Exhibit 2.46
 AMENDED AND RESTATED FIRST SUPPLEMENTAL INDENTURE
 Amended and Restated First
Supplemental Indenture th Company Trustee sociedade de economia mista Petrobras
 W I T N E S S E T H:
 WHEREAS Original Indenture First Supplement Original Notes
 WHEREAS
 WHEREAS Reopening Notes Notes Registration Statement Offering Document Amended and Restated First Supplemental Indenture Indenture
 WHEREAS
 WHEREAS




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Amended and Restated Standby Purchase Agreement Holders
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE,
 ARTICLE 1
 Defined Terms
 Additional Definitions
   2




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3




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4




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ARTICLE 2
 General
 Title
 Aggregate Amount pari passu
 5




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Ranking pari passu
 Maturity Stated Maturity
 Interest: Interest Payment
Date
 Default Rate Default Rate
 6




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Payment Account Payment Account
 Form and Denomination
 Amended and Restated Standby Purchase Agreement
 Rating
 Optional Early Redemption
 Early Redemption Solely for Tax Reasons
 7




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Conversion
 Amendments to Article Five Relating to Events of Default. Restated
Events of Default
  Events of Default
    8




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9




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concordata
     . Amendments to Article 10 Relating to Covenants.
 Statement of Officers as to Default and Notices of Events of Default
  Additional Covenants Applicable to the Notes
 Use of Proceeds
  10




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Negative Pledge
  Currency Rate Indemnity
   Judgment Currency Denomination
Currency
 11




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. Application of the Article of the Indenture Regarding Defeasance and Covenant
Defeasance.
 ARTICLE 3
 Execution
 Enforcement.
  Definition of the Term Securities.
 ARTICLE 4
 12




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Effect of the Amended and Restated First Supplemental Indenture.
 Governing Law
 Trustee Makes No Representation.
 Effect of Headings.
 Counterparts.
  13




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PETROBRAS INTERNATIONAL FINANCE COMPANYBy:Name:Title:PETRÓLEO BRASILEIRO S.A.  PETROBRASBy:Name:Title:WITNESSES:1.Name:2.Name:




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THE BANK OF NEW YORK, as TrusteeBy:Name:Title:WITNESSES:1.Name:2.Name:




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




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




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Exhibit A
 Form of 5.875% Global Note due 2018
 GLOBAL NOTE




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PETROBRAS INTERNATIONAL FINANCE COMPANY
 5.875% GLOBAL NOTES DUE 2018
 
 Principal Amount: US$Issuance Date: January 11, 2008
 Issuer Notes  Amended and Restated First Supplemental
Indenture Trustee sociedade de economia mista Petrobras Original
Indenture Indenture
 DTC
 Interest Payment Date




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PETROBRAS INTERNATIONAL FINANCE COMPANYBy:Name:Title:WITNESSES:1.Name:2.Name:




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




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CERTIFICATE OF AUTHENTICATION
  
 The Bank of New YorkAs TrusteeBy:Name:Title: Authorized Officer




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Date:
    
    Your Signature:(Sign exactly as your nameappears on the face of this Note)




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Exhibit B
 Form of Standby Purchase Agreement