STANDBY PURCHASE AGREEMENT Dated as of September 15, 2004 Between PETRÓLEO BRASILEIRO S.A.—PETROBRAS, as Standby Purchaser, and JPMORGAN CHASE BANK, as Trustee for the Noteholders Referred to HereinStandby Purchase Agreement • September 21st, 2004 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of September 15, 2004, 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 JPMORGAN CHASE BANK, as trustee for the holders of the Notes (as defined below) issued pursuant to the Indenture (as defined below) (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • September 21st, 2004 • 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”).
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, 2004Underwriting 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
