Table of Contents
Exhibit 2.32
GUARANTY
Dated as of March 31, 2010
between
PETRÓLEO BRASILEIRO S.A.—PETROBRAS,
as Guarantor,
and
THE BANK OF NEW YORK MELLON, as
Trustee for the Noteholders
Referred to Herein
Table of Contents
i
Page
SECTION 1.
Definitions
2
SECTION 2.
Guaranty
7
SECTION 3.
Guaranty Absolute
8
SECTION 4.
Independent Obligation
9
SECTION 5.
Waivers and Acknowledgments
9
SECTION 6.
Claims Against the Issuer
10
SECTION 7.
Representations and Warranties
11
SECTION 8.
Covenants
17
SECTION 9.
Amendments, Etc.
21
SECTION 10.
Indemnity
21
SECTION 11.
Notices, Etc.
22
SECTION 12.
Survival
22
SECTION 13.
No Waiver; Remedies
22
SECTION 14.
Continuing Agreement; Assignment of Rights Under the Indenture and the Notes
SECTION 15.
Currency Rate Indemnity
23
SECTION 16.
Governing Law; Jurisdiction; Waiver of Immunity, Etc.
23
SECTION 17.
Execution in Counterparts
25
SECTION 18.
Entire Agreement
25
The Amended and Restated Standby Purchase Agreement dated as of January 11, 2008 (the “ Amended
and Restated Standby Purchase Agreement ”) is hereby amended and restated in its entirety as follows:
GUARANTY
GUARANTY (this “ Guaranty ”), dated as of March 31, 2010, 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 for the holders of the Notes (as defined below) issued pursuant to the
Indenture (as defined below) (the “ Trustee ”).
WITNESSETH:
WHEREAS, Petrobras International Finance Company, an exempted company incorporated with limited
liability under the laws of the Cayman Islands and a wholly-owned Subsidiary of the Guarantor (the “ Issuer ”),