Petrobras (PBR)

(a) The Company will 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 or revenues to any person or entity (other than a direct or indirect Subsidiary of Petrobras) or permit any person (other than a direct or indirect Subsidiary of the Company) to merge with or into it unless:

(1)         either the Company is the continuing entity or the Person (the “Successor Company”) formed by the consolidation or into which the Company is merged or that acquired or leased the property or assets of the Company will assume (jointly and severally with the Company unless the Company will have ceased to exist as a result of that merger, consolidation or amalgamation), by a supplemental indenture (the form and substance of which will be previously approved by the Trustee), all of the Company’s obligations under the Indenture and the Notes;

(2)        the Successor Company (jointly and severally with the Company unless the Company will have ceased to exist as part of the merger, consolidation or amalgamation) agrees to indemnify each Holder against any tax, assessment or governmental charge thereafter imposed on the Holder solely as a consequence of the

consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest, the Notes;

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

(4)      the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and the fifth supplemental indenture, comply with the terms of the Indenture and that all conditions precedent provided for in the Indenture and relating to the transaction have been complied with; and

(5)      the Company must deliver a notice describing that transaction to Moody’s to the extent that Moody’s is at that time rating the Notes.

Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under the Indenture or the Notes will have occurred and be continuing at the time of the proposed transaction or would result from the transaction:

(6)      the Company may merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Company or Petrobras in cases when the Company is the surviving entity in the transaction and the transaction would not have a material adverse effect on the Company and its Subsidiaries taken as a whole, it being understood that if the Company is not the surviving entity, the Company will be required to comply with the requirements set forth in the previous paragraph; or

(7)      any direct or indirect Subsidiary of the Company may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any person (other than the Company or any of its subsidiaries or affiliates) in cases when the transaction would not have a material adverse effect on the Company and its subsidiaries taken as a whole; or

(8)      any direct or indirect Subsidiary of the Company may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the Company or Petrobras; or

(9)      any direct or indirect Subsidiary of the Company may liquidate or dissolve if the Company determines in good faith that the liquidation or dissolution is in the best interests of Petrobras, and would not result in a material adverse effect on the Company and its Subsidiaries taken as a whole and if the liquidation or dissolution is part of a corporate reorganization of the Company or Petrobras.”

Section 2.04