AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
Exhibit (a) (3)
AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
AMENDMENT NO. 2, dated as of September [ ], 2010 (the “Amendment”), to the Deposit
Agreement dated as of January 2, 2007, as amended as of June [ ], 2007 (as amended, the
“Deposit Agreement”), among Petróleo Brasileiro S.A.- Petrobras, incorporated under the
laws of Federative Republic of Brazil (the “Company”), JPMorgan Chase Bank, N.A., as
depositary (the “Depositary”), and all holders from time to time of American depositary
receipts (“ADRs”) issued thereunder.
WITNESSETH:
WHEREAS, the Company and the Depositary executed the Deposit Agreement for the purposes set
forth therein; and
WHEREAS, pursuant to paragraph (16) of the form of ADR contained in the Deposit Agreement, the
Company and the Depositary desire to amend the terms of the Deposit Agreement and ADRs.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Unless otherwise defined in this Amendment, all capitalized
terms used, but not otherwise defined, herein shall have the meaning given to such terms in the
Deposit Agreement.
ARTICLE II
AMENDMENTS TO DEPOSIT AGREEMENT
SECTION 2.01. All references in the Deposit Agreement to the term “Deposit Agreement” shall,
as of the Effective Date (as herein defined), refer to the Deposit Agreement, dated as of January
2, 2007 as amended as of the date hereof.
SECTION 2.02. Section 3 of the Deposit Agreement is deleted in its entirety and replaced with
the following:
“3. Deposit of Shares. In connection with the deposit of Shares hereunder, the
Depositary or the Custodian may require the following in form satisfactory to it: (a) a written
order directing the Depositary to issue to, or upon the written order of, the person or persons
designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs
representing such deposited Shares (a “Delivery Order”); (b) proper endorsements or duly executed
instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the
Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity
therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as
practicable after the Custodian receives Deposited Securities pursuant to any such deposit or
pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited
Securities for registration of transfer into the name of the Custodian or its nominee, to the
extent such
registration is practicable, at the cost and expense of the person making such deposit
(or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such
registration. Deposited Securities shall be held by the Custodian for the account and to the order
of the Depositary at such place or places and in such manner as the Depositary shall determine.
Deposited Securities may be delivered by the Custodian to any person only under the circumstances
expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing
the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder
by such delivery thereof as the Depositary or the Custodian may reasonably accept, including,
without limitation, by causing them to be credited to an account maintained by the Custodian for
such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar
for the Shares, together with delivery of the documents, payments and Delivery Order referred to
herein to the Custodian or the Depositary.
The Depositary, the Custodian and the Company shall comply with Brazil’s Monetary Council
Resolution No. 1,927, dated as of May 18, 1992, in its third article, paragraph three, of the
Regulation Annex V, and agree to furnish to the Securities Commission and the Central Bank, at any
time and observing the established deadline, information or documents related to the ADRs and this
Deposit Agreement, the Deposited Securities and distributions thereon. The Depositary and the
Custodian are hereby authorized to release such information or documents and any other information
as required by local regulation, law or regulatory body request. In the event that the Depositary
or the Custodian shall be advised in writing by reputable independent Brazilian counsel that the
Depositary or the Custodian reasonably could be subject to criminal, or material, as reasonably
determined by the Depositary, civil liabilities as a result of the Company having failed to provide
such information or documents reasonably available only through the Company, the Depositary shall
have the right to terminate this Deposit Agreement, upon at least 30 days’ prior written notice to
the Holders and the Company. The effect of any such termination of this Deposit Agreement shall be
as provided in paragraph (17) of the form of ADR.”.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Representations and Warranties. The Company represents and warrants to,
and agrees with, the Depositary and the Holders, that:
(a) This Amendment, when executed and delivered by the Company, will be duly and validly
authorized, executed and delivered by the Company, and it and the Deposit Agreement as amended
hereby constitute the legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent
transfer, moratorium and similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles; and
(b) In order to ensure the legality, validity, enforceability or admissibility into evidence
of this Amendment or the Deposit Agreement as amended hereby, neither of such agreements need to be
filed or recorded with any court or other authority in the Federative Republic of Brazil, nor does
any stamp or similar tax or governmental charge need to be paid in the Federative Republic of
Brazil on or in respect of such agreements.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Effective Date. This Amendment is dated as of the date set forth above
and shall be effective of the time and date upon which the registration statement on Form F-6 or a
post-effective amendment thereto, as applicable, to which this Amendment is filed as an exhibit,
has been declared effective by the U.S. Securities and Exchange Commission (the
“Effective Date”).
SECTION 4.02. Outstanding ADRs. ADRs issued prior or subsequent to the date hereof,
which do not reflect the changes to the form of ADR effected hereby, do not need to be called in
for exchange and may remain outstanding until such time as the Holders thereof choose to surrender
them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take
any and all actions deemed necessary to effect the foregoing.
SECTION 4.03. Indemnification. The parties hereto shall be entitled to the benefits of
the indemnification provisions of Section 16 of the Deposit Agreement in connection with any and
all liability it or they may incur as a result of the terms of this Amendment and the transactions
contemplated herein.
SECTION 4.04. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken together shall
constitute one instrument.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Company and the Depositary have caused
this Amendment to be executed by representatives thereunto duly authorized as of the date set forth
above.
| PETRÓLEO BRASILEIRO S.A.- PETROBRAS |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| JPMORGAN CHASE BANK, N.A. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
