ONLY FOR USE IN MEDIUM TERM GUARANTEE TRANSACTIONS IN BRAZIL

FORM OF BRAZIL FIXED RATE GLOBAL NOTE

\[BORROWER\]

PROMISSORY NOTE[^1]

US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[Date of Issuance\]

\[City and State of Issuance\]

FOR VALUE RECEIVED, \[name and address of the Borrower\] (the \"Maker\")
by this promissory note (this \"Note\") hereby unconditionally promises
to pay to the order of \[Lender\] (the \"Lender\") at \[name and address
of a banking institution in the United States that is authorized to
accept deposits\] the principal sum of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ United States Dollars \[and
\_\_\_\_\_\_ cents\] (US\$\_\_\_\_\_\_\_) or such lesser amount as shall
be advanced by the Lender to the Maker and evidenced hereby as set forth
on the grid attached hereto as Schedule 1, in installments as
hereinafter provided and to pay interest on the principal balance hereof
from time to time outstanding, as hereinafter provided, at the rate of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_ percent (\_\_\_%) per annum.

Alternatively, at the Lender's sole discretion and upon written notice
to the Maker, the Lender may opt for payment to take place in the
Federative Republic of Brazil, at the address that Lender indicates to
the Maker in such notice.

The principal hereof shall be due and payable semi-annually on
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_ and \_\_\_\_\_\_\_\_\_\_\_\_
\_\_ of each year (each, a \"Payment Date\"), beginning on the first
such Payment Date set forth in Schedule 2 hereto. Each payment of
principal shall be in the percentage amounts set forth in such Schedule
2 hereto; *provided,* that on the last Payment Date, the Maker shall
repay in full the principal amount hereof then outstanding. Interest on
the amount of said principal amount remaining unpaid from time to time
is due and payable on each Payment Date of each year, beginning on
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_, 20\_\_and thereafter so long as any
principal hereof remains outstanding. Interest will be calculated on the
basis of the actual number of days elapsed (including the first day, but
excluding the last day) over a year of 360 days.[^2]

\[In the event that any amount of the principal hereof or accrued
interest on this Note is not paid in full when due (whether at stated
maturity, by acceleration or otherwise), the Maker shall pay to the
Lender on demand interest on such unpaid amount (to the extent permitted
by applicable law) for the period from the date such amount was due
until such amount shall have been paid in full at an interest rate per
annum equal to \[the Lender to specify rate\].\][^3]

\[Notwithstanding the fourth paragraph hereof,\] beginning on the date
on which the Export-Import Bank of the United States ("Ex-Im Bank")
shall have made a claim payment to the Lender under the Master Guarantee
Agreement (Medium Term Credits -- Electronic Compliance Program), dated
as of \_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_, 20\_\_, between the Lender and
Ex-Im Bank (as amended from time to time, the "Master Guarantee
Agreement") \[as supplemented by the Master Guarantee Agreement
Supplement (Political Risk Guarantees), dated as of
\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_, 20\_\_, between the Lender and Ex-Im
Bank\][^4], in the event any amount of principal of or accrued interest
on this Note owing to Ex-Im Bank is not paid in full when due (whether
at stated maturity, by acceleration or otherwise), the Maker shall pay
to Ex-Im Bank on demand interest on such unpaid amount (to the extent
permitted by applicable law) for the period from the date such amount
was due until such amount shall have been paid in full, at an interest
rate per annum equal to one percent (1%) per annum above the interest
rate otherwise then applicable under the first paragraph hereof.

All payments received hereunder shall be applied in the manner and order
of priority determined by the Lender in its sole discretion.

Whenever any payment falls due on a day that is not a Business Day, the
due date for payment shall be extended to the next following Business
Day. For purposes of this Note, \"Business Day\" shall mean any day on
which commercial banks in New York City are open for domestic and
foreign exchange business.[^5]

All payments to be made by the Maker under this Note shall be made in
United States Dollars in immediately available and freely transferable
funds no later than 11:00 A.M. (New York City time) on the date on which
due, without set-off, counterclaim, deduction, withholding on account of
taxes levied or imposed under the laws of the Government of \[the
Borrower\'s Country\], restrictions or conditions of whatever nature.

The Maker may from time to time prepay on any Payment Date all or part
of the principal amount of this Note, *provided* that: ([a]{.underline})
any partial prepayment shall be in a minimum principal amount of \[the
Lender to specify amount in US\$\]; ([b]{.underline}) the Maker shall
have given the Lender and Ex-Im Bank at least ten (10) days\' prior
written notice of the prepayment (which notice shall be irrevocable);
and ([c]{.underline}) the Maker shall have paid in full all amounts due
under this Note as of the date of such prepayment, including interest on
the amount prepaid which has accrued to the date of prepayment.
Prepayments shall be applied to the installments of principal of this
Note in the inverse order of their maturity, and, in cases where more
than one promissory note of the Maker is outstanding, [pro]{.underline}
[rata]{.underline} to each such promissory note.

Upon default in the prompt and full payment of any installment of
principal hereof or the interest on this Note, the entire outstanding
principal amount hereof and interest on the Note to the date of payment
shall immediately become due and payable at the option and upon the
demand of \[Ex-Im Bank\]\[the holder hereof\].[^6]

This Note shall be valid and enforceable as to its principal amount at
any time only to the extent of the aggregate amounts then disbursed and
outstanding, and, as to interest, only to the extent of the interest
accrued thereon.

The Maker hereby waives demand, diligence, presentment, protest and
notice of every kind, and warrants to the holder that all action and
approvals required for the execution and delivery hereof as a legal,
valid and binding obligation of the undersigned, enforceable in
accordance with the terms hereof, have been duly taken and obtained. The
failure of the holder hereof or of Ex-Im Bank to exercise any of its
rights hereunder in any instance shall not constitute a waiver thereof
in that or any other instance.

To the maximum extent permitted by law, the Maker agrees to pay on
demand all costs and expenses of the Lender or Ex-Im Bank that are
incurred in connection with the enforcement of this Note, including, but
not limited to, ([a]{.underline}) reasonable attorneys\' fees and
([b]{.underline}) expenses related thereto.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, U.S.A.

\[BORROWER\]

By:

(Signature)[^7]

Name:

(Print)

Title:

(Print)

Por Aval:

By:

(Signature)[^8]

Name:

(Print)

Title:

(Print)

Promissory Note No. \_\_\_\_\_

\[GUARANTEE\]

FOR VALUE RECEIVED, the undersigned, as primary obligor, hereby
unconditionally and irrevocably guarantees the full, prompt and complete
payment when due (whether at scheduled maturity, by reason of
acceleration or otherwise) of the principal of and interest on the
foregoing promissory note, and hereby waives acceptance, diligence,
presentment, demand, protest or notice of any kind whatsoever (including
notice of default or non-payment), as well as any requirement that the
holder exhaust any right or take any action against the maker of the
foregoing promissory note, and hereby consents to any extension of time
or renewal or other modification thereof. This is a continuing, absolute
and unconditional guarantee of payment and not merely of collection, for
which the full faith and credit of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ is
pledged[^9]. To the maximum extent permitted by applicable law, the
undersigned hereby waives all defenses of a surety or guarantor to which
it might be entitled by statute or otherwise.

\[GUARANTOR\]

By

(Signature)[^10]

Name

(Print)

Title

(Print)

Schedule 1

Amount of Signature of Authorized

[Disbursement Date]{.underline}[^11] [Principal Advanced]{.underline}
[Officer of the Lender]{.underline}

\(1\)

\(2\)

\(3\)

\(4\)

\(5\)

\(6\)

\(7\)

\(8\)

\(9\)

\(10\)

Schedule 2

Amortization Amount of Remaining Amount Signature of Authorized

[No.]{.underline} [Payment Date]{.underline}[^12]
[Percentage]{.underline} [Principal Repaid]{.underline} [of Principal to
be Repaid]{.underline} [Officer of the Lender]{.underline}

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

[^1]: Do not consolidate or otherwise move around the paragraphs in this
    Note. Specific provisions of this Note are identified in the
    Guarantee Agreement by the paragraphs in which such provisions
    appear.

[^2]: ^?^If the relevant Ex-Im Bank Approval provides for a day count
    basis of actual/365 days or 30/360 days instead of actual/360 days,
    modify this reference.

[^3]: ^?^The Lender has the option to either delete this paragraph or to
    provide alternative language which, if acceptable to Ex-Im Bank, may
    be used.

[^4]: The bracketed text is only to be used for Political Risk Guarantee
    transactions.

[^5]: ^?^ The Lender is permitted to use an alternative definition of
    Business Day if it is accepted in writing by Ex-Im Bank.

[^6]: ^?^ If the Guarantee is a Comprehensive Guarantee, then Ex-Im Bank
    has the sole right to accelerate. If the Guarantee is a Political
    Risk Guarantee, then the holder of the Note has the sole right to
    accelerate.

[^7]: Personal makers should sign in their personal capacities only.
    Corporate makers should sign only in their corporate capacities with
    proper reference to their corporate titles.

[^8]: Signature of the Guarantor is required below the signature of the
    Borrower and on the attached Guarantee.

[^9]: Only use if the Guarantor is a sovereign entity.

[^10]: Personal makers should sign in their personal capacities only.
    Corporate makers should sign only in their corporate capacities with
    proper reference to their corporate titles.

[^11]: Each Disbursement must be separately listed in this grid,
    including Disbursements made on the same day.

[^12]: This and the following column ("Payment Date" and "Amortization
    Percentage") are to be completed when the Note is executed. The
    remaining columns should be completed on the relevant Payment Date.