AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT Initially Dated as of October 6, 2006 As Amended and Restated as of [ ], 2007 Between PETRÓLEO BRASILEIRO S.A.—PETROBRAS, as Standby Purchaser, and THE BANK OF NEW YORK, as Trustee for the Noteholders...Standby Purchase Agreement • December 18th, 2006 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT (this “Agreement”), initially dated as of October 6, 2006, as amended and restated as of [ ], 2007, between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Standby Purchaser”), a sociedade de 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”).
AMENDED AND RESTATED FIFTH SUPPLEMENTAL INDENTURESupplemental 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”).
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:
