UNDERWRITING AGREEMENT Among PETROBRAS INTERNATIONAL FINANCE COMPANY, PETRÓLEO BRASILEIRO S.A. --PETROBRAS and MORGAN STANLEY & CO. INCORPORATED and UBS SECURITIES LLC Relating to PIFCo’s September 29, 2006Underwriting Agreement • October 10th, 2006 • Brazilian Petroleum Corp • Crude petroleum & natural gas • New York
STANDBY PURCHASE AGREEMENT Dated as of October 6, 2006 Between PETRÓLEO BRASILEIRO S.A.—PETROBRAS, as Standby Purchaser, and THE BANK OF NEW YORK, as Trustee for the Noteholders Referred to HereinStandby Purchase Agreement • October 10th, 2006 • Brazilian Petroleum Corp • Crude petroleum & natural gas • New York
STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of October 6, 2006, 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 successor to JPMORGAN CHASE BANK, N.A., as trustee for the holders of the Notes (as defined below) issued pursuant to the Indenture (as defined below) (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 10th, 2006 • Brazilian Petroleum Corp • Crude petroleum & natural gas • New York
FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”), effective as of October 6, 2006, 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”).
