Petrobras (PBR)

The Company will use the proceeds from the offer and sale of the Notes after the deduction of any commissions principally for general corporate purposes, including the financing of the purchase of oil product imports and the repayment of existing trade-related debt and intercompany loans. The Company may lend a portion of the proceeds to Petrobras.”

(b)          Statement of Officers as to Default and Notices of Events of Default: As it applies to the Notes, Section 10.13 of the Original Indenture shall be amended by deleting the second sentence in its entirety and replacing it with the following:

“Within 10 calendar days (or promptly with respect to Events of Default pursuant to Sections 5.01(4), 5.01(5), 5.01(6), 5.01(7), 5.01(8), 5.01(9) and 5.01(10) hereunder and in any event no later than 10 calendar days) after the Company becomes aware or should reasonably become aware of the occurrence of an Event of Default pursuant to Section 5.01 hereunder, the Company shall provide notice to the Trustee of such occurrence, accompanied by an Officer’s Certificate of the Company setting forth the details thereof.”

(c)          Provision of Financial Statements and Reports: As it applies to the Notes, Section 10.14 of the Original Indenture shall be amended by deleting the second paragraph in its entirety and replacing it with the following:

“The Company will provide, together with each of the financial statements delivered pursuant to this Section, an Officer’s Certificate stating (A) that a review of the Company’s activities has been made during the period covered by such financial statements with a view to determining whether the Issuer has kept, observed, performed and fulfilled its covenants and agreements under this Indenture and (B) 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 Event of Default.”

(d)          Additional Amounts: As it applies to the Notes, Section 10.19 of the Original Indenture shall be amended by:

(i) deleting the word “Brazil” throughout such Section 10.19 and replacing it with the expression “Taxing Jurisdiction” (as defined in Section 1.02 of this Fifth Supplemental Indenture);

(ii) adding the phrase, ", levies" after the phrase, "deduction or withholding for any present or future taxes" in the first sentence of such Section 10.19;

(iii) deleting the phrase, "who, with respect to any such tax, assessment or other governmental charge, is not resident in Brazil" in the first sentence of such Section 10.19;

(iv) deleting the proviso to the first sentence of such Section 10.19 that includes clauses (1)-(7) thereof and ends with the phrase, "who would not have been entitled to such Additional Amounts had it been the Holder or beneficial owner, as the case may be, of such Security" and replacing such proviso with the following:

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