Petrobras International Finance Co Sample Contracts

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Administrative Services Agreement • July 1st, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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PURCHASE AGREEMENT
Purchase Agreement • July 1st, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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INDENTURE between
Indenture • December 13th, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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by and among
Receivables Purchase Agreement • June 19th, 2003 • Petrobras International Finance Co • Crude petroleum & natural gas
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Indenture • July 19th, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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Indenture • July 19th, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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Registration Rights Agreement • July 1st, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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INDENTURE between
Indenture • July 1st, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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WITNESSETH
Registration Rights Agreement • December 13th, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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Exhibit 4.15 FORM OF STANDBY PURCHASE AGREEMENT Dated as of [_____]
Standby Purchase Agreement • December 18th, 2006 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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Depositary Agreement • July 1st, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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UNDERWRITING AGREEMENT Among PETROBRAS INTERNATIONAL FINANCE COMPANY, PETRÓLEO BRASILEIRO S.A. --PETROBRAS and CITIGROUP GLOBAL MARKETS INC., BANCO ITAÚ EUROPA, S.A. and UBS SECURITIES LLC Relating to PIFCO’s October 29, 2007
Underwriting Agreement • November 14th, 2007 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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STANDBY PURCHASE AGREEMENT Dated as of November 1, 2007 Between PETRÓLEO BRASILEIRO S.A.–PETROBRAS, as Standby Purchaser, and THE BANK OF NEW YORK, as Trustee for the Noteholders Referred to Herein
Standby Purchase Agreement • May 19th, 2008 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of November 1, 2007, between PETRÓLEO BRASILEIRO S.A.–PETROBRAS (the “Standby Purchaser”), a sociedade do economia mista organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee for the holders of the Notes (as defined below) issued pursuant to the Indenture (as defined below) (the “Trustee”).

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Prepayment Agreement • June 19th, 2003 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT Dated as of January 11, 2008 Between PETRÓLEO BRASILEIRO S.A.—PETROBRAS, as Standby Purchaser, and THE BANK OF NEW YORK, as Trustee for the Noteholders Referred to Herein
Standby Purchase Agreement • May 19th, 2008 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of January 11, 2008, between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Standby Purchaser”), a sociedade do economia mista organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee for the holders of the Notes (as defined below) issued pursuant to the Indenture (as defined below) (the “Trustee”).

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FOURTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 30th, 2005 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

FOURTH SUPPLEMENTAL INDENTURE (the “Fourth Supplemental Indenture”), effective as of September 15, 2004, by and among PETROBRAS INTERNATIONAL FINANCE COMPANY, an exempted company incorporated with limited liability under the laws of the Cayman Islands, having its principal office at Anderson Square Building, P.O. Box 714, George Town, Grand Cayman, Cayman Islands (the “Company”), JPMORGAN CHASE BANK, a New York banking corporation, as Trustee hereunder (the “Trustee”), and PETRÓLEO BRASILEIRO S.A. – PETROBRAS, a mixed capital company (sociedade de economia mista) organized under the laws of Brazil, having its principal office at Avenida República do Chile, 65, 20035-900 Rio de Janeiro – RJ, Brazil (“Petrobras”).

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AMENDED AND RESTATED FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 18th, 2006 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

AMENDED AND RESTATED FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”), initially dated as of October 6, 2006, as amended and restated as of [ ], 2007, by and among PETROBRAS INTERNATIONAL FINANCE COMPANY, an exempted company incorporated with limited liability under the laws of the Cayman Islands, having its principal office at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, Cayman Islands (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, as successor to JPMorgan Chase Bank, N.A., as Trustee hereunder (the “Trustee”), and PETRóLEO BRASILEIRO S.A. — PETROBRAS, a mixed capital company (sociedade de economia mista) organized under the laws of Brazil, having its principal office at Avenida República do Chile, 65, 20035-900 Rio de Janeiro — RJ, Brazil (“Petrobras”).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 19th, 2008 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), effective as of November 1, 2007, by and among PETROBRAS INTERNATIONAL FINANCE COMPANY, an exempted company incorporated with limited liability under the laws of the Cayman Islands, having its principal office at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, Cayman Islands (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, as Trustee hereunder (the “Trustee”), and PETRÓLEO BRASILEIRO S.A. – PETROBRAS, a mixed capital company (sociedade de economia mista) organized under the laws of Brazil, having its principal office at Avenida República do Chile, 65, 20035-900 Rio de Janeiro – RJ, Brazil (“Petrobras”).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • June 30th, 2004 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

THIRD SUPPLEMENTAL INDENTURE (the “Third Supplemental Indenture”), effective as of December 10, 2003, by and among Petrobras International Finance Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands, having its principal office at Anderson Square Building, P.O. Box 714, George Town, Grand Cayman, Cayman Islands (the “Company”), JPMorgan Chase Bank, a New York banking corporation, as Trustee hereunder (the “Trustee”), and Petroleo Brasileiro S.A. - PETROBRAS, a mixed capital company (sociedade de economia mista) organized under the laws of Brazil, having its principal office at Avenida Republica do Chile, 65, 20035-900 Rio de Janeiro - RJ, Brazil (“Petrobras”).

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AMENDED AND RESTATED FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 19th, 2008 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

AMENDED AND RESTATED FIRST SUPPLEMENTAL INDENTURE (the “Amended and Restated First Supplemental Indenture”), effective as of January 11, 2008, by and among PETROBRAS INTERNATIONAL FINANCE COMPANY, an exempted company incorporated with limited liability under the laws of the Cayman Islands, having its principal office at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, Cayman Islands (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, as Trustee hereunder (the “Trustee”), and PETRÓLEO BRASILEIRO S.A. — PETROBRAS, a mixed capital company (sociedade de economia mista) organized under the laws of Brazil, having its principal office at Avenida República do Chile, 65, 20035-900 Rio de Janeiro — RJ, Brazil (“Petrobras”).

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AMENDED AND RESTATED SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • June 30th, 2004 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

AMENDED AND RESTATED SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), initially dated as of July 2, 2003, as amended and restated as of September 18, 2003, by and among Petrobras International Finance Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands, having its principal office at Anderson Square Building, P.O. Box 714, George Town, Grand Cayman, Cayman Islands (the “Company”), JPMorgan Chase Bank, a New York banking corporation, as Trustee hereunder (the “Trustee”), and Petroleo Brasileiro S.A. - PETROBRAS, a mixed capital company (sociedade de economia mista) organized under the laws of Brazil, having its principal office at Avenida Republica do Chile, 65, 20035-900 Rio de Janeiro - RJ, Brazil (“Petrobras”).

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UNDERWRITING AGREEMENT Among PETROBRAS INTERNATIONAL FINANCE COMPANY, PETRÓLEO BRASILEIRO S.A. —PETROBRAS and MORGAN STANLEY & CO. INCORPORATED and BEAR, STEARNS & CO., INC. Relating to PIFCo’s September 8, 2004
Underwriting Agreement • September 21st, 2004 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

Petrobras International Finance Company, a company organized under the laws of the Cayman Islands (“PIFCo”) and a wholly-owned subsidiary of Petróleo Brasileiro S.A. - Petrobras, a sociedade de economia mista (“Petrobras” and, collectively with PIFCo, the “Companies”) organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), proposes to issue and sell to Morgan Stanley & Co. Incorporated and Bear, Stearns & Co., Inc. (each an “Underwriter” and collectively, the “Underwriters”) U.S.$600,000,000 principal amount of its 7.75% Global Notes Due 2014 (the “Notes”). The Notes are to be issued under the indenture (the “Original Indenture”) dated July 19, 2002 between PIFCo and JPMorgan Chase Bank, as trustee (the “Trustee”), as supplemented by the Fourth Indenture Supplement (the “Indenture Supplement”, and together with the Original Indenture, the “Indenture”) to be dated the Closing Date (as defined herein) between PIFCo and the Trustee. The Notes to be issued by

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EXECUTION COPY AMENDMENT TO THE MASTER EXPORT CONTRACT AMENDMENT (this "AMENDMENT"), dated as of May 21, 2003 among PETROLEO BRASILEIRO S.A. - PETROBRAS, a mixed capital company (sociedade anonima de economia mista) organized and existing under the...
Master Export Contract • June 19th, 2003 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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DEALER MANAGER AGREEMENT PETROBRAS INTERNATIONAL FINANCE COMPANY A Wholly Owned Subsidiary of Petróleo Brasileiro S.A.
Dealer Manager Agreement • December 18th, 2006 • Petrobras International Finance Co • Crude petroleum & natural gas • New York

I, [ ], [ ] of [Petrobras International Finance Company][Petróleo Brasileiro S.A.] (the “Company”), pursuant to Section 12 of the Dealer Manager Agreement dated [•], 2006 (the “Dealer Manager Agreement”), among the Company [Petrobras International Finance Company][Petróleo Brasileiro S.A.], UBS Securities LLC and Morgan Stanley & Co. Incorporated, relating to the Exchange Offer and pursuant to the Exchange Prospectus, hereby certify, on behalf of the Company and not in a personal capacity, that, to the best of my knowledge, after reasonable investigation:

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Letter Agreement Re: Depositary Agreement
Depositary Agreement • June 19th, 2003 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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Exhibit 2.21 ------------ STANDBY PURCHASE AGREEMENT Initially Dated as of February 4, 2002
Standby Purchase Agreement • December 13th, 2002 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
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