Exhibit 2.42**AMENDED AND RESTATED FIFTH SUPPLEMENTAL INDENTURE**     AMENDED AND RESTATED FIFTH SUPPLEMENTAL INDENTURE (the “Fifth SupplementalIndenture”), initially dated as of October 6, 2006, as amended and restated as of February 7,2007, by and among PETROBRAS INTERNATIONAL FINANCE COMPANY, an exempted company incorporated withlimited liability under the laws of the Cayman Islands, having its principal office at4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, CaymanIslands (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, as successorto JPMorgan Chase Bank, N.A., as Trustee hereunder (the“Trustee”), and PETRÓLEO BRASILEIROS.A. – PETROBRAS, a mixed capital company (*sociedade de economia mista*) organized under the laws ofBrazil, having its principal office at Avenida República do Chile, 65, 20035-900 Rio de Janeiro –RJ, Brazil (“Petrobras”).**W I T N E S S E T H:**     **WHEREAS**, the Company and the Trustee previously have entered into an indenture, dated as ofJuly 19, 2002 (the “Original Indenture”, and as supplemented by this amended and restatedFifth Supplemental Indenture and any further supplements thereto, the “Indenture”),providing for the issuance from time to time of secured or unsecured debentures, notes or otherevidences of indebtedness of the Company to be issued in one or more series as provided in theIndenture;     **WHEREAS**, Section 9.01 of the Indenture provides that, subsequent to the execution of theOriginal Indenture and subject to satisfaction of certain conditions, the Company and the Trusteemay enter into one or more indentures supplemental to the Original Indenture to add to, change oreliminate any of the provisions of the Indenture in respect of one or more series of Securities (asdefined in the Indenture);     **WHEREAS**, the Company issued pursuant to its Registration Statement on Form F-3 (File No.333-118644) (the “Registration Statement”), originally dated August 30, 2004 and as amendedon September 7, 2004, November 8, 2004 and July 15, 2005, the Prospectus Supplement dated September29, 2006 and related Base Prospectus dated July 28, 2005 (collectively, the “OfferingDocument”) and the Indenture, U.S. $500,000,000 of its 6.125% Global Notes due 2016 (the“Original Notes”), having the terms and conditions contemplated in the Offering Document asprovided for in the Original Indenture, as supplemented by the fifth supplemental indenture datedOctober 6, 2006 (the “Original Fifth Supplemental Indenture”);     **WHEREAS**, the Company has duly authorized the execution and delivery of this amendment andrestatement of the Original Fifth Supplemental Indenture, to supplement the Original Indenture andprovide for the issuance of an additional U.S. $[ ] principal amount of 6.125% Global Notesdue 2016 in the form attached as Exhibit A hereto (the “Re-Opening Notes” and, togetherwith the Original Notes, the “Notes”) in connection with an exchange offer for up to$500,000,000 aggregate principal amount of the series of notes listed in Schedule A to the DealerManager Agreement dated as of January 4, 2007 between the Company and Petrobras and UBS SecuritiesLLC and Morgan Stanley & Co., Incorporated, as dealer managers, having terms and conditionscontemplated in the Exchange Offering Document and the Indenture;
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     **WHEREAS**, as contemplated in the Offering Document, Petrobras and the Trustee intend, inconnection with the issuance of the Notes, to (i) enter into an Amended and Restated StandbyPurchase Agreement, dated as of the date hereof in the form attached as Exhibit B hereto (the“Standby Purchase Agreement”), to provide the holders of the Notes (the “Holders”)with assurances that, if the Company shall fail to make all required payments of principal,interest or other amounts due in respect of the Notes and the Indenture, Petrobras will purchasethe rights of the Holders to receive such amounts in consideration of the payment by Petrobras ofan amount of funds equal to the amounts then owed under the Indenture and the Notes, subject to theprovisions thereof and (ii) grant Holders of the Notes direct rights against Petrobras in respectof the Standby Purchase Agreement by Petrobras being a party to the Indenture as provided herein;     **WHEREAS**, the Trustee has provided to the Company and Petrobras Statements of Eligibility underthe Trust Indenture Act of 1939, as amended, with respect to each of the Companies which have beenfiled as exhibits to the Registration Statement;     **WHEREAS**, any and all conditions and requirements necessary to make this Fifth SupplementalIndenture a valid, binding, and legal instrument in accordance with the terms of the Indenture havebeen performed and fulfilled and the execution and delivery of this Fifth Supplemental Indenturehave been in all respects duly authorized;     **WHEREAS**, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute anddeliver this Fifth Supplemental Indenture; and     **WHEREAS**, the Company and Petrobras have requested that the Trustee execute and deliver thisFifth Supplemental Indenture;     **NOW, THEREFORE,**for and in consideration of the premises and the mutual covenants containedherein and in the Indenture and for other good and valuable consideration, the receipt andsufficiency of which are herein acknowledged, the Company, Petrobras and the Trustee hereby agree,for the equal and ratable benefit of all Holders, as follows:**ARTICLE 1**