Exhibit 4.73


 


GUARANTY


 


Dated as of September 18, 2019


 


between


 


PETRÓLEO BRASILEIRO S.A.—PETROBRAS,


 


as Guarantor,


 


and


 


THE BANK OF NEW YORK MELLON, as


 


Trustee for the Noteholders


 


Referred to Herein


 






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Table of Contents


 


		 	Page
	SECTION
    1.	Definitions	4
	SECTION
    2.	Guaranty	8
	SECTION
    3.	Guaranty
    Absolute	9
	SECTION
    4.	Independent
    Obligation	10
	SECTION
    5.	Waivers
    and Acknowledgments	10
	SECTION
    6.	Claims
    Against the Issuer	12
	SECTION
    7.	Covenants	12
	SECTION
    8.	Amendments,
    Etc.	15
	SECTION
    9.	Indemnity	16
	SECTION
    10.	Notices,
    Etc	16
	SECTION
    11.	Survival	16
	SECTION
    12.	No
    Waiver; Remedies	16
	SECTION
    13.	Continuing
    Agreement; Assignment of Rights Under the Indenture and the 2030 Notes	17
	SECTION
    14.	Currency
    Rate Indemnity	17
	SECTION
    15.	Governing
    Law; Jurisdiction; Waiver of Immunity, Etc.	18
	SECTION
    16.	Execution
    in Counterparts	19
	SECTION
    17.	Entire
    Agreement	19
	SECTION
    18.	The
    Trustee	19




 






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GUARANTY


 


GUARANTY (this “Guaranty”),
dated as of September 18, 2019 between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Guarantor”), a sociedade
de economia mista organized 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 under the Indenture (as defined below) (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, Petrobras Global Finance B.V.,
a private company incorporated with limited liability under the laws of The Netherlands and a wholly-owned Subsidiary of the Guarantor
(the “Issuer”) and the Guarantor have entered into an Indenture dated as of September 18, 2019 with the Trustee and
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH (the “Luxembourg Agent”), as it may be 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 is, on the date hereof, issuing U.S.$4,115,281,000 aggregate principal amount of its 5.093% Global Notes due 2030 under the
Indenture (the “Notes”);


 


WHEREAS, the Guarantor is willing to enter
into this Guaranty in order to provide the holders of the Notes (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 agrees that it will
derive substantial direct and indirect benefits from the issuance of the Notes by the Issuer;


 


WHEREAS, it is a condition precedent to
the issuance of the Notes that the Guarantor shall have executed this Guaranty;


 


WHEREAS, the Guarantor agrees that this
Guaranty’s obligations shall also extend to the Exchange Securities (as defined in the Indenture) if and when issued;


 


WHEREAS, each of the parties hereto is entering
into this Guaranty for the benefit of the other party and for the equal and ratable benefit of the Noteholders.


 






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NOW, THEREFORE, the Guarantor and 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. All such definitions shall be read in a manner consistent
with the terms of this 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 vote 25% 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 of voting securities, by contract or otherwise.


 


“Authorized Representative”
of the Guarantor or 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.


 


“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 Section 14(b).


 


“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 Section 14(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 Guaranty or any other Transaction Document or (c) the ability of the Guarantor to perform
its obligations under this 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 Guaranty or any of the other
Transaction Documents.


 






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“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 IFRS (or if Petrobras does not prepare financial statements in IFRS, consolidated financial statements
prepared in accordance with Brazilian generally accepted accounting principles).


 


“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 the Guarantor, whether or not such counsel is an employee of the Guarantor.


 


“Permitted Lien” means
a:


 


(i) Lien granted in respect of Indebtedness
owed to the Brazilian government, Banco Nacional de Desenvolvimento Econômico e Social or 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;


 






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(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;


 


(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 original
issuance of the Notes;


 


(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 Guarantor, 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;


 


(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 20% of the Guarantor’s consolidated total
assets (as determined in accordance with IFRS) at any date as at which the Guarantor’s balance sheet is prepared and published
in accordance with applicable Law.


 


“Process Agent” has the
meaning specified in Section 15(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.


 






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“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.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Successor Company” has
the meaning specified in Section 7(e)(A).


 


“Termination Date” has
the meaning specified in Section 6.


 


“Transaction Documents”
means, collectively, the Indenture, the Notes and this Guaranty.


 


(c) Construction. The parties agree
that items (1) through (5) of Section 1.01 of the Indenture shall apply to this Guaranty, except as otherwise expressly provided
or unless the context otherwise requires.


 






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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, the Notes and the Exchange Securities, whether for principal, interest, make-whole
premium, Additional Amounts, 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 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, the Notes and the
Exchange Securities 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 from 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, the Notes and the Exchange Securities. Such notice
shall specify the amount or amounts under the Indenture, the Notes or the Exchange Securities that were not paid on the date that
such amounts were required to be paid under the terms of the Indenture, the Notes and the Exchange Securities.


 


(c)       The
obligation of the Guarantor under this 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 any Event 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,
the Exchange Securities 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 12:00 p.m. (New York time) on any Business Day will be deemed, for purposes of this Guaranty,
to have been received by the Trustee on the next succeeding Business Day.


 






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SECTION 3.    Guaranty Absolute


 


(a) The Guarantor’s obligations under
this Guaranty are 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 the Notes, the Exchange Securities or the Indenture. The obligations
of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of
the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture, the Notes,
the Exchange Securities or any other document or agreement, and a separate action or actions may be brought and prosecuted against
the Guarantor to enforce this 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 the Guarantor under this Guaranty shall be irrevocable, absolute and
unconditional irrespective of, and the Guarantor hereby 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 applicable law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the
Indenture, the Notes or the Exchange Securities;


 


(iii)     any
provision of applicable law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under
this Guaranty;


 


(iv)     any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations 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, the Notes or the Exchange Securities as a result of any rescheduling of the Issuer’s obligations
under the Notes, the Exchange Securities, the 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
this Guaranty, for all or any of the obligations of the Issuer under the Indenture, the Notes and the Exchange Securities;


 


(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 the Guarantor or any Subsidiary thereof
or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer
or the Guarantor;


 


(viii)   any
failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby
waiving any duty on the part of the Trustee or any Noteholders to disclose such information);


 






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(ix)     the
failure of any other person or entity to execute or deliver any other guaranty or 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 the Guarantor
or any other party; or


 


(xi)     any
claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection
with this transaction or with any unrelated transaction.


 


(b)      This
Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed
Obligations 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 the Guarantor or otherwise, all as though such payment had not been made.


 


SECTION 4.    Independent Obligation


 


The obligations of the Guarantor hereunder
are independent of the Issuer’s obligations under the Notes, the Exchange Securities and the Indenture. The Trustee, on behalf
of the Noteholders, may neglect or forbear to enforce payment under the Indenture, the Notes or the Exchange Securities, without
in any way affecting or impairing the liability of the Guarantor hereunder. 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 the Guarantor of all amounts contemplated in Section 2 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 the Guarantor. Without limiting the generality of the foregoing, the Trustee shall have the right to bring a suit directly
against the Guarantor, either prior or subsequent to or concurrently with any lawsuit against, or without bringing suit against,
the Issuer.


 


SECTION 5.    Waivers and Acknowledgments


 


(a)      The
Guarantor hereby 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 the Guaranteed
Obligations and this Guaranty and 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.


 






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(b)      The
Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this 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 adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor
or other rights of the Guarantor to 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 the Guaranteed Obligations of the Guarantor hereunder.


 


(d)      The
Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the
Guarantor any 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 this Guaranty shall 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 this Guaranty, of any offering materials, the Indenture, the Notes or the Exchange Securities.


 


(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 794, caput, of the Brazilian Civil
Procedure Code.


 






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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 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 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 Guaranty and (b) the date on which all of the obligations of the Issuer
under the Indenture, the Notes or the Exchange Securities 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 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 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 Guaranty.


 


SECTION 7.    Covenants


 


For so long as the Notes or the Exchange
Securities remain outstanding or any amount remains unpaid on the Notes, the Exchange Securities or the Indenture, the Guarantor
will, and will cause each of its Subsidiaries, as applicable, to comply with the terms and covenants set forth below (except as
otherwise provided in a duly authorized amendment to this Guaranty as provided herein):


 


(a)      Performance
of Obligations. The Guarantor shall pay all amounts owed by it and comply with all its other obligations under the terms of
this Guaranty and the Indenture in accordance with the terms thereof.


 


(b)      Maintenance
of Corporate Existence. The Guarantor will (i) maintain in effect its corporate existence and all registrations necessary therefor
except as otherwise permitted by Section 7(e) 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 7(b) shall not require the Guarantor to maintain any such right, privilege, title to property or franchise
if 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 Guarantor will maintain an office or agency in the United
States where notices to and demands upon the Guarantor in respect of this Guaranty may be served, and the Guarantor will not change
the appointment of the agent without prior written notice to the Trustee and designation of a replacement agent or office in the
United States.


 






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(d)      Ranking.
The Guarantor will ensure at all times that its obligations under this Guaranty will constitute the general, senior, unsecured
and unsubordinated obligations of the Guarantor and will rank pari passu, with all other present and future senior unsecured and
unsubordinated obligations of the Guarantor (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 this Guaranty.


 


(e)      Limitation
on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor will not, in one or a series of transactions, consolidate or
amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets
or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity
(other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless:


 


(A)     either
the Guarantor is the continuing entity or the person (the “Successor Company”) formed by such consolidation or into
which the Guarantor is merged or that acquired or leased such property or assets of the Guarantor will assume (jointly and severally
with the Guarantor unless the Guarantor shall have ceased to exist as a result of such merger, consolidation or amalgamation),
by an amendment to this Guaranty (the form and substance of which shall be previously approved by the Trustee), all of the Guarantor’s
obligations under this Guaranty;


 


(B)     the
Successor Company (jointly and severally with the Guarantor unless the Guarantor shall 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 Notes or the Exchange Securities pursuant to this Guaranty;


 


(C)     immediately
after giving effect to such transaction, no Event of Default, and no Default has occurred and is continuing; and


 


(D)     the
Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger
consolidation, sale, transfer or other conveyance or disposition and the amendment to this Guaranty comply with the terms of this
Guaranty and that all conditions precedent provided for herein and relating to such transaction have been complied with.


 






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(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 therefrom and the Guarantor has delivered written notice of any such transaction
to the Trustee (which notice shall contain a description of such merger, consolidation or conveyance):


 


(A)     the
Guarantor may merge, amalgamate or consolidate with or into, or convey, transfer, lease, spin-off or otherwise dispose of all or
substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantor
is the surviving entity in such transaction and such transaction would not have a Material Adverse Effect on the Guarantor and
its Subsidiaries taken as a whole, it being understood that if the Guarantor is not the surviving entity, the Guarantor shall be
required to comply with the requirements set forth in the previous paragraph; or


 


(B)     any
direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise
dispose of assets to, any person (other than the Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction
would not have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole; or


 


(C)     any
direct or indirect Subsidiary of the Guarantor may merge or consolidate with or into, or convey, transfer, lease, spin-off or otherwise
dispose of assets to, any direct or indirect Subsidiary of the Guarantor; or


 


(D)     any
direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if the Guarantor determines in good faith that such liquidation
or dissolution is in the best interests of the Guarantor, and would not result in a Material Adverse Effect on the Guarantor and
its Subsidiaries taken as a whole and if such liquidation or dissolution is part of a corporate reorganization of the Guarantor.


 


(f)       Negative
Pledge. So long as any Notes remain 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 this Guaranty or the Guarantor provides such other security for the Notes or the Exchange Securities 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
Material 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 this Guaranty or the Guarantor or such Material Subsidiary provides
such other security for the Notes or the Exchange Securities as is duly approved by the Trustee, at the direction of the Noteholders,
in accordance with the Indenture.


 


(g)      Provision
of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified
English translation thereof, (A) within 90 calendar 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 IFRS and (B)
within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of
income calculated in accordance with IFRS. For purposes of this Section 7(g), as long as the financial statements or reports
are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial
statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the
Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor
ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s
financial statements or reports are publicly available and accessible electronically.


 






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(ii)      The
Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s
Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by
such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled
their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or,
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 7(g)(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)     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 8.   Amendments, Etc.


 


No amendment or waiver of any provision of
this Guaranty and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall
be in writing and signed by the Trustee and the Guarantor, 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 Guaranty to determine whether the consent of Holders is required for an amendment and if so, the required percentage
of Holders of the Notes or the Exchange Securities required to approve the amendment.






 






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SECTION 9.    Indemnity


 


The Guarantor agrees to fully indemnify
the Trustee and any predecessor Trustee and their agents for, and to hold it harmless against, any and all loss, liability,
damages, claims or expense arising out of or in connection with the performance of its duties under this Guaranty, including
the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder except to the extent that any such loss, liability or expense may be attributable to
its negligence or bad faith.


 


SECTION 10.  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, 10th Floor, 20031-912 Rio de Janeiro - RJ, Brazil, Telephone: +55 (21)
3224-1510/3224-9947, Telecopier: +55 (21) 3224-1401, Attention: Larry Carris Cardoso, Finance Department, Loans and Financing Administration
General Manager, if to the Trustee, to The Bank of New York Mellon, at 240 Greenwich Street, Floor 7 East, New York, New York,
10286, USA, Telephone: +1 (212) 815-4259, 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 Guaranty shall be effective as delivery of an original executed counterpart
thereof.


 


(b)      All
payments made by the Guarantor to the Trustee hereunder shall be made to the Payment Account (as defined in the Indenture).


 


SECTION 11.  Survival


 


Without prejudice to the survival of any of
the other agreements of the Guarantor under this 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 9
and Section 14 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this
Guaranty, the termination of this Guaranty and/or the resignation or removal of the Trustee.


 


SECTION 12.  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.


 






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SECTION 13.  Continuing Agreement; Assignment of
Rights Under the Indenture and the Notes.


 


This Guaranty is a continuing guaranty
and 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 the Exchange Securities and (ii) the repayment in full of all
Guaranteed Obligations and all other amounts payable under this Guaranty, (b) be binding upon the Guarantor, 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 Exchange Security 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. The Guarantor shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of all of the Noteholders.


 


SECTION 14.  Currency Rate Indemnity.


 


(a)      The Guarantor shall (to the extent lawful)
indemnify the Trustee and the Noteholders and keep them indemnified against:


 


(i)       in
the case of nonpayment by the Guarantor of any amount due to the Trustee, on behalf of the Noteholders, under this Guaranty any
loss or damage incurred by any of them arising by reason of any variation between the rates of exchange used for the purposes of
calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the
Guarantor; 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 this Guaranty or in respect of the Notes or the Exchange Securities is calculated
for the purposes of any bankruptcy, insolvency or liquidation of the Guarantor, 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)      The
Guarantor agrees that, if a judgment or order given or made by any court for the payment of any amount in respect of its obligations
hereunder is expressed in a currency (the “Judgment Currency”) other than U.S. dollars (the “Denomination Currency”),
it will indemnify the relevant Holder and the Trustee against any deficiency arising or resulting from any variation in rates of
exchange between the date at which the amount in the Denomination Currency is notionally converted into the amount in the Judgment
Currency for the purposes of such judgment or order and the date of actual payment thereof.


 


(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
Guaranty, or under the Indenture, the Notes, the Exchange Securities or under any judgment or order.


 






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SECTION 15.  Governing Law; Jurisdiction; Waiver
of Immunity, Etc.


 


(a)      This
Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.


 


(b)      The
Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States sitting in the Borough of Manhattan, City of New York, New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or 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 the Guarantor
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in any such New York State court or, to the extent permitted by law, in such federal court. The Guarantor agrees 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 this Guaranty or any other Transaction Document shall affect any right that any party
may otherwise have to bring any action or proceeding against the Issuer or the Guarantor, as the case may be, relating to this
Guaranty or any other Transaction Document in the courts of any jurisdiction.


 


(c)      The
Guarantor hereby irrevocably appoints and empowers Petrobras America Inc. with offices at 10350 Richmond Ave., Suite 1400, Houston,
TX 77042, as 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 States federal court sitting in the State of New York in the Borough of Manhattan
and 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. The Guarantor will 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 Agent and; should such Process Agent become
unavailable for this purpose for any reason, the Guarantor will promptly and irrevocably designate a new Process Agent in the United
States, which will agree to act as such, with the powers and for the purposes specified in this subsection (c). The Guarantor irrevocably
consents and agrees to the service of any 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 10 or to any other address of
which it shall have given notice pursuant to Section 10 or to its Process Agent. Service upon the Guarantor or 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 the Guarantor shall not impair or affect in any way the
validity of such service or any judgment rendered in any action or proceeding based thereon.


 






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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 this Guaranty
or 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)      THE
GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OF THE TRANSACTION DOCUMENTS, THE ADVANCES OR THE ACTIONS OF
ANY NOTEHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


 


(f)       This
Guaranty and any other documents delivered pursuant hereto, and any actions taken hereunder, constitute commercial acts by the
Guarantor. The Guarantor irrevocably 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 service of notice, attachment
prior to judgment, attachment in aid of execution, execution or otherwise) for itself, the Issuer or any of their property, assets
or revenues wherever located with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with this Guaranty, any of the Transaction Documents or 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 all jurisdictions, 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.


 


SECTION 16.  Execution in Counterparts


 


This Guaranty and 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 this Guaranty by telecopier shall be effective as delivery
of an original executed counterpart of this Guaranty.


 


SECTION 17.  Entire Agreement


 


This Guaranty, together with the Indenture,
the Notes and the Exchange Securities, sets forth the entire agreement of the parties hereto with respect to the subject matter
hereof.


 


SECTION 18.  The Trustee


 


In the performance of its obligations hereunder,
the Trustee shall be entitled to all the rights, benefits, protections, indemnities and immunities afforded to it under the Indenture.


 


[Signature page follows]






 






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IN WITNESS WHEREOF, the Guarantor has caused
this Guaranty to 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/ Bianca Nasser Patrocinio
	 	 	Name: 	Bianca Nasser Patrocinio
	 	 	Title:	Executive Manager of
    Corporate Finance & Treasury
	 	 	 
	 	WITNESSES:
	 	 
	 	1.	   /s/ Renan Feuchard Pinto
	 	Name:
    Renan Feuchard Pinto
	 	 
	 	2.	   /s/ Adriana Fernandes de Brito 
	 	Name:
    Adriana Fernandes de Brito




 






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	ACKNOWLEDGED:	 
	THE BANK OF NEW YORK MELLON, as Trustee and not	 
	in its individual capacity	 



 


	 	By:	   /s/ Wanda Camacho	 
	 	Name: Wanda Camacho	 
	 	Title: Vice President	 
	 	 	 
	 	WITNESSES:	 
	 	1.	   /s/ Thomas Hacker	 
	 	 	Name: Thomas Hacker	 
	 	 	Title: Vice President	 
	 	 	 
	 	2.	   /s/ Stacey B. Poindexter	 
	 	 	Name: Stacey B. Poindexter	 
	 	 	Title: Vice President	 







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




 


On this 18th day of September 2019, before me, a notary public
within and for said county, personally appeared Wanda Camacho, to me personally known, who being duly sworn, did say that she 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 18th day of September 2019, before me personally came
Thomas Hacker, Vice President and Stacey B. Poindexter, Vice President, to me personally known, who being duly sworn, did say that
they signed their names to the foregoing instrument as witnesses.


 


[Notarial Seal]


 


	 	   /
    s/ Bret S. Derman
	 	Notary
    Public




 


COMMISSION EXPIRES


 






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