Exhibit 4.1


 


AMENDED AND RESTATED GUARANTY


 


Dated as of October 21, 2020


 


between


 


PETRÓLEO BRASILEIRO S.A.—PETROBRAS,


 


as Guarantor,


 


and


 


THE BANK OF NEW YORK MELLON, as


 


Trustee for the Noteholders


 


Referred to Herein


 






    


     


    

 





Table of Contents


 


Page


 




	SECTION 1.	Definitions	4
	 	 
	SECTION 2.	Guaranty	7
	 	 
	SECTION 3.	Guaranty Absolute	8
	 	 
	SECTION 4.	Independent Obligation	10
	 	 
	SECTION 5.	Waivers and Acknowledgments	10
	 	 
	SECTION 6.	Claims Against the Issuer	11
	 	 
	SECTION 7.	Covenants	11
	 	 
	SECTION 8.	Amendments, Etc.	15
	 	 
	SECTION 9.	Indemnity	15
	 	 
	SECTION 10.	Notices, Etc.	15
	 	 
	SECTION 11.	Survival.	15
	 	 
	SECTION 12.	No Waiver; Remedies	15
	 	 
	SECTION 13.	Continuing Agreement; Assignment of Rights	16
	 	 
	SECTION 14.	Currency Rate Indemnity	16
	 	 
	SECTION 15.	Governing Law; Jurisdiction; Waiver of Immunity, Etc.	17
	 	 
	SECTION 16.	Execution in Counterparts	18
	 	 
	SECTION 17.	Entire Agreement	18
	 	 
	SECTION 18.	The Trustee	18



 






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AMENDED AND RESTATED GUARANTY


 


AMENDED AND RESTATED GUARANTY (this “Guaranty”),
dated as of October 21, 2020 between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Guarantor”), a sociedade
de economia mista organized and existing under the laws of the Federative Republic of Brazil (“Brazil”),
and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the Indenture (as defined below) (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, Petrobras Global Finance B.V., a
private company incorporated with limited liability under the laws of The Netherlands and a wholly-owned Subsidiary of the Guarantor
(the “Issuer”), has entered into an Indenture dated as of August 28, 2018 (the “Original Indenture”)
with the Trustee, as supplemented by the Amended and Restated Second Supplemental Indenture among the Issuer, the Guarantor and
the Trustee, dated as of October 21, 2020 (the “Amended and Restated Second Supplemental Indenture”). The Original
Indenture, as supplemented by the Amended and Restated Second Supplemental Indenture and as amended or supplemented from time to
time with respect to the Notes, is hereinafter referred to as the “Indenture”;


 


WHEREAS, the Issuer has duly authorized the
issuance of its notes in such principal amount or amounts as may from time to time be authorized in accordance with the Indenture
and is, on the date hereof, issuing U.S.$1,000,000,000 aggregate principal amount of its 5.600% Global Notes due 2031 under the
Indenture (the “Reopening Notes”);


 


WHEREAS, the Issuer, the Guarantor and the
Trustee intend the Reopening Notes to be consolidated, form a single series and be fully fungible with the Company’s existing
5.600% Global Notes due 2031 originally issued on June 3, 2020 under the Original Indenture as supplemented by the Second Supplemental
Indenture, dated as of June 3, 2020, by and among the Issuer, the Guarantor and the Trustee (the “Second Supplemental
Indenture”), in the aggregate principal amount of U.S.$1,500,000,000 (the “Original Notes” and, together
with the Reopening Notes, the “Notes”).


 


WHEREAS, the Guarantor is willing to enter
into this Guaranty in order to provide the holders of the Notes (the “Noteholders”) with an irrevocable and
unconditional guaranty that, if the Issuer shall fail to make any required payments of principal, interest or other amounts due
in respect of the Notes and the Indenture, the Guarantor will pay any such amounts whether at stated maturity, or earlier or later
by acceleration or otherwise;


 


WHEREAS, the Guarantor agrees that it will
derive substantial direct and indirect benefits from the issuance of the Notes by the Issuer;


 


WHEREAS, it is a condition precedent to the
issuance of the Reopening Notes that the Guarantor shall have executed this Guaranty;


 


WHEREAS, each of the parties hereto is entering
into this Guaranty for the benefit of the other party and for the equal and ratable benefit of the Noteholders;


 






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NOW, THEREFORE, the Guarantor and the Trustee
hereby agree as follows:


 


SECTION
1.       Definitions.
(a) All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture,
as supplemented and amended by the Amended and Restated Second Supplemental Indenture. All such definitions shall be read in a
manner consistent with the terms of this Guaranty.


 


(b) As used herein, the following capitalized terms shall have
the following meanings:


 


“Authorized Representative”
of the Guarantor or any other Person means the person or persons authorized to act on behalf of such entity by its chief executive
officer, president, chief operating officer, chief financial officer or any vice president or its Board of Directors or any other
governing body of such entity.


 


“Board of Directors”
when used with respect to a corporation, means either the board of directors of such corporation or any committee of that board
duly authorized to act for it, and when used with respect to a limited liability company, partnership or other entity other than
a corporation, any Person or body authorized by the organizational documents or by the voting equity owners of such entity to act
for them.


 


“Denomination Currency”
has the meaning specified in Section 14(b).


 


“Guaranteed Obligations”
has the meaning specified in Section 2.


 


“Judgment Currency” has
the meaning specified in Section 14(b).


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, operations, assets, property, condition (financial or otherwise) or, results
of operation, of the Guarantor together with its consolidated Subsidiaries, taken as a whole, (b) the validity or enforceability
of this Guaranty or any other Transaction Document or (c) the ability of the Guarantor to perform its obligations under this Guaranty
or any other Transaction Document, or the material rights or benefits available to the Noteholders or the Trustee, as representative
of the Noteholders under the Indenture, this Guaranty or any of the other Transaction Documents.


 


“Material Subsidiary”
means, as to any Person, any Subsidiary of such Person which, on any given date of determination, accounts for more than 15% of
such Person’s total consolidated assets, as such total assets are set forth on the most recent consolidated financial statements
of such Person prepared in accordance with IFRS.


 


“Officer’s Certificate”
means a certificate of an Authorized Representative of the Guarantor.


 


“Opinion of Counsel”
means a written opinion of counsel from any Person either expressly referred to herein or otherwise reasonably satisfactory to
the Trustee which may include, without limitation, counsel for the Guarantor, whether or not such counsel is an employee of the
Guarantor.


 






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“Permitted Lien” means
a:


 


(i) Lien granted in respect of
Indebtedness owed to the Brazilian government, Banco Nacional de Desenvolvimento Econômico e Social or any official
government agency or department of the government of Brazil or of any state or region thereof;


 


(ii) Lien arising by operation
of law, such as merchants’, maritime or other similar Liens arising in the Guarantor’s ordinary course of business
or that of any Subsidiary or Lien in respect of taxes, assessments or other governmental charges that are not yet delinquent or
that are being contested in good faith by appropriate proceedings;


 


(iii) Lien arising from the Guarantor’s
obligations under performance bonds or surety bonds and appeal bonds or similar obligations incurred in the ordinary course of
business and consistent with the Guarantor’s past practice;


 


(iv) Lien arising in the ordinary
course of business in connection with Indebtedness maturing not more than one year after the date on which that Indebtedness was
originally incurred and which is related to the financing of export, import or other trade transactions;


 


(v) Lien granted upon or with
respect to any assets hereafter acquired by the Guarantor or any Subsidiary to secure the acquisition costs of those assets or
to secure Indebtedness incurred solely for the purpose of financing the acquisition of those assets, including any Lien existing
at the time of the acquisition of those assets, so long as the maximum amount so secured will not exceed the aggregate acquisition
costs of all such assets or the aggregate Indebtedness incurred solely for the acquisition of those assets, as the case may be;


 


(vi) Lien granted in connection
with the Indebtedness of a Wholly-Owned Subsidiary owing to the Guarantor or another Wholly-Owned Subsidiary;


 


(vii) Lien existing on any asset
or on any stock of any Subsidiary prior to the acquisition thereof by the Guarantor or any Subsidiary so long as that Lien is not
created in anticipation of that acquisition;


 


(viii) Lien over any Qualifying
Asset relating to a project financed by, and securing Indebtedness incurred in connection with, the Project Financing of that project
by the Guarantor, any of the Guarantor’s Subsidiaries or any consortium or other venture in which the Guarantor or any Subsidiary
has any ownership or other similar interest;


 


(ix) Lien existing as of the date
of the Second Supplemental Indenture;


 


(x) Lien resulting from the Transaction
Documents;


 


(xi) Lien incurred in connection
with the issuance of debt or similar securities of a type comparable to those already issued by the Guarantor, on amounts of cash
or cash equivalents on deposit in any reserve or similar account to pay interest on such securities for a period of up to 24 months
as required by any Rating Agency as a condition to such Rating Agency rating such securities investment grade, or as is otherwise
consistent with market conditions at such time;


 






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(xii) Lien granted or incurred
to secure any extension, renewal, refinancing, refunding or exchange (or successive extensions, renewals, refinancings, refundings
or exchanges), in whole or in part, of or for any Indebtedness secured by a Lien referred to in paragraphs (i) through (xi) above
(but not paragraph (iv)), provided that such Lien does not extend to any other property, the principal amount of the Indebtedness
secured by the Lien is not increased, and in the case of paragraphs (i), (ii), (iii) and (vii), the obligees meet the requirements
of that paragraph, and in the case of paragraph (viii), the Indebtedness is incurred in connection with a Project Financing by
the Guarantor, any of the Guarantor’s Subsidiaries or any consortium or other venture in which the Guarantor or any Subsidiary
have any ownership or other similar interest; and


 


(xiii) Lien in respect of Indebtedness
the principal amount of which in the aggregate, together with all Liens not otherwise qualifying as the Guarantor’s Permitted
Liens pursuant to clauses (i) through (xii) of this definition of Permitted Liens, does not exceed 20% of the Guarantor’s
consolidated total assets (as determined in accordance with IFRS) at any date as at which the Guarantor’s balance sheet is
prepared and published in accordance with applicable Law.


 


“Process Agent” has the
meaning specified in Section 15(c).


 


“Project Financing” of
any project means the incurrence of Indebtedness relating to the exploration, development, expansion, renovation, upgrade or other
modification or construction of such project pursuant to which the providers of such Indebtedness or any trustee or other intermediary
on their behalf or beneficiaries designated by any such provider, trustee or other intermediary are granted security over one or
more Qualifying Assets relating to such project for repayment of principal, premium and interest or any other amount in respect
of such Indebtedness.


 


“Qualifying Asset” in
relation to any Project Financing means:


 


(i) any concession, authorization
or other legal right granted by any Governmental Authority to the Guarantor or any of the Guarantor’s Subsidiaries, or any
consortium or other venture in which the Guarantor or any Subsidiary has any ownership or other similar interest;


 


(ii) any drilling or other rig,
any drilling or production platform, pipeline, marine vessel, vehicle or other equipment or any refinery, oil or gas field, processing
plant, real property (whether leased or owned), right of way or plant or other fixtures or equipment;


 


(iii) any revenues or claims which
arise from the operation, failure to meet specifications, failure to complete, exploitation, sale, loss or damage to, such concession,
authorization or other legal right or such drilling or other rig, drilling or production platform, pipeline, marine vessel, vehicle
or other equipment or refinery, oil or gas field, processing plant, real property, right of way, plant or other fixtures or equipment
or any contract or agreement relating to any of the foregoing or the Project Financing of any of the foregoing (including insurance
policies, credit support arrangements and other similar contracts) or any rights under any performance bond, letter of credit or
similar instrument issued in connection therewith;


 






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(iv) any oil, gas, petrochemical
or other hydrocarbon-based products produced or processed by such project, including any receivables or contract rights arising
therefrom or relating thereto and any such product (and such receivables or contract rights) produced or processed by other projects,
fields or assets to which the lenders providing the Project Financing required, as a condition therefor, recourse as security in
addition to that produced or processed by such project; and


 


(v) shares or other ownership
interest in, and any subordinated debt rights owing to the Guarantor by, a special purpose company formed solely for the development
of a project, and whose principal assets and business are constituted by such project and whose liabilities solely relate to such
project.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Successor Company” has
the meaning specified in Section 7(e)(A).


 


“Termination Date” has
the meaning specified in Section 6.


 


“Transaction Documents”
means, collectively, the Indenture, the Notes and this Guaranty.


 


(c) Construction. The parties agree that items (1) through (5)
of Section 1.01 of the Original Indenture shall apply to this Guaranty, except as otherwise expressly provided or unless the context
otherwise requires.


 


SECTION
2.      Guaranty. (a)
The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual payment when due, as a guaranty of payment
and not of collection, whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of all obligations of
the Issuer now or hereafter existing under the Indenture and the Notes, whether for principal, interest, make-whole premium, Additional
Amounts, fees, indemnities, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and
the Guarantor agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the
Trustee or any Noteholder in enforcing any rights under this Guaranty with respect to such Guaranteed Obligations. Without limiting
the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact
that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding
involving the Issuer.


 


(b) In the event that the Issuer does not
make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment from
the Trustee, the Guarantor will make immediate payment to the Trustee of any such amount or portion of the Guaranteed Obligations
owing or payable under the Indenture and the Notes. Such notice shall specify the amount or amounts under the Indenture and the
Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes.


 






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(c) The obligation of the Guarantor under
this Guaranty shall be absolute and unconditional upon receipt by it of the notice contemplated herein absent manifest error. The
Guarantor shall not be relieved of its obligations hereunder unless and until the Trustee shall have indefeasibly received all
amounts required to be paid by the Guarantor hereunder (and any Event of Default under the Indenture has been cured, it being understood
that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire
principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture. All amounts payable
by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee.


 


All payments actually received by the Trustee
pursuant to this Section 2 after 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty,
to have been received by the Trustee on the next succeeding Business Day.


 


SECTION
3.      Guaranty Absolute.
(a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the
Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations
or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect
of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted
against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the
Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire
in any way relating to, any or all of the following:


 


(i) any lack of validity or enforceability
of any of the Transaction Documents;


 


(ii) any provision of applicable
Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes;


 


(iii) any provision of applicable
Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty;


 


(iv) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other
person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure
from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture
and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture
or otherwise;


 






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(v) any taking, release or amendment
or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any
of the obligations of the Issuer under the Indenture or the Notes;


 


(vi) any manner of sale or other
disposition of any assets of any Noteholder;


 


(vii) any change, restructuring
or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in
the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor;


 


(viii) any failure of the Trustee
to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance,
properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee
or any Noteholders to disclose such information);


 


(ix) the failure of any other
person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor
or surety with respect to the Indenture;


 


(x) any other circumstance (including,
without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder
that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or


 


(xi) any claim of set-off or other
right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or
with any unrelated transaction.


 


(b) This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise
be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or
the Guarantor or otherwise, all as though such payment had not been made.


 






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SECTION
4.      Independent Obligation.
The obligations of the Guarantor hereunder are independent of the Issuer’s obligations under the Notes and the Indenture.
The Trustee, on behalf of the Noteholders, may neglect or forbear to enforce payment under the Indenture and the Notes, without
in any way affecting or impairing the liability of the Guarantor hereunder. The Trustee shall not be obligated to exhaust recourse
or remedies against the Issuer to recover payments required to be made under the Indenture nor take any other action against the
Issuer before being entitled to payment from the Guarantor of all amounts contemplated in Section 2 hereof owed hereunder or proceed
against or have resort to any balance of any deposit account or credit on the books of the Trustee in favor of the Issuer or in
favor of the Guarantor. Without limiting the generality of the foregoing, the Trustee shall have the right to bring a suit directly
against the Guarantor, either prior or subsequent to or concurrently with any lawsuit against, or without bringing suit against,
the Issuer.


 


SECTION
5.      Waivers and Acknowledgments.
(a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand
for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any
of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure,
perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other
Person.


 


(b) The Guarantor hereby unconditionally
and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies
to the Guaranteed Obligations, whether the same are existing now or in the future.


 


(c) The Guarantor hereby unconditionally
and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder
or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed
against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or
in respect of the Guaranteed Obligations of the Guarantor hereunder.


 


(d) The Guarantor hereby unconditionally
and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now
or hereafter known by the Trustee or any Noteholder, as applicable.


 


(e) The Guarantor acknowledges that it will
receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and
that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits.


 


(f) The recitals contained in this Guaranty
shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering
materials, the Indenture or of the Notes.


 






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(g) The Guarantor unconditionally and irrevocably
waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838
and 839 of the Brazilian Civil Code, and under Article 794, caput, of the Brazilian Civil Procedure Code.


 


SECTION
6.      Claims Against
the Issuer. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Issuer or any other guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s
obligations under or in respect of this Guaranty or any other Transaction Document, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification, or to participate in any claim or remedy of the Trustee,
on behalf of the Noteholders, against the Issuer or any other person, whether or not such claim, remedy or right arises in equity
or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer or any other
person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account
of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty
shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence
at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under
this Guaranty and (b) the date on which all of the obligations of the Issuer under the Indenture and the Notes have been discharged
in full (the later of such dates being the “Termination Date”), such amount shall be paid over to and received and
held by the Trustee in trust for the benefit of the Noteholders, shall be segregated from other property and funds of the Guarantor
and shall forthwith be paid or delivered to the Trustee in the same form as so received (with any necessary endorsement or assignment)
to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of the Indenture. If (i) the Guarantor shall make payment to any Noteholder or the Trustee,
on behalf of the Noteholders, of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all
other amounts payable under this Guaranty shall have been paid in full in cash and (iii) the Termination Date shall have occurred,
then the Trustee, on behalf of the Noteholders, will, at the Guarantor’s written request and expense, execute and deliver
to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer
by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by the Guarantor
pursuant to this Guaranty.


 


SECTION
7.      Covenants. For
so long as the Notes remain outstanding or any amount remains unpaid on the Notes and the Indenture, the Guarantor will, and will
cause each of its Subsidiaries, as applicable, to comply with the terms and covenants set forth below (except as otherwise provided
in a duly authorized amendment to this Guaranty as provided herein):


 


(a) Performance of Obligations. The Guarantor
shall pay all amounts owed by it and comply with all its other obligations under the terms of this Guaranty and the Indenture in
accordance with the terms thereof.


 






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(b) Maintenance of Corporate Existence.
The Guarantor will (i) maintain in effect its corporate existence and all registrations necessary therefor except as otherwise
permitted by Section 7(e) and (ii) take all actions to maintain all rights, privileges, titles to property, franchises, concessions
and the like necessary or desirable in the normal conduct of its business, activities or operations; provided, however, that this
Section 7(b) shall not require the Guarantor to maintain any such right, privilege, title to property or franchise if the failure
to do so does not, and will not, have a Material Adverse Effect.


 


(c) Maintenance of Office or Agency. So
long as any of the Notes are outstanding, the Guarantor will maintain in the United States, an office or agency where notices to
and demands upon the Guarantor in respect of this Guaranty may be served, and the Guarantor will not change the designation of
such office without prior written notice to the Trustee and designation of a replacement office or agency in the United States.


 


(d) Ranking. The Guarantor will ensure at
all times that its obligations under this Guaranty will constitute the general, senior, unsecured and unsubordinated obligations
of the Guarantor and will rank pari passu, without any preferences among themselves, with all other present and future senior
unsecured and unsubordinated obligations of the Guarantor (other than obligations preferred by statute or by operation of law)
that are not, by their terms, expressly subordinated in right of payment to the obligations of the Guarantor under this Guaranty.


 


(e) Limitation on Consolidation, Merger,
Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into
any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or
entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect
Subsidiary of the Guarantor) to merge with or into it, unless:


 


(A) either the Guarantor is the
continuing entity or the person (the “Successor Company”) formed by such consolidation or into which the Guarantor
is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally with the Guarantor
unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation), by an amendment to
this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s obligations
under this Guaranty;


 


(B) the Successor Company (jointly
and severally with the Guarantor unless the Guarantor shall have ceased to exist as part of such merger, consolidation or amalgamation)
agrees to indemnify each Noteholder against any tax, assessment or governmental charge thereafter imposed on such Noteholder solely
as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest
on, the Notes pursuant to this Guaranty;


 


(C) immediately after giving effect
to such transaction, no Event of Default, and no Default has occurred and is continuing; and


 


(D) the Guarantor has delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger consolidation, sale, transfer
or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this Guaranty and that all conditions
precedent provided for herein and relating to such transaction have been complied with.


 






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(ii) Notwithstanding anything
to the contrary in the foregoing, so long as no Default or Event of Default shall have occurred and be continuing at the time of
such proposed transaction or would result therefrom and the Guarantor has delivered written notice of any such transaction to the
Trustee (which notice shall contain a description of such merger, consolidation or conveyance):


 


(A) the Guarantor may merge, amalgamate
or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or substantially all of its properties,
assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor is the surviving entity in such
transaction and such transaction would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole,
it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be required to comply with the requirements
set forth in the previous paragraph; or


 


(B) any direct or indirect Subsidiary
of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to,
any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction would not have a
Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or


 


(C) any direct or indirect Subsidiary
of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of assets to,
any direct or indirect Subsidiary of the Guarantor; or


 


(D) any direct or indirect Subsidiary
of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in
the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and its Subsidiaries taken
as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.


 


(f) Negative Pledge. So long as any Note
remains outstanding, the Guarantor will not create or permit any Lien, other than a Permitted Lien, on any of its assets to secure
(i) any of the Guarantor’s Indebtedness or (ii) the Indebtedness of any other person, unless the Guarantor contemporaneously
creates or permits the lien to secure equally and ratably its obligations under the guaranties or the Guarantor provides other
security for its obligations under this Guaranty and the Indenture as is duly approved by a resolution of the Noteholders in accordance
with the Indenture. In addition, the Guarantor will not allow any of its Material Subsidiaries, if any, to create or permit any
lien, other than a Permitted Lien, on any of the Guarantor’s assets to secure (i) any of the Guarantor’s Indebtedness;
(ii) any of the Material Subsidiary’s Indebtedness or (iii) the Indebtedness of any other Person, unless the Guarantor contemporaneously
creates or permits the Lien to secure equally and ratably the Guarantor’s obligations under this Guaranty and the Indenture
or the Guarantor provides such other security for its obligations under this Guaranty and the Indenture as is duly approved by
the Trustee, at the discretion of the Noteholders in accordance with the Indenture.


 






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(g) Provision of Financial Statements and
Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A)
within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance
sheet and statement of income calculated in accordance with IFRS and (B) within 120 calendar days after the end of each fiscal
year, its audited and consolidated balance sheet and statement of income calculated in accordance with IFRS. For purposes of this
Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee,
the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation
to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification
at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when
the Guarantor’s financial statements or reports are publicly available and accessible electronically.


 


(ii) The Guarantor will provide,
together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate
stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial
statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants
and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have
actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or
Event of Default.


 


(iii) The Guarantor shall, whether
or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders)
all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those
regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(g)(iii),
the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would
be applicable if the Guarantor were required and permitted to file these reports with the SEC.


 


(iv) Delivery of the above reports
to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Guarantor’s
compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s
Certificate).


 


SECTION
8.       Amendments,
Etc. No amendment or waiver of any provision of this Guaranty and no consent to any departure by the Guarantor therefrom shall
in any event be effective unless the same shall be in writing and signed by the Trustee and the Guarantor, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given. For the avoidance of
doubt, Article IX of the Indenture shall apply to an amendment to this Guaranty to determine whether the consent of Holders is
required for an amendment and if so, the required percentage of Holders of the Notes required to approve the amendment.


 






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SECTION
9.      Indemnity. The
Guarantor agrees to fully indemnify the Trustee and any predecessor Trustee and their agents for, and to hold it harmless against,
any and all loss, liability, damages, claims or expense arising out of or in connection with the performance of its duties under
this Guaranty, including the costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder except to the extent that any such loss, liability or expense may be attributable
to its negligence or bad faith.


 


SECTION
10.    Notices, Etc. (a) All notices and other
communications provided for hereunder shall be in writing (including telegraphic or telecopy) and mailed, telecopied or delivered
by hand, if to the Guarantor, addressed to it at Avenida República do Chile 65, 10th Floor, 20031-912, Rio de
Janeiro – RJ, Brazil, Telephone: +55 (21) 3224-1401, Telecopier: +55 (21) 3224 1401, Attention: Finance Department, if to
the Trustee, to The Bank of New York Mellon, at 240 Greenwich Street, Floor 7 East, New York, New York, 10286, USA, Telephone:
+1 (212) 815 4259, Telecopier: +1 (212) 815 5603, Attention: Corporate Trust Department or, as to any party, at such other address
as shall be designated by such party in a written notice to each other party. All such notices and other communications shall,
when telecopied, be effective when transmitted. Delivery by telecopier of an executed counterpart of a signature page to any amendment
or waiver of any provision of this Guaranty shall be effective as delivery of an original executed counterpart thereof.


 


(b) All payments made by the Guarantor to
the Trustee hereunder shall be made to the Payment Account (as defined in the Indenture).


 


SECTION
11.    Survival. Without prejudice to the survival
of any of the other agreements of the Guarantor under this Guaranty or any of the other Transaction Documents, the agreements and
obligations of the Guarantor contained in Section 2 (with respect to the payment of all other amounts owed under the Indenture),
Section 9 and Section 14 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under
this Guaranty, the termination of this Guaranty and/or the resignation or removal of the Trustee.


 


SECTION
12.    No Waiver; Remedies. No failure on the
part of the Trustee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


 






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SECTION
13.    Continuing Agreement; Assignment of
Rights Under the Indenture and the Notes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect
until the later of (i) the repayment in full by the Issuer of all amounts due and owing under the Indenture with respect to the
Notes and (ii) the repayment in full of all Guaranteed Obligations and all other amounts payable under this Guaranty, (b) be binding
upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Trustee, on behalf of
Noteholders, and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding
sentence, any Noteholder may assign or otherwise transfer its rights and obligations under the Indenture (including, without limitation,
the Note held by it) to any other person or entity, and such other person or entity shall thereupon become vested with all the
benefits in respect thereof granted to such Noteholder herein or otherwise, in each case as and to the extent provided in the Indenture.
The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent
of all of the Noteholders.


 


SECTION
14.    Currency Rate Indemnity. (a) The Guarantor
shall (to the extent lawful) indemnify the Trustee and the Noteholders and keep them indemnified against:


 


(i) in the case of nonpayment
by the Guarantor of any amount due to the Trustee, on behalf of the Noteholders, under this Guaranty any loss or damage incurred
by any of them arising by reason of any variation between the rates of exchange used for the purposes of calculating the amount
due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Guarantor; and


 


(ii) any deficiency arising or
resulting from any variation in rates of exchange between (a) the date as of which the local currency equivalent of the amounts
due or contingently due under this Guaranty or in respect of the Notes is calculated for the purposes of any bankruptcy, insolvency
or liquidation of the Guarantor, and (b) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or
liquidation. The amount of such deficiency shall be deemed not to be increased or reduced by any variation in rates of exchange
occurring between the said final date and the date of any bankruptcy, insolvency or liquidation or any distribution of assets in
connection therewith.


 


(a) The Guarantor agrees that, if a judgment
or order given or made by any court for the payment of any amount in respect of its obligations hereunder is expressed in a currency
(the “Judgment Currency”) other than U.S. dollars (the “Denomination Currency”), it will indemnify the
relevant Holder and the Trustee against any deficiency arising or resulting from any variation in rates of exchange between the
date at which the amount in the Denomination Currency is notionally converted into the amount in the Judgment Currency for the
purposes of such judgment or order and the date of actual payment thereof.


 


(b) The above indemnities shall constitute
separate and independent obligations of the Guarantor from its obligations hereunder, will give rise to separate and independent
causes of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect
notwithstanding any judgment or the filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Guarantor
for a liquidated sum or sums in respect of amounts due under this Guaranty, or under the Indenture or the Notes or under any judgment
or order.


 






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SECTION
15.    Governing Law; Jurisdiction; Waiver
of Immunity, Etc.


 


(a) This Guaranty shall be governed by,
and construed in accordance with, the laws of the State of New York.


 


(b) The Guarantor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any state or Federal court in the Borough
of Manhattan, The City of New York, State of New York, in any action or proceeding arising out of or relating to this Guaranty
or any of the other Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment,
and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may
be heard and determined in any such state court or, to the extent permitted by law, in such federal court. The Guarantor agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Transaction Document shall affect any
right that any party may otherwise have to bring any action or proceeding against the Issuer or the Guarantor, as the case may
be, relating to this Guaranty or any other Transaction Document in the courts of any jurisdiction.


 


(c) The Guarantor hereby irrevocably appoints
and empowers Petrobras America Inc., with offices located at 10350 Richmond Ave., Suite 1400, Houston, TX 77042 as its authorized
agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of
any and all legal process, summons, notices and documents which may be served in any such suit, action or proceedings in any state
or Federal court in the Borough of Manhattan, The City of New York, State of New York, which service may be made on such designee,
appointee and agent in accordance with legal procedures prescribed for such courts. The Guarantor will take any and all action
necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of such Process
Agent and; should such Process Agent become unavailable for this purpose for any reason, the Guarantor will promptly and irrevocably
designate a new Process Agent within the United States, which will agree to act as such, with the powers and for the purposes specified
in this subsection (c). The Guarantor irrevocably consents and agrees to the service of any and all legal process, summons, notices
and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address
set forth in Section 10 or to any other address of which it shall have given notice pursuant to Section 10 or to its Process Agent.
Service upon the Guarantor or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute
valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Guarantor
shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.


 


(d) The Guarantor irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Transaction Documents
to which it is or is to be a party in any state or Federal court in the Borough of Manhattan, The City of New York, State of New
York. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such suit, action or proceeding in any such court.


 






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(e) THE GUARANTOR HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT
OF OR RELATING TO THIS GUARANTY, ANY OF THE TRANSACTION DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY NOTEHOLDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


 


(f) This Guaranty and any other documents
delivered pursuant hereto, and any actions taken hereunder, constitute commercial acts by the Guarantor. The Guarantor irrevocably
and unconditionally and to the fullest extent permitted by law, waives, and agrees not to plead or claim, any immunity from jurisdiction
of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) for itself, the Issuer or any of their property, assets or revenues wherever located with respect to its
obligations, liabilities or any other matter under or arising out of or in connection with this Guaranty, any of the Transaction
Documents or any document delivered pursuant hereto, in each case for the benefit of each assigns, it being intended that the foregoing
waiver and agreement will be effective, irrevocable and not subject to withdrawal in any and all jurisdictions, and, without limiting
the generality of the foregoing, agrees that the waivers set forth in this subsection (f) shall have the fullest scope permitted
under the United States Foreign Sovereign Immunities Act of 1976 and are intended to be irrevocable for the purposes of such act.


 


SECTION
16.     Execution in Counterparts.
This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by
different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


SECTION
17.    Entire Agreement. This Guaranty, together
with the Indenture and the Notes, sets forth the entire agreement of the parties hereto with respect to the subject matter hereof.


 


SECTION
18.    The Trustee. In the performance of its
obligations hereunder, the Trustee shall be entitled to all the rights, benefits, protections, indemnities and immunities afforded
to it under the Indenture.


 






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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.


 





	 	PETRÓLEO BRASILEIRO S.A. – PETROBRAS
	 	 
	 	By:	/s/ Guilherme Rajime T Saraiva
	 	Name: Guilherme Rajime T Saraiva
	 	Title: Attorney-in-Fact
	 	 
	 	By:	/s/ Lucas Tavares de Mello
	 	Name: Lucas Tavares de Mello
	 	Title: Attorney-in-Fact
	 	 
	 	WITNESSES:
	 	 
	 	1.	/s/ Renan Feuchard Pinto
	 	Name:Renan Feuchard Pinto
	 	 
	 	2.	/s/ Isabela de S. N. M. Andréa
	 	Name: Isabela de S. N. M. Andréa



 


[Signature Page
 – Amended and Restated Guaranty]


 






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ACKNOWLEDGED:


 


THE BANK OF NEW YORK MELLON, as Trustee and not


in its individual capacity


 





	By:	/s/ Latoya S. Elvin	 
	Name: Latoya S. Elvin	 
	Title: Vice President	 
	 	 
	WITNESSES:	 
	 	 
	1.	/s/ Rick Fierro	 
	 	Name: Rick Fierro	 
	 	 
	2.	/s/ Francine Kincaid	 
	 	Name: Francine Kincaid	 



 


[Signature Page
 – Amended and Restated Guaranty]


 






    20


     


    

 





	STATE OF NEW YORK 	)
	 	 
	 	) ss:
	 	 
	COUNTY OF NEW YORK	)



 





On this 20th day of
October, before me, a notary public within and for said county, personally appeared Latoya S. Elvin, to me personally known,
who being duly sworn, did say that she is a Vice-President of The Bank of New York Mellon, one of the persons described
in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said
entity.


 


On this 20th day of October,
before me personally came Rick Fierro to me personally known, who being duly sworn, did say that they
signed their names to the foregoing instrument as witnesses.


 


[Notarial Seal]


 





	 	/s/ Brett J. Anderson	 
	 	Brett J. Anderson	 
	 	Notary Public - State of New Jersey	 
	 	COMMISSION EXPIRES - My Commission Expires Jan 23, 2024	 



 


[Signature Page
 – Amended and Restated Guaranty]


 






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