Exhibit 2.47
 AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT




---



##### 



Table of Contents
 PageSECTION 1.
    
    Definitions
    
    
    2SECTION 2.
    
    Partial Purchase Obligation
    
    
    11SECTION 3.
    
    Total Purchase Obligation.
    
    
    12SECTION 4.
    
    Obligations Absolute
    
    
    14SECTION 5.
    
    Independent Obligation
    
    
    15SECTION 6.
    
    Waivers and Acknowledgments
    
    
    15SECTION 7.
    
    Claims Against the Issuer
    
    
    16SECTION 8.
    
    Payments Free and Clear of Taxes, Etc.
    
    
    17SECTION 9.
    
    Representations and Warranties
    
    
    18SECTION 10.
    
    Covenants
    
    
    25SECTION 11.
    
    Amendments, Etc.
    
    
    28SECTION 12.
    
    Notices, Etc.
    
    
    28SECTION 13.
    
    No Waiver; Remedies
    
    
    29SECTION 14.
    
    Indemnification
    
    
    29SECTION 15.
    
    Subordination
    
    
    29SECTION 16.
    
    Continuing Agreement, Assignment of Rights Under the Indenture and the Notes
    
    
    30SECTION 17.
    
    Currency Rate Indemnity
    
    
    31SECTION 18.
    
    Governing Law; Jurisdiction; Waiver of Immunity, Etc.
    
    
    32SECTION 19.
    
    Execution in Counterparts
    
    
    33SECTION 20.
    
    Pledge of Interests
    
    
    33SECTION 21.
    
    Entire Agreement
    
    
    34




---



##### 



AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT
 Agreement Standby Purchaser sociedade do economia mista Brazil Trustee
  Issuer Original Indenture Amended and Restated First
Supplemental Indenture Indenture
 Reopening Notes
 First Supplement Original Notes Notes
 Noteholders




---



##### 



Banco Central do Brasil
   Definitions
 Affiliate control controlling controlled by under common control with
 Agreement
 Authorized Representative
 Bankruptcy Law
 Base Prospectus
 Board of Directors
 Brazil
 2




---



##### 



Business Day
 Closing Date
 Companies  Default
 Default Rate
 Denomination Currency
 Event of Default
 Exchange Act
 Final Offering Document
 Amended and Restated First Supplemental Indenture
 Governmental Authority
 Guarantee
     Indebtedness
 3




---



##### 



Indemnified Party
 Indemnified Taxes
 Indenture
 Issuer
 Judgment Currency
 Law
 Lien
 Material Adverse Effect
 Material Subsidiary
 Noteholders
 Notes
 Offering Documents
 4




---



##### 



Officers Certificate
     Opinion of Counsel
     Original Indenture
 Other Taxes
 5




---



##### 



Partial Non-Payment Amount
 Partial Non-Payment Amount With Interest
 Partial Non-Payment Due Date
 Partial Non-Payment Overdue Interest
 Partial Non-Payment Notice
 Payment Account
 Payment Date
 Permitted Free Writing Prospectus
 Permitted Lien
 Banco
Nacional de Desenvolvimento Econômico e Social
     6




---



##### 



Person
 7




---



##### 



Post Petition Interest
 Pre-Pricing Prospectus
 Process Agent
 Project Financing
 Purchase Obligations
 Prospectus Supplement
 Qualifying Asset
     8




---



##### 



Rating Agency
 Registration Statement Base Prospectus
 SEC
 Securities Act
 Standby Purchaser
 Stated Maturity
 Subordinated Obligations
 Subsidiary Subsidiary Subsidiaries
 Successor Company
 Taxing Jurisdiction
 Termination Date
 TIA
 Total Non-Payment Notice
 Total Non-Payment Amount
 9




---



##### 



Total Non-Payment Amount With Interest
 Total Non-Payment Due Date
 Total Non-Payment Overdue Interest
 Transaction Documents
 Trustee
 Underwriters
 Underwriting Agreement
 United States
 U.S. GAAP
 Wholly-Owned Subsidiary
 Construction
   10




---



##### 



Partial Purchase Obligation Partial Non-Payment Due Date Partial Non-Payment Amount provided, however Partial Non-Payment Notice
 11




---



##### 



Partial Non-Payment Overdue Interest Partial Non-Payment Amount
With Interest
    Total Purchase Obligation
 12




---



##### 



Total Non-Payment Due Date Total Non-Payment
Amount provided, however Total Non-Payment Notice Total Non-Payment
Overdue Interest Total Non-Payment Amount With Interest
   13




---



##### 



Obligations Absolute Purchase Obligations
        14




---



##### 



Independent Obligation
 Waivers and Acknowledgments
  15




---



##### 



Claims Against the Issuer Termination Date
 16




---



##### 



Payments Free and Clear of Taxes, Etc
 provided
 Payment of Other Taxes by the Standby Purchaser
 Taxing Jurisdiction
 17




---



##### 



provided
  Evidence of Payments
 Representations and Warranties
  Underwriting
Agreement
 18




---



##### 



Prospectus Supplement Final Offering Document
     19




---



##### 



sociedade de
economia mista
 20




---



##### 



pari passu pari passu
 21




---



##### 



22




---



##### 



23




---



##### 



New York court
   24




---



##### 



Covenants
  Performance of Obligations
 Maintenance of Corporate Existence provided, however,
 Maintenance of Office or Agency
 Ranking pari passu
 Notice of Defaults
 25




---



##### 



Limitation on Consolidation, Merger, Sale or Conveyance
 Successor Company
       26




---



##### 



Negative Pledge
 Provision of Financial Statements and Reports
  27




---



##### 



provided, however
   Amendments, Etc
 Notices, Etc
 28




---



##### 



No Waiver; Remedies
 Indemnification Indemnified Party
    Subordination
 29




---



##### 



Subordinated Obligations
 Prohibited Payments, Etc Bankruptcy Law
 Prior Payment of Purchase Obligations Post Petition
Interest
 Turn-Over
 Trustee Authorization
 Continuing Agreement; Assignment of Rights Under the Indenture and the Notes
 30




---



##### 



Currency Rate Indemnity
   Judgment Currency Denomination
Currency
  31




---



##### 



Governing Law; Jurisdiction; Waiver of Immunity, Etc.
  Process Agent
  32




---



##### 



Execution in Counterparts
 Pledge of Interests Collateral
  33




---



##### 



Entire Agreement
 Signature page follows.
 34




---



##### 



PETRÓLEO BRASILEIRO S.A.  PETROBRASBy:Name:Title:WITNESSES:1.Name:2.Name:




---



##### 



STATE OF NEW YORK
    
    
    ))
    
    
    ss:COUNTY OF NEW YORK
    
    
    )
 
 
  Notary PublicCOMMISSION EXPIRES




---



##### 



By:Name:Title:WITNESSES:1.Name:2.Name:




---



##### 



STATE OF NEW YORK
    
    
    ))
    
    
    ss:COUNTY OF NEW YORK
    
    
    )
 
 
  Notary PublicCOMMISSION EXPIRES




---



##### 



VIA FACSIMILE
 
 Attention
 Petrobras International Finance Company  US$1,750,000,000 5.875% Global Notes due 2018
  Original
Indenture PIFCo Trustee) Petrobras Amended and Restated First Supplemental
Indenture Indenture Amended and Restated Standby Purchase Agreement Notes
  1.
    
    On [date], PIFCo was obligated to make a payment of [principal]
[interest] [Additional Amounts] [other amounts under the Indenture] in an
amount equal to US$ in respect of [principal]
[interest] [Additional Amounts] [other amounts due under the Indenture] (the
Overdue Amount). This notice constitutes a Partial Non-Payment Notice as
contemplated in the Amended and Restated Standby Purchase Agreement.
 A-1




---



##### 



2.
    
    Pursuant to the Amended and Restated Standby Purchase
Agreement, you are obligated to purchase from the holders of the Notes their
right to receive the Overdue Amount.3.
    
    Pursuant to the Amended and Restated Standby Purchase
Agreement, you are hereby directed to purchase the right of the holders of the
Notes to receive the Overdue Amount and to make a payment to the Trustee, on
behalf of the holders of the Notes, in partial satisfaction of your obligation
to purchase the right to Overdue Amount.4.
    
    You are hereby directed to pay immediately the Overdue Amount
to the Payment Account referenced in the Amended and Restated Standby Purchase
Agreement (Account No. ______) together with interest on such
Overdue Amount, at the rates specified in the Standby Purchase Agreement, from
the date PIFCo was itself obligated to pay the Overdue Amount (the
Liability Date), through and including the date that payment by you
is actually made.5.
    
    Petrobras is requested to acknowledge receipt of this notice by
countersigning in the space provided below and returning a copy of the same to
the Issuer at the address provided in the Amended and Restated Standby Purchase
Agreement with a copy by facsimile to the Trustee at fax: (1-212) 815-5603,
Attention: Corporate Trust Department
 THE BANK OF NEW YORK, as TrusteeBy:Name:Title: ACKNOWLEDGED & AGREED
  By:Name:Title:Date:
 A-2




---



##### 



VIA FACSIMILE
 
 Attention
 Petrobras International Finance Company  US$1,750,000,000 5.875% Global Notes due 2018
  Original
Indenture PIFCo Trustee Petrobras Amended and Restated First Supplemental
Indenture Indenture Amended and Restated Standby Purchase Agreement Petrobras Notes
  1.
    
    On [date], PIFCo was obligated to make a payment of [principal]
[interest] [Additional Amounts] [other amounts under the Indenture] in an
amount equal to US$______ in respect of [principal]
[interest] [Additional Amounts] [other amounts due under the Indenture] (the
Overdue
 B-1




---



##### 



Amount). This notice constitutes a Total Non-Payment Notice as
contemplated in the Amended and Restated Standby Purchase Agreement.2.
    
    Pursuant to the Amended and Restated Standby Purchase
Agreement, you are obligated to purchase from the holders of the Notes their
right to receive the Overdue Amount.3.
    
    Pursuant to the Amended and Restated Standby Purchase
Agreement, you are hereby directed to purchase the right of the holders of the
Notes to receive the Overdue Amount and to make a payment to the Trustee, on
behalf of the holders of the Notes, in partial satisfaction of your obligation
to purchase the right to Overdue Amount.4.
    
    You are hereby directed to pay immediately the Overdue Amount
to the Payment Account referenced in the Amended and Restated Standby Purchase
Agreement (Account No. ______) together with interest on such
Overdue Amount, at the rates specified in the Amended and Restated Standby
Purchase Agreement, from the date PIFCo was itself obligated to pay the Overdue
Amount through and including the date that payment by you is actually made.5.
    
    Petrobras is requested to acknowledge receipt of this notice by
countersigning in the space provided below and returning a copy of the same to
the Issuer at the address provided in the Amended and Restated Standby Purchase
Agreement with a copy by facsimile to the Trustee at fax: (1-212) 815-5603,
Attention: Corporate Trust Department
 THE BANK OF NEW YORK, as TrusteeBy:Name:Title: ACKNOWLEDGED & AGREED
  By:Name:Title:Date:
 B-2