exv4w4






Exhibit 4.4




EXECUTION COPY




GUARANTY




     GUARANTY (this “Guaranty”), dated as of January 27, 2011, 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 for the holders of the 2021 Notes (as defined
below) issued pursuant to the Indenture (as defined below) (the “Trustee”).



WITNESSETH:




     WHEREAS, Petrobras International Finance Company, an exempted company incorporated with
limited liability under the laws of the Cayman Islands and a wholly-owned Subsidiary of the
Guarantor (the “Issuer”), has entered into an Indenture dated as of December 15, 2006 (the
“Original Indenture”) with the Trustee, as supplemented by the Sixth Supplemental Indenture
among the Issuer, the Guarantor and the Trustee dated as of the date hereof (the “Sixth
Supplemental Indenture”). The Original Indenture, as supplemented by the Sixth Supplemental
Indenture and as amended or supplemented from time to time with respect to the 2021 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.$2,500,000,000 aggregate principal amount of its 5.375% Global Notes due 2021
under the Indenture (the “2021 Notes”);



     WHEREAS, the Guarantor is willing to enter into this Guaranty in order to provide the holders
of the 2021 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 2021 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 2021 Notes by the Issuer;



     WHEREAS, it is a condition precedent to the issuance of the 2021 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.



     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 Sixth
Supplemental Indenture. All such definitions shall be read in a manner consistent with the terms of
this Guaranty.





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



          “Affiliate,” with respect to any Person, means any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such Person; it being
understood that for purposes of this definition, the term “control” (including the terms
“controlling,” “controlled by” and “under common control with”) of a Person shall mean the
possession, direct or indirect, of the power to vote 25% or more of the equity or similar voting
interests of such Person or to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or otherwise.



          “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.



          “Indebtedness” means any obligation (whether present or future, actual or contingent
and including, without limitation, any Guarantee) for the payment or repayment of money which has
been borrowed or raised (including money raised by acceptances and all leases which, under
generally accepted accounting principles in the country of incorporation of the relevant obligor,
would constitute a capital lease obligation).



          “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 (d)
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 10% of Petrobras’ total consolidated
assets, as such total assets are set forth on the most recent consolidated financial statements of
Petrobras prepared in accordance with Reporting GAAP (or if Petrobras does not prepare financial
statements in Reporting GAAP, consolidated financial statements prepared in accordance with
Brazilian generally accepted accounting principles).



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          “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.



          “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 such 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 such assets or to secure Indebtedness incurred
solely for the purpose of financing the acquisition of such assets, including any Lien existing at
the time of the acquisition of such assets as long as the maximum amount so secured shall not
exceed the aggregate acquisition costs of all such assets or the aggregate Indebtedness incurred
solely for the acquisition of such 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 as long as such Lien is not created in anticipation of
such acquisition;



          (viii) Lien over any Qualifying Asset relating to a project financed by, and securing
Indebtedness incurred in connection with, the Project Financing of such 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 Sixth Supplemental Indenture;



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          (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 Issuer, 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, as such
conditions are satisfactorily demonstrated to the Trustee;



          (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 such Lien is not increased, and in the case of
paragraphs (i), (ii), (iii) and (vii), the obligees meet the requirements of such paragraphs 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 interests; 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, does not exceed 15% of the Guarantor’s consolidated
total assets (as determined in accordance with Reporting GAAP) 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;



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     (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;




     (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.



          “Reporting GAAP” means (i) generally accepted accounting principles in effect in the
United States of America applied on a basis consistent with the principles, methods, procedures and
practices in effect from time to time or (ii) International Financial Reporting Standards (IFRS) as
adopted by the International Accounting Standards Board (IASB) as from the date the Guarantor
adopts IFRS as its primary reporting or accounting standard in its reports filed with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act.



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




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



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



          “Transaction Documents” means, collectively, the Indenture, the 2021 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.



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          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 2021 Notes, whether
for principal, interest, make-whole premium, 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 2021 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 by 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 2021 Notes. Such notice shall
specify the amount or amounts under the Indenture and the 2021 Notes that were not paid on the date
that such amounts were required to be paid under the terms of the Indenture and the 2021 Notes.



          (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 2021 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 1:00 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 2021 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 2021
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:



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     (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 2021 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 2021
Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under
the 2021 Notes of the Indenture or otherwise;




     (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 2021 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



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     (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.


          SECTION 4. Independent Obligation. The obligations of the Guarantor hereunder are
independent of the Issuer’s obligations under the 2021 Notes and the Indenture. The Trustee, on
behalf of the Noteholders, may neglect or forbear to enforce payment under the Indenture and the
2021 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.



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          (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 2021 Notes.



          (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 595, 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
2021 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.



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          SECTION 7. Covenants. For so long as the 2021 Notes remain outstanding or any amount
remains unpaid on the 2021 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.



          (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 (f) 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 2021 Notes are
outstanding, the Guarantor will maintain in the Borough of Manhattan, The City of New York, 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 in the same general location.



          (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) Notice of Defaults. The Guarantor will give written notice to the Trustee, as
soon as is practicable and in any event within ten calendar days after the Guarantor becomes aware,
or should reasonably become aware, of the occurrence of any Default or Event of Default,
accompanied by a certificate of anofficer of the Guarantor setting forth the details
thereof and stating what action the Guarantor proposes to take with respect thereto.



          (f) 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 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;



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     (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 2021 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.



          (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 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 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 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 or otherwise dispose of assets to, any direct or
indirect Subsidiary of the Guarantor; or



11









 






     (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.



          (g) Negative Pledge. So long as any 2021 Note remains outstanding, the Guarantor will
not 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 or (ii) the Indebtedness of any other person, unless
the Guarantor contemporaneously creates or
permits such Lien to secure equally and ratably the Guarantor’s obligations under this
Guaranty or the Guarantor provides such other security for the 2021 Notes as is duly approved by
the Trustee, at the direction of the Noteholders, in accordance with the Indenture. In addition,
the Guarantor will not allow any of the Guarantor’s Material Subsidiaries 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 Indebtedness of the Guarantor’s Material Subsidiaries or
(iii) the Indebtedness of any other person, unless it contemporaneously creates or permits the Lien
to secure equally and ratably the Guarantor’s obligations under this Guaranty or the Guarantor or
such Material Subsidiary provides such other security for the 2021 Notes as is duly approved by the
Trustee, at the direction of the Noteholders, in accordance with the Indenture.



          (h) 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 Reporting
GAAP, (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 Reporting GAAP and (C) such
other financial data as the Trustee may reasonably request. 



          (ii) The Guarantor will provide, together with each of the financial statements delivered
pursuant to Sections 7(h)(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(h)(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.



12









 






     (iv) Upon written request of any Holder or The Depository Trust Company (DTC), the
reports and other information provided for in this paragraph (h) shall be delivered to DTC
representing the Noteholders, at 55 Water Street, 25th Floor, New York, NY, 10041,
Attention: Proxy Department, or such other address as DTC may provide to the Trustee in
writing.




     (v) 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 2021 Notes required to approve the amendment.



          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,
20035-900 Rio de Janeiro — RJ, Brazil, Telephone: (55-21) 3224-4079, Telecopier: (55-21)
3224-6197, Attention: Sonia Tereza Terra Figueiredo Vasconcellos, Corporate Finance & Treasury/Debt
Control, if to the Trustee, at The Bank of New York Mellon, 101 Barclay Street, 4E, 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).



13









 





          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.



          SECTION 13. Continuing Agreement; Assignment of Rights Under the Indenture and the 2021
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 2021 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 2021 Note or 2021 Notes 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 2021 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.



14









 





          (b) 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.



          (c) 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 2021 Notes or under any judgment or
order.



          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 New York State court or federal court of the United States
of sitting in New York City, and any appellate court from any thereof, 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 New York 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 the New
York office of Petróleo Brasileiro S.A., located at 570 Lexington Avenue, 43rd Floor, New
York, New York 10022 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 New York State court or United States federal court sitting in the State of New York in the
Borough of Manhattan and any appellate court from any thereof, 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 New York, New York, which will agree



15









 







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 New York State or federal court.
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.



          (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. Delivery of an
executed counterpart of a signature page to this Guaranty by telecopier shall be effective as
delivery of an original executed counterpart of this Guaranty.



16









 





          SECTION 17. Entire Agreement This Guaranty, together with the Indenture and the 2021
Notes, sets forth the entire agreement of the parties hereto with respect to the subject matter
hereof.





[Signature page follows]





17









 








          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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 	 	 	 	 

	 	 	WITNESSES:
	 
	 

	 	1.	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	2.	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 






 









 






	 	 	 	 	 	 	 

	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On this ___ day of January 2011, before me, a notary public within and for said county,
personally appeared __________________, to me personally known, who being duly sworn, did say that
___ is the Attorney-in-Fact of Petróleo Brasileiro S.A.—Petrobras, a corporation described in and
which executed the foregoing instrument and acknowledges said instrument to be the free act and
deed of said entity.



     On this ___ day of January 2011, before me personally came ___________________ and
_________________ to me personally known, who being duly sworn, did say that they signed their
names to the foregoing instrument as witnesses.


[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	Notary Public 	 
	 	 	COMMISSION EXPIRES 	 



 









 






	 	 	 	 	 


ACKNOWLEDGED:




THE BANK OF NEW YORK MELLON, as Trustee and not
in its individual capacity




	 	 	 	 	 
	 	
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 	 	 	 	 

	 	 	WITNESSES:
	 
	 	 	 	 	 	 	 	 
	 

	 	1. 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	2. 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 






 









 






	 	 	 	 	 	 	 

	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On this ___ day of January 2011, before me, a notary public within and for said county,
personally appeared __________________, to me personally known, who being duly sworn, did say that
___ is a ____________________ 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 ___ day of January 2011, before me personally came _________________ and
________________ to me personally known, who being duly sworn, did say that they signed their names
to the foregoing instrument as witnesses.


[Notarial Seal]




	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Notary Public 	 
	 	 	COMMISSION EXPIRES 	 



 









 






	 	 	 	 	 



GUARANTY




Dated as of January 27, 2011



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
	 	 	1	 
	SECTION 2. Guaranty
	 	 	6	 
	SECTION 3. Guaranty Absolute
	 	 	6	 
	SECTION 4. Independent Obligation
	 	 	8	 
	SECTION 5. Waivers and Acknowledgments
	 	 	8	 
	SECTION 6. Claims Against the Issuer
	 	 	9	 
	SECTION 7. Covenants
	 	 	10	 
	SECTION 8. Amendments, Etc.
	 	 	13	 
	SECTION 9. Indemnity
	 	 	13	 
	SECTION 10. Notices, Etc.
	 	 	13	 
	SECTION 11. Survival
	 	 	14	 
	SECTION 12. No Waiver; Remedies
	 	 	14	 
	SECTION 13. Continuing Agreement; Assignment of Rights Under the
Indenture and the 2021 Notes
	 	 	14	 
	SECTION 14. Currency Rate Indemnity
	 	 	14	 
	SECTION 15. Governing Law; Jurisdiction; Waiver of Immunity, Etc.
	 	 	15	 
	SECTION 16. Execution in Counterparts
	 	 	16	 
	SECTION 17. Entire Agreement
	 	 	17