Table of Contents


Exhibit 2.33          AMENDED AND RESTATED GUARANTY Dated as of February 10, 2012 between PETRÓLEO BRASILEIRO S.A.—PETROBRAS, as Guarantor, and THEBANKOF NEW YORK MELLON, as Trustee for the Noteholders Referred to Herein


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Table of Contents SECTION 1.

   Definitions

   2SECTION 2.

   Guaranty

   8SECTION 3.

   Guaranty Absolute

   9SECTION 4.

   Independent Obligation

   10SECTION 5.

   Waivers and Acknowledgments

   11SECTION 6.

   Claims Against the Issuer

   12SECTION 7.

   Representations and Warranties

   12SECTION 8.

   Covenants

   20SECTION 9.

   Amendments, Etc

   23SECTION 10.

   Indemnity

   24SECTION 11.

   Notices, Etc

   24SECTION 12.

   Survival

   25SECTION 13.

   No Waiver; Remedies

   25SECTION 14.

   Continuing Agreement; Assignment of Rights Under the Indentureand the Notes

   25SECTION 15.

   Currency Rate Indemnity

   26SECTION 16.

   Governing Law; Jurisdiction; Waiver of Immunity, Etc

   27SECTION 17.

   Execution in Counterparts

   29SECTION 18.

   Entire Agreement

   29   i


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The Guaranty dated as of March 31, 2010 (the “Original Guaranty”) is hereby amended and restated in its entirety as follows: AMENDED AND RESTATED GUARANTY AMENDED AND RESTATED GUARANTY (this “Amended and Restated Guaranty”), dated as of February 10, 2012, between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Guarantor”), asociedade de economia mistaorganized 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 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 amended and restated first supplemental indenture dated as of January 11, 2008, among the Issuer, the Guarantor and the Trustee (the “Reopening Supplemental Indenture”), as further supplemented by the amended and restated  first supplemental indenture dated as of March 31, 2010, among the Issuer, the Guarantor and the Trustee (the “2010 Amended and Restated First Supplemental Indenture”), and as further supplemented by the thirteenth supplemental indenture dated as of the date hereof, among the Issuer, the Guarantor and the Trustee (the “Thirteenth Supplemental Indenture”).  The Original Indenture, as supplemented by the 2010 Amended and Restated First Supplemental Indenture and the Thirteenth Supplemental Indenture and as amended or supplemented from time to time with respect to the Notes, is hereinafter referred to as the “Indenture”; WHEREAS, the Issuer has duly authorized the issuance of its notes in such principal amount or amounts as may from time to time be authorized in accordance with the Indenture and has, as of January 11, 2008, issued an additional U.S.$750,000,000 aggregate principal amount of its 5.875% Global Notes due 2018 (the “Reopening Notes”) under the Original Indenture as supplemented by the Reopening Supplemental Indenture (the “Reopening Indenture”).  The Reopening Notes are consolidated, form a single series and are fully fungible with the Company’s outstanding 5.875% Global Notes due 2018 originally issued on November 1, 2007 under the Original Indenture as supplemented by the first supplemental indenture, dated as of November 1, 2007, by and among the Issuer, the Guarantor and the Trustee (the “First Supplemental Indenture”), in the aggregate principal amount of U.S.$1,000,000,000 (the “Original Notes” and, together with the Reopening Notes, the “Notes”);  1


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WHEREAS, the Guarantor, in its capacity as the Standby Purchaser (the “Standby Purchaser”), had entered into the Amended and Restated Standby Purchase Agreement (the “Amended and Restated Standby Purchase Agreement”) on January 11, 2008 in order to provide the holders of the Notes (the “Noteholders”) with assurances that, if the Issuer shall fail to make all required payments of principal, interest or other amounts due in respect of the Notes and the Indenture, the Standby Purchaser would be obligated, without any action on the part of the Noteholders, to immediately purchase the rights of the Noteholders to receive such amounts in consideration of the payment by the Standby Purchaser of an amount of funds equal to the amounts then owed by the Issuer under the Indenture and the Notes, subject to the provisions thereof; WHEREAS, the Guarantor replaced the Amended and Restated Standby Purchase Agreement with the Original Guaranty on March 31, 2010 in order to provide the Noteholders with an irrevocable and unconditional guaranty that, if the Issuer shall fail to make any required payments of principal, interest or other amounts due in respect of the Notes and the Indenture, the Guarantor will pay any such amounts whether at stated maturity, or earlier or later by acceleration or otherwise; WHEREAS, the Guarantor wishes to amend the Original Guaranty to replace the term “U.S. GAAP” by “Reporting GAAP” in certain sections hereof; WHEREAS, theGuarantoragrees that it has and will derive substantial direct and indirect benefits from the issuance of the Notes by the Issuer; WHEREAS, each of the parties hereto is entering into this Amended and Restated Guaranty for the benefit of the other party and for the equal and ratable benefit of the Noteholders; WHEREAS, Section 9 of the Original Guaranty and Section 9.01 of the Indenture provide that the Trustee and the Guarantor may enter into amendments to the Original Guaranty and the Indenture provided that such action does not adversely affect the interests of the Noteholders in any material respect. NOW, THEREFORE, theGuarantorand 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 Indenture, as supplemented. All such definitions shall be read in a manner consistent with the terms of this Amended and Restated Guaranty. (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 vote25% 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 ofvoting securities, by contract or otherwise.  2


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“Authorized Representative” of theGuarantoror 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. “Base Prospectus” has the meaning set forth in the definition of Registration Statement herein. “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 Section15(b). “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Final Offering Document” has the meaning specified in Section 7(d). “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 Section15(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 Amended and Restated Guaranty or any other Transaction Document or (c) the ability of the Guarantor to perform its obligations under this Amended and Restated 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 Amended and Restated Guaranty or any of the other Transaction Documents. “Material Subsidiary” means, as to any Person, any Subsidiary of such Person which, on any given date of determination, accounts for more than 15% of 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).  3


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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 theGuarantor, whether or not such counsel is an employee of theGuarantor. “Permitted Free Writing Prospectus”has the meaning set forth in the preamble to the Underwriting Agreement among the Issuer, the Guarantor, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and BNP Paribas Securities Corp., dated January 8, 2008 related to the offering of the Reopening Notes. “Permitted Lien” means a: (i)  Lien granted in respect of Indebtedness owed to the Brazilian government,Banco Nacional de Desenvolvimento Econômico e Socialor 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;  4


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(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 Amended and Restated First Supplemental Indenture; (x)  Lien resulting from the Transaction Documents; (xi)  Lien incurred in connection with the issuance of debt or similar securities of a type comparable to those already issued by the 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. “Pre-Pricing Prospectus” means each preliminary prospectus supplement, in the form so furnished to the Underwriters, including the Base Prospectus, and the documents incorporated by reference therein. “Process Agent”has the meaning specified inSection 16(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.  5


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“Prospectus Supplement” has the meaning specified in Section 7(d). “Qualifying Asset” in relation to any Project Financing means: (i)         any concession, authorization or other legal right granted by any Governmental Authority to the Guarantor or any of the Guarantor’s Subsidiaries, or any consortium or other venture in which the Guarantor or any Subsidiary has any ownership or other similar interest; (ii)        any drilling or other rig, any drilling or production platform, pipeline, marine vessel, vehicle or other equipment or any refinery, oil or gas field, processing plant, real property (whether leased or owned), right of way or plant or other fixtures or equipment; (iii)       any revenues or claims which arise from the operation, failure to meet specifications, failure to complete, exploitation, sale, loss or damage to, such concession, authorization or other legal right or such drilling or other rig, drilling or production platform, pipeline, marine vessel, vehicle or other equipment or refinery, oil or gas field, processing plant, real property, right of way, plant or other fixtures or equipment or any contract or agreement relating to any of the foregoing or the Project Financing of any of the foregoing (including insurance policies, credit support arrangements and other similar contracts) or any rights under any performance bond, letter of credit or similar instrument issued in connection therewith; (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. “Reopening Transaction Documents” means, collectively, the Reopening Indenture, the Notes and the Amended and Restated Standby Purchase Agreement. “Registration Statement” means the registration statement on Form F-3 under the Securities Act, initially dated December 18, 2006, filed with the SEC (File No. 333-139459-01) covering the registration of the Notes under the Securities Act and including the related base prospectus in the form dated December 18, 2006 (the “Base Prospectus”) at the time such registration statement was declared effective by the SEC, as amended to the date hereof (including any post-effective amendment that includes a prospectus or prospectus supplement), together with any documents incorporated by reference therein.  6


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“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. “Securities Act” means the United States Securities Act of 1933, as amended. “Successor Company” has the meaning specified in Section 8(f)(A). “Termination Date”has the meaning specified in Section 6. “TIA” means the United States Trust Indenture Act of 1939, as amended. “Transaction Documents” means, collectively, the Indenture, the Notesand this Amended and Restated Guaranty. “Underwriters” means Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and BNP Paribas Securities Corp., acting as such under the Underwriting Agreement. “Underwriting Agreement” has the meaning specified in Section 7(b). “U.S. GAAP” means generally accepted accounting principles in effect in the United States of America applied on a basis consistent with the principles, methods, procedures and practices set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. (c)Construction. The parties agree that items (1) through (5) of Section 1.01 of the Indenture shall apply to this Amended and Restated Guaranty, except as otherwise expressly provided or unless the context otherwise requires.   7


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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 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 Amended and Restated Guaranty with respect to such Guaranteed Obligations.  Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer. (b)        In the event that the Issuer does not make payments to the Trustee of all or any portion of the Guaranteed Obligations, upon receipt of notice of such non-payment 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 Notes.  Such notice shall specify the amount or amounts under the Indenture and the Notes that were not paid on the date that such amounts were required to be paid under the terms of the Indenture and the Notes. (c)        The obligation of the Guarantor under this Amended and Restated 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 anyEvent of Default under the Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shall terminate following payment by the Issuer and/or the Guarantor of the entire principal, all accrued interest and all other amounts due and owing in respect of the Notes and the Indenture.  All amounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediately available funds to the Trustee. All payments actually received by the Trustee pursuant to this Section 2 after 1:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Amended and Restated Guaranty, to have been received by the Trustee on the next succeeding Business Day.   8


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SECTION 3.GuarantyAbsolute (a)        The Guarantor’s obligations under this Amended and Restated Guarantyare absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the Indenture.  The obligations of theGuarantorunder or in respect of thisAmended and Restated Guarantyare independent ofthe Guaranteed Obligations oranyotherobligations of the Issuer, the Issuer’s Subsidiariesor the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against theGuarantorto enforce thisAmended and Restated 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 theGuarantorunder thisAmended and Restated Guarantyshall be irrevocable, absolute and unconditional irrespective of, and theGuarantorhereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i)any lack of validity or enforceability of any of the Transaction Documents; (ii)any provision of applicableLawor regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii)any provision of applicableLawor regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv)any change in the time, manner or place of payment of, or in any other term of, all or any of theGuaranteedObligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result offurther issuances,any rescheduling of the Issuer’s obligations under the Notesofthe 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 thisAmended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi)any manner of sale or other disposition of any assets of any Noteholder; (vii)any change, restructuring or termination of the corporate structure or existence of the Issuer or theGuarantoror any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or theGuarantor;   9


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(viii)any failure of the Trustee to disclose to theGuarantorany information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (theGuarantorhereby 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 otherguarantyor 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 theGuarantoror any other party; or (xi)any claim of set-off or other right which theGuarantormay have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b)ThisAmended and Restated Guarantyshall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of theGuaranteedObligations 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 theGuarantoror otherwise, all as though such payment had not been made. SECTION 4.Independent Obligation The obligations of theGuarantorhereunder are independent of the Issuer’s obligations under the Notes and the Indenture.  The Trustee, on behalf of the Noteholders, may neglect or forbear to enforce payment under the Indenture and the Notes, without in any way affecting or impairing the liability of theGuarantorhereunder.  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 theGuarantorof all amounts contemplated inSection2 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 theGuarantor.  Without limiting the generality of the foregoing, the Trustee shall have the right to bring a suit directly against theGuarantor, either prior or subsequent to or concurrently with any lawsuit against, or without bringing suit against, the Issuer.   10


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SECTION 5.Waivers and Acknowledgments (a)TheGuarantorhereby 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 theGuaranteedObligations and thisAmended and Restated Guarantyand 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)TheGuarantor hereby unconditionally and irrevocably waives any right to revoke this Amended and Restated Guaranty and acknowledges that this Amended and Restated 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 adverselyaffects the subrogation, reimbursement, exoneration, contribution or indemnification rights of theGuarantoror other rights of theGuarantorto 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 theGuaranteedObligations of theGuarantorhereunder. (d)TheGuarantorhereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to theGuarantorany matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e)        The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f)        The recitals contained in thisAmended and Restated Guarantyshall 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 thisAmended and Restated Guaranty, of any offering materials, the Indenture or of the 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.  11


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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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Guaranty and (b) the date on which all of the obligations of the Issuer under the Indenture and the Notes have been discharged in full (the later of such dates being the “Termination Date”), such amount shall be paid over to and received and held by the Trustee in trust for the benefit of the Noteholders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Trustee in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Amended and Restated 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 Amended and Restated 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 Amended and Restated Guaranty. SECTION 7.Representations and Warranties.  The Guarantor made the following representations and warranties to the Trustee on behalf of the Noteholders as of the date of the Amended and Restated Standby Purchase Agreement, all of which shall survive the execution and delivery of this Amended and Restated Guaranty: (a)        Any and all conditions and requirements necessary to make the Reopening Supplemental Indenture a valid, binding, and legal instrument in accordance with the terms of the Reopening Indenture (including the requirements of Section 2.01(b) of the First Supplemental Indenture) have been performed, satisfied and fulfilled and the execution and delivery of the Reopening Supplemental Indenture has been in all respects duly authorized.  12


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(b)        The Issuer and the Standby Purchaser (collectively, the “Companies”) and the transactions contemplated in the Underwriting Agreement dated as of January 8, 2008 among the Standby Purchaser, the Issuer and the Underwriters (the “Underwriting Agreement”) in connection with the offer and sale of the Reopening Notes meet the requirements set forth in Form F-3 under the Securities Act for use of the Registration Statement in connection with the offering of the Reopening Notes that are the subject of this Agreement. (c)        The Standby Purchaser and the Issuer have filed the Registration Statement with the SEC, the Registration Statement has been declared effective under the Securities Act, no stop order suspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Final Offering Document or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement has been issued, and no proceedings for such purposes have been instituted or, to the best of the Companies’ knowledge, threatened by the SEC. (d)       The Standby Purchaser and the Issuer filed with the SEC on January 9, 2008 pursuant to Rule 424(b) under the Securities Act a final form of supplement to the Base Prospectus (the “Prospectus Supplement”) dated December 18, 2006 relating to the Reopening Notes and the distribution thereof.  The Base Prospectus as supplemented by the Prospectus Supplement in the form in which it was filed with the SEC pursuant to Rule 424(b), together with any documents incorporated by reference therein, is herein referred to as the “Final Offering Document”. (e)        Each of the Companies has filed all the documents required to be filed by it with the SEC pursuant to the Exchange Act, including but not limited to the annual reports on Form 20F for the year ended December 31, 2006 and Forms 6-K in connection with their respective financial statements for the three months ended March 31, 2007, the six months ended June 30, 2007 and the nine months ended September 30, 2007.  Each document filed or to be filed by the Companies under the Exchange Act complied and will comply when so filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the SEC and the documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Final Offering Document, at the time they were or hereafter are filed with the SEC, complied and will comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. (f)        The Original Indenture, the Reopening Supplemental Indenture and the Amended and Restated Standby Purchase Agreement have been qualified under the TIA, and all filings and other actions required under the TIA to permit the use of the Reopening Indenture, the issuance of the Notes thereunder and the execution by the Standby Purchaser and the Trustee of the Amended and Restated Standby Purchase Agreement have been made and taken prior to the date of the Amended and Restated Standby Purchase Agreement. (g)        Prior to the termination of the offering of the Reopening Notes, neither the Standby Purchaser nor the Issuer has filed any amendment to the Registration Statement or supplement to the Final Offering Document which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.  13


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(h)        Each of the Registration Statement, as amended, as of the time it became effective under the Securities Act, and the Final Offering Document as amended or supplemented as of the date of the Amended and Restated Standby Purchase Agreement, contained and contains all disclosures required under applicable laws, including the Securities Act and the rules and regulations thereunder.  Neither (i) the Registration Statement, as amended, as of the time it became effective under the Securities Act nor (ii) the Final Offering Document as amended or supplemented as of the date of the Amended and Restated Standby Purchase Agreement (including, for this purpose, documents incorporated by reference therein) contains or will contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Notwithstanding the foregoing, the Standby Purchaser does not make any representation or warranty as to the information contained in or omitted from the Registration Statement or the Final Offering Document in reliance upon and in conformity with information furnished in writing to the Standby Purchaser and the Issuer by any Underwriter, specifically for inclusion therein, which shall consist solely of the first and fifth paragraphs under the captions “Plan of Distribution” in the Prospectus Supplement. (i)         Neither the Issuer nor the Standby Purchaser is an “investment company” as such term is defined in the United States Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.  After giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Registration Statement and the Final Offering Document neither the Issuer nor the Standby Purchaser will be an “investment company” as such term is defined in the United States Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder. (j)         Neither the Standby Purchaser, nor any of its Affiliates, nor any person acting on their behalf (other than the Underwriters as to which the Standby Purchaser makes no representation or warranty), has paid or agreed to pay to any person any compensation for soliciting another to purchase (i) the Notes or (ii) any other securities of the Standby Purchaser or the Issuer within the last 90 days, except in the case of either (i) or (ii) as contemplated by the Underwriting Agreement. (k)        Neither the Standby Purchaser, nor any of its Affiliates, nor any person acting on their behalf (other than the Underwriters as to which the Standby Purchaser makes no representation or warranty), has, directly or indirectly, taken any action designed to cause or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Standby Purchaser or the Issuer to facilitate the initial sale or resale of the Notes under the Exchange Act, or otherwise.  14


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(l)         The Standby Purchaser has been duly organized and is validly existing as asociedade de economia mista(mixed-capital company) in good standing (to the extent that good standing is applicable under applicable Law) under the Laws of Brazil.  Each of the Standby Purchaser’s Significant Subsidiaries (as defined in Rule 12b-2 under the Exchange Act) has been duly incorporated and is validly existing as a corporation in good standing (to the extent relevant) under the Laws of the jurisdiction in which it is chartered or organized.  Each of the Standby Purchaser and its Significant Subsidiaries is licensed (if and to the extent required by law) and has the full corporate power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement and the Final Offering Document and to enter into and perform its obligations under the Amended and Restated Standby Purchase Agreement and the other Reopening Transaction Documents to which it is a party, and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction which requires such qualification, except, in the case of its Significant Subsidiaries other than the Issuer, where the failure to be so qualified will not have a Material Adverse Effect.  The Standby Purchaser owns, directly or indirectly, all of the outstanding equity interests of the Issuer and its other Significant Subsidiaries. (m)       All the outstanding shares of capital stock, if any, of each Subsidiary of the Standby Purchaser have been duly and validly authorized and issued and are fully paid and non-assessable except, in the case of the Subsidiaries (other than the Issuer), as would not have a Material Adverse Effect, and all outstanding shares of capital stock of the Subsidiaries are owned by the Companies, as the case may be, either directly or through wholly owned Subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (n)        The Standby Purchaser’s capitalization is as set forth in the Final Offering Document. (o)        There have been no material changes with respect to the matters disclosed in “Item 11.  Qualitative and Quantitative Disclosure About Market Risk” in the Form 20-F of the Standby Purchaser for the year ended December 31, 2006, except as otherwise specified in the Final Offering Document. (p)        The Amended and Restated Standby Purchase Agreement has been duly authorized, executed and delivered by the Standby Purchaser; each of the Amended and Restated Standby Purchase Agreement, the Reopening Supplemental Indenture and each other document executed and delivered in connection therewith to which the Standby Purchaser is party has been duly authorized and, assuming due authorization, execution and delivery thereof by each other party to those Reopening Transaction Documents (other than the Standby Purchaser), when executed and delivered by the Standby Purchaser, will constitute a legal, valid and binding agreement of the Standby Purchaser, enforceable against the Standby Purchaser in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); and the descriptions of the Reopening Transaction Documents in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document fairly summarize the rights and obligations of the parties thereto.  15


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(q)        The Notes have been duly authorized, and, when issued under the Reopening Indenture, authenticated by the Trustee and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will have been duly executed, issued and delivered and will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity and will be entitled to the benefits provided by the Reopening Indenture as described in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document. (r)        The Notes will constitute the general unsecured and unsubordinated obligations of the Issuer and will rankpari passuin priority of payment and in right of seniority with all other unsecured and unsubordinated obligations of the Issuer that are not, by their terms, expressly subordinated in right of payment to the Notes, except for statutory liens and preferences.  The obligations of the Standby Purchaser under the Amended and Restated Standby Purchase Agreement will constitute the general unsecured and unsubordinated obligations of the Standby Purchaser and will rankpari passuin priority of payment and in right of seniority with all other unsecured and unsubordinated obligations of the Standby Purchaser that are not, by their terms, expressly subordinated in right of payment to the rights of the Trustee, except for statutory liens and preferences. (s)        No consent, approval, authorization, filing with or order of any Governmental Authority is required for (i) the valid authorization, issuance, sale and delivery of the Notes or (ii) the execution, delivery or performance by the Issuer and the Standby Purchaser of any of their respective obligations under any of the Reopening Transaction Documents in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document, including, without limitation, making any of the applicable payments required to be made after the date of the Amended and Restated Standby Purchase Agreement under or in respect of any of the Reopening Transaction Documents, except for (i) the filing of the Prospectus Supplement pursuant to Rule 424(b) under the Securities Act, which has been effected prior to the date of the Amended and Restated Standby Purchase Agreement, (ii) such consents as may be required under state or foreign securities or blue sky laws and (iii) such filings or consents as may be required by the by-laws and rules of the Financial Industry Regulatory Authority in connection with the use of the Base Prospectus for issuances of securities by the Standby Purchaser and the Issuer and the purchase and distribution of the Notes by the Underwriters and the confirmation by the Financial Industry Regulatory Authority that it has no objection with respect to the fairness and reasonableness of the underwriting terms and arrangements, each of which has, to the best of the Companies’ knowledge been obtained and is in full force and effect.  16


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(t)        Neither the Issuer nor the Standby Purchaser is currently in violation of its charter, by-laws or comparable organizational documents; neither the issuance and sale of the Notes, the execution and delivery of any of the Reopening Transaction Documents or the consummation of any of the transactions described or contemplated therein, or the fulfillment of the terms thereof will conflict with, or give rise to any right to accelerate the maturity or require the prepayment, repurchase or redemption of any indebtedness under, or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Companies or any of their Material Subsidiaries pursuant to, (i) the charter, by-laws or comparable organizational documents of either of the Issuer or the Standby Purchaser or any of their Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Issuer or the Standby Purchaser or any of their Subsidiaries is a party or is bound or to which any of their property or assets is subject or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Issuer or the Standby Purchaser or any of their Subsidiaries, except in the case of clauses (ii) or (iii) such as could not reasonably be expected to have a Material Adverse Effect. (u)        The consolidated historical financial statements of the Issuer and the Standby Purchaser and their consolidated Subsidiaries included or incorporated by reference in the Final Offering Document, together with the related notes, have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and present fairly in all material respects the financial condition, results of operations and cash flows of the Issuer and the Standby Purchaser as of the dates and for the periods indicated.  Except as disclosed in the Pre-Pricing Prospectus and the Final Offering Document, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of either of the Issuer or the Standby Purchaser and their consolidated Subsidiaries, taken as a whole, since December 31, 2006.  The segment data and other financial and statistical information incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document present fairly the information included therein and have been prepared on a basis consistent with that of the financial statements that are incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document and the books and records of the respective entities presented therein. (v)        There are no pro forma or consolidated financial statements or other financial statements or data which are required to be included or incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document in accordance with Regulation S-X under the Securities Act which have not been included as so required. (w)       The statistical, industry-related and market-related data included in the Pre-Pricing Prospectus and the Final Offering Document are based on or derived from sources which the Standby Purchaser and the Issuer reasonably and in good faith believe are reliable and accurate, and such data agree with the sources from which they are derived.  17


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(x)        Except as set forth or contemplated in the Pre-Pricing Prospectus and the Final Offering Document, neither of the Issuer or the Standby Purchaser has entered into any transaction or agreement (whether or not in the ordinary course of business) material to either of the Issuer or the Standby Purchaser individually or the Issuer and the Standby Purchaser taken as a whole with their consolidated Subsidiaries. (y)        No action, suit or proceeding by or before any Governmental Authority involving the Issuer or the Standby Purchaser or any of their Subsidiaries or their property or assets is pending or, to the best knowledge of the Standby Purchaser, threatened, involving or in any way relating to (i) the Amended and Restated Standby Purchase Agreement, any of the other Reopening Transaction Documents or the transactions contemplated therein or (ii) any other matter that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Pre-Pricing Prospectus and the Final Offering Document.  Neither the Issuer, the Standby Purchaser or any of their Subsidiaries is in violation of or in default with respect to any applicable statute (including, without limitation, any applicable provision of the Sarbanes-Oxley Act, including any rules and regulations thereunder or related thereto), rule, writ, injunction, decree, order or regulation of any Governmental Authority having jurisdiction over such Person which is reasonably likely to have a Material Adverse Effect. (z)        Each of KPMG Auditores Independentes and Ernst & Young Auditores Independentes (who have certified the financial statements of the Issuer and the Standby Purchaser and supporting schedules and information of Standby Purchaser and the Issuer and their consolidated Subsidiaries and delivered their report with respect to the audited and unaudited consolidated financial statements and other financial information included in the Final Offering Document relating to the Issuer and the Standby Purchaser and their consolidated Subsidiaries) are, and in the case of Ernst & Young Auditores Independentes, were, at the time it served as auditors of the Issuer and Standby Purchaser, independent public accountants within the meaning of the Code of Professional Conduct of the American Institute of Certified Public Accountants and the applicable requirements of the Regulation S-X under the Securities Act and the Exchange Act and, in the case of KPMG Auditores Independentes, and Ernst & Young Auditores Independentes are certified public accountants with respect to the Standby Purchaser and the Issuer under the standards established by the local authorities in the Cayman Islands and Brazil. (aa)      Each of the Issuer and the Standby Purchaser and their respective Subsidiaries has filed or caused to be filed all tax returns which to the knowledge of the Issuer and the Standby Purchaser are required to be filed, and has paid all taxes shown to be due and payable on said returns or on any assessments made against such person or any of its respective properties and all other taxes, assessments, fees or other charges imposed on such person or any of its respective properties by, and Governmental Authority (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with generally accepted accounting principles have been provided on the books of such person); and no material tax liens or material liens with respect to any assessments, fees or other charges have been filed and, to the knowledge of such person, no material claims are being asserted with respect to any such taxes, assessments, fees or other charges.  18


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(bb)      The indemnification and contribution provisions set forth in Section 14 of the Amended and Restated Standby Purchase Agreement do not contravene Brazilian or Cayman Islands or public policy. (cc)      The submission of the Issuer and the Standby Purchaser to the non-exclusive jurisdiction of the courts of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York (each, a “New York court”) in Section 18 of the Amended and Restated Standby Purchase Agreement, in the case of the Standby Purchaser, and, as applicable, under each of the Reopening Transaction Documents is legal, valid and binding under the laws of Brazil and the Cayman Islands; the appointment of the Standby Purchaser’s New York Branch located at 570 Lexington Avenue, 43rd Floor, New York, New York 10022 as its authorized agent for the purpose described in Section 18 of the Amended and Restated Standby Purchase Agreement and under each of the other Reopening Transaction Documents is legal, valid and binding under the laws of Brazil and the Cayman Islands; and the choice of law provision set forth in Section 18 of the Amended and Restated Standby Purchase Agreement and in each Reopening Transaction Document is legal, valid and binding under the laws of Brazil and the Cayman Islands.  Any final judgment of a New York court in respect of any amount payable by the Issuer and the Standby Purchaser under any Reopening Transaction Document and which conforms with Brazilian or Cayman Island, as applicable, law, rule, regulation or public policy and with the provisions for enforcement of foreign judgments set forth in the Final Memorandum be enforceable in the courts of Brazil and the Cayman Islands without reexamination of the merits. (dd)     Both presently and immediately after giving effect to the transactions contemplated under the Amended and Restated Standby Purchase Agreement and in the Final Offering Document, each of the Issuer and the Standby Purchaser (i) is and will be able to pay its debts as they become due and (ii) is not insolvent as defined under applicable Brazilian bankruptcy, insolvency or similar law or Cayman Islands bankruptcy, insolvency or similar law. (ee)      The Standby Purchaser has, independently and without reliance upon any Noteholder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Amended and Restated Standby Purchase Agreement and each other Reopening Transaction Document to which it is or is to be a party, and the Standby Purchaser has established adequate means of obtaining from the Issuer on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of the Issuer.  19


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SECTION 8.Covenants For so long as the Notes remain outstanding or any amount remains unpaid on the Notes and the Indenture, the Guarantor will, and will cause each of its Subsidiaries to, comply with the terms and covenants set forth below (except as otherwise provided in a duly authorized amendment to this Amended and Restated Guaranty as provided herein): (a)Performance of Obligations.  TheGuarantorshallpay all amounts owed by it and comply with all its other obligations under the terms ofthisAmended and Restated Guarantyand the Indenture in accordance with the terms thereof. (b)Maintenance of Corporate Existence.  TheGuarantorwill, and will cause each of its Subsidiaries to, (i) maintain in effect its corporate existence and all registrations necessary therefor except as otherwise permitted by Section 8(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 8(b) shall not require theGuarantorto maintain or cause any Subsidiary to maintain any such right, privilege, title to property or franchise or require the Guarantor to preserve the corporate existence of any Subsidiary, if, in each case, the failure to do so does not, and will not, have a Material Adverse Effect. (c)Maintenance of Office or Agency.So long as any of the Notes are outstanding, the Guarantorwill maintain in the Borough of Manhattan, The City of New York, an office or agency where notices to and demands upon theGuarantorin respect of thisAmended and Restated Guarantymay be served, and theGuarantorwill not change the designation of such office without priorwrittennotice to the Trustee and designation of a replacement office in the same general location. (d)Ranking.  TheGuarantorwill ensure at all times that its obligations under thisAmended and Restated Guarantywill constitute the generalseniorunsecured and unsubordinated obligations of theGuarantorand will rankpari passu, without any preferences among themselves, with all other present and futureseniorunsecured and unsubordinated obligations of theGuarantor(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 thisAmended and Restated Guaranty. (e)Notice ofDefaults.  TheGuarantorwill givewrittennotice to the Trustee, as soon as is practicable and in any event within ten calendar days after theGuarantorbecomes aware, or should reasonably become aware, of the occurrence of any Default or Event of Default, accompanied by a certificate ofanofficer of theGuarantorsetting forth the details thereof and stating what action theGuarantorproposes to take with respect thereto.   20


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(f)Limitation on Consolidation, Merger, Sale or Conveyance.  (i) TheGuarantorwill 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 orrevenuesto anyperson or entity(other than a direct or indirect Subsidiary of theGuarantor) or permit anyperson or entity(other than a direct or indirect Subsidiary of theGuarantor) to merge with or into it,unless: (A)       either theGuarantoris the continuing entity or theperson (the “Successor Company”)formed by such consolidation or into which theGuarantoris merged or that acquired or leased such property or assets of theGuarantor willassume (jointly and severally with theGuarantorunless theGuarantorshall have ceased to exist asa resultof such merger, consolidation or amalgamation), by an amendment to thisAmended and Restated Guaranty(the form and substance of which shall be previously approved by the Trustee), all of theGuarantor’s obligations under thisAmended and Restated Guaranty; (B)       the Successor Company (jointly and severally with theGuarantorunless theGuarantorshall 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 Notespursuant to this Amended and Restated Guaranty; (C)       immediately after giving effect tosuchtransaction, no Event of Default,  and no Default has occurred and is continuing; (D)       theGuarantorhas delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating thatsuch merger consolidation, sale, transfer or other conveyance or dispositionand the amendment to thisAmended and Restated Guarantycomply with the terms of thisAmended and Restated Guarantyand that all conditions precedent provided forhereinand relating to such transaction have been complied with; and (E)       the Guarantor has delivered notice of any such transaction to Moody’s (which notice shall contain a description of such merger, consolidation or conveyance). (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 therefromand the Guarantor has delivered notice of any such transaction to Moody’s and the Trustee (which notice shall contain a description of such merger, consolidation or conveyance): (A)       theGuarantormay merge, amalgamateor consolidate with or into, or convey, transfer, lease or otherwise dispose ofall or substantially all of its properties,assetsor revenuesto a direct or indirect Subsidiary of theGuarantorin cases when theGuarantoris the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on theGuarantorand its Subsidiaries taken as a whole, it being understood that if theGuarantoris not the surviving entity, theGuarantorshall be required to comply with the requirements set forth inthe previous paragraph; or  21


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(B)       any direct or indirect Subsidiary of theGuarantormay merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, anyperson (other than the Guarantor or any of its Subsidiaries or Affiliates)in cases when such transaction would not have a Material Adverse Effect on theGuarantorand its Subsidiaries taken as a whole; or (C)       any direct or indirect Subsidiary of theGuarantormay merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any direct or indirect Subsidiary of theGuarantor; or (D)       any direct or indirect Subsidiary of theGuarantormay liquidate or dissolve if theGuarantordetermines in good faith that such liquidation or dissolution is in the best interests of theGuarantor, and would not result in a Material Adverse Effect on theGuarantorand its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of theGuarantor. (g)Negative Pledge.  So long as any Note remains outstanding, the Guarantor will not create or permit any Lien, other than a Permitted Lien, on any of 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 thisAmended and Restated Guarantyor the Guarantor provides such other security for the 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 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 thisAmended and Restated Guarantyor the Guarantor or such Subsidiary provides such other security for the 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)TheGuarantorwill provide to the Trustee, in English or accompanied bya certifiedEnglish translation thereof, (A) within90calendar 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 ReportingGAAP, (B) within 120calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAPand (C) such other financial data as the Trustee may reasonably request.  22


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(ii)TheGuarantorwill provide, together witheach ofthe financial statements deliveredpursuant to Sections 8(h)(i)(A) and (B), an Officer’sCertificate stating that a review of the activitiesof the Guarantor and the Issuerhas been made during the period covered by such financial statements with a view to determining whether theGuarantor and the Issuer havekept, observed, performed and fulfilledtheircovenants and agreements under thisAmended and Restated Guarantyand the Indenture, as applicable, and that noDefault orEvent of Default has occurred during such periodor, 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 8(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. (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 9.Amendments,Etc. No amendment or waiver of any provision of thisAmended and Restated Guarantyand no consent to any departure by theGuarantortherefrom shall in any event be effective unless the same shall be in writing and signed by the Trustee and theGuarantor, 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 Amended and Restated Guaranty to determine whether the consent of Holders is required for an amendment and if so, the required percentage of Holders of the Notes required to approve the amendment.   23


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SECTION 10.Indemnity (a)        Without limitation on any other obligations of the Guarantor or remedies of the Trustee under this Amended and Restated Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Trustee and its officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with arising out of or as a result of this Amended and Restated Guaranty or of any failure of any Guaranteed Obligation to be the legal, valid and binding obligations of the Guarantor enforceable against it in accordance with their terms. (b)        The Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Guarantor or any of its Affiliates or any of their respective officers, directors, employees, agents and advisors, and the Guarantor hereby agrees not to assert any claim against any Indemnified Party on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Transaction Documents or any of the transactions contemplated by the Transaction Documents. (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 Amended and Restated Guaranty, or under the Indenture or the Notes or under any judgment or order. SECTION 11.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) 815-5616, 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 Amended and Restated Guaranty shall be effective as delivery of an original executed counterpart thereof.  24


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(b)        All payments made by the Guarantor to the Trustee hereunder shall be made to the Payment Account (as defined in the Indenture). SECTION 12.Survival Without prejudice to the survival of any of the other agreements of the Guarantor under this Amended and Restated 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 7, Section 10 and Section 15 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Amended and Restated Guaranty, the termination of this Amended and Restated Guaranty and/or the resignation or removal of the Trustee. SECTION 13.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 14.Continuing Agreement; Assignment of Rights Under the Indenture and the Notes ThisAmended and Restated Guarantyis a continuingguarantyand shall (a) remain in full force and effect until the later of (i) the repayment in full by the Issuer of all amounts due and owing under the Indenture with respect to the Notes and (ii) the repayment in full of allGuaranteedObligations and all other amounts payable under thisAmended and Restated Guaranty, (b) be binding upon theGuarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Trustee, on behalf of Noteholders, and their successors, transferees and assigns.  Without limiting the generality of clause (c) of the immediately preceding sentence, any Noteholder may assign or otherwise transfer its rights and obligations under the Indenture (including, without limitation, the Note or 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. TheGuarantorshall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Noteholders.   25


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SECTION 15.Currency Rate Indemnity (a)        TheGuarantorshall (to the extent lawful) indemnify the Trustee and the Noteholders and keep them indemnified against: (i)         in the case of nonpayment by theGuarantorof any amount due to the Trustee, on behalf of the Noteholders, under thisAmended and Restated Guarantyany 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 theGuarantor; 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 thisAmended and Restated Guarantyor in respect of the Notes is calculated for the purposes of any bankruptcy, insolvency or liquidation of theGuarantor, 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. (b)TheGuarantoragrees that, if a judgment or order given or made by any court for the payment of any amount in respect of itsobligationshereunder is expressed in a currency (the “Judgment Currency”) other than U.S. dollars (the “Denomination Currency”), it will indemnify the relevantHolder and the Trusteeagainst 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 theGuarantorfrom 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 orthe filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Guarantorfor a liquidated sum or sums in respect of amounts dueunder thisAmended and Restated Guaranty, or under the Indenture or the Notesor under any judgment or order.   26


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SECTION 16.Governing Law; Jurisdiction; Waiver of Immunity, Etc. (a)This Amended and Restated Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. (b)TheGuarantorhereby irrevocably and unconditionally submits, for itself and its property,to the nonexclusive jurisdiction of anyNew York State court or federalcourt of the United Statesofsitting inNew YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to thisAmended and Restated Guarantyor 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 theGuarantorhereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any suchNew York State courtor, to the extent permitted by law, in suchfederal court.  The Guarantoragrees 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 thisAmended and Restated Guarantyor any other Transaction Document shall affect any right that any party may otherwise have to bring any action or proceedingagainst the Issuer or the Guarantor, as the case may be,relating to thisAmended and Restated Guarantyor any other Transaction Document in the courts of any jurisdiction. (c)TheGuarantorhereby irrevocably appoints and empowersthe New York office of Petróleo Brasileiro S.A., located at 570 Lexington Avenue, 43rd Floor, New York, New York 10022as 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 Statesfederalcourt sitting inthe Stateof New Yorkin the Borough of Manhattanand 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.  TheGuarantorwill 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 Agentand;should such Process Agent become unavailable for this purpose for any reason, theGuarantorwill promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (c).  TheGuarantorirrevocably consents and agrees to the serviceofany 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 11 or to any other address of which it shall have given notice pursuant to Section11or to its Process Agent.  Service upon theGuarantoror 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 theGuarantorshall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.   27


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(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 thisAmended and Restated Guarantyor 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)THEGUARANTORHEREBY IRREVOCABLY WAIVES ALLRIGHTTO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTION DOCUMENTS, THE ADVANCESOR THE ACTIONS OF ANY NOTEHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. (f)ThisAmended and Restated Guarantyand any other documents delivered pursuant hereto, and any actions taken hereunder, constitute commercial acts by theGuarantor.  TheGuarantorirrevocably 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 serviceofnotice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) for itself, the Issuer orany oftheirproperty, assets or revenues wherever located with respect to its obligations, liabilities or any other matter under or arising out of or in connection with thisAmended and Restated Guaranty, any of the Transaction Documentsor 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 alljurisdictions, 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.  28


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SECTION 17.Execution in Counterparts ThisAmended and Restated Guarantyand 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 thisAmended and Restated Guarantyby telecopier shall be effective as delivery of an original executed counterpart of thisAmended and Restated Guaranty. SECTION 18.Entire Agreement ThisAmended and Restated Guaranty, together with the Indenture and the Notes, sets forth the entire agreement of the parties hereto with respect to the subject matter hereof.  [Signature page follows]    29


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IN WITNESS WHEREOF, theGuarantorhas caused this Amended and RestatedGuarantyto be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. PETRÓLEO BRASILEIRO S.A. – PETROBRAS By:/s/ Sérvio Túlio da R. Tinoco Name: Sérvio Túlio da R. Tinoco            Title:   Chief Financial Officer   WITNESSES: 1. Name:  2./s/ Hernani M. Fortuna Name: Hernani M. Fortuna


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ACKNOWLEDGED: THEBANKOF NEW YORK MELLON, as Trustee and not in its individual capacity  By:/s/ John T. Needham, Jr.Name: John T. Needham, Jr.                   Title:  Vice President  WITNESSES:  1./s/ Karon Greene Name: Karon Greene  2./s/ Catherine F. Donohue Name: Catherine F. Donohue


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STATE OF NEW YORK                   ) )           ss: COUNTY OF NEW YORK              ) On this 10th day of February 2012, before me, a notary public within and for said county, personally appeared John T. Needham, Jr., to me personally known, who being duly sworn, did say that he is a Vice President of The Bank of New York Mellon, one of the persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said entity. On this 10th day of February 2012, before me personally came Karon Greene and Catherine F. Donohue to me personally known, who being duly sworn, did say that they signed their names to the foregoing instrument as witnesses. [Notarial Seal] /s/ Danny Lee Notary Public COMMISSION EXPIRES


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