trustee. In the performance of its obligations hereunder, the Trustee shall be entitled to all the rights, benefits, protections, indemnities and immunities afforded to it under the Indenture.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
| PETRÓLEO BRASILEIRO S.A. – PETROBRAS | ||
| By: | /s/ Andre Gameiro Rua | |
| Name: Andre Gameiro Rua | ||
| Title: Attorney-in-fact | ||
| By: | /s/ Lucas Tavares de Mello | |
| Name: Lucas Tavares de Mello | ||
| Title: Attorney-in-fact | ||
| WITNESSES: | ||
| 1. | /s/ Renan Feuchard Pinto | |
| Name: Renan Feuchard Pinto | ||
| 2. | /s/ Isabela de Souza Niedzielski M. Andrea | |
| Name: Isabela de Souza Niedzielski M. Andrea | ||
[Signature Page – 2036 Notes Guaranty]
| ACKNOWLEDGED: | ||
| THE BANK OF NEW YORK MELLON, as Trustee and not in its individual capacity | ||
| By: | /s/ Ester Antoine | |
| Name: Ester Antoine | ||
| Title: Vice President | ||
[Signature Page – 2036 Notes Guaranty]
| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
On this 8th day of September 2025, before me, a notary public within and for said county, personally appeared Esther Antoine, to me personally known, who being duly sworn, did say that she is a Vice President of The Bank of New York Mellon, one of the persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said entity.
[Notarial Seal]
| /s/ Alexander Titus Tonge | |
| Notary Public | |
| COMMISSION EXPIRES |
[Signature Page – 2036 Notes Guaranty]
Exhibit 4.3
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE, effective as of September 10, 2025, by and among PETROBRAS GLOBAL FINANCE B.V., a private company incorporated with limited liability under the laws of The Netherlands (the “Company”), having its corporate seat at Rotterdam, The Netherlands and its principal office at Weena 798C, 23rd floor, 3014 DA Rotterdam, The Netherlands, PETRÓLEO BRASILEIRO S.A. – Petrobras, a sociedade de economia mista (partially state-owned enterprise) organized under the laws of Brazil, having its principal office at Avenida Henrique Valadares, 28 – 19th floor, 20231-030 Rio de Janeiro – RJ, Brazil (“Petrobras”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee hereunder (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee previously have entered into an indenture, dated as of August 28, 2018 (the “Original Indenture”), as supplemented by this Seventh Supplemental Indenture, dated as of September 10, 2025 (the “Seventh Supplemental Indenture”, and together with the Original Indenture and any further supplements thereto, the “Indenture”) providing for the issuance from time to time of debt securities of the Company to be issued in one or more series as provided in the Indenture;
WHEREAS, Section 9.01 of the Original Indenture provides that, subsequent to the execution of the Original Indenture and subject to satisfaction of certain conditions, the Company and the Trustee may enter into one or more indentures supplemental to the Original Indenture to add to, change or eliminate any of the provisions of the Original Indenture in respect of one or more series of Securities (as defined in the Original Indenture);
WHEREAS, on the date hereof the Company intends to issue pursuant to Registration Statements on Form F-3 dated December 20, 2024 (File Nos. 333-283981 and 333-283981-01) (the “Registration Statement”), the related Base Prospectus dated December 20, 2024 and the Prospectus Supplement dated September 3, 2025 (collectively, the “Offering Document”) and the Indenture, U.S.$1,000,000,000 of its 5.125% Global Notes due 2030, in the form attached hereto as Exhibit A (the “Notes”), having the terms and conditions contemplated in the Offering Document as provided for in the Original Indenture as supplemented by this Seventh Supplemental Indenture;
WHEREAS, as contemplated in the Offering Document, Petrobras and the Trustee intend, in connection with the issuance of the Notes, to enter into a guaranty, dated as of the date hereof in the form attached as Annex D to the Original Indenture (the “Guaranty”), to provide for an unconditional and irrevocable guaranty of the Notes by Petrobras;
WHEREAS, the Trustee has provided to the Company and Petrobras Statements of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to each of the Companies which have been filed as exhibits to the Registration Statement;
WHEREAS, the Company and Petrobras confirm that any and all conditions and requirements necessary to make this Seventh Supplemental Indenture a valid, binding, and legal instrument in accordance with the terms of the Indenture have been performed and fulfilled and the execution and delivery of this Seventh Supplemental Indenture has been in all respects duly authorized;
WHEREAS, pursuant to Section 9.01 of the Original Indenture, the Trustee is authorized to execute and deliver this Seventh Supplemental Indenture; and
WHEREAS, the Company and Petrobras have requested that the Trustee execute and deliver this Seventh Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Company, Petrobras, and the Trustee hereby agree, for the equal and ratable benefit of all Holders, as follows:
Article
1
DEFINITIONS
Section 1.01. Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture, as supplemented and amended hereby. All definitions in the Original Indenture shall be read in a manner consistent with the terms of this Seventh Supplemental Indenture.
Section 1.02. Additional Definitions. (a) For the benefit of the Holders of the Notes, Section 1.01 of the Original Indenture shall be amended by adding the following new definitions:
“Closing Date” means September 10, 2025.
“Default Rate” has the meaning set forth in Section 2.01(f) herein.
“Dutch Withholding Tax Act 2021” means the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) as published in the Official Gazette (Staatsblad) Stb. 2019, 513 of December 27, 2019 and in effect as of January 1, 2021.
“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
“Interest Payment Date” has the meaning set forth in Section 2.01(e) herein.
“Interest Period” means the period beginning on an Interest Payment Date and ending on the day before the next Interest Payment Date, except that the first Interest Period shall be the period beginning on the Closing Date and ending on the day before the next Interest Payment Date.
“Make Whole Amount” has the meaning set forth in Section 2.01(l) herein.
“Notes Par Call Date” means August 10, 2030 (one month prior to the Stated Maturity of the Notes).
“Offering Document” shall have the meaning set forth in the recitals to this Seventh Supplemental Indenture.
“Payment Account” has the meaning set forth in Section 2.01(g) herein.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
“Stated Maturity” has the meaning set forth in Section 2.01(d) herein.
Article
2
TERMS OF THE NOTES
Section 2.01. General. In accordance with Section 3.01 of the Original Indenture, the following terms relating to the Notes are hereby established:
(a) Title: The Notes shall constitute a series of Securities having the title “5.125% Global Notes due 2030”.
(b) Aggregate Amount: The aggregate principal amount of the Notes that may be authenticated and delivered under this Seventh Supplemental Indenture shall be U.S.$1,000,000,000. As provided in the Original Indenture, the Company may, from time to time, without the consent of the Holders of Notes, issue Add On Notes having identical terms (including CUSIP, ISIN and other relevant identifying characteristics as the Notes), so long as, on the date of issuance of such Add On Notes: (i) no Default or Event of Default shall have occurred and then be continuing, or shall occur as a result of the issuance of such Add On Notes, (ii) such Add On Notes shall rank pari passu with the Notes and shall have identical terms, conditions and benefits as the Notes and be part of the same series as the Notes, (iii) the Company and the Trustee shall have executed and delivered a further supplemental indenture to the Indenture providing for the issuance of such Add On Notes and reflecting such amendments to the Indenture as may be required to reflect the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes, (iv) Petrobras shall have executed and delivered and the Trustee shall have acknowledged an amended Guaranty reflecting the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes and (v) the Trustee shall have received all such opinions and other documents as it shall have requested, including an Opinion of Counsel stating that such Add On Notes are authorized and permitted by the Indenture and all conditions precedent to the issuance of such Add On Notes have been complied with by the Company and Petrobras. All Add On Notes issued hereunder will, when issued, be considered Notes for all purposes hereunder and will be subject to and take the benefit of all of the terms, conditions and provisions of this Indenture.
(c) Ranking: The Notes (including any additional Add On Notes) shall be general senior unsecured and unsubordinated obligations of the Company and shall at all times rank pari passu among themselves and at least equal in right of payment with all of the Company’s other present and future unsecured and unsubordinated obligations from time to time outstanding that are not, by their terms, expressly subordinated in right of payment to the Notes (other than obligations preferred by statute or by operation of law).
(d) Maturity: The entire outstanding principal of the Notes shall be payable in a single installment on September 10, 2030 (the “Stated Maturity”). No payments in respect of the principal of the Notes shall be paid prior to the Stated Maturity except in the case of the occurrence of an Event of Default and acceleration of the aggregate outstanding principal amount of the Notes, upon redemption prior to the Stated Maturity pursuant to Section 11.08 of the Original Indenture or pursuant to Section 2.01(k), Section 2.01(l) and Section 2.01(m) hereof.
(e) Interest: Interest shall accrue on the Notes at the rate of 5.125% per annum until all required amounts due in respect of the Notes have been paid. All interest shall be paid by the Company to the Trustee and distributed by the Trustee in accordance with this Indenture semi-annually in arrears on March 10 and September 10 of each year during which any portion of the Notes shall be Outstanding (each, an “Interest Payment Date”), commencing on March 10, 2026, and will initially accrue from and including the date of issuance and thereafter from the last Interest Payment Date to which interest has been paid. Interest shall be paid to the Person in whose name a Note is registered at the close of business on the preceding Regular Record Date (which shall mean, with respect to any payment to be made on an Interest Payment Date, the Business Day preceding the relevant Interest Payment Date). As provided in the Original Indenture, (i) interest accrued with respect to the Notes shall be calculated based on a 360-day year of twelve 30-day months, (ii) payment of principal and interest and other amounts on the Notes will be made at the Corporate Trust Office of the Trustee in New York City, or such other paying agent office in the United States as the Company appoints, in the form provided for in Section 10.08 of the Original Indenture, (iii) all such payments to the Trustee shall be made by the Company by depositing immediately available funds in U.S. Dollars prior to 3:00 p.m., New York City Time, one Business Day prior to the relevant Interest Payment Date to the Payment Account and (iv) so long as any of the Notes remain Outstanding, the Company shall maintain a paying agent in New York City.
(f) Default Rate: Upon the occurrence and during the continuation of an Event of Default, (i) interest on the outstanding principal amount of the Notes shall accrue on the Notes at a rate equal to 0.5% per annum above the interest rate on the Notes at that time (the “Default Rate”) and (ii) to the fullest extent permitted by law, interest shall accrue on the amount of any interest, fee, Additional Amounts, or other amount payable under the Indenture and the Notes that is not paid when due, from the date such amount was due until such amount shall be paid in full, excluding the date of such payment, at the Default Rate.
(g) Payment Account: On the Closing Date, the Trustee shall establish (and shall promptly notify the Company of the establishment of such account, including the relevant account numbers and other relevant identifying details) and, until the Notes and all accounts due in respect thereof have been paid in full, the Trustee shall maintain the special purpose non-interest bearing trust account established pursuant to the Seventh Supplemental Indenture (the “Payment Account”) into which all payments required to be made by the Company under or with respect to the Notes shall be deposited. The Company agrees that the Payment Account shall be maintained in the name of the Trustee and under its sole dominion and control (acting on behalf of the Holders of the Notes) and used solely to make payments of principal, interest and other amounts from time to time due and owing on, or with respect to, the Notes. No funds contained in the Payment Account shall be used for any other purpose or in any manner not expressly provided for herein nor shall the Company or any other Person have an interest therein or amounts on deposit therein. All amounts on deposit in the Payment Account on any Interest Payment Date after the Trustee has paid all amounts due and owing to the holders of the Notes as of such Interest Payment Date shall be retained in the Payment Account and used by the Trustee to pay any amounts due and owing to the Holders of the Notes on the next succeeding Interest Payment Date.
(h) Form and Denomination: The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof, and shall be transferable in principal amounts of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.
(i) Guaranty: The Notes shall have the benefit of the Guaranty in the manner provided in Article 3 of this Seventh Supplemental Indenture.
(j) Rating: The Notes can be issued without the requirement that they have any rating from a nationally recognized statistical rating organization.
(k) Optional Early Redemption at Par: The Company will have the right at its option to redeem the Notes, in whole or in part, at any time or from time to time on or after the Notes Par Call Date, on at least 10 days’ but not more than 60 days’ notice, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the principal amount of such Notes to the Redemption Date.
(l) Optional Early Redemption With “Make-Whole” Amount. The Company will have the right at its option to redeem the Notes, in whole or in part, at any time or from time to time prior to the Notes Par Call Date, on at least 10 days’ but not more than 60 days’ notice, at a Redemption Price equal to the greater of (A) 100% of the principal amount of such Notes and (B) the sum of the present values of each remaining scheduled payment of principal and interest thereon that would be due after the Redemption Date as if the Notes were redeemed on the Notes Par Call Date discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less interest accrued to the date of redemption (the “Make Whole Amount”), plus in each case accrued and unpaid interest on the principal amount of such Notes to (but not including) the Redemption Date.
(m) Redemption Notice. A redemption notice may at the Company’s option be subject to the satisfaction of one or more conditions precedent, and such notice may be rescinded or the applicable Redemption Date delayed in the event that any or all such conditions shall not have been satisfied by the applicable Redemption Date. Any conditions precedent shall be described in such notice.
(n) Early Redemption for Tax Reasons. The Notes may be redeemed at the option of the Company, in whole but not in part, at any time at a Redemption Price equal to the principal amount thereof plus accrued and unpaid interest to the Redemption Date if and when, as a result of any change in, execution of, or amendment to, any laws or regulations or ruling promulgated thereunder of the jurisdiction in which the Company is incorporated (or, in the case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) or the official entry or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application of or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date hereof (or in the case of a successor Person to the Company, the date on which such successor Person became such pursuant to Section 8.01 and 8.02 of the Original Indenture), the Company would be required to pay Additional Amounts pursuant to Section 10.10 of the Original Indenture. For purposes of Section 11.08 of the Original Indenture, the reincorporation of the Company shall be treated as the adoption of a successor entity, provided, however, that redemption under Section 11.08 of the Original Indenture shall not be available if the reincorporation was performed in anticipation of a change in, execution of or amendment to any laws or treaties or the official application or interpretation of any laws or treaties of such new jurisdiction of incorporation that would result in an obligation to pay Additional Amounts.
(o) Conversion: The Notes will not be convertible into, or exchangeable for, any other securities.
(p) Except as described in Section 2.05, the Notes will be subject to the covenants provided in Article 10 of the Original Indenture.
Section 2.02. Amendments Relating to the Appointment of Agent for Service. As it applies to the Notes, the first two sentences of Section 1.15 of the Original Indenture shall be replaced by the following:
“By the execution and delivery of this Indenture, the Company hereby appoints Petrobras America Inc. as its agent upon which process may be served in any legal action or proceeding which may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, State of New York, arising out of or relating to the Securities or this Indenture, but for that purpose only. Service of process upon such agent at the office of Petrobras America Inc. at 757 N Eldridge Pkwy, Suite 1100, Houston, TX 77079, and written notice of said service to the Company by the Person servicing the same addressed as provided by Section 1.05, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding.”
Section 2.03. Amendments Relating to Execution and Authentication. As it applies to the Notes, the last paragraph of Section 3.03 of the Original Indenture shall be replaced by the following:
“No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.”
Section 2.04. Amendments Relating to Additional Amounts. As it applies to the Notes, Section 10.10(1) of the Original Indenture shall be amended and replaced to include the following:
“the holder or any other person that beneficially owns an interest in its Notes (a “beneficial owner”) 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);”
As it applies to the Notes, Section 10.10(3) of the Original Indenture shall be amended and replaced to include the following:
“such Holder fails to comply with any certification, identification or other reporting requirements concerning its or any beneficial owner’s 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) such 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, regulation, administrative practice or treaty will apply, the Company has notified all Holders that they will be required to comply with such requirements;”
As it applies to the Notes, Section 10.10(6) of the Original Indenture shall be amended and replaced to include the following:
“where the holder any beneficial owner would have been able to avoid the tax, levy, deduction or other governmental charge by taking reasonable measures available to such holder or beneficial owner.”
As it applies to the Notes, a new Section 10.10(7) shall be included in the Original Indenture and the current Section 10.10(7) of the Original Indenture shall be amended and become Section 10.10(8) as follows:
“(7) a withholding or deduction is required to be made pursuant the Dutch Withholding Tax Act 2021; or
(8) any combination of items (1), (2), (3), (4), (5), (6) and (7) above”
Section 2.05. Amendments Relating to Covenants. As it applies to the Notes, Section 10 of the Original Indenture shall be amended to include or replace, as applicable, the following:
“Section 10.03. Maintenance of Office or Agency.
So long as any Note remains Outstanding, the Company will maintain in the United States, an office or agency where notices to and demands upon the Company in respect of this Indenture and the Notes may be served, and the Company will not change the designation of such office without prior notice to the Trustee and designation of a replacement office in the United States. If at any time the Company shall fail to maintain any required office or agency or shall fail to furnish the Trustee with the address thereof, all presentations, surrenders, notices and demands may be served at the Corporate Trust Office and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.”
“Section 10.11 Negative Pledge
So long as any Note remains Outstanding, the Company will not create or permit any Lien, other than a Permitted Lien, on any of the Company’s assets to secure (a) any of the Company’s Indebtedness or (b) the Indebtedness of any other Person, unless the Company contemporaneously creates or permits such Lien to secure equally and ratably the Company’s obligations under the Notes and this Indenture or the Company provides such other security for the Notes as is duly approved by a resolution of the Holders of the Notes in accordance with this Indenture. In addition, the Company will not allow any of the Company’s Material Subsidiaries, if any, to create or permit any Lien, other than a Permitted Lien, on any of its assets to secure (a) any of the Company’s Indebtedness, (b) any of its Material Subsidiary’s Indebtedness or (c) the Indebtedness of any other Person, unless it contemporaneously creates or permits such Lien to secure equally and ratably the Company’s obligations under the Notes and this Indenture or the Company provides such other security for the Notes as is duly approved by a resolution of the Holders of the Notes in accordance with this Indenture.”
“Section 10.13 Use of Proceeds
The Company shall use the net proceeds from the sale of the Notes for general corporate purposes.”
Section 2.06. Application of the Article of the Indenture Regarding Defeasance and Covenant Defeasance. The provisions of Sections 14.01, 14.02 and 14.03 of the Original Indenture shall apply to the Notes.
Article
3
GUARANTY
Section 3.01. Execution. The Trustee is hereby authorized and directed to acknowledge the Guaranty and to perform all of its duties and obligations thereunder.
Section 3.02. Enforcement. The Trustee shall enforce the provisions of the Guaranty against Petrobras in accordance with the terms thereof and the terms of the Indenture, and Petrobras, by execution of this Seventh Supplemental Indenture, and by so agreeing to become a party to the Indenture, agrees that each Holder of the Notes shall have direct rights under the Guaranty as if it were a party thereto.
Section 3.03. Petrobras hereby (i) acknowledges and agrees to be bound by the provisions of Section 1.08 of the Original Indenture and (ii) confirms that (A) its obligations under the Guaranty shall be issued pursuant to the Indenture and (B) it intends for the Holders of the Notes, in addition to those rights under the Guaranty as provided therein, to be entitled to the benefits of the Indenture with respect to their rights against Petrobras under the Guaranty.
Section 3.04. Taxes; Additional Amounts. For the avoidance of doubt, the Company’s obligations to pay any indemnity with respect to taxes, including the obligation to pay Additional Amounts pursuant to Section 10.10 of the Original Indenture, shall extend to any payments made by Petrobras pursuant to the Guaranty.
Article
4
MISCELLANEOUS
Section 4.01. Effect of the Seventh Supplemental Indenture. This Seventh Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Original Indenture, as supplemented and amended by this Seventh Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Seventh Supplemental Indenture supersede any conflicting provisions included in the Original Indenture unless not permitted by law. The provisions of this Seventh Supplemental Indenture are intended to apply solely to the Notes and the Holders thereof and shall not apply to any future issuance of securities by the Company (other than any Add On Notes as provided herein) and all references to provisions of the Original Indenture herein amended and restated or otherwise modified shall have effect solely with respect to the Notes contemplated in this Seventh Supplemental Indenture. The Trustee accepts the trusts created by the Original Indenture, as supplemented by this Seventh Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Original Indenture, as supplemented by this Seventh Supplemental Indenture.
Section 4.02. Governing Law. This Seventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 4.03. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and Petrobras.
Section 4.04. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of this Seventh Supplemental Indenture.
Section 4.05. Counterparts. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 4.06. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE NOTES.
Section 4.07. Electronic Means. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Seventh Supplemental Indenture and related documents and delivered using Electronic Means; provided, however, that the Company and/or Petrobras, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company and/or Petrobras, as applicable, whenever a person is to be added or deleted from the listing. If the Company and/or Petrobras, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company and Petrobras understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company and Petrobras shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company, Petrobras and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company and/or Petrobras, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company and Petrobras agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company and/or Petrobras, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
[SIGNATURE PAGES TO FOLLOW IMMEDIATELY]
IN WITNESS WHEREOF, the parties have caused this Seventh Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
| PETROBRAS GLOBAL FINANCE B.V. | ||
| By: | /s/ Guilherme Rajime T. Saraiva | |
| Name: Guilherme Rajime T. Saraiva | ||
| Title: Managing Director A | ||
| By: | /s/ Cesar dos Reis Rosa | |
| Name: Cesar dos Reis Rosa | ||
| Title: Managing Director B | ||
| PETRÓLEO BRASILEIRO S.A. – PETROBRAS | ||
| By: | /s/ Andre Gameiro Rua | |
| Name: Andre Gameiro Rua | ||
| Title: Attorney-in-fact | ||
| By: | /s/ Lucas Tavares de Mello | |
| Name: Lucas Tavares de Mello | ||
| Title: Attorney-in-fact | ||
| WITNESSES: | ||
| 1. | /s/ Renan Feuchard Pinto | |
| Name: Renan Feuchard Pinto | ||
| 2. | /s/ Isabela de S. N. M. Andréa | |
| Name: Isabela de S. N. M. Andréa | ||
[Signature Page – Seventh Supplemental Indenture]
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Esther Antoine | |
| Name: Esther Antoine | ||
| Title: Vice President | ||
[Signature Page – Seventh Supplemental Indenture]
| STATE OF NEW YORK | ) | |
| ) | ss: | |
| COUNTY OF NEW YORK | ) |
On this 8th day of September, 2025, before me, a notary public within and for said county, personally appeared Esther Antoine, to me personally known, who being duly sworn, did say that she is a Vice President of The Bank of New York Mellon, one of the persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said entity.
On this _____ day of ____________________, before me personally came ___________________ and _________________ to me personally known, who being duly sworn, did say that they signed their names to the foregoing instrument as witnesses.
[Notarial Seal]
| /s/ Alexander Titus Tonge | |
| Notary Public | |
| COMMISSION EXPIRES |
Form of 5.125% Global Note due 2030
GLOBAL NOTE
THIS CERTIFICATE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS A PROPERTY INTEREST IN THE NOTES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.
PETROBRAS GLOBAL FINANCE B.V.
5.125% Global Notes due 2030
No.
CUSIP No.: 71647NBM0
ISIN No.: US71647NBM02
Principal Amount: U.S.$ 1,000,000,000
Initial Issuance Date: September 10, 2025
This Note is one of a duly authorized issue of notes of PETROBRAS GLOBAL FINANCE B.V., a private company incorporated with limited liability under the laws of The Netherlands (the “Issuer”), designated as its 5.125% Global Notes due 2030 (the “Notes”), issued in an initial aggregate principal amount of U.S.$1,000,000,000 under the Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”), effective as of September 10, 2025, by and among the Issuer, Petróleo Brasileiro S.A. – Petrobras, a sociedade de economia mista (partially state-owned enterprise) organized under the laws of Brazil (“Petrobras”), and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”), to the Indenture, dated as of August 28, 2018 (the “Original Indenture”, and as supplemented by the Seventh Supplemental Indenture and any further supplements thereto with respect to the Notes, the “Indenture”), by and among the Issuer and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of interests, benefits, obligations and duties thereunder of the Issuer, the Trustee and the Holders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
The Issuer, for value received, hereby promises to pay to Cede & Co., or its registered assigns, as nominee of The Depository Trust Company (“DTC”), and as the Holder of record of this Note, the principal amount specified above in U.S. dollars on September 10, 2030 (or earlier as provided for in the Indenture) upon presentation and surrender hereof, at the office or agency of the Trustee referred to below.
As provided for in the Indenture, the Issuer promises to pay interest on the outstanding principal amount hereof, semi-annually in arrears on March 10 and September 10 of each year, (each such date, an “Interest Payment Date”), commencing on March 10, 2026 at a rate equal to 5.125% per annum, and will initially accrue from the date of issuance and thereafter from the last Interest Payment Date to which interest has been paid. Interest payable, and punctually paid or duly provided for, on this Note on any Interest Payment Date will, as provided in the Indenture, be paid in U.S. dollars to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Business Day preceding such interest payment.
Payment of the principal of and interest on this Note will be payable by wire transfer to a U.S. dollar account maintained by the Holder of this Note as reflected in the Note Register of the Trustee. In the event the date for any payment of the principal of or interest on any Note is not a Business Day, then payment will be made on the next Business Day with the same force and effect as if made on the nominal date of any such date for such payment and no additional interest will accrue on such payment as a result of such payment being made on the next succeeding Business Day. Interest shall accrue on the Notes at the rate of 5.125% per annum until all required amounts due in respect of the Notes have been paid. Interest accrued with respect to this Note shall be calculated based on a 360-day year of twelve 30-day months.
The Notes are subject to redemption by the Issuer on the terms and conditions specified in the Indenture.
This Note does not purport to summarize the Indenture, and reference is made to the Indenture for information with respect to the respective rights, limitations of interests, benefits, obligations and duties thereunder of the Issuer, the Trustee and the Holders.
If an Event of Default shall occur and be continuing, the outstanding principal amount of all the Notes may become or may be declared due and payable in the manner and with the effect provided in the Indenture.
Modifications of the Indenture may be made by the Issuer and the Trustee only to the extent and in the circumstances permitted by the Indenture.
The Notes shall be issued only in fully registered form, without coupons. Notes shall be issued in the form of beneficial interests in one or more global securities in denominations of U.S.$ 2,000 and integral multiples of U.S.$ 1,000 in excess thereof.
Prior to and at the time of due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Trustee nor any agent thereof shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been duly executed by the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
| PETROBRAS GLOBAL FINANCE B.V. | ||
| By: | ||
| Name: | ||
| Title: Managing Director A | ||
| By: | ||
| Name: | ||
| Title: Managing Director B | ||
| WITNESSES: | ||
| 1. | ||
| Name: | ||
| 2. | ||
| Name: | ||
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in the within mentioned Indenture.
Dated: September 10, 2025
| The Bank of New York Mellon, | ||
| as Trustee | ||
| By: | ||
| Name: | ||
| Title: | ||
ASSIGNMENT FORM
For value received
hereby sells, assigns and transfers unto
(Please insert social security or
other identifying number of assignee)
(Please print or type name and address,
including zip code, of assignee:)
the within Note and does hereby irrevocably constitute and appoint Attorney to transfer the Note on the books of the Note Registrar with full power of substitution in the premises.
| Date: | Your Signature: | |
| (Sign exactly as your name appears on the face of this Note) |
Exhibit 4.4
EIGHTH SUPPLEMENTAL INDENTURE
EIGHTH SUPPLEMENTAL INDENTURE, effective as of September 10, 2025, by and among PETROBRAS GLOBAL FINANCE B.V., a private company incorporated with limited liability under the laws of The Netherlands (the “Company”), having its corporate seat at Rotterdam, The Netherlands and its principal office at Weena 798C, 23rd floor, 3014 DA Rotterdam, The Netherlands, PETRÓLEO BRASILEIRO S.A. – Petrobras, a sociedade de economia mista (partially state-owned enterprise) organized under the laws of Brazil, having its principal office at Avenida Henrique Valadares, 28 –19th floor, 20231-030 Rio de Janeiro – RJ, Brazil (“Petrobras”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee hereunder (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee previously have entered into an indenture, dated as of August 28, 2018 (the “Original Indenture”), as supplemented by this Eighth Supplemental Indenture, dated as of September 10, 2025 (the “Eighth Supplemental Indenture”, and together with the Original Indenture and any further supplements thereto, the “Indenture”) providing for the issuance from time to time of debt securities of the Company to be issued in one or more series as provided in the Indenture;
WHEREAS, Section 9.01 of the Original Indenture provides that, subsequent to the execution of the Original Indenture and subject to satisfaction of certain conditions, the Company and the Trustee may enter into one or more indentures supplemental to the Original Indenture to add to, change or eliminate any of the provisions of the Original Indenture in respect of one or more series of Securities (as defined in the Original Indenture);
WHEREAS, on the date hereof the Company intends to issue pursuant to Registration Statements on Form F-3 dated December 20, 2024 (File Nos. 333-283981 and 333-283981-01) (the “Registration Statement”), the related Base Prospectus dated December 20, 2024 and the Prospectus Supplement dated September 3, 2025 (collectively, the “Offering Document”) and the Indenture, U.S.$1,000,000,000 of its 6.250% Global Notes due 2036, in the form attached hereto as Exhibit A (the “Notes”), having the terms and conditions contemplated in the Offering Document as provided for in the Original Indenture as supplemented by this Eighth Supplemental Indenture;
WHEREAS, as contemplated in the Offering Document, Petrobras and the Trustee intend, in connection with the issuance of the Notes, to enter into a guaranty, dated as of the date hereof in the form attached as Annex D to the Original Indenture (the “Guaranty”), to provide for an unconditional and irrevocable guaranty of the Notes by Petrobras;
WHEREAS, the Trustee has provided to the Company and Petrobras Statements of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to each of the Companies which have been filed as exhibits to the Registration Statement;
WHEREAS, the Company and Petrobras confirm that any and all conditions and requirements necessary to make this Eighth Supplemental Indenture a valid, binding, and legal instrument in accordance with the terms of the Indenture have been performed and fulfilled and the execution and delivery of this Eighth Supplemental Indenture has been in all respects duly authorized;
WHEREAS, pursuant to Section 9.01 of the Original Indenture, the Trustee is authorized to execute and deliver this Eighth Supplemental Indenture; and
WHEREAS, the Company and Petrobras have requested that the Trustee execute and deliver this Eighth Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Company, Petrobras, and the Trustee hereby agree, for the equal and ratable benefit of all Holders, as follows:
Article
1
DEFINITIONS
Section 1.01. Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture, as supplemented and amended hereby. All definitions in the Original Indenture shall be read in a manner consistent with the terms of this Eighth Supplemental Indenture.
Section 1.02. Additional Definitions. (a) For the benefit of the Holders of the Notes, Section 1.01 of the Original Indenture shall be amended by adding the following new definitions:
“Closing Date” means September 10, 2025.
“Default Rate” has the meaning set forth in Section 2.01(f) herein.
“Dutch Withholding Tax Act 2021” means the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) as published in the Official Gazette (Staatsblad) Stb. 2019, 513 of December 27, 2019 and in effect as of January 1, 2021.
“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
“Interest Payment Date” has the meaning set forth in Section 2.01(e) herein.
“Interest Period” means the period beginning on an Interest Payment Date and ending on the day before the next Interest Payment Date, except that the first Interest Period shall be the period beginning on the Closing Date and ending on the day before the next Interest Payment Date.
“Make Whole Amount” has the meaning set forth in Section 2.01(l) herein.
“Notes Par Call Date” means October 10, 2035 (three months prior to the Stated Maturity of the Notes).
“Offering Document” shall have the meaning set forth in the recitals to this Eighth Supplemental Indenture.
“Payment Account” has the meaning set forth in Section 2.01(g) herein.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
“Stated Maturity” has the meaning set forth in Section 2.01(d) herein.
Article
2
TERMS OF THE NOTES
Section 2.01. General. In accordance with Section 3.01 of the Original Indenture, the following terms relating to the Notes are hereby established:
(a) Title: The Notes shall constitute a series of Securities having the title “6.250% Global Notes due 2036”.
(b) Aggregate Amount: The aggregate principal amount of the Notes that may be authenticated and delivered under this Eighth Supplemental Indenture shall be U.S.$1,000,000,000. As provided in the Original Indenture, the Company may, from time to time, without the consent of the Holders of Notes, issue Add On Notes having identical terms (including CUSIP, ISIN and other relevant identifying characteristics as the Notes), so long as, on the date of issuance of such Add On Notes: (i) no Default or Event of Default shall have occurred and then be continuing, or shall occur as a result of the issuance of such Add On Notes, (ii) such Add On Notes shall rank pari passu with the Notes and shall have identical terms, conditions and benefits as the Notes and be part of the same series as the Notes, (iii) the Company and the Trustee shall have executed and delivered a further supplemental indenture to the Indenture providing for the issuance of such Add On Notes and reflecting such amendments to the Indenture as may be required to reflect the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes, (iv) Petrobras shall have executed and delivered and the Trustee shall have acknowledged an amended Guaranty reflecting the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes and (v) the Trustee shall have received all such opinions and other documents as it shall have requested, including an Opinion of Counsel stating that such Add On Notes are authorized and permitted by the Indenture and all conditions precedent to the issuance of such Add On Notes have been complied with by the Company and Petrobras. All Add On Notes issued hereunder will, when issued, be considered Notes for all purposes hereunder and will be subject to and take the benefit of all of the terms, conditions and provisions of this Indenture.
(c) Ranking: The Notes (including any additional Add On Notes) shall be general senior unsecured and unsubordinated obligations of the Company and shall at all times rank pari passu among themselves and at least equal in right of payment with all of the Company’s other present and future unsecured and unsubordinated obligations from time to time outstanding that are not, by their terms, expressly subordinated in right of payment to the Notes (other than obligations preferred by statute or by operation of law).
(d) Maturity: The entire outstanding principal of the Notes shall be payable in a single installment on January 10, 2036 (the “Stated Maturity”). No payments in respect of the principal of the Notes shall be paid prior to the Stated Maturity except in the case of the occurrence of an Event of Default and acceleration of the aggregate outstanding principal amount of the Notes, upon redemption prior to the Stated Maturity pursuant to Section 11.08 of the Original Indenture or pursuant to Section 2.01(k), Section 2.01(l) and Section 2.01(m) hereof.
(e) Interest: Interest shall accrue on the Notes at the rate of 6.250% per annum until all required amounts due in respect of the Notes have been paid. All interest shall be paid by the Company to the Trustee and distributed by the Trustee in accordance with this Indenture semi-annually in arrears on January 10 and July 10 of each year during which any portion of the Notes shall be Outstanding (each, an “Interest Payment Date”), commencing on January 10, 2026, and will initially accrue from and including the date of issuance and thereafter from the last Interest Payment Date to which interest has been paid. Interest shall be paid to the Person in whose name a Note is registered at the close of business on the preceding Regular Record Date (which shall mean, with respect to any payment to be made on an Interest Payment Date, the Business Day preceding the relevant Interest Payment Date). As provided in the Original Indenture, (i) interest accrued with respect to the Notes shall be calculated based on a 360-day year of twelve 30-day months, (ii) payment of principal and interest and other amounts on the Notes will be made at the Corporate Trust Office of the Trustee in New York City, or such other paying agent office in the United States as the Company appoints, in the form provided for in Section 10.08 of the Original Indenture, (iii) all such payments to the Trustee shall be made by the Company by depositing immediately available funds in U.S. Dollars prior to 3:00 p.m., New York City Time, one Business Day prior to the relevant Interest Payment Date to the Payment Account and (iv) so long as any of the Notes remain Outstanding, the Company shall maintain a paying agent in New York City.
(f) Default Rate: Upon the occurrence and during the continuation of an Event of Default, (i) interest on the outstanding principal amount of the Notes shall accrue on the Notes at a rate equal to 0.5% per annum above the interest rate on the Notes at that time (the “Default Rate”) and (ii) to the fullest extent permitted by law, interest shall accrue on the amount of any interest, fee, Additional Amounts, or other amount payable under the Indenture and the Notes that is not paid when due, from the date such amount was due until such amount shall be paid in full, excluding the date of such payment, at the Default Rate.
(g) Payment Account: On the Closing Date, the Trustee shall establish (and shall promptly notify the Company of the establishment of such account, including the relevant account numbers and other relevant identifying details) and, until the Notes and all accounts due in respect thereof have been paid in full, the Trustee shall maintain the special purpose non-interest bearing trust account established pursuant to the Eighth Supplemental Indenture (the “Payment Account”) into which all payments required to be made by the Company under or with respect to the Notes shall be deposited. The Company agrees that the Payment Account shall be maintained in the name of the Trustee and under its sole dominion and control (acting on behalf of the Holders of the Notes) and used solely to make payments of principal, interest and other amounts from time to time due and owing on, or with respect to, the Notes. No funds contained in the Payment Account shall be used for any other purpose or in any manner not expressly provided for herein nor shall the Company or any other Person have an interest therein or amounts on deposit therein. All amounts on deposit in the Payment Account on any Interest Payment Date after the Trustee has paid all amounts due and owing to the holders of the Notes as of such Interest Payment Date shall be retained in the Payment Account and used by the Trustee to pay any amounts due and owing to the Holders of the Notes on the next succeeding Interest Payment Date.
(h) Form and Denomination: The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof, and shall be transferable in principal amounts of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.
(i) Guaranty: The Notes shall have the benefit of the Guaranty in the manner provided in Article 3 of this Eighth Supplemental Indenture.
(j) Rating: The Notes can be issued without the requirement that they have any rating from a nationally recognized statistical rating organization.
(k) Optional Early Redemption at Par: The Company will have the right at its option to redeem the Notes, in whole or in part, at any time or from time to time on or after the Notes Par Call Date, on at least 10 days’ but not more than 60 days’ notice, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the principal amount of such Notes to the Redemption Date.
(l) Optional Early Redemption With “Make-Whole” Amount. The Company will have the right at its option to redeem the Notes, in whole or in part, at any time or from time to time prior to the Notes Par Call Date, on at least 10 days’ but not more than 60 days’ notice, at a Redemption Price equal to the greater of (A) 100% of the principal amount of such Notes and (B) the sum of the present values of each remaining scheduled payment of principal and interest thereon that would be due after the Redemption Date as if the Notes were redeemed on the Notes Par Call Date discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, less interest accrued to the date of redemption (the “Make Whole Amount”), plus in each case accrued and unpaid interest on the principal amount of such Notes to (but not including) the Redemption Date.
(m) Redemption Notice. A redemption notice may at the Company’s option be subject to the satisfaction of one or more conditions precedent, and such notice may be rescinded or the applicable Redemption Date delayed in the event that any or all such conditions shall not have been satisfied by the applicable Redemption Date. Any conditions precedent shall be described in such notice.
(n) Early Redemption for Tax Reasons. The Notes may be redeemed at the option of the Company, in whole but not in part, at any time at a Redemption Price equal to the principal amount thereof plus accrued and unpaid interest to the Redemption Date if and when, as a result of any change in, execution of, or amendment to, any laws or regulations or ruling promulgated thereunder of the jurisdiction in which the Company is incorporated (or, in the case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) or the official entry or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application of or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date hereof (or in the case of a successor Person to the Company, the date on which such successor Person became such pursuant to Section 8.01 and 8.02 of the Original Indenture), the Company would be required to pay Additional Amounts pursuant to Section 10.10 of the Original Indenture. For purposes of Section 11.08 of the Original Indenture, the reincorporation of the Company shall be treated as the adoption of a successor entity, provided, however, that redemption under Section 11.08 of the Original Indenture shall not be available if the reincorporation was performed in anticipation of a change in, execution of or amendment to any laws or treaties or the official application or interpretation of any laws or treaties of such new jurisdiction of incorporation that would result in an obligation to pay Additional Amounts.
(o) Conversion: The Notes will not be convertible into, or exchangeable for, any other securities.
(p) Except as described in Section 2.05, the Notes will be subject to the covenants provided in Article 10 of the Original Indenture.
Section 2.02. Amendments Relating to the Appointment of Agent for Service. As it applies to the Notes, the first two sentences of Section 1.15 of the Original Indenture shall be replaced by the following:
“By the execution and delivery of this Indenture, the Company hereby appoints Petrobras America Inc. as its agent upon which process may be served in any legal action or proceeding which may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, State of New York, arising out of or relating to the Securities or this Indenture, but for that purpose only. Service of process upon such agent at the office of Petrobras America Inc. at 757 N Eldridge Pkwy, Suite 1100, Houston, TX 77079, and written notice of said service to the Company by the Person servicing the same addressed as provided by Section 1.05, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding.”
Section 2.03. Amendments Relating to Execution and Authentication. As it applies to the Notes, the last paragraph of Section 3.03 of the Original Indenture shall be replaced by the following:
“No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.”
Section 2.04. Amendments Relating to Additional Amounts. As it applies to the Notes, Section 10.10(1) of the Original Indenture shall be amended and replaced to include the following:
“the holder or any other person that beneficially owns an interest in its Notes (a “beneficial owner”) 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);”
As it applies to the Notes, Section 10.10(3) of the Original Indenture shall be amended and replaced to include the following:
“such Holder fails to comply with any certification, identification or other reporting requirements concerning its or any beneficial owner’s 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) such 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, regulation, administrative practice or treaty will apply, the Company has notified all Holders that they will be required to comply with such requirements;”
As it applies to the Notes, Section 10.10(6) of the Original Indenture shall be amended and replaced to include the following:
“where the holder any beneficial owner would have been able to avoid the tax, levy, deduction or other governmental charge by taking reasonable measures available to such holder or beneficial owner.”
As it applies to the Notes, a new Section 10.10(7) shall be included in the Original Indenture and the current Section 10.10(7) of the Original Indenture shall be amended and become Section 10.10(8) as follows:
“(7) a withholding or deduction is required to be made pursuant the Dutch Withholding Tax Act 2021; or
(8) any combination of items (1), (2), (3), (4), (5), (6) and (7) above”
Section 2.05. Amendments Relating to Covenants. As it applies to the Notes, Section 10 of the Original Indenture shall be amended to include or replace, as applicable, the following:
“Section 10.03. Maintenance of Office or Agency.
So long as any Note remains Outstanding, the Company will maintain in the United States, an office or agency where notices to and demands upon the Company in respect of this Indenture and the Notes may be served, and the Company will not change the designation of such office without prior notice to the Trustee and designation of a replacement office in the United States. If at any time the Company shall fail to maintain any required office or agency or shall fail to furnish the Trustee with the address thereof, all presentations, surrenders, notices and demands may be served at the Corporate Trust Office and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.”
“Section 10.11 Negative Pledge
So long as any Note remains Outstanding, the Company will not create or permit any Lien, other than a Permitted Lien, on any of the Company’s assets to secure (a) any of the Company’s Indebtedness or (b) the Indebtedness of any other Person, unless the Company contemporaneously creates or permits such Lien to secure equally and ratably the Company’s obligations under the Notes and this Indenture or the Company provides such other security for the Notes as is duly approved by a resolution of the Holders of the Notes in accordance with this Indenture. In addition, the Company will not allow any of the Company’s Material Subsidiaries, if any, to create or permit any Lien, other than a Permitted Lien, on any of its assets to secure (a) any of the Company’s Indebtedness, (b) any of its Material Subsidiary’s Indebtedness or (c) the Indebtedness of any other Person, unless it contemporaneously creates or permits such Lien to secure equally and ratably the Company’s obligations under the Notes and this Indenture or the Company provides such other security for the Notes as is duly approved by a resolution of the Holders of the Notes in accordance with this Indenture.”
“Section 10.13 Use of Proceeds
The Company shall use the net proceeds from the sale of the Notes for general corporate purposes.”
Section 2.06. Application of the Article of the Indenture Regarding Defeasance and Covenant Defeasance. The provisions of Sections 14.01, 14.02 and 14.03 of the Original Indenture shall apply to the Notes.
Article
3
GUARANTY
Section 3.01. Execution. The Trustee is hereby authorized and directed to acknowledge the Guaranty and to perform all of its duties and obligations thereunder.
Section 3.02. Enforcement. The Trustee shall enforce the provisions of the Guaranty against Petrobras in accordance with the terms thereof and the terms of the Indenture, and Petrobras, by execution of this Eighth Supplemental Indenture, and by so agreeing to become a party to the Indenture, agrees that each Holder of the Notes shall have direct rights under the Guaranty as if it were a party thereto.
Section 3.03. Petrobras hereby (i) acknowledges and agrees to be bound by the provisions of Section 1.08 of the Original Indenture and (ii) confirms that (A) its obligations under the Guaranty shall be issued pursuant to the Indenture and (B) it intends for the Holders of the Notes, in addition to those rights under the Guaranty as provided therein, to be entitled to the benefits of the Indenture with respect to their rights against Petrobras under the Guaranty.
Section 3.04. Taxes; Additional Amounts. For the avoidance of doubt, the Company’s obligations to pay any indemnity with respect to taxes, including the obligation to pay Additional Amounts pursuant to Section 10.10 of the Original Indenture, shall extend to any payments made by Petrobras pursuant to the Guaranty.
Article
4
MISCELLANEOUS
Section 4.01. Effect of the Eighth Supplemental Indenture. This Eighth Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Original Indenture, as supplemented and amended by this Eighth Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture and this Eighth Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Eighth Supplemental Indenture supersede any conflicting provisions included in the Original Indenture unless not permitted by law. The provisions of this Eighth Supplemental Indenture are intended to apply solely to the Notes and the Holders thereof and shall not apply to any future issuance of securities by the Company (other than any Add On Notes as provided herein) and all references to provisions of the Original Indenture herein amended and restated or otherwise modified shall have effect solely with respect to the Notes contemplated in this Eighth Supplemental Indenture. The Trustee accepts the trusts created by the Original Indenture, as supplemented by this Eighth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Original Indenture, as supplemented by this Eighth Supplemental Indenture.
Section 4.02. Governing Law. This Eighth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 4.03. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and Petrobras.
Section 4.04. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of this Eighth Supplemental Indenture.
Section 4.05. Counterparts. The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 4.06. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE NOTES.
Section 4.07. Electronic Means. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Eighth Supplemental Indenture and related documents and delivered using Electronic Means; provided, however, that the Company and/or Petrobras, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company and/or Petrobras, as applicable, whenever a person is to be added or deleted from the listing. If the Company and/or Petrobras, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company and Petrobras understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company and Petrobras shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company, Petrobras and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company and/or Petrobras, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company and Petrobras agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company and/or Petrobras, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
[SIGNATURE PAGES TO FOLLOW IMMEDIATELY]
IN WITNESS WHEREOF, the parties have caused this Eighth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
| PETROBRAS GLOBAL FINANCE B.V. | ||
| By: | /s/ Guilherme Rajime T. Saraiva | |
| Name: Guilherme Rajime T. Saraiva | ||
| Title: Managing Director A | ||
| By: | /s/ Cesar dos Reis Rosa | |
| Name: Cesar dos Reis Rosa | ||
| Title: Managing Director B | ||
| PETRÓLEO BRASILEIRO S.A. – PETROBRAS | ||
| By: | /s/ Andre Gameiro Rua | |
| Name: Andre Gameiro Rua | ||
| Title: Attorney-in-fact | ||
| By: | /s/ Lucas Tavares de Mello | |
| Name: Lucas Tavares de Mello | ||
| Title: Attorney-in-fact | ||
| WITNESSES: | ||
| 1. | /s/ Renan Feuchard Pinto | |
| Name: Renan Feuchard Pinto | ||
| 2. | /s/ Isabela de S. N. M. Andréa | |
| Name: Isabela de S. N. M. Andréa | ||
[Signature Page – Eighth Supplemental Indenture]
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Esther Antoine | |
| Name: Esther Antoine | ||
| Title: Vice President | ||
[Signature Page – Eighth Supplemental Indenture]
| STATE OF NEW YORK | ) | |
| ) | ss: | |
| COUNTY OF NEW YORK | ) |
On this 8th day of September, 2025, before me, a notary public within and for said county, personally appeared Esther Antoine, to me personally known, who being duly sworn, did say that she is a Vice President of The Bank of New York Mellon, one of the persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said entity.
[Notarial Seal]
| /s/ Alexander Titus Tonge | |
| Notary Public | |
| COMMISSION EXPIRES |
Form of 6.250% Global Note due 2036
GLOBAL NOTE
THIS CERTIFICATE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS A PROPERTY INTEREST IN THE NOTES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.
PETROBRAS GLOBAL FINANCE B.V.
6.250% Global Notes due 2036
No.
CUSIP
No.: 71647NBN8
ISIN No.: US71647NBN84
| Principal Amount: | U.S.$ 1,000,000,000 | |
| Initial Issuance Date: | September 10, 2025 |
This Note is one of a duly authorized issue of notes of PETROBRAS GLOBAL FINANCE B.V., a private company incorporated with limited liability under the laws of The Netherlands (the “Issuer”), designated as its 6.250% Global Notes due 2036 (the “Notes”), issued in an initial aggregate principal amount of U.S.$1,000,000,000 under the Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”), effective as of September 10, 2025, by and among the Issuer, Petróleo Brasileiro S.A. – Petrobras, a sociedade de economia mista (partially state-owned enterprise) organized under the laws of Brazil (“Petrobras”), and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”), to the Indenture, dated as of August 28, 2018 (the “Original Indenture”, and as supplemented by the Eighth Supplemental Indenture and any further supplements thereto with respect to the Notes, the “Indenture”), by and among the Issuer and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of interests, benefits, obligations and duties thereunder of the Issuer, the Trustee and the Holders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
The Issuer, for value received, hereby promises to pay to Cede & Co., or its registered assigns, as nominee of The Depository Trust Company (“DTC”), and as the Holder of record of this Note, the principal amount specified above in U.S. dollars on January 10, 2036 (or earlier as provided for in the Indenture) upon presentation and surrender hereof, at the office or agency of the Trustee referred to below.
As provided for in the Indenture, the Issuer promises to pay interest on the outstanding principal amount hereof, semi-annually in arrears on January 10 and July 10 of each year, (each such date, an “Interest Payment Date”), commencing on January 10, 2026 at a rate equal to 6.250% per annum, and will initially accrue from the date of issuance and thereafter from the last Interest Payment Date to which interest has been paid. Interest payable, and punctually paid or duly provided for, on this Note on any Interest Payment Date will, as provided in the Indenture, be paid in U.S. dollars to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Business Day preceding such interest payment.
Payment of the principal of and interest on this Note will be payable by wire transfer to a U.S. dollar account maintained by the Holder of this Note as reflected in the Note Register of the Trustee. In the event the date for any payment of the principal of or interest on any Note is not a Business Day, then payment will be made on the next Business Day with the same force and effect as if made on the nominal date of any such date for such payment and no additional interest will accrue on such payment as a result of such payment being made on the next succeeding Business Day. Interest shall accrue on the Notes at the rate of 6.250% per annum until all required amounts due in respect of the Notes have been paid. Interest accrued with respect to this Note shall be calculated based on a 360-day year of twelve 30-day months.
The Notes are subject to redemption by the Issuer on the terms and conditions specified in the Indenture.
This Note does not purport to summarize the Indenture, and reference is made to the Indenture for information with respect to the respective rights, limitations of interests, benefits, obligations and duties thereunder of the Issuer, the Trustee and the Holders.
If an Event of Default shall occur and be continuing, the outstanding principal amount of all the Notes may become or may be declared due and payable in the manner and with the effect provided in the Indenture.
Modifications of the Indenture may be made by the Issuer and the Trustee only to the extent and in the circumstances permitted by the Indenture.
The Notes shall be issued only in fully registered form, without coupons. Notes shall be issued in the form of beneficial interests in one or more global securities in denominations of U.S.$ 2,000 and integral multiples of U.S.$ 1,000 in excess thereof.
Prior to and at the time of due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Trustee nor any agent thereof shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been duly executed by the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
| PETROBRAS GLOBAL FINANCE B.V. | ||
| By: | ||
| Name: | ||
| Title: | Managing Director A | |
| By: | ||
| Name: | ||
| Title: | Managing Director B | |
| WITNESSES: | ||
| 1. | ||
| Name: | ||
| 2. | ||
| Name: | ||
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in the within mentioned Indenture.
Dated: September 10, 2025
| The Bank of New York Mellon, as Trustee | ||
| By: | ||
| Name: | ||
| Title: | ||
ASSIGNMENT FORM
For value received
hereby sells, assigns and transfers unto
(Please insert social security or
other identifying number of assignee)
(Please print or type name and address,
including zip code, of assignee:)
the within Note and does hereby irrevocably constitute and appoint Attorney to transfer the Note on the books of the Note Registrar with full power of substitution in the premises.
| Date: | Your Signature: |
| (Sign exactly as your name appears on the face of this Note) |
Exhibit 5.1
September 10, 2025
Petróleo Brasileiro S.A.— Petrobras
Av. Henrique Valadares, 28 – 19th floor
20231-030 Rio de Janeiro—RJ
Brazil
Petrobras Global Finance B.V.
Weena 798C, 23rd floor
3014 DA Rotterdam
The Netherlands
Ladies and Gentlemen:
I am the Acting General Counsel of Petróleo Brasileiro S.A. — Petrobras (“Petrobras”), a sociedade de economia mista (partially state-owned enterprise) organized and existing under the laws of the Federative Republic of Brazil (“Brazil”). This opinion is being furnished to you in connection with the guaranty (the “Guaranty for the 2030 Notes”) dated as of September 10, 2025 for the U.S.$1,000,000,000 aggregate principal amount of 5.125% Global Notes due 2030 (the “2030 Notes”) by and between Petrobras, as the guarantor, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) under the indenture dated as of August 28, 2018, by and between Petrobras’s wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF”), and the Trustee (the “2018 Base Indenture”) as supplemented pursuant to the Seventh Supplemental Indenture, dated as of September 10, 2025 (the “Seventh Supplemental Indenture” and, together with the 2018 Base Indenture, the “2030 Indenture”) by and among PGF, Petrobras and the Trustee. This opinion is also being furnished to you in connection with the guaranty (the “Guaranty for the 2036 Notes” and, together with the Guaranty for the 2030 Notes, the “Guaranties”) dated as of September 10, 2025 for the U.S.$1,000,000,000 aggregate principal amount of 6.250% Global Notes due 2036 (the “2036 Notes” and, together with the 2030 Notes, the “Notes”) by and between Petrobras, as the guarantor, and the Trustee under the 2018 Base Indenture, as supplemented pursuant to the Eighth Supplemental Indenture, dated as of September 10, 2025 (the “Eighth Supplemental Indenture” and, together with the 2018 Base Indenture, the “2036 Indenture” and, together with the 2030 Indenture, the “Indentures” and, together with the Guaranties, the “Transaction Documents”) by and among PGF, Petrobras and the Trustee.
For the purpose of rendering this opinion, I have examined the execution copies or copies certified to my satisfaction of the following documents:
| (i) | the 2018 Base Indenture; | |
| (ii) | a form of the Seventh Supplemental Indenture; | |
| (iii) | a form of the Eighth Supplemental Indenture; | |
| (iv) | a form of the Guaranty for the 2030 Notes; | |
| (v) | a form of the Guaranty for the 2036 Notes; | |
| (vi) | the Estatuto Social of Petrobras; |
| (vii) | resolutions of the board of directors and board of executive officers of Petrobras authorizing the signing of each Transaction Document to which Petrobras is a party; |
| (viii) | a Secretary’s Certificate of Petrobras; |
| (ix) | an Officer’s Certificate of Petrobras; and |
| (x) | such other documents, records and matters of law as I have deemed necessary; |
In rendering the foregoing opinions, I have assumed the authenticity of all documents represented to me to be originals, the conformity to original documents of all copies of documents submitted to me, the accuracy and completeness of all corporate records made available to me and the genuineness of all signatures that purport to have been made in a corporate, governmental, fiduciary or other capacity, and that the persons who affixed such signatures had authority to do so.
Based on the foregoing and subject to the qualifications and limitations hereinafter specified, I am of the opinion that:
| (i) | Petrobras has been duly incorporated and is validly existing as a sociedade de economia mista (partially state-owned enterprise) under the laws of Brazil. |
| (ii) | Petrobras has all power and authority to enter into and perform its obligations under the Guaranties. |
| (iii) | The execution, delivery and performance of the Guaranties have been duly authorized by the board of directors and board of executive officers of Petrobras. |
I express no opinion as to any matter which may be, or which purports to be, governed by the laws of any jurisdiction other than the laws of Brazil.
This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
I hereby consent to the use of my name in the prospectus constituting a part of the Registration Statement, and in any prospectus supplements related thereto, under the heading “Legal Matters” as counsel who has passed on specific opinions based on Brazilian law relating to the Notes, the Indentures and the Guaranties, and to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, | ||
| By: | /s/ Luiz Cristiano Oliveira de Andrade | |
| Name: Luiz Cristiano Oliveira de Andrade | ||
| Title: Acting General Counsel of Petrobras |
Exhibit 5.2
September 10, 2025
Petróleo Brasileiro S.A.—Petrobras
Av. Henrique Valadares, 28 – 9th floor
20231-030 Rio de Janeiro – RJ
Brazil
Petrobras Global Finance B.V.
Weena 798C, 23rd floor
3014 DA Rotterdam
The Netherlands
Ladies and Gentlemen:
We have acted as special United States counsel to Petróleo Brasileiro S.A. – Petrobras, a sociedade de economia mista (partially state-owned enterprise) organized and existing under the laws of the Federative Republic of Brazil (“Petrobras”), and Petrobras Global Finance B.V., a Dutch private company (“PGF” and, together with Petrobras, the “Companies”), in connection with PGF’s offering pursuant to a registration statement on Form F-3 (Nos. 333-283981 and 333-283981-01) of U.S.$1,000,000,000, aggregate principal amount of PGF’s 5.125% Global Notes due 2030 (the “2030 Notes”) and U.S.$1,000,000,000, aggregate principal amount of PGF’s 6.250% Global Notes due 2036 (the “2036 Notes” and, together with the 2030 Notes, the “Notes”). The 2030 Notes are to be issued under an indenture dated as of August 28, 2018 between PGF and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) (the “2018 Base Indenture”), as supplemented by the seventh supplemental indenture thereto dated as of September 10, 2025 (the “Seventh Supplemental Indenture” and, together with the 2018 Base Indenture, the “2030 Indenture”) among PGF, Petrobras and the Trustee. The 2036 Notes are to be issued under the 2018 Base Indenture, as supplemented by the eighth supplemental indenture thereto dated as of September 10, 2025 (the “Eighth Supplemental Indenture” and, together with the 2018 Base Indenture, the “2036 Indenture” and, together with the 2030 Indenture, the “Indentures”) among PGF, Petrobras and the Trustee.
The 2030 Notes will have the benefit of a guaranty dated as of September 10, 2025 (the “Guaranty for the 2030 Notes”) and the 2036 Notes will have the benefit of a guaranty dated as of September 10, 2025 (the “Guaranty for the 2036 Notes” and, together with the Guaranty for the 2030 Notes, the “Guaranties” and, together with the Notes, the “Securities”), in each case between Petrobras and the Trustee. Such registration statement, as amended as of its most recent effective date (September 3, 2025), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), but excluding the documents incorporated by reference therein, is herein called the “Registration Statement.”
Petróleo Brasileiro S.A. – Petrobras
Petrobras Global Finance B.V., p. 2
In arriving at the opinions expressed below, we have reviewed the following documents:
(a) an executed copy of the 2018 Base Indenture;
(b) a form of the Seventh Supplemental Indenture, including forms of global certificates representing the 2030 Notes;
(c) a form of the Eighth Supplemental Indenture, including forms of global certificates representing the 2036 Notes;
(d) a form of the Guaranty for the 2030 Notes; and
(e) a form of the Guaranty for the 2036 Notes.
In addition, we have reviewed originals or copies certified or otherwise identified to our satisfaction of such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that, when the Seventh Supplemental Indenture, the Eighth Supplemental Indenture and each of the Guaranties have been duly executed and delivered by PGF and Petrobras, as applicable, in the forms thereof that we have examined, and the Notes have been duly delivered to and paid for by the purchasers thereof in the manner described in the Registration Statement and executed and authenticated, in the form thereof that we have examined, in accordance with the terms of the Indentures, the Notes will be valid, binding and enforceable obligations of PGF, entitled to the benefits of the Indentures, and the Guaranties will be valid, binding and enforceable obligations of Petrobras.
Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of PGF or Petrobras, (a) we have assumed that each of Petrobras and PGF and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to Petrobras and PGF regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities in relation to transactions of the type contemplated in the Indentures and the Notes), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.
Petróleo Brasileiro S.A. – Petrobras
Petrobras Global Finance B.V., p. 3
We note that the enforceability of the waiver in Section 15 of the Guaranties and Section 1.15 of the 2018 Base Indenture by each of Petrobras and PGF, as applicable, of any immunities from court jurisdiction and from legal process is subject to the limitations imposed by the U.S. Foreign Sovereign Immunities Act of 1976.
We note that the designation in Section 15 of the Guaranties and Section 1.15 of the 2018 Base Indenture of any federal court in the Borough of Manhattan, the City of New York, State of New York, as the venue for actions or proceedings relating to the Guaranties, the Indentures and the Notes, are (notwithstanding the waiver in Section 15 of the Guaranties and Section 1.15 of the 2018 Base Indenture) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such actions or proceedings.
We express no opinion as to the subject matter jurisdiction of any U.S. federal court to adjudicate any action relating to the Guaranties, the Indentures or the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist.
We express no opinion as to the enforceability of Section 14 of the Guaranties and Section 10.12 of the 2018 Base Indenture relating to currency indemnity.
We note that the waiver of defenses in Sections 3 and 5 of the Guaranties may be ineffective to the extent that any such defense involves a matter of public policy in the State of New York.
The foregoing opinions are limited to the federal law of the United States of America and the law of the state of New York.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the prospectus constituting a part of the Registration Statement under the heading “Validity of Securities” and in the prospectus supplement related thereto under the heading “Legal Matters” as counsel for Petrobras and PGF who have passed on the validity of the Securities being registered by the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
Petróleo Brasileiro S.A. – Petrobras
Petrobras Global Finance B.V., p. 4
| Very truly yours, | ||
| CLEARY GOTTLIEB STEEN & HAMILTON LLP | ||
| By: | /s/ Manuel Silva | |
| Manuel Silva, a Partner | ||
Exhibit 5.3
|
To: the addressees listed in Schedule 1 hereto (the “Addressees”)
|
Heussen NL-1101 HE Amsterdam The Netherlands Tel: +31-(0)20-312-2800 Fax: +31-(0)20-312-2801 info@heussen-law.nl |
Amsterdam, 10 September 2025
Our ref.: 2024-6733
Re: Petrobras Global Finance B.V. / legal opinion notes issuance (Exhibit 5 to Form 6-K)
Dear Addressees,
| 1. | INTRODUCTION |
We have acted as your special counsel for the purpose of rendering an opinion on certain matters of Dutch law in connection with the issuance of (i) the U.S.$ 1,000,000,000 5.125% Global Notes due 2030 (the “2030 Notes”) and (ii) the U.S.$ 1,000,000,000 6.250% Global Notes due 2036 (the “2036 Notes” and jointly with the 2030 Notes, the “Notes”) by Petrobras Global Finance B.V., having its registered seat in Rotterdam, the Netherlands and registered with the trade register of the Chamber of Commerce (the “Trade Register”) under number 55810322 (the “Issuer”).
| 2. | SCOPE OF INQUIRY |
| 2.1 | For the purpose of rendering this opinion we have exclusively examined and relied on a certified online excerpt of the registration of the Issuer in the Trade Register dated 10 September 2025 (the “Excerpt”) and a pdf copy of the following documents: |
| (i) | the fully executed seventh supplemental indenture dated September 10, 2025 among the Issuer, Petróleo Brasileiro S.A. – Petrobras (the “Guarantor”) and The Bank of New York Mellon, supplementing the Base Indenture (as defined below) and governing the 2030 Notes (the "Seventh Supplemental Indenture"); | |
| (ii) | the fully executed eighth supplemental indenture dated September 10, 2025 among the Issuer, the Guarantor and The Bank of New York Mellon, supplementing the Base Indenture (as defined below) and governing the 2036 Notes (the "Eighth Supplemental Indenture" and jointly with the Seventh Supplemental Indenture, the “Supplemental Indentures”); |
in association with:
Heussen Rechtsanwaltsgesellschaft mbH and Heussen Italia Studio Legale e Tributario
AMSTERDAM · BERLIN · CONEGLIANO · FRANKFURT · MILAN · MUNICH · ROME · STUTTGART
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Heussen is the trade name of Heussen BV, registered with the trade register of Amsterdam under number 34222303. Heussen BV is the sole contracting party with regard to services (to be) provided. All services (to be) provided and legal acts (to be) performed by Heussen BV are subject to its general terms and conditions which contain the applicability of Dutch law, the exclusive jurisdiction of the Amsterdam District Court and a limitation of liability. All liability is limited to the amount which in the particular case can be claimed and shall be paid under the professional liability insurance taken out by Heussen BV, increased with any applicable deductible to be borne by Heussen BV itself. Heussen BV's terms and conditions are available upon first request and at www.heussen-law.nl.
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| (iii) | the fully executed base indenture dated August 28, 2018, among the Issuer and The Bank of New York Mellon (the "Base Indenture"); | |
| (iv) | the preliminary prospectus supplement and the final prospectus supplement in relation to the Notes, in each case dated September 3, 2025, supplementing the prospectus forming part of the Registration Statement (as defined below) (the “Prospectus Supplement”); | |
| (v) | the registration statement of the Issuer and the Guarantor as registrants on Form F-3 under the Securities Act 1933 of the United States, dated December 20, 2024 (the “Registration Statement”); | |
| (vi) | the deed of incorporation of the Issuer dated 2 August 2012 (the “Deed of Incorporation”); | |
| (vii) | the current articles of association as they stand since the last deed of amendment of the articles of association of the Issuer dated 2 November 2021 (the “Articles”); | |
| (viii) | the executed written resolutions of the general meeting of the Issuer, dated July 15, 2024, inter alia approving the Transactions (as defined therein) and approving the execution of all documents necessary for the completion of the Transactions (as defined therein) (the “2024 Shareholders Resolution”); | |
| (ix) | the executed written resolutions of the general meeting of the Issuer, dated July 11, 2025, inter alia approving the Issuance of Notes (as defined therein) (the “2025 Shareholders Resolution” and jointly with the 2024 Shareholders Resolution, the “Shareholders Resolutions”); and | |
| (x) | the executed written resolutions of the management board (het bestuur) (the “Management Board”) of the Issuer, dated August 25, 2025, inter alia approving that the Issuer issues the Notes and enters into the Supplemental Indentures (the “Board Resolution” and jointly with the Shareholders Resolutions, the “Resolutions”). |
| 2.2 | We have undertaken only the following searches and inquiries (the “Checks”) at the date of this opinion letter: |
| (a) | an online inquiry on the relevant website (www.kvk.nl) of the Trade Register, confirming that no relevant changes were registered after the date of the Excerpt; | |
| (b) | an inquiry by telephone at the bankruptcy clerk’s office (Unit Faillissementen en schuldsaneringen) of the court (rechtbank) in Rotterdam, confirming that the Issuer is not listed in the insolvency register; | |
| (c) | an online inquiry on the relevant website (www.rechtspraak.nl) of the registrations with the Central Insolvency Register (Centraal Insolventieregister), confirming that the Issuer is not listed with the Central Insolvency Register; and | |
| (d) | an online inquiry on the relevant website (www.rechtspraak.nl) of the EU Registrations with the Central Insolvency Register (Centraal Insolventieregister), confirming that the Issuer is not listed on the EU Registrations with the Central Insolvency Register. |
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| 2.3 | We have not examined any other documents than the documents listed above. We have not examined any attachments to any documents or any documents referred to in any documents, unless expressly stated otherwise. We have not investigated or verified any factual matter disclosed to us for the purpose of our review and we have not made any inquiry concerning the Issuer other than expressly stated herein. We have reviewed the Supplemental Indentures, the Prospectus Supplement and the Notes with a view to Dutch law only and we have not otherwise been involved in the structuring, drafting or negotiation thereof. |
| 3. | ASSUMPTIONS |
For the purpose of rendering this opinion we have, except as expressly stated herein, without independent investigation or verification made the following assumptions:
| 3.1 | Documents |
| 3.1.1 | All documents or instruments submitted to us as originals are authentic. |
| 3.1.2 | All documents submitted to us as scanned or photo static copies are complete and conform to original documents, and the originals of such copies are authentic. |
| 3.1.3 | The signatures (including endorsements), including any electronic signature (elektronische handtekening), any advanced electronic signature (geavanceerde elektronische handtekening) and any qualified electronic signature (gekwalificeerde elektronische handtekening) as meant in article 3 of Council Regulation (EU) No. 910/2014 of 23 July 2014 (eIDAS Regulation) and Section 3:15a of the Dutch Civil Code, of the natural persons purported to have signed the documents and instruments submitted to us (including all seals on the documents and instruments submitted to us) are genuine. |
| 3.1.4 | If an electronic signature (elektronische handtekening) is not a qualified electronic signature (gekwalificeerde elektronische handtekening), the signing method used is sufficiently reliable (voldoende betrouwbaar) taking into account the purpose for which that electronic signature was used and all other circumstances. |
| 3.1.5 | Under any applicable laws, the Base Indenture has not been terminated, rescinded, cancelled or nullified and is in full force and effect. |
| 3.2 | Incorporation, existence and corporate power |
| 3.2.1 | The Deed of Incorporation is a valid notarial deed (notariële authentieke akte), the contents thereof are correct and complete and there were no defects in the incorporation process of the Issuer (not appearing on the face of the Deed of Incorporation) on the basis of which a court might dissolve the Issuer or deem it never to have existed. |
| 3.2.2 | The Issuer has not been dissolved (ontbonden), merged (gefuseerd) involving the Issuer as disappearing entity, demerged (gesplitst), converted (omgezet) into another legal form either Dutch or foreign, subjected to an intervention, recovery or resolution measure, started or been subjected to a composition proceeding (onderhands akkoord), granted a moratorium of payments (surséance van betaling), declared bankrupt (failliet verklaard), subjected to any other insolvency proceedings listed in Annex A to the EC Council Regulation No. 2015/848 of 20 May 2015 on insolvency proceedings (recast) (as amended by Council Regulation from time to time), listed on the list referred to in article 2 (3) of Council Regulation (EC) No 2580/2001 of 27 December 2001, listed in Annex I to Council Regulation (EC) No 881/2002 of 27 May 2002 or listed and marked with an asterisk in the Annex to Council Common Position 2001/931 of 27 December 2001 relating to measures to combat terrorism, as amended from time to time, in any EU member state other than the Netherlands and has not passed a voluntary winding-up resolution and has not been limited in its power to dispose of its assets and the Issuer has not received a notice from the Trade Register concerning its dissolution under section 2:19a of the Dutch Civil Code or from the relevant court (rechtbank) under section 2:21 of the Dutch Civil Code. |
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| 3.2.3 | No petition has been presented or order made by a court for the bankruptcy (faillissement), dissolution (ontbinding) or moratorium of payments (surséance van betaling) of the Issuer and no statement concerning the Issuer has been submitted with the court registry regarding the preparation of a restructuring plan in accordance with section 370 paragraph 3 of the Dutch Bankruptcy Act (Faillissementswet) nor has a filing been made concerning the Issuer regarding a request with the court for the appointment of a restructuring expert in accordance with section 371 paragraph 1 of the Dutch Bankruptcy Act (Faillissementswet) (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Excerpt and the Checks (except for any proceedings for the restructuring of debts that have not been made public (besloten akkoordprocedure) or not yet been made public (openbare akkoordprocedure)). |
| 3.2.4 | The Articles are the articles of association of the Issuer in force on the date of the Resolutions, the date of the Supplemental Indentures, the date of the Prospectus Supplement, the date of the Notes and the date of this opinion letter (the “Relevant Date”) (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Excerpt). |
| 3.2.5 | The information in the Excerpt is true, accurate and complete on the Relevant Date (although not constituting conclusive evidence thereof, this assumption is supported by the Checks). |
| 3.3 | Corporate authorisations |
| 3.3.1 | The Resolutions have not been amended, revoked or declared void and remain in full force and effect and the statements made and confirmations given in the Resolutions are true, complete and correct on the Relevant Date. |
| 3.3.2 | It is in the corporate interest of the Issuer to enter into the Supplemental Indentures, to publish the Prospectus Supplement and to issue the Notes (although not constituting conclusive evidence thereof, this assumption is supported by (i) the text of the corporate objects clause in the Articles and (ii) the confirmation by the Management Board of the Issuer contained in the Board Resolution). |
| 3.3.3 | None of the managing directors (bestuurders) of the Issuer has any conflict of interest with the Issuer as meant in section 2:239 par. 6 of the Dutch Civil Code in respect of the Supplemental Indentures, their execution, the publication of the Prospectus Supplement, the issuance of the Notes, or the transactions contemplated thereby (although not constituting conclusive evidence thereof, this assumption is supported by the confirmation by the Management Board of the Issuer contained in the Board Resolution). |
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| 3.4 | Execution |
The Supplemental Indentures have been validly signed and duly authorised by the parties thereto (other than the Issuer).
| 3.5 | Validity |
| 3.5.1 | Under any applicable laws (other than Dutch law), (i) the Supplemental Indentures constitute the legal, valid and binding obligations of the parties thereto, and are enforceable against those parties in accordance with their terms and (ii) the choice of law and submission to jurisdiction made in the Supplemental Indentures is legal, valid and binding under such applicable law. |
| 3.5.2 | The performance by the Issuer of its obligations under the Supplemental Indentures is not illegal or ineffective under any jurisdiction (other than the Netherlands) that these obligations are to be performed under. |
| 3.5.3 | All requirements, formalities and other matters relating to the Supplemental Indentures under any applicable law (other than Dutch law) and in any jurisdiction (other than the Netherlands) in which any obligation under the Supplemental Indentures is to be performed have been complied with. |
| 3.6 | Regulatory |
| 3.6.1 | None of the parties to the Supplemental Indentures are subject to, controlled by or otherwise connected with a person, organization or country which is subject to United Nations, European Union, United States, United Kingdom, Dutch or any other sanctions implemented or effective under or pursuant to the Sanction Act 1977 (Sanctiewet 1977), the Economic Offences Act (Wet op de economische delicten), the General Customs Act (Algemene Douanewet), the Dutch Financial Supervision Act (Wet of het financieel toezicht), Regulations of the European Union or any other legislation. |
| 3.6.2 | The issuance and the offer of the Notes and the distribution of the Prospectus Supplement are made in accordance with the Prospectus Supplement in particular with the selling restrictions and legal requirements set out therein (including offering Notes in the European Economic Area only to qualified investors as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC). |
| 3.6.3 | Each Note will be duly executed, authenticated and delivered in accordance with the Supplemental Indentures and the Base Indenture. |
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| 4. | OPINIONS |
Based upon the foregoing and subject to the assumptions, qualifications, limitations and exceptions as set forth herein, and subject to any factual matters not disclosed to us in the course of our examination referred to above, we are at the date hereof, of the opinion that:
| 4.1 | Incorporation and corporate status |
The Issuer was duly incorporated and is validly existing under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).
| 4.2 | Corporate power and authority |
The Issuer has taken all necessary corporate action and has all corporate powers and authority to enter into the Supplemental Indentures, to publish the Prospectus Supplement and to issue the Notes and to perform its obligations thereunder.
| 4.3 | No conflict with Articles and law |
The entering into of the Supplemental Indentures, the publication of the Prospectus Supplement and the issuance of the Notes by the Issuer and the performance of its obligations thereunder do not (a) violate any Dutch law, or (b) violate, conflict with, or constitute a default under the Articles which would affect the enforceability of the Supplemental Indentures, the Prospectus Supplement and the Notes against the Issuer.
| 4.4 | No consent |
No authorisation, consent or approval of, notice to or filing or recording with any governmental or other public authority of or in the Netherlands is required for the entering into by the Issuer of the Supplemental Indentures or the performance by the Issuer of its obligations thereunder, the publication of the Prospectus Supplement, or the issuance of the Notes or the performance of its obligations thereunder, the absence of which would affect the enforceability of the Issuer’s obligations thereunder.
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| 4.5 | Choice of law |
The choice of the laws of the State of New York to govern the contractual rights and obligations contained in the Supplemental Indentures is recognized under Dutch law and the courts of the Netherlands will observe and give effect to the choice of laws of the State of New York as the governing laws of the contractual rights and obligations contained in the Supplemental Indentures.
| 4.6 | Submission to jurisdiction |
The submission by the Issuer in the Supplemental Indentures to the non-exclusive jurisdiction of the courts of any federal court in the Borough of Manhattan, the City of New York, State of New York for any legal action, suit or proceedings arising out of or related to the Supplemental Indentures is recognized under Dutch law and will be given effect to by the Dutch courts.
| 4.7 | No immunity |
In proceedings taken in the Netherlands neither the Issuer nor any of its assets is immune from legal action or proceeding (including, without limitation, suit, attachment prior to judgment, execution or other legal process), except for assets located in the Netherlands which are destined for public services (goederen bestemd voor de openbare dienst) and the books and records of the Issuer.
| 5. | QUALIFICATIONS |
The opinions expressed above are subject to the following qualifications:
| 5.1 | Dutch law |
As Dutch lawyers we are not qualified or able to assess the true meaning and purport of the terms of the Supplemental Indentures, the Prospectus Supplement or the Notes under the applicable law and the obligations of the parties to the Supplemental Indentures, the Prospectus Supplement or the Notes and we have made no investigation of that meaning and purport. Our review of the Supplemental Indentures, the Prospectus Supplement or the Notes and of any other documents subject or expressed to be subject to any law other than Dutch law has therefore been limited to the terms of these documents as they appear to us on their face.
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| 5.2 | Insolvency |
The enforcement of the rights and remedies set forth in the Supplemental Indentures may be affected or limited by any applicable bankruptcy (faillissement), moratorium of payments (surséance van betaling), composition proceeding (onderhands akkoord), any intervention, recovery or resolution measure by any regulatory or other authority or governmental body, other insolvency proceedings, fraudulent transfer (actio pauliana), claims based on tort (onrechtmatige daad) or any sanctions or measures under the Sanctions Act 1977 (Sanctiewet), the Council Regulation (EC) No 2271/96 of 22 November 1996 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom, the European anti-money laundering directives, as implemented in the Netherlands in the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and the Dutch Criminal Code (Wetboek van Strafrecht) and related legislation or other (Dutch or foreign) laws affecting the enforcement of creditor’s rights generally. The courts in the Netherlands may not always grant specific performance, whereas direct enforceability (reële executie) is normally only available in respect of obligations regarding the making of payments.
| 5.3 | Corporate benefit / ultra vires |
Any legal act entered into by a Dutch legal entity such as the Issuer may be nullified by such legal entity or the receiver in bankruptcy if it is ultra vires, i.e. falls outside the scope of such legal entity’s objects. A legal act may be ultra vires if (i) such legal act is not expressly allowed by the objects clause in such legal entity’s articles of association and could not be conducive to the realization of such objects and (ii) the other party was aware thereof or should be aware thereof without an independent investigation. All relevant circumstances of the case should be considered.
| 5.4 | Powers of attorney |
All powers of attorney, including powers of attorney expressed to be irrevocable, terminate by operation of law without notice upon the bankruptcy of the person issuing the power of attorney (the “Principal”), and will cease to be effective in case of a moratorium of payments of the Principal. Powers of attorney that are expressed to be irrevocable are not capable of being revoked insofar they extend to the performance of legal acts (rechtshandelingen) that are in the interest of either the attorney appointed by such power of attorney or a third party. However, such powers of attorney terminate by operation of law upon the bankruptcy of the Principal or, unless provided otherwise in such power of attorney, upon the death of, the commencement of legal guardianship over (onder curatelestelling) or the bankruptcy of the attorney or by notice of termination given by the attorney. A power of attorney does not affect the authority of the principal to perform actions within the scope of the power of attorney itself.
| 5.5 | Dutch court proceedings |
| 5.5.1 | The submission by the Issuer to foreign courts is subject to the provisions of Council Regulation No. 1215/2012 of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, amended by Council Regulation No. 542/2014 of 15 May 2014 and the rules and regulations promulgated pursuant thereto. The submission does not preclude that claims for provisional measures in summary proceedings and requests to levy pre-trial attachments (conservatoire beslagen) are brought before the competent courts of the Netherlands. The courts of the Netherlands may stay or refer proceedings if concurrent proceedings are brought elsewhere. |
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| 5.5.2 | The choice of a foreign law as the law governing an agreement will generally be recognized and applied by the courts of the Netherlands, provided, however, that the Dutch courts may give effect to the mandatory rules of the laws of any country, including the Netherlands, with which the case in question has a close connection if and to the extent that pursuant to the laws of the latter country such mandatory rules must be applied, regardless of the law governing the agreement. When determining whether such mandatory rules must be applied the nature and intent of such rules are taken into account as well as the consequences that might ensue from the application or non-application of such rules. The law that otherwise would govern the Supplemental Indentures need not be applied by the Dutch courts, if it is obvious that the application thereof could not be reconciled with the public policy of the Netherlands or the European Union. |
| 5.5.3 | Regulation (EC) No 593/2008 of the European Parliament and of the Council of June 17, 2008 on the law applicable to contractual obligations (Rome I) does not apply to obligations arising under the Notes to the extent that (i) these obligations arise out of the negotiable character of the Notes or, (ii) the Notes constitute a "promissory note", "bill of exchange" or "cheque" within the meaning of the 1930 Convention on the Settlement of Certain Conflicts of Laws in Connection with Bills of Exchange and Promissory Notes or the 1931 Convention on the Settlement of Certain Conflicts of Laws in Connection with Cheques. Consequently we do not express an opinion regarding the choice of law with respect to obligations arising under the Notes to the extent that (i) these obligations arise out of the negotiable character of the Notes and/or, (ii) the Notes qualify as a promissory note, bill of exchange or cheque within the meaning of the respective conventions. |
| 5.6 | Regulatory |
A person residing in the Netherlands may be designated by the Dutch Central Bank pursuant to the Act on financial foreign regulations 1994 (Wet financiële betrekkingen buitenland 1994) and the Balance of payments reporting instructions 2022 (Rapportagevoorschriften betalingsbalansrapportages 2022), and if so designated, it has to file reports with the Dutch Central Bank for the benefit of the composition of the balance of payments for the Netherlands by the Dutch Central Bank. Failure to observe these requirements does however not affect the enforceability of the obligations of such person.
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| 5.7 | Trust |
With respect to any trust to be created under the Supplemental Indentures pursuant to which the Issuer shall hold monies or other assets on trust, it is noted that any assets held by the Issuer pursuant to any such provision may form part of the Issuer's estate and therefore be subject to recourse by any creditor of the Issuer. However, pursuant to the Convention on the law applicable to trusts and their recognition of 1 July 1985, a trust created in accordance with the chosen law, will be recognised by the courts in the Netherlands, provided that the chosen law provides for trusts and the trust has been created voluntarily and is evidenced in writing. The courts in the Netherlands will, however, not be bound to recognise a trust of which the significant elements are more closely connected with states which do not provide for the institution of the trust.
| 5.8 | Miscellaneous |
| 5.8.1 | Save as set out herein, nothing is to be taken to express an opinion in respect of any statement, representation or warranty made or given by or in respect of the Issuer in the Supplemental Indentures, the Prospectus Supplement and/or the Notes or any other document reviewed in connection with this letter of opinion. |
| 5.8.2 | The concept of a seal to be affixed to a document in order to make such document binding on the Issuer is not known or required under Dutch law. |
| 5.8.3 | The concept of delivery of a document in order to render a document valid, legally binding and enforceable is not known or required under Dutch law. |
We express no opinion as to any law or regulation other than Dutch law as they are currently in force, and as generally interpreted and applied by the Dutch courts as at the date of this opinion, as appearing from published case law. We do not express any opinion with respect to any international law, including but not limited to the rules promulgated under or by any bi- or multilateral treaty or treaty organization, unless duly implemented in Dutch law, or to any Dutch tax law, regulatory law, Dutch or European competition law, data protection law or securitization law. For purposes of the opinions expressed in paragraph 4.3 (No conflict with Articles and law) and paragraph 4.4 (No consent) we have given regard only to those laws that we, having exercised customary professional diligence, would reasonably be expected to recognise as being applicable to an entity, transaction or agreement to which this letter of opinion relates. This opinion is related to Dutch law as it stands now and we do not assume any obligation to notify or inform you of any development subsequent to the date hereof that might render its contents untrue or inaccurate in whole or in part at such time. Furthermore, this opinion is strictly limited to the matters stated herein and may not be read as extending by implication to any matters not specifically referred to in it and we express no opinion on any matters of fact.
This opinion is construed, shall be governed by and have effect only in accordance with Dutch law. Further, the courts of Amsterdam, the Netherlands, shall have exclusive authority to rule upon any dispute relating to this opinion as far as this dispute may involve Heussen B.V.
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In this opinion legal concepts are described in English terms and not by their original terms as described in the relevant national language. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Dutch legal concepts described by the English terms.
This opinion may only be relied upon under the express condition and limitation that any liability of Heussen B.V. is limited to the amount which can be claimed and shall be paid under its professional liability insurance taken out by Heussen B.V. increased with any applicable deductible to be borne by Heussen B.V. itself. The liability of any individual or legal entity in any way affiliated or connected with Heussen B.V. is excluded.
This letter of opinion is rendered solely to the Addressees for the purpose of the transactions referred to herein. It may not be used, circulated, quoted, referred to or relied upon by any other person or for any other purpose, without our prior written consent in each instance.
We consent to the filing of this letter of opinion as an exhibit to the Form 6-K filed by the Guarantor with the U.S. Securities and Exchange Commission and incorporated by reference into the Prospectus Supplement and to the use of our name under the heading “Legal Matters” in the Prospectus Supplement. The previous sentence is no admittance that we are in the category of persons whose consent for the filing and reference in that paragraph is required under Section 7 of the U.S. Securities Act of 1933, as amended, or any rules or regulations of the U.S. Securities and Exchange Commission promulgated under it.
Sincerely yours,
Heussen B.V.
| /s/ Martijn B. Koot | /s/ Stan Ph. Robbers | |
| Martijn B. Koot | Stan Ph. Robbers | |
| (advocaat) | (advocaat) |
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SCHEDULE 1
ADDRESSEES
1. Petrobras Global Finance B.V.
Weena 798C, 23rd floor
3014 DA Rotterdam
the Netherlands
2. Petróleo Brasileiro S.A. – Petrobras
Av. Henrique Valadares, 28, Tower A, 1st floor
20231-030 Rio de Janeiro – RJ
Brazil