Exhibit 2.44  FIRST SUPPLEMENTAL INDENTURE First
Supplemental Indenture th Company Trustee sociedade de economia
mista Petrobras
 WITNESSETH: WHEREAS, the Company and the Trustee previously
have entered into an indenture, dated as of December 15, 2006 (the
Original Indenture, and as
supplemented by this First Supplemental Indenture and any further supplements
thereto, the Indenture),
providing for the issuance from time to time of secured or unsecured debentures,
notes or other evidences of indebtedness of the Company to be issued in one or
more series as provided in the Indenture; WHEREAS, Section 9.01 of the Indenture provides
that, subsequent to the execution of the Original Indenture and subject to
satisfaction of certain conditions, the Company and the Trustee may enter into
one or more indentures supplemental to the Original Indenture to add to, change
or eliminate any of the provisions of the Indenture in respect of one or more
series of Securities (as defined in the Indenture); WHEREAS, on the date hereof the Company intends
to issue pursuant to its Registration Statement on Form F-3 (File No.
333-139459-01) (the Registration
Statement), dated December 18, 2006, the Prospectus
Supplement dated October 29, 2007 and related Base Prospectus dated
December 18, 2006 (collectively, the Offering
Document) and the Indenture, US$1,000,000,000 of its
5.875% Global Notes due 2018, in the form attached as Exhibit A hereto (the
Notes), having the terms and
conditions contemplated in the Offering Document as provided for in the Original
Indenture, as supplemented by this First Supplemental Indenture; WHEREAS, as contemplated in the Offering
Document, Petrobras and the Trustee intend, in connection with the issuance of
the Notes, to (i) enter into a Standby Purchase Agreement, dated as of the date
hereof in the form attached as Exhibit B hereto (the Standby Purchase Agreement), to provide the
holders of the Notes (the Holders) with assurances that, if the Company shall fail to make all required
payments of principal, interest or other amounts due in respect of the Notes and
the Indenture, Petrobras will purchase the rights of the Holders to receive such
amounts in consideration of the payment by Petrobras of an amount of funds equal
to the amounts then owed under the Indenture and the Notes, subject to the
provisions thereof and (ii) grant Holders of the Notes direct rights against
Petrobras in respect of the Standby Purchase Agreement by Petrobras being a
party to the Indenture as provided herein; 1  1




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WHEREAS, the Trustee has provided to the Company
and Petrobras Statements of Eligibility under the Trust Indenture Act of 1939,
as amended, with respect to each of the Companies which have been filed as
exhibits to the Registration Statement; WHEREAS, any and all conditions and requirements
necessary to make this First Supplemental Indenture a valid, binding, and legal
instrument in accordance with the terms of the Indenture have been performed and
fulfilled and the execution and delivery of this First Supplemental Indenture
have been in all respects duly authorized; WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this First
Supplemental Indenture; and WHEREAS, the Company and Petrobras have requested
that the Trustee execute and deliver this First Supplemental Indenture; NOW, THEREFORE,for and in consideration of the
premises and the mutual covenants contained herein and in the Indenture and for
other good and valuable consideration, the receipt and sufficiency of which are
herein acknowledged, the Company, Petrobras and the Trustee hereby agree, for
the equal and ratable benefit of all Holders, as follows: ARTICLE 1 DEFINITIONS  Section 1.01.Defined
Terms. All capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Indenture, as supplemented
and amended hereby. All definitions in the Original Indenture shall be read in a
manner consistent with the terms of this First Supplemental
Indenture. Section 1.02.Additional
Definitions. (a) For the benefit of the Holders of the
Notes, Section 1.01 of the Original Indenture shall be amended by adding the
following new definitions: Closing Date means November 1, 2007. Comparable Treasury Issue means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any Redemption Date,
(1) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotation or (2) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations. Default Rate has the meaning set forth in Section 2.01(g)
herein. 2  2




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Denomination Currency has the meaning set forth in Section 2.03(b) herein. Independent Investment Banker means one of the Reference Treasury
Dealers appointed by the Company. Interest Period means the period beginning on an Interest Payment Date
and ending on the day before the next Interest Payment Date, except that the
first Interest Period shall be the period beginning on the Closing Date and
ending on the day before the next Interest Payment Date. Judgment Currency has the meaning set forth in Section 2.03(b)
herein. Lien means any mortgage, pledge, lien, hypothecation, security interest
or other charge or encumbrance on any property or asset, including, without
limitation, any equivalent created or arising under applicable law. Make Whole Amount has the meaning set forth in Section 2.01(k)
herein. 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 U.S. GAAP (or if Petrobras does not prepare financial statements
in U.S. GAAP, consolidated financial statements prepared in accordance with
Brazilian generally accepted accounting principles). Offering Document shall have the meaning set forth in the recitals to
the First Supplemental Indenture. Payment Account has the meaning set forth in Section 2.01(h)
herein. Permitted Lien means a: (a)  Lien arising by operation of law, such as merchants,
maritime or other similar Liens arising in the Company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; (b)  Lien arising from the Company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 Companys
past practice; (c)  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; 3  3




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(d)  Lien granted upon or with respect to any assets hereafter
acquired by the Company 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; (e)  Lien granted in connection with the Indebtedness of a
Wholly-Owned Subsidiary owing to the Company or another Wholly-Owned Subsidiary; (f)  Lien existing on any asset or on any stock of any
Subsidiary prior to the acquisition thereof by the Company or any Subsidiary as
long as such Lien is not created in anticipation of such acquisition; (g)  Lien existing as of the date of the Indenture; (h)  Lien resulting from the Indenture or the Standby Purchase
Agreement; (i)  Lien incurred in connection with the issuance of debt or
similar securities of a type comparable to those already issued by the Company,
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; (j)  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 Lien referred to in paragraphs (a) through (i) above
(but not paragraph (c)), 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 (a), (b), and (c), the obligees meet
the requirements of such paragraphs; and (k)  Lien in respect of Indebtedness the principal amount of
which in the aggregate, together with all Liens not otherwise qualifying as the
Companys Permitted Liens pursuant to clauses (a) through (j) of this
definition, does not exceed 15% of the Companys consolidated total assets (as
determined in accordance with U.S. GAAP) at any date as at which the Companys
balance sheet is prepared and published in accordance with applicable
Law. Reference Treasury Dealer means each of UBS Securities LLC and Morgan
Stanley & Co. Incorporated or their affiliates which are primary United
States government securities dealers and two other leading primary United States
government securities dealers in New York City reasonably designated by the
Company; provided, however, that if any of the foregoing shall cease to be a
primary United States government securities dealer in New York City (a Primary Treasury Dealer),
the Company shall substitute therefore another Primary Treasury Dealer. 4  4




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Reference Treasury Dealer Quotation means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 pm New York
time on the third business day preceding such redemption date. Treasury Rate means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated
maturity (on a day count basis) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. ARTICLE 2 TERMS OF THE NOTES Section 2.01.General. In accordance with Section 3.01 of the
Original Indenture, the following terms relating to the Notes are hereby
established: (a)Title: The Notes shall constitute a series of
Securities having the title 5.875% Global Notes due 2018. (b)Aggregate Amount: The aggregate principal amount
of the Notes that may be initially authenticated and delivered under the First
Supplemental Indenture shall be US$1,000,000,000. As provided in the Original
Indenture, the Company may, from time to time, without the consent of the
Holders of Notes, issue Add On Notes having identical terms (including CUSIP,
ISSN and other relevant identifying characteristics as the Notes), so long as,
on the date of issuance of such Add On Notes: (i) no Default or Event of Default
shall have occurred and then be continuing, or shall occur as a result of the
issuance of such Add On Notes, (ii) such Add On Notes shall rankpari passuwith the Notes and shall have
identical terms, conditions and benefits as the Notes and be part of the same
series as the Notes, (iii) the Company and the Trustee shall have executed and
delivered a further supplemental indenture to the Indenture providing for the
issuance of such Add On Notes and reflecting such amendments to the Indenture as
may be required to reflect the increase in the aggregate principal amount of the
Notes resulting from the issuance of the Add On Notes, (iv) Petrobras and the
Trustee shall have executed and delivered an amended Standby Purchase Agreement
reflecting the increase in the aggregate principal amount of the Notes resulting
from the issuance of the Add On Notes and (v) the Trustee shall have received
all such opinions and other documents as it shall have requested, including an
Opinion of Counsel stating that such Add On Notes are authorized and permitted
by the Indenture and all conditions precedent to the issuance of such Add On
Notes have been complied with by the Company and Petrobras. All Add On Notes
issued hereunder will, when issued, be considered Notes for all purposes
hereunder and will be subject to and takethe benefit of all
of the terms, conditions and provisions of this Indenture. 5  5




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(c)Ranking: The Notes (including the Add On Notes)
shall be general senior unsecured and unsubordinated obligations of the Company
and shall at all times rankpari passuamong themselves and at least equal in right of payment with all of the
Companys other present and future unsecured and unsubordinated obligations from
time to time outstanding that are not, by their terms, expressly subordinated in
right of payment to the Notes. (d)Maturity: The entire outstanding principal of the
Notes shall be payable in a single installment on March 1, 2018 (the
Stated Maturity). No payments
in respect of the principal of the Notes shall be paid prior to the Stated
Maturity except in the case of the occurrence of an Event of Default and
acceleration of the aggregate outstanding principal amount of the Notes, upon
redemption prior to the Stated Maturity pursuant to Section 11.08 of the
Original Indenture or pursuant to 2.01(l) and (m) hereof. (e)Interest:Interest shall accrue on the Notes at
the rate of 5.875% per annum until all required amounts due in respect of the
Notes have been paid. All interest shall be paid by the Company to the Trustee
and distributed by the Trustee in accordance with this Indenture semiannually in
arrears on March 1 and September 1 of each year (or, as provided in the
Original Indenture, if such date is not a Business Day, the next succeeding
Business Day following such day) during which any portion of the Notes shall be
Outstanding (each, an Interest Payment
Date), commencing on March 1, 2008, to the Person
in whose name a Note is registered at the close of business on the preceding
Regular Record Date (which shall mean, with respect to any payment to be made on
an Interest Payment Date, the Business Day that is ten Business Days prior to
such Interest Payment Date.) As provided in the Original Indenture, (i) interest
shall be calculated based on a 360-day year of twelve 30-day months, (ii)
payment of principal and interest and other amounts on the Notes will be made at
the Corporate Trust Office of the Trustee in New York City, or such other paying
agent office in the United States as the Company appoints, in the form provided
for in Section 10.08 of the Original Indenture, (iii) all such payments to the
Trustee shall be made by the Company by depositing immediately available funds
in U.S. dollars one Business Day prior to the relevant Interest Payment Date to
the Payment Account and (iv) so long as any of the Notes remain Outstanding, the
Company shall maintain a paying agent in New York City. (f)Default Rate: Upon the occurrence and during the
continuation of an Event of Default, (i) interest on the outstanding principal
amount of the Notes shall accrue on the Notes at a rate equal to 1.0% per annum
above the interest rate on the Notes at that time (the Default Rate) and (ii) to the fullest extent
permitted by law, interest shall accrue on the amount of any interest, fee,
Additional Amounts, or other amount payable under the Indenture and the Notes
that is not paid when due, from the date such amount was due until such amount
shall be paid in full, excluding the date of such payment, at the Default
Rate. (h)Payment Account: On the Closing Date, the Trustee
shall establish (and shall promptly notify the Company of the establishment of
such account, including the relevant account numbers and other relevant
identifying details) and, until the Notes and all accounts due in respect
thereof have been paid in full, maintain a special purpose non-interest bearing
trust account (the Payment Account) into which all payments required to be made by the Company under or
with respect to the Notes shall be deposited. The Company agrees that the
Payment 6  6




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Account shall be maintained in the name of the Trustee and under its sole
dominion and control (acting on behalf of the Holders of the Notes) and used
solely to make payments of principal, interest and other amounts from time to
time due and owing on, or with respect to, the Notes. No funds contained in the
Payment Account shall be used for any other purpose or in any manner not
expressly provided for herein nor shall the Company or any other Person have an
interest therein or amounts on deposit therein. All amounts on deposit in the
Payment Account on any Interest Payment Date after the Trustee has paid all
amounts due and owing to the holders of the Notes as of such Interest Payment
Date shall be retained in the Payment Account and used by the Trustee to pay any
amounts due and owing to the Holders of the Notes on the next succeeding
Interest Payment Date. (i)Form and Denomination: The Notes shall be
issuable in whole in the registered form of one or more Global Notes (without
coupons), in minimum denominations of US$2,000 and integral multiples of
US$1,000 in excess thereof, and shall be transferable in integral multiples of
US$2,000 and integral multiples of US$1,000 in excess thereof and the Depository
for such Global Notes shall be The Depository Trust Company, New York, New York. (j)Standby Purchase Agreement: The Notes shall have
the benefit of the Standby Purchase Agreement in the manner provided in Article
3 of this First Supplemental Indenture. (k)Rating: The Notes can be issued without the
requirement that they have any rating from a nationally recognized statistical
rating organization. (l)Optional Early Redemption. The Notes are subject
to redemption at the Companys option before the Stated Maturity in whole or in
part, upon not less than 30 but no more than 60 days notice, at a Redemption
Price equal to the greater of (A) 100% of the principal amount of such Notes and
(B) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to the date of
redemption) discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at, in each case, the Treasury
Rate plus 25 basis points (the Make Whole Amount), plus in each case, accrued
interest on the principal amount of such Notes to (but not including) the date
of redemption. (m)Early Redemption Solely for Tax Reasons. Pursuant
to Section 11.08 of the Original Indenture, the Notes may be redeemed at the
option of the Company, in whole but not in part, at any time at a Redemption
Price equal to the principal amount thereof plus accrued interest to the date
fixed for redemption if as a result of any change in or amendment to the laws or
regulations or ruling promulgated thereunder of the jurisdiction in which the
Company is incorporated (or, in the case of a successor Person to the Company,
of the jurisdiction in which such successor Person is organized or any political
subdivision or taxing authority thereof or therein) or any change in the
official application or interpretation of such laws, regulations or rulings, or
any change in the official application of or interpretation of, or any execution
of or amendment to, any treaty or treaties affecting taxation to which such
jurisdiction or such political subdivision or taxing authority (or such other
jurisdiction or political subdivision or taxing 7  7




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authority) is a party, which change, execution or amendment becomes
effective on or after the date hereof (or in the case of a successor Person to
the Company, the date on which such successor Person became such pursuant to
Section 8.01 and 8.02 of the Original Indenture), the Company would be required
to pay Additional Amounts pursuant to Section 10.10 of the Original Indenture.
For purposes of Section 11.08 of the Original Indenture, the reincorporation of
the Company shall be treated as the adoption of a successor entity, provided,
however, that redemption under Section 11.08 of the Original Indenture shall not
be available if the reincorporation was performed in anticipation of a change
in, execution of or amendment to any laws or treaties or the official
application or interpretation of any laws or treaties of such new jurisdiction
of incorporation that would result in an obligation to pay Additional
Amounts. (n)Conversion: The Notes will not be convertible
into, or exchangeable for, any other securities. Section 2.02.Amendments to
Article Five Relating to Events of Default.(a)Restated Events of Default: As it
applies to the Notes, Section 5.01 of the Original Indenture shall be amended to
read in its entirety as follows: "Section 5.01  Events
of Default Event of Default, wherever used herein with respect to the Notes, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body): 1.The Company shall fail to make any payment in respect of principal on any
of the Notes whether on the Stated Maturity, upon redemption or prior to the
Maturity or otherwise in accordance with the terms of the Notes and this
Indenture, non-payment of which shall continue for a period of three calendar
days and the Trustee shall not have otherwise received such amounts from
Petrobras under the Standby Purchase Agreement, or otherwise by the end of such
three calendar day period; 2.The Company shall fail to make any payment in respect of any interest or
other amounts due on or with respect to the Notes (including Additional Amounts,
if any) in accordance with the terms of the Notes and this Indenture,
non-payment of which shall continue for a period of 30 calendar days and the
Trustee shall not have otherwise received such amounts from Petrobras under the
Standby Purchase Agreement, or otherwise by the end of such 30 calendar day
period; 3.The Company or Petrobras shall fail to perform, or breach, any term,
covenant, agreement or obligation contained in this Indenture or the Standby
Purchase Agreement and such failure (other than any failure to make any payment
under the Standby Purchase Agreement, for which there is no cure) is either
incapable of remedy or continues for a period of 60 calendar days (inclusive of
any time frame contained in any such term, covenant, agreement or obligation for
compliance thereunder) after there has been received by the Company or Petrobras
from the Trustee or the Holders of at least 8  8




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25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a Notice of Default hereunder; 4.The maturity of any Indebtedness of the Company, Petrobras or any
Material Subsidiary in a total aggregate principal amount of US$100,000,000 or
more is accelerated in accordance with the terms of that Indebtedness, it being
understood that prepayment or redemption by the Company, Petrobras or the
relevant Material Subsidiary of any Indebtedness is not acceleration for this
purpose; 5.One or more final and non-appealable judgments or final decrees is
entered against the Company, Petrobras or any Material Subsidiary thereof
involving in the aggregate a liability (not theretofore paid or covered by
insurance) of US$100,000,000 (or its equivalent in another currency) or more,
and all such judgments or final decrees shall not have been vacated, discharged
or stayed within 120 calendar days after the rendering thereof; 6.The Company, Petrobras or any Material Subsidiary thereof stops payment
of, or is generally unable to pay, its debts as and when they become due except
(i) as is otherwise expressly provided under this Indenture or the Standby
Purchase Agreement, or (ii) in the case of a winding-up, dissolution or
liquidation for the purpose of and followed by a consolidation, merger,
conveyance or transfer, the terms of which shall have been approved by a
resolution of a meeting of the Holders; 7.Proceedings are initiated against the Company, Petrobras or any Material
Subsidiary thereof under any applicable bankruptcy, reorganization, insolvency,
moratorium or intervention law or law with similar effect, or under any other
law for the relief of, or relating to, debtors, and any such proceeding is not
dismissed or stayed within 90 daysafter the entering of such proceeding, or an administrator, receiver,
trustee, manager, fiduciary, statutory manager, intervener or assignee for the
benefit of creditors (or other similar official) is appointed to take possession
or control of, or a distress, execution, attachment or sequestration or other
process is levied, enforced upon, sued out or put in force against, all or any
material part of the undertaking, property, assets or revenues of the Company,
Petrobras or any Material Subsidiary thereof and is not discharged or removed
within 90 days; 8.The Company, Petrobras or any Material Subsidiary thereof commences
voluntarily or consents to judicial, administrative or other proceedings
relating to it under any applicable bankruptcy, reorganization, insolvency,
moratorium or intervention law or law with similar effect, or under any other
law for the relief of, or relating to, debtors, or makes or enters into any
composition,concordataor other
similar arrangement with its creditors, or appoints or applies for the
appointment of an administrator, receiver, trustee, manager, fiduciary,
statutory manager, intervener or assignee for the benefit of creditors (or other
similar official) to take possession or control of the whole or any material
part of its undertaking, property, assets or revenues, or takes any judicial,
administrative or 9  9




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other similar proceeding under any law for a readjustment or deferment of
its Indebtedness or any part of it; 9.An effective resolution is passed for, or any authorized action is taken
by any court of competent jurisdiction, directing the winding-up, dissolution or
liquidation of the Company, Petrobras or any Material Subsidiary thereof (other
than in any of the circumstances referred to as exceptions in paragraph (6)
above); 10.Any event occurs that under the laws of any relevant jurisdiction has
substantially the same effect as any of the events referred to in any of
paragraphs (6), (7), (8) or (9) of this Section 5.01; 11.This Indenture, the Notes, the Standby Purchase Agreement or any part
thereof shall cease to be in full force and effect or binding and enforceable
against the Company or Petrobras, it becomes unlawful for the Company or
Petrobras to perform any material obligation under this Indenture, the Notes or
the Standby Purchase Agreement, or the Company or Petrobras shall contest the
enforceability of this Indenture, the Notes or the Standby Purchase Agreement or
deny that it has liability under this Indenture, the Notes or the Standby
Purchase Agreement; 12.Petrobras fails to retain at least 51% direct or indirect ownership of
the outstanding voting and economic interests (equity or otherwise) of and in
the Company. Section 2.03.
    Amendments to Article 10 Relating to Covenants. (a)Statement of Officers as to Default and Notices of Events of
Default: As it applies to the Notes, Section 10.05 of
the Original Indenture shall be amended by deleting the second sentence in its
entirety and replacing it with the following: Within 10 calendar days (or promptly with respect to Events of Default
pursuant to Sections 5.01(4), 5.01(5), 5.01(6), 5.01(7), 5.01(8), 5.01(9) and
5.01(10) hereunder and in any event no later than 10 calendar days) after the
Company becomes aware or should reasonably become aware of the occurrence of an
Event of Default pursuant to Section 5.01 hereunder, the Company shall provide
notice to the Trustee of such occurrence, accompanied by an Officers
Certificate of the Company setting forth the details thereof. (b)Additional Covenants Applicable to the Notes: As
it applies to the Notes, Article 10 of the Original Indenture shall be amended
to include the following: "Section
10.11     Use of
Proceeds. The Company will use the proceeds from the offer and sale of the Notes
after the deduction of any commissions principally for general corporate
purposes, including the financing of the purchase of oil product imports and the
repayment of existing trade-related debt and intercompany loans. The Company may
also lend the proceeds from the offer and sale of the Notes to Petrobras for use
for its general corporate purposes. 10  10




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Section 10.12      Negative
Pledge So long as any Note remains Outstanding, the Company will not create or
permit any Lien, other than a Permitted Lien, on any of the Companys assets to
secure (a) any of the Companys Indebtedness or (b) the Indebtedness of any
other Person, unless the Company contemporaneously creates or permits such Lien
to secure equally and ratably the Companys obligations under the Notes and this
Indenture or the Company provides such other security for the Notes as is duly
approved by a resolution of the Holders of the Notes in accordance with this
Indenture. In addition, the Company will not allow any of the Companys
Subsidiaries to create or permit any Lien, other than a Permitted Lien, on any
of its assets to secure (a) any of the Companys Indebtedness, (b) any of its
own Indebtedness or (c) the Indebtedness of any other Person, unless it
contemporaneously creates or permits the Lien to secure equally and ratably the
Companys obligations under the Notes and this Indenture or the Company provides
such other security for the Notes as is duly approved by a resolution of the
Holders of the Notes in accordance with the Indenture. Section 10.13    Currency Rate Indemnity. (a)
The Company shall (to the extent lawful) indemnify the Trustee and the Holders
of the Notes and keep them indemnified against: (i)      in the case of nonpayment by the
Company of any amount due to the Trustee, on behalf of the Holders of the Notes,
under the Indenture 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 Company; and (ii)       any deficiency arising or
resulting from any variation in rates of exchange between (i) the date as of
which the local currency equivalent of the amounts due or contingently due under
the Indenture or in respect of the Notes is calculated for the purposes of any
bankruptcy, insolvency or liquidation of the Company, and (ii) 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. (b)          The
Company 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. 11  11




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(c)          The above
indemnities shall constitute separate and independent obligations of the Company
from its obligations under the Indenture, 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 Company for a liquidated sum or sums in respect of amounts
due under the Indenture or the Notes. Section 2.04.   Application of the Article of
the Indenture Regarding Defeasance and Covenant Defeasance. The provisions
of Sections 14.01, 14.02 and 14.03 of the Original Indenture shall apply to the
Notes.  ARTICLE 3 STANDBY PURCHASE AGREEMENT Section 3.01.     Execution. The Trustee
is hereby authorized and directed to execute and deliver the Standby Purchase
Agreement and to perform all of its duties and obligations thereunder. Section 3.02.     Enforcement. The
Trustee shall enforce the provisions of the Standby Purchase Agreement against
Petrobras in accordance with the terms thereof and the terms of the Indenture
and Petrobras, by execution of this First Supplemental Indenture, and by so
agreeing to become a party to the Indenture, agrees that each Holder of the
Notes shall have direct rights under the Standby Purchase Agreement as if it
were a party thereto .Section 3.03.     Petrobras
hereby (i) acknowledges and agrees to be bound by the provisions of Sections
1.08 and 3.14 of the Original Indenture and (ii) confirms that (A) its
obligations under the Standby Purchase Agreement shall be issued pursuant to the
Indenture and (B) it intends for the Holders of the Notes, in addition to those
rights under the Standby Purchase Agreement as provided therein, to be entitled
to the benefits of the Indenture with respect to their rights against Petrobras
under the Standby Purchase Agreement. Section 3.04.     Definition of the Term
Securities. For all purposes relating to the Notes, the term Securities
in Section 1.01 of the Original Indenture shall be amended by inserting the
following at the end thereof: All references herein to any Securities shall be
deemed to include the rights of the Holder thereof under any standby purchase
agreement or guarantee arrangement entered into by Petrobras with the Trustee in
connection with the issuance of such Securities pursuant to Section 3.14 hereof,
which are an integral part of such Securities. ARTICLE 4 MISCELLANEOUS Section 4.01.   Effect of the First Supplemental
Indenture.This First Supplemental Indenture supplements the Indenture and
shall be a part, and subject to all the terms, thereof. The Original Indenture,
as supplemented and amended by this First Supplemental Indenture, is in 12  12




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all respects ratified and confirmed, and the Original Indenture and this
First Supplemental Indenture shall be read, taken and construed as one and the
same instrument. All provisions included in this First Supplemental Indenture
supersede any conflicting provisions included in the Original Indenture unless
not permitted by law. The provisions of this First Supplemental Indenture are
intended to apply solely to the Notes and the Holders thereof and shall not
apply to any future issuance of securities by the Company (other than any Add On
Notes as provided herein) and all references to provisions of the Original
Indenture herein amended and restated or otherwise modified shall have effect
solely with respect to the Notes contemplated in this First Supplemental
Indenture. The Trustee accepts the trusts created by the Original Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions of the Original Indenture, as supplemented by
this First Supplemental Indenture. Section 4.02.   Governing Law. This First
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York. Section 4.03.   Trustee Makes No Representation.
The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this First Supplemental Indenture or for or in
respect of the recitals contained herein, all of which are made solely by the
Company and Petrobras. Section 4.04.   Effect of Headings. The section
headings herein are for convenience only and shall not affect the construction
of this First Supplemental Indenture. Section 4.05.   Counterparts. The parties may sign
any number of copies of this First Supplemental Indenture. Each signed copy
shall be an original, but all of them shall represent the same
agreement. [SIGNATURE PAGE TO FOLLOW IMMEDIATELY] 13  13




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IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.  PETROBRAS INTERNATIONAL FINANCE
      COMPANYBy: /s/ Theodore M. HelmsName: Theodore M. Helms Title:
        Attorney-in-FactPETRÓLEO BRASILEIRO S.A. 
      PETROBRASBy: /s/ Theodore M. HelmsName: Theodore M. Helms Title:
         Executive ManagerWITNESSES:1. /s/  David
      FlechnerName: David Flechner2. /s/ Iris H.
      CastellanoName:  Iris H. Castellano 1  14




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STATE OF NEW YORK
    ))
    ss:COUNTY OF NEW YORK
    ) On this 1st day of November, 2007, before me personally cameTheodore
Helms, to me known, who, being by me duly sworn, did depose and say that he is
the Attorney-in-Fact of Petrobras International Finance Company - PIFCo, a
corporation described in and which executed the foregoing instrument and
acknowledge that said instrument to be the free act and deed of said
entity. On this 1st day of November, 2007, before me personally came Theodore
Helms, to me known, who, being by me duly sworn, did depose and say that he is
the Attorney-in-Fact of Petróleo Brasileiro S.A. - Petrobras, a corporation
described in and which executed the foregoing instrument and acknowledge that
said instrument to be the free act and deed of said entity. On this 1st day of November, 2007, before me personally came David
Flechner and Iris Castellano to me personally known, who being by me sworn, did
depose and say that they signed their names to the foregoing instrument as
witnesses.  [Notarial Seal]
    /s/ Risa Laurie Chubinsky
      Notary PublicCOMMISSION EXPIRESRisa Laurie ChubinskyNotary Public, State of New York
      No. 01CH6172040Qualified in Kings County Certificate Filed in
      New York CountyCommission Expires Aug. 6, 2011 2  15




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THE BANK OF NEW YORK, as TrusteeBy: /s/ John T. Needham,
      Jr.Name: John T. Needham, Jr.Title:
        Vice PresidentWITNESSES:1. /s/ Kevin F.
      BinnieName: Kevin F.
      Binnie Title:   Vice President2. /s/ Lucia
      JaklitschName: Lucia
      JaklitschTitle:   Vice President 3  16




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STATE OF NEW YORK
    ))
    ss:COUNTY OF NEW YORK
    ) On this 1st day of November, 2007 before me, a notary public within and
for said county, personally appeared Kevin F. Binnie, to me personally known who
being duly sworn, did say that John T. Meedham, Jr. is a Vice President of The
Bank of New York, one of the persons described in and which executed the
foregoing instrument, and acknowledge said instrument to be the free act and
deed of said corporation. On this 1st day of November, 2007, before me personally came Kevin F.
Binnie and Lucia Jaklitsch to me personally known, who being by me sworn, did
depose and say that they signed their names to the foregoing instrument as
witnesses.   /s/ Emily
      Fayan
      Notary PublicEmily Fayan Notary Public, State of New York No.
      01FA4737006Qualified in Kings County Certificate Filed in New York
      CountyCommission Expires Dec. 31, 2009 4  17




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Exhibit A Form of 5.875% Global Note due 2018 GLOBAL NOTE  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE
REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS
CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN. 5  18




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PETROBRAS INTERNATIONAL FINANCE COMPANY  5.875% GLOBAL NOTES DUE 2018 No. 1CUSIP No.: 71645WAM3ISIN No.: US71645WAM38Common Code:
032961614 Principal Amount: US$500,000,000 Initial Issuance Date: November 1, 2007 This Note is one of a duly authorized issue of notes of PETROBRAS
INTERNATIONAL FINANCE COMPANY, an exempted company with limited liability
organized under the laws of the Cayman Islands (the Issuer), designated
as its 5.875% Global Notes Due 2018 (the Notes), issued in an initial
aggregate principal amount of US$1,000,000,000 under the First Supplemental
Indenture (the First Supplemental Indenture), effective as of November
1, 2007, by and among the Issuer, The Bank of New York, a New York banking
corporation, as Trustee (the Trustee), and Petróleo Brasileiro S.A. 
PETROBRAS, a mixed capital company (sociedade de economia mista)
organized under the laws of Brazil (Petrobras), to the Indenture, dated
as of December 15, 2006 (the Original Indenture, and as
supplemented by the First Supplemental Indenture and any further supplements
thereto with respect to the Notes, the Indenture), by and among the
Issuer and the Trustee. Reference is hereby made to the Indenture for a
statement of the respective rights, limitations of interests, benefits,
obligations and duties thereunder of the Issuer, the Trustee and the Holders,
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture. The Issuer, for value received, hereby promises to pay to Cede & Co.
or its registered assigns, as nominee of The Depository Trust Company
(DTC) and the Holder of record of this Note, the principal amount
specified above in U.S. dollars on March 1, 2018 (or earlier as provided for in
the Indenture) upon presentation and surrender hereof, at the office or agency
of the Trustee referred to below. As provided for in the Indenture, the Issuer promises to pay interest on
the outstanding principal amount hereof, from the Closing Date, semi-annually on
March 1 and September 1 of each year (or if such date is not a
Business Day, the next succeeding Business Day following such day), commencing
March 1, 2008 (each such date, an Interest Payment Date), at a
rate equal to 5.875% per annum. Interest payable, and punctually paid or duly
provided for, on this Note on any Interest Payment Date will, as provided in the
Indenture, be paid in U.S. dollars to the Person in whose name this Note (or one
or more predecessor Notes) is registered at the close of business on the
relevant Regular Record Date for such interest payment. Payment of the principal of and interest on this Note will be payable by
wire transfer to a U.S. dollar account maintained by the Holder of this Note as
reflected in the Security Register of the Trustee. In the event the date for any
payment of the principal of or interest on any Note is not a Business Day, then
payment will be made on the next Business Day 6  19




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with the same force and effect as if made on the nominal date of any such
date for such payment and no additional interest will accrue on such payment as
a result of such payment being made on the next succeeding Business Day.
Interest accrued with respect to this Note shall be calculated based on a
360-day year of twelve 30-day months. The Notes are subject to redemption by the Issuer on the terms and
conditions specified in the Indenture. This Note does not purport to summarize the Indenture, and reference is
made to the Indenture for information with respect to the respective rights,
limitations of interests, benefits, obligations and duties thereunder of the
Issuer, the Trustee and the Holders. If an Event of Default shall occur and be continuing, the outstanding
principal amount of all the Notes may become or may be declared due and payable
in the manner and with the effect provided in the Indenture. Modifications of the Indenture may be made by the Issuer and the Trustee
only to the extent and in the circumstances permitted by the
Indenture. The Notes shall be issued only in fully registered form, without coupons.
Notes shall be issued in the form of beneficial interests in one or more global
securities in denominations of US$2,000 and integral multiples of US$1,000 in
excess thereof. Prior to and at the time of due presentment of this Note for registration
of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Issuer,
the Trustee nor any agent thereof shall be affected by notice to the
contrary. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 7  20




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Unless the certificate of authentication hereon has been duly executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE
LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.  PETROBRAS INTERNATIONAL FINANCE
      COMPANYBy:Name:Title:WITNESSES:1.Name:2.Name: 8  21




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PETROBRAS INTERNATIONAL FINANCE COMPANY  5.875% GLOBAL NOTES DUE 2018 No. 2CUSIP No.: 71645WAM3ISINNo.: US71645WAM38Common Code:
032961614 Principal Amount: US$500,000,000 Initial Issuance Date: November 1, 2007 This Note is one of a duly authorized issue of notes of PETROBRAS
INTERNATIONAL FINANCE COMPANY, an exempted company with limited liability
organized under the laws of the Cayman Islands (the Issuer), designated
as its 5.875% Global Notes Due 2018 (the Notes), issued in an initial
aggregate principal amount of US$1,000,000,000 under the First Supplemental
Indenture (the First Supplemental Indenture), effective as of November
1, 2007, by and among the Issuer, The Bank of New York, a New York banking
corporation, as Trustee (the Trustee), and Petróleo Brasileiro S.A. 
PETROBRAS, a mixed capital company (sociedade de economia mista)
organized under the laws of Brazil (Petrobras), to the Indenture, dated
as of December 15, 2006 (the Original Indenture, and as
supplemented by the First Supplemental Indenture and any further supplements
thereto with respect to the Notes, the Indenture), by and among the
Issuer and the Trustee. Reference is hereby made to the Indenture for a
statement of the respective rights, limitations of interests, benefits,
obligations and duties thereunder of the Issuer, the Trustee and the Holders,
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture. The Issuer, for value received, hereby promises to pay to Cede & Co.
or its registered assigns, as nominee of The Depository Trust Company
(DTC) and the Holder of record of this Note, the principal amount
specified above in U.S. dollars on March 1, 2018 (or earlier as provided for in
the Indenture) upon presentation and surrender hereof, at the office or agency
of the Trustee referred to below. As provided for in the Indenture, the Issuer promises to pay interest on
the outstanding principal amount hereof, from the Closing Date, semi-annually on
March 1 and September 1 of each year (or if such date is not a
Business Day, the next succeeding Business Day following such day), commencing
March 1, 2008 (each such date, an Interest Payment Date), at a
rate equal to 5.875% per annum. Interest payable, and punctually paid or duly
provided for, on this Note on any Interest Payment Date will, as provided in the
Indenture, be paid in U.S. dollars to the Person in whose name this Note (or one
or more predecessor Notes) is registered at the close of business on the
relevant Regular Record Date for such interest payment. Payment of the principal of and interest on this Note will be payable by
wire transfer to a U.S. dollar account maintained by the Holder of this Note as
reflected in the Security Register of the Trustee. In the event the date for any
payment of the principal of or interest on any Note is not a Business Day, then
payment will be made on the next Business Day 9  22




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with the same force and effect as if made on the nominal date of any such
date for such payment and no additional interest will accrue on such payment as
a result of such payment being made on the next succeeding Business Day.
Interest accrued with respect to this Note shall be calculated based on a
360-day year of twelve 30-day months. The Notes are subject to redemption by the Issuer on the terms and
conditions specified in the Indenture. This Note does not purport to summarize the Indenture, and reference is
made to the Indenture for information with respect to the respective rights,
limitations of interests, benefits, obligations and duties thereunder of the
Issuer, the Trustee and the Holders. If an Event of Default shall occur and be continuing, the outstanding
principal amount of all the Notes may become or may be declared due and payable
in the manner and with the effect provided in the Indenture. Modifications of the Indenture may be made by the Issuer and the Trustee
only to the extent and in the circumstances permitted by the
Indenture. The Notes shall be issued only in fully registered form, without coupons.
Notes shall be issued in the form of beneficial interests in one or more global
securities in denominations of US$2,000 and integral multiples of US$1,000 in
excess thereof. Prior to and at the time of due presentment of this Note for registration
of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Issuer,
the Trustee nor any agent thereof shall be affected by notice to the
contrary. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10  23




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STATE OF NEW YORK
    ))
    ss:COUNTY OF NEW YORK
    ) On this 1st day of November, 2007, before me personally came __________,
to me known, who, being by me duly sworn, did depose and say that he is the
_______________ of Petrobras International Finance Company, a corporation
described in and which executed the foregoing instrument and acknowledges that
said instrument to be the free act and deed of said entity. On this 1st day of November, 2007, before me personally came
_____________ and ______________ to me personally known, who being by me sworn,
did depose and say that they signed their names to the foregoing instrument as
witnesses. [Notarial Seal] ______________________Notary Public COMMISSION EXPIRES 11  24




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CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred
to in the within mentioned Indenture. Dated: November 1, 2007 The Bank of New York As Trustee By: ____________________ Name: Title: Authorized
Officer 12  25




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ASSIGNMENT FORMFor value receivedhereby sells, assigns and transfers unto (Please insert social security orother
identifying number of assignee)  (Please print or type name and address,including zip
code, of assignee:) the within Note and does hereby irrevocably constitute and appoint
Attorney to transfer the Note on the books of the Note Registrar with full power
of substitution in the premises.  Date:
    Your Signature: (Sign exactly as your nameappears on the face of
this Note) 13  26




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Exhibit B Form of Standby Purchase Agreement   [SEE EXHIBIT 4.1 TO THIS FORM 6-K] 14  26