Exhibit 2.21
                                                                    ------------


                           STANDBY PURCHASE AGREEMENT

                     Initially Dated as of February 4, 2002

                                       As

                  Amended and Restated as of February 28, 2002

                                     Between

                      PETROLEO BRASILEIRO S.A.--PETROBRAS,

                              as Standby Purchaser,

                                       and

                            THE BANK OF NEW YORK, as

                           Trustee for the Noteholders

                               Referred to Herein



<PAGE>

                                Table of Contents

                                                                           Page

SECTION 1.     Definitions....................................................2

SECTION 2.     Partial Purchase Obligation...................................13

SECTION 3.     Total Purchase Obligation.....................................14

SECTION 4.     Obligations Absolute..........................................16

SECTION 5.     Independent Obligation........................................18

SECTION 6.     Waivers and Acknowledgments...................................18

SECTION 7.     Claims Against the Issuer.....................................19

SECTION 8.     Payments Free and Clear of Taxes, Etc.........................19

SECTION 9.     Representations and Warranties................................21

SECTION 10.    Covenants.....................................................32

SECTION 11.    Amendments, etc...............................................38

SECTION 12.    Notices, Etc..................................................39

SECTION 13.    No Waiver; Remedies...........................................39

SECTION 14.    Indemnification...............................................39

SECTION 15.    Subordination.................................................40

SECTION 16.    Continuing Agreement; Assignment of Rights Under
               the Indenture and the Notes...................................41

SECTION 17.    Currency Rate Indemnity.......................................41

SECTION 18.    Governing Law; Jurisdiction; Waiver of Immunity, Etc..........42

SECTION 19.    Execution in Counterparts.....................................44

SECTION 20.    Pledge of Interests...........................................44

SECTION 21.    Entire Agreement..............................................44

<PAGE>

                             INDEX OF DEFINED TERMS



<PAGE>


Account Control Agreement......................................................2
Affiliate......................................................................2
Agreement...................................................................1, 2
Authorized Representative......................................................2
Bankruptcy Law.............................................................2, 37
Board of Directors.............................................................2
Brazil.........................................................................1
Business Day...................................................................2
Closing Date...................................................................2
Companies......................................................................3
Default........................................................................3
Default Rate...................................................................3
Denomination Currency......................................................3, 39
Environmental Laws.............................................................3
Event of Default...............................................................3
Exchange Act...................................................................3
Exchange Notes..............................................................1, 3
Expected Maturity Date.........................................................3
Expropriation Event............................................................3
Original Final Memorandum..................................................3, 19
Governmental Authority.........................................................3
Guarantee......................................................................3
Inconvertibility Event.........................................................3
Indebtedness...................................................................4
Indemnified Party..........................................................4, 36
Indemnified Taxes..............................................................4
Indenture...................................................................1, 4
Unregisted Notes............................................................1, 4
Initial Purchasers.............................................................4
Issuer......................................................................1, 4
Judgment Currency..........................................................4, 39
Law............................................................................4
Letter of Credit...............................................................4
Letter of Credit Bank..........................................................4
Lien...........................................................................4
Luxembourg Paying Agent........................................................4
Material Adverse Effect........................................................5
Material Subsidiary............................................................5
Moody's........................................................................5
New York court................................................................27
Note Rate......................................................................5
Noteholders.................................................................1, 5
Notes.......................................................................1, 5
Offering Memoranda.........................................................5, 19
Officer's Certificate..........................................................5
Opinion of Counsel.............................................................5
Other Taxes....................................................................6
Partial Non-Payment Amount.................................................6, 12
Partial Non-Payment Due Date...............................................6, 11
Partial Non-Payment Notice.................................................6, 11
Partial Non-Payment Overdue Interest.......................................6, 11
Payment Account................................................................6
Permitted Investments..........................................................6
Permitted Lien.................................................................6
Person.........................................................................8
PIFCo Payment Date............................................................12
Post Petition Interest.....................................................8, 37
Original Preliminary Memorandum............................................8, 19
Process Agent.................................................................39
Project Financing..............................................................8
Purchase Agreement.........................................................8, 20
Purchase Obligations.......................................................8, 14
Qualifying Asset...............................................................8
Registration Rights Agreement...............................................1, 9
Regulation D...............................................................9, 19
Required Partial Payment Date..............................................9, 12
Reserve Account................................................................9
Rule 144A......................................................................9
SEC............................................................................9
Securities Act.................................................................9
Standby Purchaser...........................................................1, 9
Subordinated Obligations...................................................9, 37
Subsidiary.....................................................................9
Successor Company..........................................................9, 32
Taxing Jurisdiction........................................................9, 18
Termination Date...........................................................9, 17
TIA............................................................................9
Total Non-Payment Notice..................................................10, 12
Total Payment Amount......................................................10, 13
Total Payment Amount Suspension...........................................10, 13
Total Payment Due Date....................................................10, 13
Total Payment Overdue Interest............................................10, 13
Transaction Documents.........................................................10
Trustee....................................................................1, 10
U.S. GAAP.....................................................................10
United States.................................................................10
Wholly-Owned Subsidiary.......................................................10

<PAGE>


                           STANDBY PURCHASE AGREEMENT


               STANDBY PURCHASE AGREEMENT (this "Agreement"), initially dated as
of February 4, 2002, as amended and restated as of February 28, 2002, between
PETROLEO BRASILEIRO S.A.--PETROBRAS (the "Standby Purchaser"), a sociedade do
economia mista organized and existing under the laws of the Federative Republic
of Brazil ("Brazil"), and THE BANK OF NEW YORK, as trustee for the holders of
the Notes issued pursuant to the Indenture (as defined below) (the "Trustee").

                                   WITNESSETH:

               WHEREAS, on February 4, 2002, Petrobras International Finance
Company, a Cayman Islands limited company and a wholly-owned Subsidiary of the
Standby Purchaser (the "Issuer"), entered into an Indenture(the "Original
Indenture"), dated as of February 4, 2002 (the "Original Closing Date") with the
Trustee, pursuant to which the Issuer issued U.S.$400,000,000 of its 9 1/8%
Senior Notes due 2007 (the "Original Notes");

               WHEREAS, the Issuer is today issuing an additional
U.S.$100,000,000 principal amount of its 9 1/8% Senior Notes due 2007 (the
"Re-Opening Notes" and together with the Original Notes, the "Unregistered
Notes") pursuant to an amendment and restatement of the Original Indenture (such
Original Indenture, as amended and supplemented from time to time, the
"Indenture") dated the date hereof between the Issuer and the Trustee;

               WHEREAS, the Re-Opening Notes will form the same series (subject
to the same terms and conditions) of the Original Notes;

               WHEREAS, pursuant to the amended and restated Registration Rights
Agreement (as amended and supplemented from time to time, the "Registration
Rights Agreement"), initially dated as of February 4, 2002, as amended and
restated as of February 28, 2002, among the Issuer, the Standby Purchaser and
the Initial Purchasers, the Issuer and the Standby Purchaser agree to register
the Unregistered Notes under the Securities Act and to effect an exchange offer
pursuant to which the Issuer will issue securities registered with the SEC under
the Securities Act, with identical terms as the Unregistered Notes (except
restrictions on transfer) (the "Exchange Notes") in exchange for the
Unregistered Notes;

               WHEREAS, the Standby Purchaser is willing to enter into this
Agreement in order to provide the holders of the Unregistered Notes and the
Exchange Notes (together, the "Notes" and the holders thereof being
"Noteholders") with assurances that, if the Issuer shall fail to make all
required payments of principal, interest or other amounts due in respect of the
Notes and the Indenture, the Standby Purchaser will, upon notice from the
Trustee and without any action on the part of the Noteholders, purchase the
rights of the Noteholders to receive such amounts in consideration of the
payment by the Standby Purchaser of an amount of funds equal to the amounts then
owed under the Indenture and the Notes, subject to the provisions hereof;

               WHEREAS, the Standby Purchaser agrees that it will derive
substantial direct and indirect benefits from the issuance of the Notes by the
Issuer;

               WHEREAS, although the following shall not in any way be a
condition to the obligations of the Standby Purchaser hereunder, the Standby
Purchaser intends (but is not obligated hereunder) to enter into and maintain at
all times during the term of this Agreement arrangements for the import of oil
and petroleum product with the Issuer under which payments for such products are
expected to be (i) in an aggregate amount at least equal to the total amount
owed by the Issuer under the Indenture and the Notes (including any accrued and
unpaid interest and any other amounts required to be paid thereunder), (ii) made
through the Brazilian commercial rate exchange market regulated by Banco Central
do Brasil and (iii) applied to off-set (or be used to otherwise liquidate) any
amounts required to be paid by the Standby Purchaser under this Agreement in
respect of any obligation owed by the Issuer under the Indenture and the Notes;

               WHEREAS, it is a condition precedent to the issuance of the Notes
that the Standby Purchaser shall have executed this Agreement.

               NOW, THEREFORE, the Standby Purchaser and the Trustee hereby
agree as follows:

               SECTION 1. Definitions. (a) As used herein the following
capitalized terms shall have the following meanings:

               "Account Control Agreement" means the account control agreement
dated as of February 4, 2002 between the Standby Purchaser and The Bank of New
York.

               "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 10% 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 such
interests, by contract or otherwise.

               "Agreement" has the meaning set forth in the preamble to this
Agreement.

               "Authorized Representative" of the Standby Purchaser 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.

               "Bankruptcy Law" has the meaning specified in Section 15(a).

               "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.

               "Brazil" has the meaning set forth in the preamble to this
Agreement.

               "Business Day" means any day except a Saturday, a Sunday or a
legal holiday or a day on which banking institutions (including, without
limitation, the members of the Federal Reserve System) are authorized or
required by law, regulation or executive order to close in The City of New York,
the Cayman Islands or Brazil.

               "Closing Date" means February 28, 2002.

               "Companies" means the Issuer and the Standby Purchaser.

               "Default" has the meaning set forth in the Indenture.

               "Default Rate" has the meaning specified in the Indenture.

               "Denomination Currency" has the meaning specified in Section
17(b).

               "Environmental Laws" means all applicable federal, state and
local statutes, rules, regulations, ordinances, orders, decrees and common law,
including any of the forgoing in any foreign jurisdiction, relating in any
manner to contamination, pollution or protection of human health or the
environment.

               "Event of Default" has the meaning specified in the Indenture.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               "Exchange Notes" has the meaning set forth in the preamble to
this Agreement.

               "Expected Maturity Date" has the meaning specified in the
Indenture.

               "Expropriation Event" has the meaning specified in the Indenture.

               "Governmental Authority" shall mean any regulatory,
administrative or other legal body, any court, tribunal or authority or any
public legal entity or public agency of the Cayman Islands, Brazil, the United
States of America or any other jurisdictions whether created by federal,
provincial or local government, or any other legal entity now existing or
hereafter created, or now or hereafter controlled, directly or indirectly, by
any public legal entity or public agency of any of the foregoing.

               "Guarantee" means an obligation of a person to pay the
Indebtedness of another Person including without limitation:

              (i) an obligation to pay or purchase such Indebtedness;

              (ii) an obligation to lend money or to purchase or subscribe for
       shares or other securities or to purchase assets or services in order to
       provide funds for the payment of such Indebtedness;

              (iii) an indemnity against the consequences of a default in the
       payment of such Indebtedness; or

              (iv) any other agreement to be responsible for such Indebtedness.

               "Inconvertibility Event" has the meaning set forth in the
Indenture.

               "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 acceptable
accounting principles in the country of incorporation of the relevant obligor,
would constitute a capital lease obligation).

               "Indemnified Party" has the meaning specified in Section 14.

               "Indemnified Taxes" means any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect to any and all payments by or on account of any obligation of the
Standby Purchaser hereunder or under any other agreement, excluding taxes that
are imposed on the overall net income of the Trustee and each of the Noteholders
(and franchise taxes imposed in lieu thereof) by the state or jurisdiction under
the laws of which the Trustee or such Noteholder, as the case may be, is
organized or has its principal place of business or any political subdivision
thereof.

               "Indenture" has the meaning specified in the preamble to this
Agreement.

               "Initial Purchasers" means UBS Warburg LLC, Morgan Stanley & Co.,
Inc and Banco Bilbao Vizcaya Argentaria S.A. acting as such under the Purchase
Agreement.

               "Interest Payment Date" has the meaning set forth in the
Indenture.

               "Issuer" has the meaning set forth in the preamble to this
Agreement.

               "Judgment Currency" has the meaning specified in Section 17(b).

               "Law" means any constitutional provision, law, statute, rule,
regulation, ordinance, treaty, order, decree, judgment, decision, certificate,
holding, injunction, enforceable at law or in equity, along with the
interpretation and administration thereof by any Governmental Authority charged
with the interpretation or administration thereof.

               "Letter of Credit" has the meaning specified in the Indenture.

               "Letter of Credit Bank" means a bank issuing a Letter of Credit
pursuant to the Indenture and, on the Closing Date, Banco Bilbao Vizcaya
Argentaria S.A., acting through its New York branch.

               "Lien" means any mortgage, pledge, lien, hypothecation, security
interest or other charge or encumbrance on any property or asset, including,
without limitation, any equivalent created or arising under applicable Law.

               "Luxembourg Paying Agent" means Kredietbank S.A. Luxembourgeoise
as the Luxembourg Paying Agent under the Indenture.

               "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 Standby Purchaser together with its consolidated
Subsidiaries taken as a whole, (b) the validity or enforceability of this
Agreement or any other Transaction Document or (c) the ability of the Standby
Purchaser to perform its obligations under this Agreement 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 Agreement or any of the other Transaction Documents.

               "Material Subsidiary" means any Subsidiary of the Standby
Purchaser with total assets of more than U.S.$200,000,000 (or its equivalent in
another currency) as reflected on the most recent consolidated financial
statements of the Standby Purchaser.

               "Moody's" means Moody's Investors Service, Inc.

               "Noteholders" has the meaning specified in the preamble of this
Agreement.

               "Note Rate" has the meaning set forth in the Indenture.

               "Notes" has the meaning specified in the preamble of this
Agreement.

               "Offering Memoranda" has the meaning specified in Section 9(a).

               "Officer's Certificate" means a certificate of an Authorized
Representative of the Standby Purchaser containing, in respect of each
certificate furnished with respect to a particular condition, covenant or
provision of this Agreement:

              (i) a statement that an Authorized Representative of the Standby
       Purchaser has read such covenant, condition or provision;

              (ii) a brief statement as to the nature and scope of the
       examination or investigation upon which the statements or opinions
       contained in such certificate or opinion are based;

              (iii) a statement that, in the opinion of each such individual,
       such examination or investigation has been made as is necessary to enable
       such individual to express an informed opinion as to whether or not such
       covenant, condition or provision has been complied with; and

              (iv) a statement as to whether, in the opinion of each such
       individual, such condition, covenant or provision has been complied with.

               "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 Standby
Purchaser, whether or not such counsel is an employee of the Standby Purchaser,
which opinion contains:

              (i) a statement that each individual signing such opinion has read
       such covenant, condition or provision;

              (ii) a brief statement as to the nature and scope of the
       examination or investigation upon which the statements or opinions
       contained in such opinion are based;

              (iii) a statement that, in the opinion of each such individual,
       such examination or investigation has been made as is necessary to enable
       such individual to express an informed opinion as to whether or not such
       covenant, condition or provision has been complied with; and

              (iv) a statement as to whether, in the opinion of each such
       individual, such condition, covenant or provision has been complied with.

               "Original Closing Date" has the meaning specified in the preamble
of this Agreement.

               "Original Final Memorandum" has the meaning specified in Section
9(a).

                "Original Indenture" has the meaning specified in the preamble
of this Agreement.

               "Original Notes" has the meaning specified in the preamble of
this Agreement.

               "Original Preliminary Memorandum" has the meaning specified in
Section 9(a).

               "Original Purchase Agreement" has the meaning specified in
Section 9(d).

               "Other Taxes" means any present or future stamp, documentary,
excise, property or similar taxes, charges or levies that arise from any payment
made hereunder, under the Notes or under the Transaction Documents or from the
execution, delivery or registration of, performance under, or otherwise with
respect to, this Agreement or any of the other Transaction Documents.

               "Partial Non-Payment Amount" has the meaning specified in Section
2(a).

               "Partial Non-Payment Due Date" has the meaning specified in
Section 2(a).

               "Partial Non-Payment Overdue Interest" has the meaning specified
in Section 2(a).

               "Partial Non-Payment Notice" has the meaning specified in Section
2(a).

               "Payment Account" has the meaning set forth in the Indenture.

               "Payment Date" has the meaning set forth in the Indenture.

               "Permitted Investments" has the meaning set forth in the
Indenture.

               "Permitted Lien" means a:

               (i) Lien granted in respect of Indebtedness owed to the Brazilian
        government, Banco Nacional de Desenvolvimento Economico e Social or any
        official government agency or department 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 Standby Purchaser'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 Standby Purchaser'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 Standby Purchaser'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 Standby Purchaser 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; provided, however, that 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;

               (vi) Lien granted in connection with Indebtedness of a
        Wholly-Owned Subsidiary owing to the Standby Purchaser 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 Standby Purchaser or
        any Subsidiary; provided, however, that 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 Standby Purchaser, any of the
        Standby Purchaser's Subsidiaries or any consortium or other venture in
        which the Standby Purchaser or any Subsidiary has any ownership or other
        similar interest;

               (ix) Lien existing as of the date of the Indenture;

               (x) 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 Lien referred to in paragraphs (i) through
        (ix) above (but not paragraph (iv)); provided, however 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 (vi), the obligees meet the requirements
        of such paragraph and in the case of paragraph (viii), the Indebtedness
        is incurred in connection with a Project Financing by the Standby
        Purchaser, any of the Standby Purchaser's Subsidiaries or any consortium
        or other venture in which the Standby Purchaser or any Subsidiary have
        any ownership or other similar interests; and

               (xi) Lien in respect of Indebtedness the principal amount of
        which in the aggregate, together with all Liens not otherwise qualifying
        as Permitted Liens pursuant to clauses (i) through (x) of this
        definition, does not exceed 5% of the Standby Purchaser's consolidated
        total assets (as determined in accordance with U.S. GAAP) at any date on
        which the Standby Purchaser's balance sheet is prepared and published in
        accordance with applicable law.

               "Person" means any individual, partnership, corporation
(including a business trust), limited liability company, joint stock company,
trust, unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.

               "Post Petition Interest" has the meaning specified in Section
15(b).

               "Process Agent" has the meaning specified in Section 18(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.

               "Purchase Agreements" has the meaning specified in Section 9(d).

               "Purchase Obligations" has the meaning specified in Section 4.

               "Qualifying Asset" in relation to any Project Financing means:

              (i) any concession, authorization or other legal right granted by
       any Governmental Authority to the Standby Purchaser or any of the Standby
       Purchaser's Subsidiaries, or any consortium or other venture in which the
       Standby Purchaser 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 Standby Purchaser 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.

               "Registration Rights Agreement" has the meaning set forth in the
preamble to this Agreement.

               "Regulation D" has the meaning specified in Section 9(b).

               "Regulation S" means Regulation S promulgated under the
Securities Act, as amended and in effect from time to time

               "Re-Opening Notes" has the meaning specified in the preamble of
this Agreement.

               "Re-Opening Memorandum" has the meaning specified in Section
9(a).

               "Re-Opening Purchase Agreement" has the meaning specified in
Section 9(d).

               "Required Partial Payment Date" has the meaning specified in
Section 2(a).

               "Reserve Account" has the meaning set forth in the Indenture.

               "Rule 144A" means Rule 144A promulgated under the Securities Act,
as amended and in effect from time to time.

               "SEC" means the United States Securities and Exchange Commission.

               "Securities Act" means the United States Securities Act of 1933,
as amended.

               "Standby Purchaser" has the meaning specified in the preamble of
this Agreement.

               "Subordinated Obligations" has the meaning specified in Section
15.

               "Subsidiary" means, as to any Person, a corporation, company,
partnership or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the Board of Directors (or similar governing body) of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Standby Purchaser.

               "Successor Company" has the meaning specified in Section
10(n)(i).

               "Taxing Jurisdiction" has the meaning specified in Section 8(d).

               "Termination Date" has the meaning specified in Section 7.

               "TIA" means the United States Trust Indenture Act of 1939, as
amended.

               "Total Non-Payment Notice" shall have the meaning specified in
Section 3(a).

               "Total Payment Amount" shall have the meaning specified in
Section 3(a).

               "Total Payment Due Date" shall have the meaning specified in
Section 3(a).

               "Total Payment Amount Suspension" has the meaning specified in
Section 3(d).

               "Total Payment Overdue Interest" has the meaning specified in
Section 3(a).

               "Transaction Documents" means, collectively, this Indenture, the
Notes, this Agreement, the Registration Rights Agreement, the Account Control
Agreement and each Letter of Credit.

               "Trustee" has the meaning specified in the preamble of this
Agreement.

               "United States" or "U.S." means the United States of America.

               "Unregistered Notes" has the meaning specified in the preamble to
this Agreement.

               "U.S. GAAP" means generally accepted accounting principles in
effect in the United States applied on a basis consistent with the principles,
methods, procedures and practices employed in the preparation of the Issuer's
audited financial statements, including, without limitation, those set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.

               "Wholly-Owned Subsidiary" means, with respect to any corporate
entity, any person of which 100% of the outstanding capital stock (other than
qualifying shares, if any) having by the terms thereof ordinary voting power
(not dependent on the happening of a contingency) to elect the Board of
Directors (or equivalent controlling governing body) of such person is at the
time owned or controlled directly or indirectly by such corporate entity, by one
or more wholly-owned Subsidiaries of such corporate entity or by such corporate
entity and one or more wholly-owned Subsidiaries thereof.

               (b) Construction. For all purposes of this Agreement (and for all
purposes of any other Transaction Document or any other instrument or agreement
that incorporates provisions of this Agreement by reference), except as
otherwise expressly provided or unless the context otherwise requires:

              (i) the terms defined in this Section have the meanings assigned
       to them in this Section, and include the plural as well as the singular;

              (ii) except as otherwise expressly provided herein, (A) all
       accounting terms used herein shall be interpreted, (B) all financial
       statements and all certificates and reports as to financial matters
       required to be delivered to the Trustee hereunder shall be prepared and
       (C) all calculations made for the purposes of determining compliance with
       this Agreement shall (except as otherwise expressly provided herein) be
       made in accordance with, or by application of, U.S. GAAP;

              (iii) all references in this Agreement (including the Appendices
       and Schedules hereto) to designated "Articles", "Sections" and other
       subdivisions are to the designated Articles, Sections and other
       subdivisions of this Agreement;

              (iv) the words "herein", "hereof" and "hereunder" and other words
       of similar import refer to this Agreement as a whole and not to any
       particular Article, Section or other subdivision;

              (v) unless the context clearly indicates otherwise, pronouns
       having a masculine or feminine gender shall be deemed to include the
       other;

              (vi) unless otherwise expressly specified, any agreement, contract
       or document defined or referred to herein shall mean such agreement,
       contract or document as in effect as of the date hereof, as the same may
       thereafter be amended, supplemented or otherwise modified from time to
       time in accordance with the terms of this Agreement and the other
       Transaction Documents and shall include any agreement, contract,
       instrument or document in substitution or replacement of any of the
       foregoing entered into in accordance with the terms of this Agreement and
       the other Transaction Documents;

              (vii) any reference to any Person shall include its permitted
       successors and assigns in accordance with the terms of this Agreement and
       the other Transaction Documents including, in the case of any
       Governmental Authority, any Person succeeding to its functions and
       capacities; and

              (viii) unless the context clearly requires otherwise, references
       to "Law" or to any particular Law shall include Laws or such particular
       Law as in effect at each, every and any of the times in question,
       including any amendments, replacements, supplements, extensions,
       modifications, consolidations, restatements, revisions or reenactments
       thereto or thereof, and whether or not in effect at the date of this
       Agreement.

               SECTION 2. Partial Purchase Obligation. (a) In the event the
Issuer shall fail to make any payment prior to the Expected Maturity Date (as
the same may be extended as permitted in the Indenture) for the Notes in respect
of interest, principal or other amounts as provided for in the Indenture and/or
the Notes on the date any such payment is due (other than in the case of an
acceleration thereof in accordance with the Indenture), the Trustee shall
provide notice thereof to the Standby Purchaser. Such notice shall be provided
in writing in substantially the form of Exhibit A hereto (the "Partial
Non-Payment Notice") and shall be sent by the Trustee to the Standby Purchaser
at the address specified for the Standby Purchaser in Section 12 hereof no later
than 5:00 p.m. (New York time) on the Business Day that the Issuer was obligated
under the terms of Section 2.15(a) of, or otherwise under, the Indenture to pay
such amounts to the Payment Account. The Partial Non-Payment Notice shall (i)
specify the amounts under the Notes and the Indenture that were not paid on the
date that such amounts were required to be paid under the terms of the Notes and
the Indenture (such date being, the "Partial Non-Payment Due Date"), (ii)
specify that the Standby Purchaser is obligated to pay the amounts specified in
the Partial Non-Payment Notice plus interest thereon at the Note Rate from the
Partial Non-Payment Due Date through and including the date of actual payment by
the Standby Purchaser (such interest amounts being "Partial Non-Payment Overdue
Interest" and together with the applicable or unpaid amounts, the "Partial
Non-Payment Amount"), which shall be a date no later than the end of the
applicable grace period therefor, if any, as provided pursuant to Section 7.1(b)
of the Indenture (the "Required Partial Payment Date") and which date shall be a
Business Day. To the extent that the Standby Purchaser fails to pay the Partial
Non-Payment Amount on or prior to the Required Partial Payment Date, the Standby
Purchaser shall be obligated hereunder to pay, in addition to the amounts
specified above, interest on the amount specified in the applicable Partial
Non-Payment Notice at the Default Rate from the Required Partial Payment Date to
and including the actual date of payment by the Standby Purchaser, which date of
payment shall be a Business Day.

               (b) The Standby Purchaser hereby agrees that, upon receipt of a
Partial Non-Payment Notice, it shall make a payment to the Trustee contemplated
by clause (a) of this Section 2 no later than 1:00 p.m. (New York time) on the
Required Partial Payment Date. Payment of the Partial Non-Payment Amount shall
be in consideration of the purchase by the Standby Purchaser of the rights of
the Noteholders to receive the Partial Non-Payment Amount. The Noteholders shall
have no right to retain such rights and following the purchase and sale provided
for in this Section 2, the Notes shall remain outstanding with all amounts due
in respect thereof adjusted to reflect the purchase, sale and payment provided
for herein. Upon any such payment, the Standby Purchaser shall be subrogated to
the Noteholders to the extent of any payment under this Section 2.

               (c) The obligation of the Standby Purchaser to pay the Partial
Non-Payment Amount and the Trustee's determination of the Partial Non-Payment
Amount shall be absolute and unconditional upon receipt by it of the Partial
Non-Payment Notice, absent manifest error. All amounts payable by the Standby
Purchaser hereunder in respect of any Partial Non-Payment Amount shall be
payable in U.S. dollars and in immediately available funds to the Trustee at the
account specified by the Trustee in the applicable Partial Non-Payment Notice.
The Standby Purchaser shall not be relieved of its obligations hereunder unless
and until the Trustee shall have indefeasibly received all amounts required to
be paid by it hereunder (and any related Event of Default under the Indenture
has been cured), including payment of the Partial Non-Payment Overdue Interest
as provided for herein.

               (d) All payments actually received by the Trustee pursuant to
this Section 2 after 1:00 p.m. (New York time) on any Business Day will be
deemed, for purposes of this Agreement, to have been received by the Trustee on
the next succeeding Business Day.

               SECTION 3. Total Purchase Obligation. (a) Subject to clause (d)
below, in the event the Issuer shall fail to make any payment at the Expected
Maturity Date (as the same may be extended as permitted in the Indenture or
earlier upon any acceleration thereof in accordance with the terms of the
Indenture), in respect of principal, interest or other amounts as provided for
in the Indenture and the Notes on the date any such payment is due, the Trustee
shall provide notice thereof to the Standby Purchaser. Such notice shall be
provided in writing in substantially the form of Exhibit B hereto (the "Total
Non-Payment Notice") sent to the Standby Purchaser at the address specified for
the Standby Purchaser in Section 12 hereof no later than 5:00 p.m. (New York
time) on the Business Day that the Issuer was obligated under the terms of
Section 2.15(a) of, or otherwise under, the Indenture to pay such amounts to the
Payment Account (such date, the "PIFCo Payment Due Date"). The Total Non-Payment
Notice shall (i) specify the amounts under the Notes and the Indenture that were
not paid on the PIFCo Payment Due Date and that such amounts are required to be
paid to Noteholders under the terms of the Notes and the Indenture either (as
applicable) on the PIFCo Payment Due Date or the Business Day immediately
thereafter (such day being the "Total Payment Due Date"), (ii) specify that the
Standby Purchaser is obligated to pay the amounts specified in the Total
Non-Payment Notice plus interest at the applicable rate specified in the
Indenture from the Total Payment Due Date through and including the date of
actual payment by the Standby Purchaser (such interest amounts being "Total
Payment Overdue Interest" and together with the applicable or unpaid amounts,
the "Total Payment Amount"), which date of payment shall be a Business Day.

               (b) The Standby Purchaser hereby agrees that, upon receipt of a
Total Non-Payment Notice, it shall make a payment to the Trustee contemplated by
clause (a) of this Section 3 by 1:00 p.m. (New York time) on the Total Payment
Due Date. Payment of the Total Payment Amount by the Standby Purchaser shall be
in consideration of the purchase by the Standby Purchaser of the rights of the
Noteholders to receive the Total Payment Amount. The Noteholders shall have no
right to retain such rights and following the purchase and sale provided for in
this Section 3, the Standby Purchaser shall be subrogated to the Noteholders to
the extent of any payment under this Section 3.

               (c) The obligation of the Standby Purchaser to pay the Total
Payment Amount and the Trustee's determination of the Total Payment Amount shall
be absolute and unconditional upon receipt by it of the Total Non-Payment
Notice, absent manifest error. All amounts payable by the Standby Purchaser
hereunder in respect of any Total Payment Amount shall be payable in U.S.
dollars and in immediately available funds to the Trustee at the account
specified by the Trustee in the applicable Total Non-Payment Notice. The Standby
Purchaser shall not be relieved of its obligations hereunder unless and until
the Trustee shall have received all amounts required to be paid by it hereunder
(and any related Event of Default under the Indenture has been cured), including
payment of the Total Payment Overdue Interest.

               (d) (i) Notwithstanding anything to the contrary in this Section
3, if, at any time, the Standby Purchaser is obligated to pay the Total Payment
Amount and the Standby Purchaser does not have sufficient funds available to it
outside Brazil to satisfy its obligations hereunder to pay the Total Payment
Amount, the Standby Purchaser shall be permitted to suspend (such suspension a
"Total Payment Amount Suspension") paying the Total Payment Amount (other than
accrued interest included thereon) if the obligation of the Standby Purchaser to
make such payment (A) arises as a result of a Default or Event of Default of the
type specified in Sections 7.1(g), (h), (i), (j), (k) or (l) of the Indenture in
respect of the Issuer, any Material Subsidiary thereof or any Material
Subsidiary of the Standby Purchaser and (B) arises during the occurrence and
continuation of an Inconvertibility Event or an Expropriation Event.

               (ii) Each Total Payment Amount Suspension shall last from the
applicable Total Payment Due Date until the earliest to occur of (A) eighteen
calendar months from such Total Payment Due Date, (B) the latest date for which
funds are available under any Letter of Credit or in the Reserve Account to pay
interest on the Notes, and (C) the cessation of the Inconvertibility Event or
Expropriation Event that gave rise to such Total Payment Amount Suspension.

               (iii) Upon the cessation of any Total Payment Amount Suspension,
the Standby Purchaser shall be obligated to pay that portion of the Total
Payment Amount representing outstanding principal and other amounts due on or
with respect to the Notes (other than accrued interest) at the end of such Total
Payment Amount Suspension.

               (iv) The Standby Purchaser shall in addition to its obligation to
pay the Total Payment Amount upon the ending of any Total Payment Amount
Suspension be obligated to continue to pay interest on the outstanding but
unpaid principal amount of the Notes on each date that would (but for any
Default or Event of Default then continuing) otherwise be an Interest Payment
Date during the entire Total Payment Amount Suspension at a rate equal to the
Note Rate; provided, however, that interest shall accrue on the Notes at the
Default Rate if the Trustee shall not receive interest at the Note Rate from the
Standby Purchaser, from any Letter of Credit or from amounts on deposit in the
Reserve Account as set forth above from the date such amount was due until such
amount shall be paid in full.

               (e) Notwithstanding the foregoing, if at any time a Default or
Event of Default of the type specified in Sections 7.1(g), (h), (i), (j), (k) or
(l) of the Indenture occurs in relation to the Standby Purchaser, all of the
Standby Purchaser's obligations hereunder, including the obligation to pay the
Total Payment Amount, shall be immediately due and payable without any notice to
the Standby Purchaser or the Issuer.

               (f) All payments actually received by the Trustee pursuant to
this Section 3 after 1:00 p.m. (New York time) on any Business Day will be
deemed, for purposes of this Agreement, to have been received by the Trustee on
the next succeeding Business Day.

               SECTION 4. Obligations Absolute. The Standby Purchaser's
obligation to pay one or more Partial Non-Payment Amounts or the Total Payment
Amount (collectively, the "Purchase Obligations") are absolute and unconditional
(except to the extent that the Trustee is required to deliver Partial
Non-Payment Notice or the Total Non-Payment Notice as specified in Sections 2
and 3 hereto) 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 its Notes or the Indenture. The Purchase Obligations and the
other obligations of the Standby Purchaser under or in respect of this Agreement
are independent of any obligations of the Issuer, the Issuer's Subsidiaries or
the Standby Purchaser's Subsidiaries under or in respect of the Indenture and
the Notes or any other document or agreement, and a separate action or actions
may be brought and prosecuted against the Standby Purchaser to enforce this
Agreement, 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
Standby Purchaser under this Agreement shall be irrevocable, absolute and
unconditional irrespective of, and the Standby Purchaser hereby irrevocably
waives any defenses it may now have or hereafter acquire in any way relating to,
any or all of the following:

              (a) any lack of validity or enforceability of any of the
       Transaction Documents;

              (b) any provision of applicable law or regulation purporting to
       prohibit the payment by the Standby Purchaser of any amount payable by it
       under this Agreement;

              (c) any change in the time, manner or place of payment of, or in
       any other term of, all or any of the Purchase 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 and the Notes as a result of further issuances, any
       rescheduling of the Issuer's obligations under the Notes or the Indenture
       or otherwise;

              (d) any taking, release or amendment or waiver of, or consent to
       departure from, any other guaranty or agreement similar in function to
       this Agreement, for all or any of the obligations of the Issuer under the
       Indenture or the Notes;

              (e) any manner of sale or other disposition of any assets of any
       Noteholder;

              (f) any change, restructuring or termination of the corporate
       structure or existence of the Issuer or the Standby Purchaser 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 Standby Purchaser;

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

              (h) the failure of any other person or entity to execute or
       deliver any other Guarantee or agreement or the release or reduction of
       liability of any other guarantor or surety with respect to the Indenture;

              (i) 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
       Standby Purchaser or any other party;

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

              (k) any Inconvertibility Event or Expropriation Event, whether or
       not such event is know to the Standby Purchaser or the Trustee.

This Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Purchase 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 Standby
Purchaser or otherwise, all as though such payment had not been made.

               SECTION 5. Independent Obligation. The obligations of the Standby
Purchaser hereunder are independent of the Issuer's obligations under the Notes
and the Indenture. The Trustee, on behalf of the Noteholders, may neglect or
forbear to enforce payment under the Indenture and the Notes, without in any way
affecting or impairing the liability of the Standby Purchaser 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 or, under any agreement, purchase any security
which the Trustee may hold before being entitled to payment from the Standby
Purchaser of all amounts contemplated in Sections 2 and 3 hereof (plus any
interest thereon at the Default Rate in accordance with Section 3(d)(iv) of this
Agreement) 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 Standby Purchaser. Without limiting the generality of the
foregoing, the Trustee shall have the right to bring a suit directly against the
Standby Purchaser, either prior or subsequent to or concurrently with any
lawsuit against, or without bringing suit against, the Issuer.

               SECTION 6. Waivers and Acknowledgments. (a) The Standby Purchaser
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 Purchase Obligations and this Agreement 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.

               (b) The Standby Purchaser hereby unconditionally and irrevocably
waives any right to revoke this Agreement and acknowledges that this Agreement
is continuing in nature and applies to its Purchase Obligations, whether the
same is existing now or in the future.

               (c) The Standby Purchaser 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 Standby Purchaser or other rights of the Standby
Purchaser 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 Purchase Obligations of the Standby Purchaser hereunder.

               (d) The Standby Purchaser hereby unconditionally and irrevocably
waives any duty on the part of the Trustee or any Noteholder to disclose to the
Standby Purchaser 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 Standby Purchaser 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 6 are knowingly made in contemplation of such benefits.

               SECTION 7. Claims Against the Issuer. The Standby Purchaser
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 Standby
Purchaser's Purchase Obligations under or in respect of this Agreement or any
other Transaction Document, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any
right to enforce any rights to payments in respect of the Partial Non-Payment
Amount and/or the Total Payment Amount purchased by the Standby Purchaser from
the Noteholders as provided hereunder, 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 Purchase
Obligations and all other amounts payable under this Agreement shall have been
paid in full in cash. If any amount shall be paid to the Standby Purchaser in
violation of the immediately preceding sentence at any time prior to the later
of (a) the payment in full in cash of the Purchase Obligations and all other
amounts payable under this Agreement and (b) the date on which all of the
obligations of the Issuer under the Indenture and the Notes have been discharged
in full (the later of such dates being, the "Termination Date"), such amount
shall be received and held by the Trustee in trust for the benefit of the
Noteholders, shall be segregated from other property and funds of the Standby
Purchaser 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 Purchase Obligations and all other amounts payable
under this Agreement, whether matured or unmatured, in accordance with the terms
of the Indenture. If (i) the Standby Purchaser shall make payment to any
Noteholder or the Trustee, on behalf of the Noteholders, of all or any part of
the Purchase Obligations, (ii) all of the Purchase Obligations and all other
amounts payable under this Agreement 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 Standby Purchaser's request and expense, execute
and deliver to the Standby Purchaser appropriate documents, without recourse and
without representation or warranty, necessary to evidence the transfer by
subrogation to the Standby Purchaser of an interest in the Purchase Obligations
resulting from such payment made by the Standby Purchaser pursuant to this
Agreement.

               SECTION 8. Payments Free and Clear of Taxes, Etc. (a) Any and all
payments by or on account of any obligation of the Standby Purchaser hereunder
or under any other Transaction Document shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided, however,
that if the Standby Purchaser shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments, then (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional amounts payable under this Section), the Trustee, on
behalf of the Noteholders, receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Standby Purchaser shall make
such deductions and (iii) the Standby Purchaser shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

               (b) Payment of Other Taxes by the Standby Purchaser. In addition,
the Standby Purchaser shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

               (c) Indemnification by the Standby Purchaser. The Standby
Purchaser shall indemnify the Trustee and the Noteholders within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Trustee and the Noteholders and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Standby Purchaser by
the Trustee or the Noteholders, or on behalf of the Trustee or the Noteholders,
shall be conclusive absent manifest error.

               (d) Notwithstanding anything to the contrary in Sections 8(a) and
(c) of this Agreement, the Standby Purchaser will not be obligated to pay any
Indemnified Taxes imposed with respect to the Notes due to (i) the Noteholder or
Trustee having a connection with the jurisdiction imposing the Indemnified Taxes
(hereinafter, the "Taxing Jurisdiction") other than from merely holding the
Notes or receiving principal or interest payments on the Notes (such as
citizenship, nationality, residence, domicile, or existence of a business, a
permanent establishment, a dependent agent, a place of business or a place of
management present or deemed present within the Taxing Jurisdiction), (ii) any
tax imposed on, or measured by, net income, (iii) the Noteholder or Trustee
failing to comply with any certification, identification or other reporting
requirements concerning its nationality, residence, identity or connection with
the Taxing Jurisdiction, if (x) such compliance is required by applicable law,
regulation, administrative practice or treaty as a precondition to exemption
from all or a part of the Indemnified Taxes, (y) the Noteholder or Trustee is
able to comply with such requirements without undue hardship and (z) at least 30
calendar days prior to the first payment date with respect to which such
requirements under the applicable law, regulation, administrative practice or
treaty shall apply, the Standby Purchaser has notified all the Noteholders or
the Trustee that they will be required to comply with such requirements, (iv)
the Noteholder or Trustee failing to present (where presentation is required)
its Note within 30 calendar days after the Standby Purchaser has made available
to the Noteholder or Trustee a payment under this Agreement; provided, however,
that the Standby Purchaser will pay Indemnified Taxes which a Noteholder or
Trustee would have been entitled to under such Note had it been presented on any
day (including the last day) within such 30 day period, (v) any estate,
inheritance, gift, value added, use or sales taxes or any similar taxes,
assessments or other governmental charges, (vi) such Indemnified Taxes being
imposed on a payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings income relating to the
proposal for a Directive on the taxation of savings income published by the
European Commission on July 18, 2001 or otherwise implementing the conclusions
of the Economic and Financial Council of Ministers of the member states of the
European Union (ECONFIN) Council meeting of 26 and 27 November 2000 or any law
implementing or complying with, or introduced in order to conform to, any such
Directive, (vii)such Note being presented for payment by or on behalf of a
Noteholder who would have been able to avoid such withholding or deduction by
presenting the relevant Note to another paying agent in a member state of the
European Union, or (vii) the payment of any obligation of the Standby Purchaser
to the Noteholder or Trustee who would have been able to cause the avoidance of
the Indemnified Taxes by taking reasonable measures available to the Noteholder
or Trustee.

               (e) Evidence of Payments. As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Standby Purchaser to a
Governmental Authority, the Standby Purchaser shall deliver to the Trustee the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Trustee.

               (f) Foreign Law. If the Trustee or a Noteholder is entitled to an
exemption from or reduction of Indemnified Taxes, with respect to payments under
this Agreement, the Trustee or such Noteholder (as applicable) shall provide to
the Standby Purchaser, as reasonably requested by the Standby Purchaser (who
shall provide the Trustee or the Noteholder, as the case may be, the relevant
documentation, forms and instructions prescribed by applicable law), such
documentation as will permit payments under this Agreement to be made without
withholding or at a reduced rate; provided, however, if any documentation or
form referred to in this subsection (f) requires the disclosure of information
that the Trustee or the Noteholder, as the case may be, reasonably considers to
be confidential, the Trustee or such Noteholder shall give notice thereof to the
Standby Purchaser and shall not be obligated to include in such documentation or
form such confidential information.

               SECTION 9. Representations and Warranties. The Standby Purchaser
makes the following representations and warranties to the Trustee, on behalf of
the Noteholders, all of which shall survive the execution and delivery of this
Agreement:

              (a)

              (i) The offering memorandum dated February 21, 2002 prepared by
       the Issuer and the Standby Purchaser in connection with the issuance and
       sale of the Re-Opening Notes (the "Re-Opening Memorandum"), did not, on
       the date of the Re-Opening Memorandum, and will not, on the Closing Date,
       contain any untrue statement of a material fact or omit to state any
       material fact necessary to make the statements therein, in the light of
       the circumstances under which they were made, not misleading. The
       offering memorandum dated January 29, 2002 (the "Original Final
       Memorandum") and the preliminary offering memorandum dated January 17,
       2002 (the "Original Preliminary Memorandum" and together with the
       Original Final Memorandum and the Re-Opening Memorandum, the "Offering
       Memoranda") both prepared by the Issuer and the Standby Purchaser in
       connection with the issuance and sale of the Original Notes, did not, on
       the date thereof and on the Original Closing Date, contain any untrue
       statement of a material fact or omit to state any material fact necessary
       to make the statements therein, in the light of the circumstances under
       which they were made, not misleading.

              (ii) Notwithstanding the foregoing, the Standby Purchaser does not
       make any representation or warranty as to the information contained in or
       omitted from the Original Preliminary Memorandum, the Original Final
       Memorandum or the Re-Opening Memorandum, or any amendment or supplement
       thereto, in reliance upon and in conformity with information furnished in
       writing to the Standby Purchaser and the Issuer by UBS Warburg, LLC and
       Morgan Stanley & Co. Incorporated, on their behalf or as the
       representatives on behalf of any of the Initial Purchasers, or by the
       Letter of Credit Bank, specifically for inclusion therein.

               (b) The offer, issuance and sale of the Original Notes in the
manner contemplated by the Original Final Memorandum and the Re-Opening Notes in
the manner contemplated in the Re-Opening Memorandum will not require
registration of the same under the Securities Act or qualification of the Notes
under the TIA. Neither of the Standby Purchaser and the Issuer , nor any of
their "Affiliates" (as defined in Rule 501(b) of Regulation D under the
Securities Act ("Regulation D")), nor any person acting on their behalf (other
than the Initial Purchasers as to which the Standby Purchaser makes no
representation or warranty) has, directly or indirectly, made offers or sales of
any security, or solicited offers to buy any security, under circumstances that
would require the registration of the Unregistered Notes under the Securities
Act.

               (c) Neither of the Standby Purchaser, the Issuer, nor any of
their Affiliates, nor any person acting on their behalf (other than the Initial
Purchasers as to which the Standby Purchaser makes no representation or
warranty), has engaged in any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D) in connection
with any offer or sale of the Unregistered Notes in the United States.

               (d) The Unregistered Notes satisfy the eligibility requirements
of Rule 144A(d)(3) under the Securities Act and, assuming the accuracy of the
representations and warranties of the Representatives on behalf of the Initial
Purchasers, set forth in the Purchase Agreement (as amended and supplemented
from time to time, the "Original Purchase Agreement") dated as of January 29,
2002, among the Standby Purchaser, the Issuer and the Initial Purchasers in
connection with the issuance and sale of the Original Notes and in the Purchase
Agreement (as amended and supplemented from time to time, the "Re-Opening
Purchase Agreement", and together with the Original Purchase Agreement, the
"Purchase Agreements"), dated as of February 21, 2002 among the Standby
Purchaser, the Issuer and the Initial Purchasers in connection with the issuance
and sale of the Re-Opening Notes, the offering of the Unregistered Notes in the
manner set forth in the Original Final Memorandum and the Re-Opening Memorandum
has been made in compliance with the applicable requirements of Rule 144A and
Regulation S, as the case may be.

               (e) The information provided by the Standby Purchaser and the
Issuer and any of their Affiliates set forth in the Offering Memoranda complies
with the applicable requirements of Rule 144A and Regulation S.

               (f) The Standby Purchaser reasonably believes that there is no
substantial United States market interest (as defined in Regulation S) in the
Unregistered Notes.

               (g) Neither the Issuer or the Standby Purchaser is, and after
giving effect to the offering and sale of the Notes and the application of the
proceeds thereof as described in the Original Final Memorandum and in the
Re-Opening Memorandum will not be, an "investment company" or a company
"controlled by" an "investment company" as such terms are defined in the United
States Investment Company Act of 1940, as amended, and the rules and regulations
of the SEC promulgated thereunder.

               (h) No person has the right to require that either the Issuer or
the Standby Purchaser register any securities (other than the Unregistered Notes
or the Exchange Notes, if any) for offering and sale under the Securities Act by
reason of the filing of the registration statement contemplated by the
Registration Rights Agreement.

               (i) Neither the Standby Purchaser, nor any of its Affiliates, nor
any person acting on their behalf (other than the Initial Purchasers as to which
the Standby Purchaser makes no representation or warranty), has paid or agreed
to pay to any person any compensation for soliciting another to purchase (i) the
Notes or (ii) any other securities of the Issuer within the last 90 days, except
in the case of either (i) or (ii) as contemplated by the Purchase Agreements.

               (j) Neither the Standby Purchaser, nor any of its Affiliates, nor
any person acting on their behalf (other than the Initial Purchasers as to which
the Standby Purchaser makes no representation or warranty), has, directly or
indirectly, taken any action designed to cause or which has constituted or which
might reasonably be expected to cause or result in the stabilization or
manipulation of the price of any security of the Standby Purchaser to facilitate
the initial sale or resale of the Notes under the Exchange Act, or otherwise.

               (k) The Standby Purchaser is in compliance with all of its
periodic reporting and other requirements under the Exchange Act; all reports
heretofore filed by the Standby Purchaser under the Exchange Act complied as to
form with the requirements applicable thereto and did not contain any material
misstatement or omit to state any material facts necessary to make the
statements contained therein not misleading; all information to be provided by
the Standby Purchaser pursuant to Rule 144A(d)(4) as contemplated in Section
5(h) of the Purchase Agreements will comply with the requirements under the
Securities Act, including Rule 144A, applicable thereto.

               (l) The Standby Purchaser has been duly organized and is validly
existing as a mixed-capital company in good standing under the laws of Brazil.
Each of the Standby Purchaser's Significant Subsidiaries (as defined in Rule
12b-2 under the Exchange Act) has been duly incorporated and is validly existing
as a corporation in good standing (to the extent relevant) under the laws of
jurisdiction in which it is chartered or organized. Each of the Standby
Purchaser and its Significant Subsidiaries is licensed (if and to the extent
necessary) and has the full corporate power and authority to own or lease, as
the case may be, and to operate its properties and to conduct its business as
described in the Original Final Memorandum and in the Re-Opening Memorandum and
to enter into and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party, and is duly qualified or licensed
as a foreign corporation in good standing in each jurisdiction which requires
such qualification, except, in the case of its Significant Subsidiaries other
than the Issuer, where the failure to be so qualified will not have a Material
Adverse Effect. The Standby Purchaser owns, directly or indirectly, all of the
outstanding equity interests of the Issuer and its Subsidiaries.

               (m) All the outstanding shares of capital stock, if any, of each
Subsidiary of the Standby Purchaser have been duly and validly authorized and
issued and are fully paid and non-assessable except, in the case of the
Subsidiaries (other than the Issuer), as would not have a Material Adverse
Effect, and all outstanding shares of capital stock of the Subsidiaries are
owned by the Companies, as the case may be, either directly or through wholly
owned Subsidiaries free and clear of any perfected security interest or any
other security interests, claims, liens or encumbrances.

               (n) The Standby Purchaser's capitalization is as set forth in the
Re-Opening Memorandum.

               (o) This Agreement has been duly authorized, executed and
delivered by each of the Standby Purchaser; each of this Agreement, the
Registration Rights Agreement and each other document executed and delivered in
connection therewith to which either of the Standby Purchaser is party has been
duly authorized and, assuming due authorization, execution and delivery thereof
by each other party to those Transaction Documents (other than the Standby
Purchaser), when executed and delivered by the Standby Purchaser, will
constitute a legal, valid and binding agreement of the Standby Purchaser,
enforceable against the Standby Purchaser in accordance with its terms (subject,
as to the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally from time to time in effect and to general principles of equity); and
the descriptions of the Transaction Documents in the Re-Opening Memorandum
fairly summarize the rights and obligations of the parties thereto.

               (p) The Notes have been duly authorized, and, when issued under
the Indenture, authenticated by the Trustee and delivered to and paid for by the
Initial Purchasers pursuant to the Purchase Agreements, will have been duly
executed, issued and delivered and will constitute legal, valid and binding
obligations of the Issuer, enforceable in accordance with their terms, subject,
as to the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium, or other similar laws affecting creditors' rights
generally from time to time in effect and to general principles of equity and
will be entitled to the benefits provided by the Indenture as described in the
Re-Opening Memorandum and the Original Final Memorandum; the Exchange Notes have
been duly authorized and, when issued, authenticated by the Trustee and
delivered in exchange for the Notes, will have been duly executed, issued and
delivered and will constitute legal, valid and binding obligations of the
Issuer, enforceable in accordance with their terms, subject, as to enforcement
of remedies, as provided above.

               (q) Each of the Unregistered Notes and the Exchange Notes, if
any, will constitute the general, direct and unconditional obligations of the
Issuer and will rank pari passu in priority of payment and in right of seniority
with all other unsecured obligations of the Issuer that are not, by their terms,
expressly subordinated in right of payment to the Unregistered Notes or the
Exchange Notes, if any, except for statutory liens and preferences. The
obligations of the Standby Purchaser under this Agreement will constitute the
general, direct and unconditional obligations of the Standby Purchaser and will
rank pari passu in priority of payment and in right of seniority with all other
unsecured obligations of the Standby Purchaser that are not, by their terms,
expressly subordinated in right of payment to the rights of the Trustee, except
for statutory liens and preferences.

               (r) No consent, approval, authorization, filing with or order of
any Governmental Authority is required for (i) the valid authorization,
issuance, sale and delivery of the Notes, (ii) the execution, delivery or
performance by the Issuer and the Standby Purchaser of any of their respective
obligations under any of the Transaction Documents in the manner contemplated in
the Re-Opening Memorandum and the Original Final Memorandum, including, without
limitation, making any of the applicable payments required to be made after the
date hereof under or in respect of any of the Transaction Documents or (iii) the
issuance, exchange and delivery of the Exchange Notes, except as has been
obtained or completed or such as will be obtained in accordance with the
Registration Rights Agreement under the Securities Act or the TIA.

               (s) Neither of the Issuer nor the Standby Purchaser is currently
in violation of its charter, by-laws or comparable organizational documents;
neither the issuance and sale of the Notes, the execution and delivery of any of
the Transaction Documents nor the consummation of any of the transactions
described or contemplated therein, nor the fulfillment of the terms thereof will
conflict with, or give rise to any right to accelerate the maturity or require
the prepayment, repurchase or redemption of any indebtedness under, or result in
a breach or violation or imposition of any lien, charge or encumbrance upon any
property or assets of the Companies or any of their Subsidiaries pursuant to,
(i) the charter, by-laws or comparable organizational documents of either of the
Issuer or the Standby Purchaser or any of their Subsidiaries, (ii) the terms of
any indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument to
which the Issuer or the Standby Purchaser or any of their Subsidiaries is a
party or bound or to which any of their property or assets is subject or (iii)
any statute, law, rule, regulation, judgment, order or decree applicable to the
Issuer or the Standby Purchaser or any of their Subsidiaries, except in the case
of clauses (ii) or (iii) such as could not reasonably be expected to have a
Material Adverse Effect.

               (t) The consolidated historical financial statements of the
Issuer and the Standby Purchaser and their consolidated Subsidiaries covering
the fiscal years ended December 31, 1999 and 2000, included in the Offering
Memoranda, together with the related notes, that purport to have been prepared
under accounting principles generally accepted in the United States, have been
prepared in accordance with U.S. GAAP applied on a consistent basis throughout
the periods involved (except as otherwise noted therein) and present fairly in
all material respects the financial condition, results of operations and cash
flows of the Issuer and the Standby Purchaser as of the dates and for the
periods indicated; the summary and selected financial data set forth under the
captions "Selected Financial Data for PIFCo", "Summary Financial Information for
PIFCo", "Selected Financial Data for Petrobras" and "Summary Financial
Information for Petrobras" in the Offering Memoranda fairly present, on the
basis stated in the Offering Memoranda, the information included therein. Except
as disclosed in the Offering Memoranda, there has been no material adverse
change in the operations, business, property or assets of or in the financial
condition of either of the Issuer or the Standby Purchaser and their
consolidated Subsidiaries, taken as a whole, since September 30, 2001.

               (u) The consolidated historical financial statements of the
Companies and their consolidated subsidiaries covering the fiscal year ended
December 31, 2000 and 2001, included in the Re-Opening Memorandum, together with
the related notes, that purport to have been preparred under accounting
principles generally accepted in Brazil, have been prepared in accordance with
accounting principles generally accepted in Brazil applied on a consistent basis
throughout the periods involved (except as otherwise noted therein) and present
fairly in all material respects the financial condition, results of operations
and cash flows of the Companies as of the dates and for the periods indicated.

               (v) Except as set forth or contemplated in the Offering
Memoranda, neither of the Issuer or the Standby Purchaser has entered into any
transaction or agreement (whether or not in the ordinary course of business)
material to either of the Issuer or the Standby Purchaser individually or the
Issuer and the Standby Purchaser taken as a whole with their consolidated
Subsidiaries.

               (w) No action, suit or proceeding by or before any Government
Authority involving the Issuer or the Standby Purchaser or any of their
Subsidiaries or their property or assets is pending or, to the best knowledge of
the Standby Purchaser, threatened, involving or in any way relating to (i) this
Agreement, any of the other Transaction Documents or the transactions
contemplated herein or therein or (ii) any other matter that individually or in
the aggregate could reasonably be expected to have a Material Adverse Effect,
except as set forth in or contemplated in the Re-Opening Memorandum and the
Original Final Memorandum. Neither the Issuer, the Standby Purchaser nor any of
their Subsidiaries is in default with respect to any applicable statute, rule,
writ, injunction, decree, order or regulation of any Government Authority having
jurisdiction over such Person which is reasonably likely to have a Material
Adverse Effect.

               (x) Each of the Issuer and the Standby Purchaser and each of
their respective Subsidiaries has good and marketable title to all of their
properties and assets and owns or leases all such properties and assets as are
both described in the Offering Memoranda and necessary to the conduct of its
operations as presently conducted free and clear of any liens, charges, security
interests or other encumbrances except such as (i) do not materially interfere
with the intended use thereof and (ii) could not reasonably be expected to have
a Material Adverse Effect. All leases and subleases material to the business of
each of the Companies under which either of the Issuer and the Standby Purchaser
holds properties, as described in the Offering Memoranda, are in full force and
effect; and neither of the Companies has had any notice that any material claim
of any sort has been asserted by anyone adverse to the Companies rights under
any leases or subleases mentioned above, or affecting or questioning the rights
thereof to the continued possession of the leased or subleased premises under
any such lease or sublease, except as would not result in a Material Adverse
Effect.

               (y) PricewaterhouseCoopers Auditores Independentes, who have
certified the financial statements of the Issuer and the Standby Purchaser and
their consolidated Subsidiaries and delivered their report with respect to the
audited consolidated financial statements included in the Original Final
Memorandum and the Re-Opening Memorandum, are independent public accountants
within the meaning of the Code of Professional Conduct of the American Institute
of Certified Public Accountants and the applicable requirements of the
Regulation S-X of the Securities Act and the Exchange Act and are certified
public accountants with respect to the Companies under the standards established
by the local authorities in the Cayman Islands and Brazil.

               (z) Except as otherwise described in the Offering Memoranda, no
labor problem or dispute with the employees of the Issuer and the Standby
Purchaser or any of their Subsidiaries exists or, to the Issuer's and the
Standby Purchaser's knowledge, is threatened or imminent, and the Issuer and the
Standby Purchaser are not aware of any existing or imminent labor disturbance by
the employees of any of their or their Subsidiaries' principal suppliers,
contractors or customers, that could reasonably be expected to have a Material
Adverse Effect.

               (aa) Each of the Issuer and the Standby Purchaser and their
respective Subsidiaries has filed or caused to be filed all tax returns which to
the knowledge of the Issuer and the Standby Purchaser are required to be filed,
and has paid all taxes shown to be due and payable on said returns or on any
assessments made against such person or any of its respective properties and all
other taxes, assessments, fees or other charges imposed on such person or any of
its respective properties by, any Governmental Authority (other than those the
amount or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
generally accepted accounting principles have been provided on the books of such
person); and no material tax liens or material liens with respect to any
assessments, fees or other charges have been filed and, to the knowledge of such
person, no material claims are being asserted with respect to any such taxes,
assessments, fees or other charges.

               (bb) The Issuer and the Standby Purchaser and each of their
respective Subsidiaries are insured by insurers that the Issuer and the Standby
Purchaser reasonably believe to be financially sound against such losses and
risks and in such amounts as are prudent and customary in the businesses and in
the geographical regions in which they are engaged except where the failure to
do so would not have a Material Adverse Effect; and neither of the Issuer or the
Standby Purchaser nor any Subsidiary thereof has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a Material
Adverse Effect.

               (cc) No Subsidiary of the Issuer or the Standby Purchaser is
currently prohibited, directly or indirectly, from paying any dividends to
either of the Issuer or the Standby Purchaser, from making any other
distribution on such Subsidiary's capital stock, from repaying to the Issuer or
the Standby Purchaser any loans or advances to such Subsidiary from the Issuer
or the Standby Purchaser or from transferring any of such Subsidiary's property
or assets to the Issuer or the Standby Purchaser or any other Subsidiary of the
Issuer or the Standby Purchaser.

               (dd) The Issuer and the Standby Purchaser and their Subsidiaries
possess all material licenses, certificates, permits and other authorizations
issued by the appropriate federal, state or foreign regulatory authorities
necessary to conduct their respective businesses, and neither of the Issuer and
the Standby Purchaser nor any of their Subsidiaries has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, could have a Material Adverse Effect.

               (ee) To ensure the legality, validity, enforceability or
admissibility into evidence of any of the Transaction Documents, it is not
necessary that any such other document be filed or recorded with any court or
other authority in Brazil or the Cayman Islands (other than such authorizations
or filings that have already been obtained or made, as applicable), or that any
stamp or similar tax be paid in either Brazil or the Cayman Islands on or in
respect of any such document, except as provided in the Offering Memoranda. It
is not necessary under the laws of Brazil or the Cayman Islands that any of the
holders of the Notes or the Exchange Notes, if any, be licensed, qualified or
entitled to carry on business in either Brazil or the Cayman Islands by reason
of the execution, delivery, performance or enforcement of any of the Transaction
Documents.

               (ff) The Issuer and the Standby Purchaser and each of their
respective Subsidiaries each maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management's general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in accordance with U.S. GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

               (gg) The Issuer and the Standby Purchaser and their respective
Subsidiaries (i) are in compliance with any and all applicable Environmental
Laws, (ii) have received and are in compliance with all permits, licenses or
other approvals required of them under the applicable Environmental Laws to
conduct their respective businesses and (iii) except as described in the
Offering Memoranda, have not received notice of any actual or potential
liability for the investigation or remediation of any disposal or release of
hazardous or toxic substances or wastes, pollutants or contaminants, except in
the case of clauses (i), (ii) and (iii) above where such non-compliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals, or liability would not, individually or in the aggregate, have a
Material Adverse Effect. Except as set forth in the Original Final Memorandum,
neither of the Issuer and the Standby Purchaser nor any of their Subsidiaries
has been named as a "potentially responsible party" under the United States
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, nor has the Issuer or any such Subsidiary been identified as the
party responsible or potentially responsible for any breach or violation of any
other similar Environmental Law.

               (hh) In the ordinary course of its business, the Issuer and the
Standby Purchaser periodically review the effect of Environmental Laws on the
business, operations and properties of the Issuer and the Standby Purchaser and
their Subsidiaries, in the course of which it identifies and evaluates
associated costs and liabilities (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws, or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties). On the basis of such review, the Issuer and the Standby
Purchaser have reasonably concluded that such associated costs and liabilities
could not, singly or in the aggregate, have a Material Adverse Effect.

               (ii) The Issuer and the Standby Purchaser and their Subsidiaries
own, possess, license or have other rights to use, on reasonable terms, all
patents, patent applications, trade and service marks, trade and service mark
registrations, trade names, copyrights, licenses, inventions, trade secrets,
technology, know-how and other intellectual property necessary for the conduct
of the Issuer's and the Standby Purchaser's businesses as now conducted or as
described in the Re-Opening Memorandum and the Original Final Memorandum to be
conducted by them and neither the Issuer, the Standby Purchaser nor any of their
Subsidiaries has received any notice of infringement or of conflict with
asserted rights of others with respect to any of the foregoing which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or funding,
could reasonably be expected to result in any Material Adverse Effect.

               (jj) The information set forth in the Original Final Memorandum
and the Re-Opening Memorandum relating to oil and gas reserves, oil and gas
wells and any other oil and gas related information required to be disclosed in
such Original Final Memorandum and Re-Opening Memorandum has been prepared by
the Issuer and the Standby Purchaser in all material respects on the basis
disclosed in the Original Final Memorandum and in the Re-Opening Memorandum and
conforms in all material respects to the requirements of the Securities Act and
the Exchange Act, as the case may be.

               (kk) The indemnification and contribution provisions set forth in
Section 14 hereof do not contravene Brazilian or Cayman Islands law or public
policy.

               (ll) The Issuer and the Standby Purchaser are subject to civil
and commercial law in respect of their obligations hereunder and the Issuer and
the Standby Purchaser are not, nor are any of their properties, assets or
revenues subject to any right of immunity under Cayman Islands, Brazilian or New
York law, from any legal action, suit or proceeding, from the giving of any
relief in any such legal action, suit or proceeding, from set-off or
counterclaim, from the jurisdiction of any Cayman Islands, Brazilian, New York
or United States federal court, from service of process, attachment upon or
prior to judgment, or attachment in aid of execution of judgment, or from
execution of a judgment, or other legal process or proceeding for the giving of
any relief or for the enforcement of a judgment, in any such court with respect
to its obligations, liabilities or any other matter under or arising out of or
in connection herewith; and, to the extent that the Issuer and the Standby
Purchaser or any of their properties, assets or revenues may have or may
hereafter become entitled to any such right of immunity in any such court in
which proceedings arising out of, or relating to the transactions contemplated
hereby, may at any time be commenced, the Companies have waived or will waive
such right to the extent permitted by law and have consented to such relief and
enforcement as provided herein.

               (mm) The submission of the Issuer and the Standby Purchaser to
the non-exclusive jurisdiction of the courts of the Supreme Court of the State
of New York, County of New York, and the United States District Court for the
Southern District of New York (each, a "New York court") in Section 18 hereof,
in the case of the Standby Purchaser, and, as applicable, under each of the
Transaction Documents is legal, valid and binding under the laws of Brazil and
the Cayman Islands; the appointment of the Standby Purchaser's New York Branch
located at 570 Lexington Avenue, 43rd Floor, New York, New York 10022 as its
authorized agent for the purpose described in Section 18 below and under each of
the other Transaction Documents is legal, valid and binding under the laws of
Brazil and the Cayman Islands; and the choice of law provision set forth in
Section 18 below and in each Transaction Document is legal, valid and binding
under the laws of Brazil and the Cayman Islands. Any final judgment of a New
York court in respect of any amount payable by the Issuer and the Standby
Purchaser under any Transaction Document and which conforms with Brazilian or
Cayman Island, as applicable, law, rule, regulation or public policy and with
the provisions for enforcement of foreign judgments set forth in the Original
Final Memorandum be enforceable in the courts of Brazil and the Cayman Islands
without reexamination of the merits.

               (nn) Any final judgment for a fixed or readily calculable sum of
money rendered by any court of the State of New York or of the United States
located in the State of New York having jurisdiction under its own domestic laws
in respect of any suit, action or proceeding against the Issuer and the Standby
Purchaser based upon this Agreement would be declared enforceable against the
Issuer and the Standby Purchaser by the courts of the Cayman Islands or Brazil,
as applicable, without re-examination, review of the merits of the cause of
action in respect of which the original judgment was given or relitigation of
the matters adjudicated upon or payment of any stamp, registration or similar
tax or duty, as provided in the provisions for enforcement of foreign judgments
set forth in the Offering Memoranda.

               (oo) No part of the proceeds of the sale of the Notes will be
used for any purpose that violates the provisions of any of Regulation T, U or X
of the Board of Governors of the Federal Reserve System or any other regulation
of such Board of Governors.

               (pp) Both presently and immediately after giving effect to the
transactions contemplated hereunder and in the Original Final Memorandum and the
Re-Opening Memorandum, each of the Issuer and the Standby Purchaser (i) is and
will be able to pay its debts as they become due and (ii) is not insolvent as
defined under applicable Brazilian bankruptcy, insolvency or similar law or
Cayman Islands bankruptcy, insolvency or similar law.

               (qq) None of the Noteholders, the Initial Purchasers or the
Trustee will be deemed resident, domiciled, carrying on business or subject to
taxation in Brazil or the Cayman Islands solely by the execution, delivery,
performance or enforcement of any of the Transaction Documents or by virtue of
the ownership or transfer of a Note or Exchange Note or the receipt of payment
thereon assuming that none of such persons is a resident of Brazil or the Cayman
Islands or has a permanent establishment or a fixed base in Brazil or the Cayman
Islands.

               (rr) There are no Cayman Island taxes on or by virtue of the
execution or delivery of this Agreement, the Indenture, the Notes or any of the
other Transaction Documents or any other document to be furnished hereunder or
thereunder. Payments to be made by the Issuer and the Standby Purchaser or any
other party to any of the Transaction Documents pursuant to the Transaction
Documents will not be subject to Cayman Islands taxes. There are no stamp or
other issuance or transfer taxes or duties or other similar fees or charges
required to be paid in connection with the execution and delivery of any of the
Transaction Documents or the consummation of any of the other transactions
described therein or the issuance and sale by the Issuer of the Notes.

               (ss) No Default or Event of Default (as defined in the Indenture)
has occurred and is continuing.

               (tt) There is no tax, levy, impost, deduction, charge or
withholding imposed, levied or made by or in Brazil or any political subdivision
or taxing authority thereof or therein either (i) on or by virtue of the
execution or delivery of this Agreement or any of the other Transaction
Documents or (ii) on any payment to be made by the Standby Purchaser pursuant to
this Agreement, except with respect to any payment of interest, fees or other
income made to a party hereto or thereto outside of Brazil from funds of the
Standby Purchaser in Brazil each of which currently would be subject to a
withholding tax which, as of the date hereof, is levied at the rate of 15% or
25% if the beneficiary is domiciled in a tax haven jurisdiction. The Standby
Purchaser is permitted to make all payments pursuant to this Agreement free and
clear of all taxes, levies, imposts, deductions, charges or withholdings
imposed, levied or made by or in Brazil or any political subdivision or taxing
authority thereof or therein, and no such payment in the hands of the Trustee
will be subject to any tax, levy, impost, deduction, charge or withholding
imposed, levied or made by or in Brazil or any political subdivision or taxing
authority therein or thereof, in each case except as provided in the immediately
preceding sentence. The Standby Purchaser intends to make all payments pursuant
to this Agreement from funds offshore Brazil. The Standby Purchaser does not
believe or reasonably expect that any interest paid or purchases of Purchase
Obligations made by the Standby Purchaser pursuant to the terms hereof will
constitute interest paid by a trade or business in the United States within the
meaning of Section 884 (f) (1) (A) of the Internal Revenue Code of 1986, as
amended. To ensure the legality, validity, enforceability or admissibility in
evidence of this Agreement in Brazil, it is not necessary that this Agreement or
any other document be filed or recorded with any court or other authority in
Brazil, other than the notarization of the signatures of the parties signing
outside Brazil, the subsequent consularization (authentication) of the signature
of such a notary and the subsequent translation of this Agreement by a sworn
translator, or that any stamp or similar tax be paid on or in respect of this
Agreement or any of the other Transaction Documents.

               (uu) After being notarized, consularized and translated into
Portuguese by a sworn translator, this Agreement will be in proper legal form
under the laws of Brazil for the enforcement thereof in Brazil.

               (vv) To the extent the Standby Purchaser or its respective
property has or may in the future have any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, set-off or
counterclaim, the jurisdiction of any competent court, service of process,
attachment or execution, in any jurisdiction, with respect to its obligations,
liabilities, or any other matter under or arising out of or in connection with
this Agreement and any other Transaction Documents, the Standby Purchaser has
effectively waived such rights as provided in Section 18 hereof; provided,
however, that no assets of the Standby Purchaser which are specifically used in
the furtherance of the activities listed in Article 177 of the Brazilian
Constitution, in respect of which the Brazilian government has a monopoly, could
be used by any person in Brazil acquiring such assets as a result of the
execution thereof in violation of the provisions contained in such Article 177
of the Brazilian Constitution. The execution and delivery of this Agreement by
the Standby Purchaser and the performance of its obligations hereunder by the
Standby Purchaser constitute private and commercial acts rather than
governmental or public acts.

               (ww) Except as described in the Offering Memoranda and except as
to matters, individually or in the aggregate, which could not reasonably be
expected to have a Material Adverse Effect:

              (i) The Standby Purchaser and its Material Subsidiaries have
       obtained all environmental permits with respect to the business in which
       they are engaged and with respect to the facilities and properties owned,
       leased or operated by the Standby Purchaser or any of its Material
       Subsidiaries, and the business and all operations at the properties of
       the Standby Purchaser are in compliance with all environmental permits
       and are otherwise in compliance with all environmental laws;

              (ii) No officer of the Standby Purchaser or of any of its Material
       Subsidiaries has received any notice of any claim with respect to any of
       the properties, the business or otherwise, nor does the Standby Purchaser
       have knowledge or reason to believe that any such claim will be received
       or is threatened; and

              (iii) There are no past or present actions, activities, events,
       conditions or circumstances, including the release, threatened, release,
       emission, discharge, generation, treatment, storage or disposal of any
       hazardous materials at any locations, that would reasonably be expected
       to give rise to liability of the Standby Purchaser or any of its Material
       Subsidiaries under any law or any contract or agreement.

               (xx) The Standby Purchaser has, independently and without
reliance upon any Noteholder and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement and each other Transaction Document to which it is or is to be a
party, and the Standby Purchaser has established adequate means of obtaining
from the Issuer on a continuing basis information pertaining to, and is now and
on a continuing basis will be completely familiar with, the business, condition
(financial or otherwise), operations, performance, properties and prospects of
the Issuer.

               (yy) No Expropriation Event or Inconvertibility Event is in
occurrence on the date hereof.

               SECTION 10. Covenants

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

               (a) Performance of Obligations. The Standby Purchaser shall pay
all amounts owed by it and comply with all its other obligations under the terms
of the Agreement and each other Transaction Document entered into in connection
therewith to which it is a party in accordance with the terms thereof.

               (b) Maintenance of Corporate Existence. The Standby Purchaser
will, and will cause each of its Subsidiaries to, (i) maintain in effect its
corporate existence and all registrations necessary therefor except as otherwise
permitted by Section 10(n) 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 10(b) shall not require the Standby
Purchaser to maintain or cause any Subsidiary thereof to maintain any such
right, privilege, title to property or franchise or require the Standby
Purchaser to preserve the corporate existence of any Subsidiary, if, in each
case, the Board of Directors of the Standby Purchaser shall determine in good
faith that (i) the maintenance or preservation thereof is no longer necessary or
desirable in the conduct of the business of the Standby Purchaser and that (ii)
the failure to do so does not, and will not, have a Material Adverse Effect.

               (c) Maintenance of Properties. The Standby Purchaser will, and
will cause each of its Subsidiaries to, maintain and keep in good condition,
repair and working order (normal wear and tear excepted) all properties used or
useful in the conduct of its or its Subsidiaries businesses, and will, and will
cause each of its Subsidiaries to, make all necessary repairs, renewals,
replacements and improvements thereof, all as in the judgment of the Standby
Purchaser shall be necessary properly to conduct at all times the business
carried on in connection therewith; provided, however, that this Section 10(c)
shall not require the Standby Purchaser to maintain or cause any Subsidiary
thereof to maintain any of such properties if the Board of Directors of the
Standby Purchaser and each affected Subsidiary thereof shall determine in good
faith that (i) the maintenance thereof is no longer necessary or desirable in
the conduct of the business of the Standby Purchaser and (ii) the failure to
maintain such properties does not, and will not, have a Material Adverse Effect.

               (d) Compliance with Laws and Agreements. The Standby Purchaser
will comply, and will cause its Subsidiaries to comply, at all times in all
material respects with all applicable Laws (including, without limitation,
Environmental Laws), rules, regulations, orders and directives of any
Governmental Authority having jurisdiction over the Standby Purchaser and each
Subsidiary thereof or their businesses or any of the transactions contemplated
herein. The Standby Purchaser will also comply, and will cause its Subsidiaries
to comply, with all covenants and other obligations contained in any agreements
to which they are a party, except where the failure so to comply would not have
a Material Adverse Effect.

               (e) Maintenance of Governmental Approvals. The Standby Purchaser
will, and will cause its Subsidiaries to, duly obtain and maintain in full force
and effect all approvals of Governmental Authorities and third-parties, consents
or licenses which are necessary under the laws of Brazil, the Cayman Islands or
any other jurisdiction having jurisdiction over the Standby Purchaser and each
Subsidiary thereof in connection with the execution, delivery and performance of
this Agreement and each other Transaction Document by the Standby Purchaser or
the validity or enforceability of any thereof.

               (f) Payments of Taxes and Other Claims. The Standby Purchaser
will, and will cause each of its Subsidiaries to, pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (i) all Taxes,
assessments and governmental charges levied or imposed upon the Standby
Purchaser or such Subsidiary, as the case may be, and (ii) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Standby Purchaser or such Subsidiary, as the case may be;
provided, however, that this Section 10(f) shall not require the Standby
Purchaser to, or to cause any Subsidiary thereof to, pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith and, if appropriate,
by appropriate legal proceedings or where the failure to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim would
not have a Material Adverse Effect.

               (g) Maintenance of Ownership of the Issuer. For so long as any
Notes are outstanding, the Standby Purchaser will retain no less than 51% direct
or indirect ownership of the outstanding voting and economic interests (equity
or otherwise) of and in the Issuer.

               (h) Maintenance of Insurance. The Standby Purchaser will, and
will cause each of its Subsidiaries to, maintain insurance with insurance
companies that the Standby Purchaser reasonably believes to be financially sound
in such amounts and covering such risks as are usually carried by companies
engaged in similar businesses and owning or operating properties or facilities
similar to those owned and operated by the Standby Purchaser or its
Subsidiaries, as the case may be, in the same general areas in which the Standby
Purchaser and its Subsidiaries own or operate their properties or facilities,
except where the failure to do so would not have a Material Adverse Effect.

               (i) Maintenance of Books and Records. The Standby Purchaser
shall, and shall cause each of its Subsidiaries to, maintain books, accounts and
records in accordance with U.S. GAAP, in the case of the Standby Purchaser and
the Issuer, and, in the case of each other Subsidiary of the Standby Purchaser,
generally accepted accounting principles in the jurisdiction of each such
Subsidiary is organized.

               (j) Maintenance of Office or Agency. So long as any of the Notes
are outstanding, the Standby Purchaser will maintain in the Borough of
Manhattan, The City of New York, an office or agency where notices to and
demands upon the Standby Purchaser in respect of this Agreement may be served,
and the Standby Purchaser will not change the designation of such office without
prior notice to the Trustee and designation of a replacement office in the same
general location.

               (k) Ranking. The Standby Purchaser will ensure at all times that
its obligations under this Agreement will constitute the general senior
unsecured and unsubordinated obligations of the Standby Purchaser and will rank
pari passu, without any preferences among themselves, with all other present and
future unsecured and unsubordinated obligations of the Standby Purchaser (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 Standby Purchaser under this Agreement.

               (l) Notice of Defaults. The Standby Purchaser will give notice to
the Trustee, as soon as is practicable and in any event within ten calendar days
after the Standby Purchaser becomes aware, or should reasonably become aware, of
the occurrence of any Default or any Event of Default, accompanied by a
certificate of an officer of the Standby Purchaser setting forth the details
thereof and stating what action that the Standby Purchaser proposes to take with
respect thereto.

               (m) Notice of Expropriation or Inconvertibility Events. The
Standby Purchaser will give notice to the Trustee, as soon as is practicable and
in any event within five Business Days after the Standby Purchaser becomes aware
of any action taken by the Brazilian government that could give rise to an
Expropriation Event or an Inconvertibility Event; provided, however, that if the
Standby Purchaser is prevented, by an Expropriation Event or Inconvertibility
Event, from converting Brazilian reais to U.S. dollars or transferring U.S.
dollars outside of Brazil in satisfaction of its obligations hereunder, the
Standby Purchaser shall promptly (but in any event not later than 9:00 a.m. (New
York time) on the Business Day immediately succeeding the Standby Purchaser's
discovery thereof) notify the Trustee of such Expropriation Event or
Inconvertibility Event by delivering to the Trustee a certificate substantially
in the form of Exhibit C hereto stating that (i) an Expropriation Event or an
Inconvertibility Event has resulted in the Standby Purchaser inability to
satisfy its Purchase Obligations under this Agreement and (ii) no other funds
are otherwise available to make any payments due under the Notes or this
Agreement.

               (n) Limitation on Consolidation, Merger, Sale or Conveyance. (i)
The Standby Purchaser 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 the Standby Purchaser) or permit
any person or entity (other than a direct or indirect Subsidiary of the Standby
Purchaser) to merge with or into it, unless:

              (A) either the Standby Purchaser is the continuing entity or the
       person (the "Successor Company") formed by such consolidation or into
       which the Standby Purchaser is merged or that acquired or leased such
       property or assets of the Standby Purchaser will be a corporation
       organized and validly existing under the laws of Brazil and shall assume
       (jointly and severally with the Standby Purchaser unless the Standby
       Purchaser shall have ceased to exist as a result of such merger,
       consolidation or amalgamation), by an amendment to this Agreement (the
       form and substance of which shall be previously approved by the Trustee),
       all of the Standby Purchaser's obligations under this Agreement;

              (B) the Successor Company (jointly and severally with the Standby
       Purchaser unless the Standby Purchaser 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;

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

              (D) the Standby Purchaser 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 Agreement comply with the terms of this
       Agreement and that all conditions precedent provided for herein and
       relating to such transaction have been complied with; and

              (E) the Standby Purchaser has delivered notice of any such
       transaction to Moody's (which notice shall contain a description of such
       merger, consolidation or conveyance).

               (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
Standby Purchaser has delivered notice of any such transaction to Moody's and
the Trustee (which notice shall contain a description of such merger,
consolidation or conveyance).:

              (A) the Standby Purchaser 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 Standby Purchaser in cases when the Standby
       Purchaser is the surviving entity in such transaction and such
       transaction would not have a material adverse effect on the Standby
       Purchaser and its Subsidiaries taken as a whole, it being understood that
       if the Standby Purchaser is not the surviving entity, the Standby
       Purchaser shall be required to comply with the requirements set forth in
       the previous paragraph; or

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

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

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

               (o) Negative Pledge. So long as any Note remains outstanding, the
Standby Purchaser will not create or permit any Lien, other than a Permitted
Lien, on any of the Standby Purchaser's assets to secure (i) any of the Standby
Purchaser's Indebtedness or (ii) the Indebtedness of any other person, unless
the Standby Purchaser contemporaneously creates or permits such Lien to secure
equally and ratably the Standby Purchaser's obligations under this Agreement or
the Standby Purchaser provides such other security for the Notes as is duly
approved by the Trustee, at the direction of the Noteholders, in accordance with
the Indenture. In addition, the Standby Purchaser will not allow any of the
Standby Purchaser's Subsidiaries to create or permit any Lien, other than a
Permitted Lien, on any of the Standby Purchaser's assets to secure (i) any of
the Standby Purchaser's Indebtedness, (ii) any of its own Indebtedness or (iii)
the Indebtedness of any other person, unless it contemporaneously creates or
permits the Lien to secure equally and ratably the Standby Purchaser's
obligations under this Agreement or the Standby Purchaser or such Subsidiary
provides such other security for the Notes as is duly approved by the Trustee,
at the direction of the Noteholders, in accordance with the Indenture.

               (p) Transactions with Affiliates. The Standby Purchaser shall
not, and shall not permit any of its Subsidiaries to, enter into or carry out
(or agree to enter into or carry out) any transaction or arrangement with any
Affiliate, except for any transaction or arrangement entered into or carried out
on terms no less favorable to the Standby Purchaser or such Subsidiary than
those which could have been obtained on an arm's-length basis with a person that
is not an Affiliate, provided, however, that the foregoing shall not apply to
transactions (i) between the Standby Purchaser and the Issuer or (ii) between or
among the Standby Purchaser, the Issuer and any of their respective Subsidiaries
not involving any other person so long as consummation of any such transaction
will not have a Material Adverse Effect.

               (q) Provision of Financial Statements and Reports. (i) The
Standby Purchaser 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
U.S. GAAP, (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 U.S. GAAP and (C) such other financial data as the trustee may
reasonably request.

              (ii) The Standby Purchaser will provide, together with each of the
       financial statements delivered pursuant to Sections 10(q)(i)(A) and (B),
       an Officers' Certificate stating that a review of the activities of the
       Standby Purchaser and the Issuer has been made during the period covered
       by such financial statements with a view to determining whether the
       Standby Purchaser and the Issuer have kept, observed, performed and
       fulfilled their covenants and agreements under this Agreement and the
       Indenture, as applicable, 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 Standby Purchaser 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 10(q)(iii), the Standby Purchaser will provide
       annual and interim reports and other information to the Trustee within
       the same time periods that would be applicable if the Standby Purchaser
       were required and permitted to file these reports with the SEC.

               (r) Further Actions. The Standby Purchaser will, at its own cost
and expense, and will cause its Subsidiaries to, at their own cost and expense,
take any action, satisfy any condition or take any action (including the
obtaining or effecting of any necessary consent, approval, authorization,
exemption, filing, license, order, recording or registration) at any time
required, in the reasonable opinion of the Trustee, in accordance with
applicable Laws (as applicable) to be taken, fulfilled or done in order to (i)
enable the Standby Purchaser to lawfully enter into, exercise its rights and
perform and comply with its obligations under this Agreement and each of the
other Transaction Documents to which it is a party, as the case may be, (ii)
ensure that the Standby Purchaser's obligations under this Agreement and each of
the other Transaction Documents are legally binding and enforceable, (iii) make
this Agreement and each of the other Transaction Documents admissible in
evidence in the courts of the State of New York, Brazil or the Cayman Islands,
(iv) enable the Trustee to the exercise and enforce its rights under and carry
out the terms, obligations, provisions and purposes of this Agreement and each
of the other Transaction Documents, (v) take any and all action necessary to
preserve the enforceability of, and maintain the Trustee's rights under this
Standby Purchases Agreement and the other Transaction Documents, including,
without limitation, refraining from taking any action that reasonably can be
expected to have an adverse effect on the enforceability of, or any of the
Trustee's rights under, this Agreement and the other Transaction Documents, and
(vi) assist the Trustee in the Trustee's performance of its obligations under
this Agreement and the other Transaction Documents; provided, however, that the
Standby Purchaser shall not be required to take any action contemplated herein
if it promptly (and in no event later than two Business Days after any such
request) provides to the Trustee a written opinion from counsel reasonably
acceptable to the Trustee specifying that the failure to take such action or
satisfy such condition would not have an adverse effect on the rights of the
Noteholders.

               (s) Available Information. For so long as the Notes are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Standby Purchaser will furnish to any Noteholder of a Note
issued under Rule 144A, or to any prospective purchaser designated by such
Noteholder, upon request of such Noteholder, financial and other information
described in paragraph (d)(4) of Rule 144A with respect to the Standby Purchaser
and the Issuer to the extent required in order to permit such Noteholder to
comply with Rule 144A (as amended from time to time and including any successor
provision) with respect to any resale of such Note, unless, at the time of such
request, the Issuer is subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act or is exempt from such requirements pursuant
to Rule 12g3-2(b) under the Exchange Act (as amended from time to time and
including any successor provision) and no such information about the Issuer or
the Standby Purchaser is otherwise required pursuant to Rule 144A.

               (t) Importation of Oil and Oil Products. The Standby Purchaser
shall, in each calendar year, purchase from the Issuer not less than 80% (on a
United States dollar value) of the oil and oil product it imports.

               SECTION 11. Amendments, etc. No amendment or waiver of any
provision of this Agreement and no consent to any departure by the Standby
Purchaser therefrom shall in any event be effective unless the same shall be in
writing and signed by the Trustee and the Standby Purchaser, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

               SECTION 12. Notices, Etc. 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 Standby Purchaser,
addressed to it at Avenida Republica do Chile, 65, 20035-900 Rio de Janeiro -
RJ, Brazil, Telephone: (55-21) 534-4477, Telecopier: (55-21) 534-4278,
Attention: Isabela Alvim, if to the Trustee, at 101 Barclay Street, 21W, New
York, New York 10286, Telephone: (212) 815-5381, Telecopier: (212) 815-3522,
Attention: Global Finance Unit or, as to any party, at such other address as
shall be designated by such party in a written notice to each other party. The
Trustee shall forward promptly copies of all notices and other communications
given or received hereunder or under any of the Transaction Documents to Moody's
at Moody's Investor Service, 99 Church Street, New York, New York, Attention:
Latin American ABS Monitoring. 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 Agreement shall be effective as delivery of an original
executed counterpart thereof.

               Copies of all written information provided by the Standby
Purchaser under the terms hereof, including without limitation all such written
information and financial statements provided to the Trustee under Section 10
hereof, shall be sent to the Luxembourg Paying Agent by first class mail at its
offices at 43, Boulevard Royal, L-2955 Luxembourg, or such other address as
shall be designated in writing by the Luxembourg Paying Agent to the Trustee and
the Standby Purchaser.

               SECTION 13. 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.

               SECTION 14. Indemnification. (a) Without limitation on any other
obligations of the Standby Purchaser or remedies of the Trustee under this
Agreement, the Standby Purchaser shall, to the fullest extent permitted by law,
indemnify, defend and save and hold harmless the Trustee and its officers,
directors, employees, agents and advisors (each, an "Indemnified Party") from
and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party in connection with or as a result of any failure of any
Purchase Obligation to be the legal, valid and binding obligations of the
Standby Purchaser enforceable against it in accordance with their terms.

               (b) The Standby Purchaser hereby also agrees that none of the
Indemnified Parties shall have any liability (whether direct or indirect, in
contract, tort or otherwise) to the Standby Purchaser or any of its Affiliates
or any of their respective officers, directors, employees, agents and advisors,
and the Standby Purchaser hereby agrees not to assert any claim against any
Indemnified Party on any theory of liability, for special, indirect,
consequential or punitive damages arising out of or otherwise relating to the
Transaction Documents or any of the transactions contemplated by the Transaction
Documents.

               (c) Without prejudice to the survival of any of the other
agreements of the Standby Purchaser under this Agreement or any of the other
Transaction Documents, the agreements and obligations of the Standby Purchaser
contained in Sections 2 and 3 (with respect to the payment of all other amounts
owed under the Indenture), Section 9 and this Section 14 shall survive the
payment in full of the Purchase Obligations and all of the other amounts payable
under this agreement.

               SECTION 15. Subordination. To the extent that the Standby
Purchaser is required to make any payment hereunder, the Standby Purchaser
hereby subordinates any and all debts, liabilities and other obligations owed by
the Issuer to the Standby Purchaser (the "Subordinated Obligations") to the
Purchase Obligations and agrees that it shall not require the Issuer to make any
payments in respect thereof to the extent and in the manner hereinafter set
forth in this Section 15:

               (a) Prohibited Payments, Etc. Except during the continuance of a
Default or Event of Default (including the commencement and continuation of any
proceeding under any applicable bankruptcy, insolvency, receivership or similar
law now or hereafter in effect relating to the Issuer (each such law, a
"Bankruptcy Law")), the Standby Purchaser may receive any payments from the
Issuer on account of the Subordinated Obligations. After the occurrence and
during the continuance of any Default (including the commencement and
continuation of any proceeding under any Bankruptcy Law relating to the Issuer),
however, unless the Trustee otherwise agrees, the Standby Purchaser shall not
demand, accept or take any action to collect any payment on account of the
Subordinated Obligations.

               (b) Prior Payment of Purchase Obligations. In any proceeding
under any Bankruptcy Law relating to the Issuer, the Standby Purchaser agrees
that the Trustee, on behalf of the Noteholders, shall be entitled to receive
payment in full in cash of all Purchase Obligations (including all interest and
expenses accruing after the commencement of a proceeding under any Bankruptcy
Law, whether or not constituting an allowed claim in such proceeding ("Post
Petition Interest")) before the Standby Purchaser receives payment of any
Subordinated Obligations.

               (c) Turn-Over. After the occurrence and during the continuance of
any Default (including the commencement and continuation of any proceeding under
any Bankruptcy Law relating to the Issuer), the Standby Purchaser shall, if the
Trustee, on behalf of the Noteholders, so requests, collect, enforce and receive
payments on account of the Subordinated Obligations as trustee for the Trustee
and deliver such payments to the Trustee, on behalf of the Noteholders, on
account of the Purchase Obligations (including all Post Petition Interest),
together with any necessary endorsements or other instruments of transfer, but
without reducing or affecting in any manner the liability of the Standby
Purchaser under the other provisions of this Agreement.

               (d) Trustee Authorization. After the occurrence and during the
continuance of any Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to any of the Issuer, any Material
Subsidiary thereof or any Material Subsidiary of the Standby Purchaser), the
Trustee, at the direction of the Noteholders or otherwise, is authorized and
empowered (but without any obligation to so do), in its discretion, (i) in the
name of the Standby Purchaser, to collect and enforce, and to submit claims in
respect of, Subordinated Obligations and to apply any amounts received thereon
to the Purchase Obligations (including any and all Post Petition Interest), and
(ii) to require the Standby Purchaser (A) to collect and enforce, and to submit
claims in respect of, Subordinated Obligations and (B) to pay any amounts
received on such obligations to the Trustee for application to the Purchase
Obligations (including any and all Post Petition Interest).

               SECTION 16. Continuing Agreement; Assignment of Rights Under the
Indenture and the Notes. This Agreement is a continuing Purchase Obligation 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 (ii) the repayment in full of all Purchase Obligations
and all other amounts payable under this Agreement, (b) be binding upon the
Standby Purchaser, 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 all or any portion of its rights and obligations under the
Indenture (including, without limitation, the Note or Notes held by it) to any
other person or entity (subject to the rights of the Standby Purchaser hereunder
in respect of any Partial Non-Payment Amount or Total Payment Amount as provided
herein), 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 Standby
Purchaser 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 17. Currency Rate Indemnity. (a) The Standby Purchaser
shall (to the extent lawful) indemnify the Trustee and the Noteholders and keep
them indemnified against:

              (i) in the case of nonpayment by the Standby Purchaser of any
       amount due to the Trustee, on behalf of the Noteholders, under this
       Agreement 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 Standby
       Purchaser; 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 Agreement or
       in respect of the Notes is calculated for the purposes of any bankruptcy,
       insolvency or liquidation of the Standby Purchaser, 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 Standby Purchaser agrees that, if a judgment or order
given or made by any court for the payment of any amount in respect of its
Purchase Obligation hereunder is expressed in a currency (the "Judgment
Currency") other than U.S. dollars (the "Denomination Currency"), it will
indemnify the relevant holder 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 Standby Purchaser 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 Standby Purchaser for
a liquidated sum or sums in respect of amounts due under this Agreement, or
under the Indenture or the Notes or under any judgment or order.

               SECTION 18. Governing Law; Jurisdiction; Waiver of Immunity, Etc.
(a) This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.

               (b) The Standby Purchaser 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 of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement 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 Standby Purchaser 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 Standby Purchaser 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 Agreement or any other Transaction
Document shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement or any other Transaction
Document in the courts of any jurisdiction.

               (c) The Standby Purchaser hereby irrevocably appoints and
empowers the New York office of Petroleo Brasileiro S.A., located at 570
Lexington Avenue, 43rd Floor, New York, New York 10022 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 Standby Purchaser 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; should
such Process Agent become unavailable for this purpose for any reason, the
Standby Purchaser will promptly and irrevocably designate a new Process Agent
within New York, New York, which will agree to act as such, with the powers and
for the purposes specified in this subsection (c). The Standby Purchaser
irrevocably consents and agrees to the service and 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 12 or to any other address of which it shall have given notice pursuant
to Section 12 or to its Process Agent. Service upon the Standby Purchaser 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 Standby Purchaser
shall not impair or affect in any way the validity of such service or any
judgment rendered in any action or proceeding based thereon.

               (d) The Standby Purchaser 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 Agreement 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 Standby Purchaser 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 STANDBY PURCHASER 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 ANY OF THE
TRANSACTION DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY NOTEHOLDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

               (f) This Agreement and any other documents delivered pursuant
hereto, and any actions taken hereunder, constitute commercial acts by the
Standby Purchaser. The Standby Purchaser 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 of any of its 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 Agreement 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 19. Execution in Counterparts. This Agreement 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 Agreement by telecopier shall
be effective as delivery of an original executed counterpart of this Agreement.

               SECTION 20. Pledge of Interests. (a) The Standby Purchaser hereby
pledges to the Trustee (for the benefit of the Noteholders) and grants a
continuing security interest in, all of its interest (if any) in (a) the Payment
Account, (b) the Reserve Account, (c) each Letter of Credit issued from time to
time as contemplated hereunder, (d) all funds from time to time on deposit in
the Payment Account and/or the Reserve Account, (e) all Permitted Investments
obtained with proceeds of the Reserve Account or the Payment Account, (f) all
interest, dividends, distributions, cash, instruments and other property from
time to time received, receivable or on deposit in the Reserve Account or the
Payment Account, and (g) all proceeds of any of the foregoing (together, the
"Collateral"). The Standby Purchaser agrees to take all such action as is
necessary or as the Trustee may require, including delivering Opinions of
Counsel in form and substance acceptable to the Trustee, as to the grant and
perfection of the foregoing security interests. (b) The security interest
granted in the Collateral, except to the extent that withdrawals from them
Reserve Account are otherwise limited as set forth in Section 5.3 of the
Indenture, shall secure the payment of all obligations of the Standby Purchaser
now or hereafter existing under the Transaction Documents, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, fees, premiums, penalties, indemnifications, contract
causes of action, costs, expenses or otherwise. The Standby Purchaser represents
and warrants that it has not heretofor pledged conveyed, granted a lien on, or
security interest in, or otherwise encumbered any of the Collateral in favor of
any Person under U.S., Cayman, Brazilian or other law.

               SECTION 21. Entire Agreement. This Agreement, together with the
Indenture, the Notes and each Letter of Credit, sets forth the entire agreement
of the parties hereto with respect to the subject matter hereof.



<PAGE>


               IN WITNESS WHEREOF, the Standby Purchaser has caused this
Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.

                                         PETROLEO BRASILEIRO S.A.--PETROBRAS



                                         By:_________________________________
                                         Name:
                                         Title:


ACKNOWLEDGED:

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

By:_________________________________
    Name:
    Title:


WITNESSES:


1.      _____________________________
        Name:


2.      _____________________________
        Name:





<PAGE>


                                                                       EXHIBIT A

                       FORM OF PARTIAL NON-PAYMENT NOTICE


                                                                 [Date]

VIA FACSIMILE

Petroleo Brasileiro S.A. - Petrobras
Avenida Republica do Chile, 65
20035-900 Rio de Janeiro
Brazil

Attention : Servio Tulio Tinoco
Head of Trade Finance & Foreign Exchange

                     Petrobras International Finance Company
                  U.S.$500,000,000 9 1/8% Senior Notes due 2007


Dear Sirs:

               Reference is made to that certain amended and restated indenture
(as amended and supplemented from time to time, the "Indenture") initially dated
as of February 4, 2002, as amended and restated as of February 28, 2002, between
Petrobras International Finance Company ("PIFCo") and The Bank of New York, as
trustee (the "Trustee"). Reference is also made to that certain amended and
restated Standby Purchase Agreement (as amended and supplemented from time to
time, the "Standby Purchase Agreement") initially dated as of February 4, 2002,
as amended and restated as of February 28, 2002, between the Trustee and
Petroleo Brasileiro, S.A. - Petrobras ("Petrobras") pursuant to which Petrobras
has undertaken to purchase from the holders of PIFCo's 9 1/8% Senior Notes due
2007 (the "Notes") such holders' right to receive unpaid amounts due and owing
on such Notes. Capitalized terms not defined herein shall have the meanings set
forth in the Standby Purchase Agreement.

               By this notice, the undersigned, acting on behalf of the holders
of the Notes, hereby advises you as follows:

              1.     On [date], PIFCo was obligated to make a payment of
                     [principal] [interest] [Additional Amounts] [other amounts
                     under the Indenture] in an amount equal to U.S.$ in respect
                     of [principal] [interest] [Additional Amounts] [other
                     amounts due under the Indenture] (the "Overdue Amount").
                     This notice constitutes a Partial Non-Payment Notice as
                     contemplated in the Standby Purchase Agreement.

              2.     Pursuant to the Standby Purchase Agreement, you are
                     obligated to purchase from the holders of the Notes their
                     right to receive the Overdue Amount.

              3.     Pursuant to the Standby Purchase Agreement, you are hereby
                     directed to purchase the right of the holders of the Notes
                     to receive the Overdue Amount and to make a payment to the
                     Trustee, on behalf of the holders of the Notes, in partial
                     satisfaction of your obligation to purchase the right to
                     Overdue Amounts.

              4.     You are hereby requested to pay the Overdue Amount to the
                     Payment Account established under the Indenture (Account
                     No. ) by the date that payment is due pursuant to Section 2
                     of the Standby Purchase Agreement together with interest on
                     such Overdue Amount, at the rates specified in the Standby
                     Purchase Agreement, from the date PIFCo was itself
                     obligated to pay the Overdue Amount (the "Liability Date"),
                     through and including the date of payment by you is
                     actually made (the "Payment Date"), of U.S.$ (the "Interest
                     Amount").


              5.     Petrobras is requested to acknowledge receipt of this
                     notice by countersigning in the space provided below and
                     returning a copy of the same to the Issuer at the address
                     provided in the Standby Purchase Agreement with a copy by
                     facsimile to the Trustee at fax: (212) 815-3522 (Attention:
                     Global Finance Unit).

                                              THE BANK OF NEW YORK, as Trustee


                                              By:
                                                 ----------------------------
                                                  Name:
                                                  Title:

ACKNOWLEDGED & AGREED

PETROLEO BRASILEIRO S.A.--PETROBRAS



By:
        ---------------------------------------
        Name:
        Title:
        Date:




<PAGE>


                                                                       EXHIBIT B
                        FORM OF TOTAL NON-PAYMENT NOTICE


                                                                 [Date]

VIA FACSIMILE

Petroleo Brasileiro S.A. - Petrobras
Avenida Republica do Chile, 65
20035-900 Rio de Janeiro
Brazil

Attention : Servio Tulio Tinoco
Head of Trade Finance & Foreign Exchange


                     Petrobras International Finance Company
                  U.S.$500,000,000 9 1/8% Senior Notes due 2007


Dear Sirs:

               Reference is made to that certain amended and restated indenture
(as amended and supplemented from time to time, the "Indenture") initially dated
as of February 4, 2002, as amended and restated as of February 28, 2002, between
Petrobras International Finance Company ("PIFCo") and The Bank of New York, as
trustee (the "Trustee"). Reference is also made to that certain standby purchase
agreement (as amended and supplemented from time to time, the "Standby Purchase
Agreement") initially dated as of February 4, 2002, as amended and restated as
of February 28, 2002, between the Trustee and Petroleo Brasileiro, S.A. -
Petrobras ("Petrobras") pursuant to which Petrobras has undertaken to purchase
from the holders of PIFCo's 9 1/8% Senior Notes due 2007 (the "Notes") such
holders' right to receive unpaid amounts due and owing on such Notes.
Capitalized terms not defined herein shall have the meanings set forth in the
Standby Purchase Agreement.

               By this notice, the undersigned, acting on behalf of the holders
of the Notes, hereby advises you as follows:

              1.     On [date], PIFCo was obligated to make a payment of
                     [principal] [interest] [Additional Amounts] [other amounts
                     under the Indenture] in an amount equal to U.S.$ in respect
                     of [principal] [interest] [Additional Amounts] [other
                     amounts due under the Indenture] (the "Overdue Amount").
                     This notice constitutes a Total Non-Payment Notice as
                     contemplated in the Standby Purchase Agreement.

              2.     Pursuant to the Standby Purchase Agreement, you are
                     obligated to purchase from the holders of the Notes their
                     right to receive the Overdue Amount.

              3.     Pursuant to the Standby Purchase Agreement, you are hereby
                     directed to purchase the right of the holders of the Notes
                     to receive the Overdue Amount and to make a payment to the
                     Trustee, on behalf of the holders of the Notes, in partial
                     satisfaction of your obligation to purchase the right to
                     Overdue Amounts.

              4.     You are hereby requested to pay the Overdue Amount to the
                     Payment Account established under the Indenture (Account
                     No. ) by the date that payment is due pursuant to Section 3
                     of the Standby Purchase Agreement together with interest on
                     such Overdue Amount, at the rates specified in the Standby
                     Purchase Agreement, from the date PIFCo was itself
                     obligated to pay the Overdue Amount (the "Liability Date"),
                     through and including the date of payment by you is
                     actually made (the "Payment Date"), of U.S.$ (the "Interest
                     Amount").

              5.     Petrobras is requested to acknowledge receipt of this
                     notice by countersigning in the space provided below and
                     returning a copy of the same to the Issuer at the address
                     provided in the Standby Purchase Agreement with a copy by
                     facsimile to the Trustee at fax: (212) 815-3522 (Attention:
                     Global Finance Unit).

                                              THE BANK OF NEW YORK, as Trustee


                                              By:
                                                 ----------------------------
                                                  Name:
                                                  Title:

ACKNOWLEDGED & AGREED

PETROLEO BRASILEIRO S.A.--PETROBRAS



By:
        ---------------------------------------
        Name:
        Title:
        Date:

<PAGE>

                                                                       EXHIBIT C




                      FORM OF INCONVERTIBILITY CERTIFICATE

                                                                          [DATE]


The Bank of New York
101 Barclay Street
21 W
New York, New York 10286

Attention: Corporate Trust Department

Dear Sirs,

               Reference is made to that certain (i) amended and restated
indenture (as amended and supplemented from time to time, the "Indenture")
initially dated as of February 4, 2002, as amended and restated as of February
28, 2002, between Petrobras International Finance Company (the "Issuer") and
you, as trustee (the "Trustee") and (ii) amended and restated standby purchase
agreement (as amended and supplemented from time to time, the "Standby Purchase
Agreement") initially dated as of February 4, 2002, as amended and restated as
of February 28, 2002, between you and Petroleo Brasileiro S.A.--Petrobras, as
the standby purchaser (the "Standby Purchaser"). Capitalized terms not defined
herein shall have the meanings set forth in the Indenture.

               Pursuant to Section 5.2 of the Indenture and Section 10(m) of the
Standby Purchase Agreement, the Issuer and the Standby Purchaser hereby certify
to you, the Trustee, acting on behalf of the holders of the Issuer's 9 1/8%
Senior Notes due 2007, as follows:

              (i)    [PLEASE DELETE ONE OF THE FOLLOWING AS APPROPRIATE]

                            (a) [The Issuer is unable to repay the principal
                            amount of the Notes and the Standby Purchaser does
                            not have funds available to satisfy its obligations
                            under the Standby Purchase Agreement to pay the
                            Total Payment Amount;]

                            (b) [The Issuer is unable to pay interest on the
                            Notes and the Standby Purchaser does not have funds
                            available to it to satisfy its obligations under the
                            Standby Purchase Agreement to pay a Partial
                            Non-Payment Amount;]

              (ii) The Standby Purchaser has funds in Brazilian Reais but is
       unable to convert such funds and transfer them outside of Brazil to the
       Trustee for payment of amounts due under or in respect of the Notes due
       to the occurrence and continuation of an Expropriation Event or
       Inconvertibility Event which occurred on _________________; and

              (iii) The Issuer and the Standby Purchaser have used their best
       efforts to either convert and transfer the funds referred to in clause
       (iii) above; and

              (iv) Neither the Issuer nor the Standby Purchaser has funds
       available to it outside of Brazil to satisfy its obligations under the
       Indenture or Standby Purchase Agreement, respectively.

                                    PETROBRAS INTERNATIONAL FINANCE COMPANY


                                    By:   _____________________________________
                                    Name:
                                    Title:

                                    PETROLEO BRASILEIRO S.A.---PETROBRAS


                                    By: _______________________________________
                                    Name:
                                    Title: