EX-4.2



 





Exhibit 4.2




AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT




Initially Dated as of October 6, 2006




As Amended and Restated as of February 7, 2007




Between




PETRÓLEO BRASILEIRO S.A.—PETROBRAS,




as Standby Purchaser,




and




THE BANK OF NEW YORK, as




Trustee for the Noteholders




Referred to Herein




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Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 1.

	 	Definitions
	 	 	3	 
	 
	 	 	 	 	 	 
	SECTION 2.

	 	Partial Purchase Obligation
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 3.

	 	Total Purchase Obligation.
	 	 	14	 
	 
	 	 	 	 	 	 
	SECTION 4.

	 	Obligations Absolute
	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 5.

	 	Independent Obligation
	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 6.

	 	Waivers and Acknowledgments
	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 7.

	 	Claims Against the Issuer
	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 8.

	 	Payments Free and Clear of Taxes, Etc.
	 	 	18	 
	 
	 	 	 	 	 	 
	SECTION 9.

	 	Representations and Warranties
	 	 	20	 
	 
	 	 	 	 	 	 
	SECTION 10.

	 	Covenants
	 	 	32	 
	 
	 	 	 	 	 	 
	SECTION 11.

	 	Amendments, etc.
	 	 	35	 
	 
	 	 	 	 	 	 
	SECTION 12.

	 	Notices, Etc.
	 	 	35	 
	 
	 	 	 	 	 	 
	SECTION 13.

	 	No Waiver; Remedies
	 	 	35	 
	 
	 	 	 	 	 	 
	SECTION 14.

	 	Indemnification
	 	 	36	 
	 
	 	 	 	 	 	 
	SECTION 15.

	 	Subordination
	 	 	36	 
	 
	 	 	 	 	 	 
	SECTION 16.

	 	Continuing Agreement; Assignment of Rights Under the
Indenture and the Notes
	 	 	37	 
	 
	 	 	 	 	 	 
	SECTION 17.

	 	Currency Rate Indemnity
	 	 	37	 
	 
	 	 	 	 	 	 
	SECTION 18.

	 	Governing Law; Jurisdiction; Waiver of Immunity, Etc.
	 	 	38	 
	 
	 	 	 	 	 	 
	SECTION 19.

	 	Execution in Counterparts
	 	 	40	 
	 
	 	 	 	 	 	 
	SECTION 20.

	 	Pledge of Interests
	 	 	40	 
	 
	 	 	 	 	 	 
	SECTION 21.

	 	Entire Agreement
	 	 	40	 






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AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT




          AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT (this “Agreement”), initially dated as
of October 6, 2006, as amended and restated as of February 7, 2007, between PETRÓLEO BRASILEIRO
S.A.—PETROBRAS (the “Standby Purchaser”), a sociedade de economia mista organized and
existing under the laws of the Federative Republic of Brazil (“Brazil”), and THE BANK OF
NEW YORK, a New York banking corporation, as successor to JPMORGAN CHASE BANK, N.A., as trustee for
the holders of the Notes (as defined below) issued pursuant to the Indenture (as defined below)
(the “Trustee”).




WITNESSETH:




          WHEREAS, Petrobras International Finance Company, a Cayman Islands limited company and a
wholly-owned Subsidiary of the Standby Purchaser (the “Issuer”), entered into an Indenture
dated as of July 19, 2002 (the “Original Indenture”) with the Trustee;




          WHEREAS, the Issuer entered into the Fifth Supplemental Indenture with the Standby Purchaser
and the Trustee dated as of October 6, 2006 (the “Fifth Supplemental Indenture”) as a supplement to
the Original Indenture and pursuant to which the Issuer issued U.S. $500,000,000 of its 6.125%
Global Notes due 2016 (the “Original Notes”);




          WHEREAS, the Issuer is now issuing an additional U.S. $399,053,000 principal amount of its
6.125% Global Notes due 2016 (the “Re-Opening Notes” and, together with the Original Notes,
the “Notes”), pursuant to an amendment and restatement of the Fifth Supplemental Indenture
(the “Amended and Restated Fifth Supplemental Indenture”). The Original Indenture, as
supplemented by the Amended and Restated Fifth Supplemental Indenture, and as amended or
supplemented from time to time with respect to the Notes, is hereinafter referred to as the
“Indenture”;




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




          WHEREAS, the Standby Purchaser is willing to enter into this Agreement in order to provide the
holders of the Notes (the “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 be obligated, without any action on the part of the
Noteholders, to immediately 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 by the Issuer 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




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obligated hereunder) to
enter into and maintain at all times during the term of this Agreement arrangements for the import
of oil and petroleum products 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:




          “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 25% 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 voting securities, by contract or otherwise.




          “Agreement” has the meaning set forth in the preamble to this Agreement.




          “Amended and Restated Fifth Supplemental Indenture” has the meaning specified 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).




          “Base Prospectus” has the meaning set forth in the definition of Registration
Statement herein.




          “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.

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          “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 Issuer’s jurisdiction of incorporation or Brazil.




          “Closing Date” means February 7, 2007.



          “Companies” means the Issuer and the Standby Purchaser.



          “Dealer Managers” means Morgan Stanley & Co. Incorporated and UBS Securities LLC,
acting as such under the Dealer Manager Agreement.




          “Dealer Manager Agreement” has the meaning specified in Section 9(b).




          “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 Prospectus” has the meaning specified in Section 9(e).




          “Exchange Registration Statement” means the registration statement on Form F-4 under
the Securities Act, initially dated November 1, 2006 and as amended on December 18, 2006, filed
with the SEC (File No. 333-138345).




          “Fifth Supplemental Indenture” has the meaning set forth in the preamble to this
Agreement.




          “Final Offering Document” has the meaning specified in Section 9(c).




          “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.

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          “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.



          “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 accepted 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 of any nature imposed by Brazil, the jurisdiction of
incorporation of the Issuer (or any successor), Luxembourg or any other jurisdiction in which the
Issuer appoints a paying agent under the Indenture or any political subdivision of such
jurisdictions.




          “Indenture” has the meaning specified in the preamble to this Agreement.




          “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.




          “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.




          “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




5









 







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, as to any Person, any Subsidiary of such Person which, on
any given date of determination, accounts for more than 15% of Petrobras’ total consolidated
assets, as such total assets are set forth on the most recent consolidated financial statements of
Petrobras prepared in accordance with U.S. GAAP (or if Petrobras does not prepare financial
statements in U.S. GAAP, consolidated financial statements prepared in accordance with Brazilian
generally accepted accounting principles).




          “Noteholders” has the meaning specified in the preamble of this Agreement.




          “Notes” has the meaning specified in the preamble of this Agreement.




          “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



6









 






     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” means October 6, 2006.




          “Original Indenture” has the meaning set forth in the preamble to this Agreement.




          “Original Notes” has the meaning specified in the preamble to this Agreement.




          “Other Taxes” means any present or future stamp, documentary, excise, property or
similar taxes, charges or levies imposed by Brazil, the jurisdiction of the Issuer, Luxembourg or
any other jurisdiction in which the Issuer appoints a paying agent under the Indenture or any
political subdivision of such jurisdictions 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 Amount With Interest” 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 Free Writing Prospectus” has the meaning set forth in the preamble to the
Underwriting Agreement among the Companies, Morgan Stanley & Co. Incorporated and UBS Securities
LLC, dated September 29, 2006 related to the offering of the Original Notes.




          “Permitted Lien” means a:





     (i) Lien granted in respect of Indebtedness owed to the Brazilian government, Banco
Nacional de Desenvolvimento Econômico 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



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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 as long as 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, as
the case may be;




     (vi) Lien granted in connection with the 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 as long as 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 resulting from the Transaction Documents;




     (xi) Lien incurred in connection with the issuance of debt or similar securities of a
type comparable to those already issued by the Issuer, on amounts of cash or cash
equivalents on deposit in any reserve or similar account to pay interest on such securities
for a period of up to 24 months as required by any Rating Agency as a condition to such
Rating Agency rating such securities investment grade or as is otherwise consistent with
market conditions at such time, as such conditions are satisfactorily demonstrated to the
Trustee;




     (xii) Lien granted or incurred to secure any extension, renewal, refinancing,
refunding or exchange (or successive extensions, renewals, refinancings, refundings or



8









 






exchanges), in whole or in part, of or for any Indebtedness secured by Lien referred to in
paragraphs (i) through (xi) above (but not paragraph (iv)), provided 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 paragraphs 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




     (xiii) Lien in respect of Indebtedness the principal amount of which in the aggregate,
together with all Liens not otherwise qualifying as the Standby Purchaser’s Permitted Liens
pursuant to clauses (i) through (xii) of this definition, does not exceed 15% of the Standby
Purchaser’s consolidated total assets (as determined in accordance with U.S. GAAP) at any
date as at 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).




          “Pre-Pricing Prospectus” means each preliminary prospectus supplement, in the form so
furnished to the Underwriters, including the Base Prospectus, and the documents incorporated by
reference therein.




          “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.




          “Prospectus Supplement” 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;



9









 






     (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.



          “Rating Agency” means a Nationally Recognized Statistical Rating Organization as
designated by the SEC Division of Market Regulation.




          “Registration Statement” means the registration statement on Form F-3 under the
Securities Act, initially dated August 30, 2004 and as amended on September 7, 2004 and further
amended on November 8, 2004 and July 15, 2005, filed with the SEC (File No. 333-118644) covering
the registration of the Notes under the Securities Act and including the related base prospectus in
the form dated July 15, 2005 (the “Base Prospectus”) at the time such registration
statement was declared effective by the SEC, as amended to the date hereof (including any
post-effective amendment that includes a prospectus or prospectus supplement), together with any
documents incorporated by reference therein.




          “Re-Opening Exchange Prospectus” has the meaning specified in Section 9(d).




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




          “Re-Opening Offering Document” has the meaning specified in Section 9(e).




          “SEC” means the United States Securities and Exchange Commission.

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




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




          “Stated Maturity” has the meaning specified in the Indenture.




          “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(g)(i)(A).




          “Taxing Jurisdiction” has the meaning specified in Section 8(c).




          “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 Non-Payment Amount” shall have the meaning specified in Section 3(a).




          “Total Non-Payment Amount With Interest” has the meaning specified in Section 3(a).




          “Total Non-Payment Due Date” shall have the meaning specified in Section 3(a).




          “Total Non-Payment Overdue Interest” has the meaning specified in Section 3(a).




          “Transaction Documents” means, collectively, the Indenture, the Notes and this
Agreement.




          “Trustee” has the meaning specified in the preamble of this Agreement.




          “Underwriters” means Morgan Stanley & Co. Incorporated and UBS Securities LLC, acting
as such under the Underwriting Agreement.




          “Underwriting Agreement” has the meaning specified in Section 9(a).




11









 








          “United States” or “U.S.” means the United States of America.




          “U.S. GAAP” means generally accepted accounting principles in effect in the United
States of America applied on a basis consistent with the principles, methods, procedures and
practices 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



12









 






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 that, prior to the Stated Maturity of the principal of the Notes, the Issuer
shall fail to make any payment on the Notes in respect of interest, principal or other amounts as
contemplated in the Indenture and/or the Notes (including, without limitation, any Additional
Amounts) on the date any such payment is due under the terms of the Notes and the Indenture (other
than in the case of an acceleration thereof in accordance with the Indenture) (such date, the
“Partial Non-Payment Due Date”), then in such event (i) the Standby Purchaser shall be
obligated to pay immediately to the Trustee, for the benefit of the Noteholders under the
Indenture, the amount that the Issuer was required to pay but failed to pay on such date under the
terms of the Indenture and the Notes (the “Partial Non-Payment Amount”) and (ii) the
Trustee shall provide notice to the Standby Purchaser of the failure of the Issuer to make such
payment; provided, however, that the failure to provide such notice shall not in any way excuse the
Standby Purchaser from its obligations hereunder. The notice contemplated herein 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 Partial Non-Payment
Due Date. The Partial Non-Payment Notice shall (i) confirm the Partial Non-Payment Amount and the
fact that such amount was not paid on the Partial Non-Payment Due Date and (ii) remind the Standby
Purchaser that it is obligated to pay the Partial Non-Payment Amount immediately. To the extent
that the Standby Purchaser fails to pay the Partial Non-Payment Amount immediately pursuant to this
Section 2(a) (whether or not it has received the Partial Non-Payment Notice), the Standby Purchaser
shall be obligated hereunder to pay, in addition to the Partial Non-Payment Amount, interest on
such amount at the Default Rate from the Partial Non-Payment Due Date to and including the actual
date of payment by the Standby Purchaser (the “Partial Non-Payment Overdue Interest” and,
together with the Partial Non-Payment Amount, the “Partial Non-Payment Amount With
Interest”), which date of payment shall be a Business Day.




          (b) Payment of the Partial Non-Payment Amount With Interest shall be in consideration of the
purchase by the Standby Purchaser of the rights of the Noteholders to receive such amount from the
Issuer. 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




13









 







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 With
Interest shall be absolute and unconditional upon failure of the Issuer to make, prior to the
Stated Maturity of the principal on the Notes, any payment on the Notes in respect of interest,
principal or other amounts as contemplated in the Indenture and/or the Notes (including, without
limitation, any Additional Amounts) on the date any such payment is due. All amounts payable by
the Standby Purchaser hereunder in respect of any Partial Non-Payment Amount With Interest shall be
payable in U.S. dollars and in immediately available funds to the Trustee at the account specified
in Section 12 below, or to such other account as may be 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) In the event that, at the Stated Maturity
of the principal on the Notes (or earlier upon any acceleration thereof in accordance with the
terms of the Indenture), the Issuer shall fail to make any payment in respect of principal,
interest or other amounts due under the Indenture and the Notes on the date any such payment is so
due (such date, the “Total Non-Payment Due Date”) then in such event, (i) the Standby
Purchaser shall be obligated to pay immediately to the Trustee, for the benefit of the Noteholders
under the Indenture, the amount that the Issuer was required to pay but failed to pay on such date
under the terms of the Notes and the Indenture (the “Total Non-Payment Amount”) and (ii)
the Trustee shall provide notice to the Standby Purchaser of the failure of the Issuer to make such
payment, provided, however, that the failure to provide such notice shall not in any way excuse the
Standby Purchaser from its obligations hereunder. The notice contemplated herein 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 Total Non-Payment Due Date. The Total
Non-Payment Notice shall (i) confirm the amount of the Total Non-Payment Amount and the fact that
such amount was not paid on the Total Non-Payment Due Date and (ii) remind the Standby Purchaser
that it is obligated to pay the Total Non-Payment Amount immediately. To the extent that the
Standby Purchaser fails to pay the Total Non-Payment Amount immediately when required pursuant to
this Section 3(a) (whether or not it has received the Total Non-Payment Notice), the Standby
Purchaser shall be obligated hereunder to pay, in addition to the amounts specified above, interest
on such amount at the Default Rate from the Total Non-Payment Due Date to and including the actual
date of payment by the Standby Purchaser (the “Total Non-Payment Overdue Interest” and,
together with the Total Non-Payment Amount, the “Total Non-Payment Amount With Interest”),
which date of payment shall be a Business Day. Notwithstanding anything to the contrary herein,
the failure by the Trustee to deliver a Total




14









 







Non-Payment Notice as provided herein shall not
release the Standby Purchaser of its obligations to pay the Total Non-Payment Amount With Interest
in the manner set forth in this Section 3(a).




          (b) Payment of the Total Non-Payment Amount With Interest by the Standby Purchaser shall be in
consideration of the purchase by the Standby Purchaser of the rights of the Noteholders to receive
such amount from the Issuer. 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 Non-Payment Amount With Interest
shall be absolute and unconditional upon failure of the Issuer to make, at the Stated Maturity of
the principal of the Notes (or earlier upon any acceleration thereof in accordance with the terms
of the Indenture), any payment in respect of principal, interest or other amounts due under the Indenture and the Notes on the date any such payment is due. All
amounts payable by the Standby Purchaser hereunder in respect of any Total Non-Payment Amount With
Interest shall be payable in U.S. dollars and in immediately available funds to the Trustee at the
account specified in Section 12 below, or to such other account as may be 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 Non-Payment Overdue Interest.




          (d) 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 With Interest or the Total Non-Payment Amount With Interest
(collectively, the “Purchase Obligations”) are absolute and unconditional 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;




15









 






     (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; or




     (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.



          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




16









 







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 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 are 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




17









 







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 With
Interest and/or the Total Non-Payment Amount With Interest 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; provided that if the
Standby Purchaser shall be required to deduct any Indemnified 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. The Standby Purchaser shall indemnify and make whole the Noteholders for any such
Other Taxes payable by the Standby Purchaser under this paragraph paid by such Noteholders.




18









 








          (c) Notwithstanding anything to the contrary in Section 8(a) 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 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 on the Notes to an individual and are required to be
made pursuant to European Union Council Directive 2003/48/EC implementing the conclusions of the
Economic and Financial Council of Ministers of the member states of the European Union (ECONFIN)
Council meeting of November 26-27, 2000 on the taxation of savings income 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 or Trustee who would have been able to avoid
such withholding or deduction by requesting that a payment on the Notes be made by, or presenting
the relevant Notes for payment to another paying agent located in a member state of the European
Union, or (viii) 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.




          The Standby Purchaser shall, while European Council Directive 2003/48/EC or any other
Directive implementing the conclusions of the ECOFIN council meeting of November 26-27, 2000 is in
force, ensure that it maintains a paying agent hereunder in a member state of the European Union
that will not be obliged to withhold or deduct tax pursuant to such Directive.




          (d) 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.

19









 









          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) The Companies and the transactions contemplated in the Underwriting Agreement dated as of
September 29, 2006 among the Standby Purchaser, the Issuer and the Underwriters (the
“Underwriting Agreement”) in connection with the offer and sale of the Original Notes meet
the requirements set forth in Form F-3 under the Securities Act for use of the Registration
Statement in connection with the offering of the Original Notes that are the subject of this
Agreement.




          (b) The Companies and the transactions contemplated in the Dealer Manager Agreement dated as
of January 4, 2007 among the Standby Purchaser and the Dealer Managers (the “Dealer Manager
Agreement”) in connection with Re-Opening Notes meet the requirements set forth in Form F-4
under the Securities Act for use of the Exchange Registration Statement in connection with the
offering of the Re-Opening Notes that are the subject of this Agreement.




          (c) The Standby Purchaser and the Issuer have filed the Registration Statement and the
Exchange Registration Statement with the SEC, each of the Registration Statement and the Exchange
Registration Statement has been declared effective under the Securities Act, no stop order
suspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement,
the Final Offering Document, the Exchange Prospectus or any Permitted Free Writing Prospectus, or
the effectiveness of the Registration Statement or the Exchange Registration Statement has been
issued, and no proceedings for such purposes have been instituted or, to the best of the Companies’
knowledge, threatened by the SEC.




          (d) The Standby Purchaser and the Issuer filed with the SEC on October 2, 2006 pursuant to
Rule 424(b) under the Securities Act a final form of supplement to the Base Prospectus (the
“Prospectus Supplement”) dated September 29, 2006 relating to the Original Notes and the
distribution thereof. The Base Prospectus as supplemented by the Prospectus Supplement in the form
in which it was filed with the SEC pursuant to Rule 424(b), together with any documents
incorporated by reference therein, is herein referred to as the “Final Offering Document”.




          (e) The Standby Purchaser and the Issuer have filed with the SEC on January 4, 2007 pursuant
to Rule 424(b) under the Securities Act a final form of supplement to the Exchange Prospectus (the
“Exchange Prospectus”) dated January 4, 2007, relating to the Re-Opening Notes. The
Exchange Prospectus in the form in which it was filed with the SEC pursuant to Rule 424(b), together with any documents incorporated by reference therein, is
herein referred to as the “Re-Opening Offering Document.”




          (f) Each of the Companies has filed all the documents required to be filed by it with the SEC
pursuant to the Exchange Act, including but not limited to the annual reports on Form 20-F for the
year ended December 31, 2005 and Forms 6-K in connection with their respective financial statements
for the three months ended March 31, 2006, for the six months ended June 30, 2006 and for the nine
months ended September 30, 2006. Each document filed or to be filed by the Companies under the
Exchange Act complied and will comply when so filed in




20









 







all material respects with the requirements
of the Exchange Act and the applicable rules and regulations of the SEC and the documents
incorporated or deemed to be incorporated by reference in the Registration Statement, the Exchange
Registration Statement, the Final Offering Document and the Re-Opening Offering Document, at the
time they were or hereafter are filed with the SEC, complied and will comply in all material
respects with the requirements of the Securities Act, the Exchange Act and the rules and
regulations thereunder.




          (g) The Original Indenture, Amended and Restated Fifth Supplemental Indenture and this
Agreement have been qualified under the TIA, and all filings and other actions required under the
TIA to permit the use of the Indenture, the issuance of the Notes thereunder and the execution by
the Standby Purchaser and the Trustee of this Agreement have been made and taken prior to the date
hereof.




          (h) Prior to the termination of the offering of the Notes, neither the Standby Purchaser nor
the Issuer has filed any amendment to the Registration Statement or the Exchange Registration
Statement or supplement to the Final Offering Document or to the Re-Opening Offering Document which
shall not have previously been furnished to the Underwriters and the Dealer Managers or of which
the Underwriters and the Dealer Managers shall not previously have been advised or to which the
Underwriters or the Dealer Managers shall have reasonably objected in writing.




          (i) Each of the Registration Statement, as amended, as of the time it became effective under
the Securities Act, and the Final Offering Document as amended or supplemented as of the date
thereof and as of the Original Closing Date, contained all disclosures required under applicable
laws, including the Securities Act and the rules and regulations thereunder. Each of the Exchange
Registration Statement, as amended, as of the time it became effective under the Securities Act,
and the Re-Opening Offering Document as amended or supplemented as of the date hereof, contains all
disclosures required under applicable laws, including the Securities Act and the rules and
regulations thereunder. Neither (i) the Registration Statement, as amended, as of the time it
became effective under the Securities Act nor (ii) the Final Offering Document as amended or
supplemented as of the Original Closing Date, contains or will 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. Neither (i) the Exchange
Registration Statement, as amended, as of the time it became effective under the Securities Act,
nor (ii) the Re-Opening Offering Document as amended and supplemented as of the date hereof,
contains or will contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading. Notwithstanding the foregoing, the Standby Purchaser does not make any representation or warranty as to the
information contained in or omitted from (i) the Registration Statement or the Final Offering
Document in reliance upon and in conformity with information furnished in writing to the Standby
Purchaser and the Issuer by any Underwriter, specifically for inclusion therein, which shall
consist solely of the first and sixth paragraphs under the captions “Plan of Distribution” in the
Prospectus Supplement and the first and sixth paragraphs under the captions “Plan of Distribution”
in the Final Offering Document and (ii) the Exchange Registration Statement or the Re-Opening
Offering Document in reliance upon and in conformity with information furnished in writing to the
Standby Purchaser and the Issuer by any Dealer Manager, specifically for




21









 







inclusion therein.




          (j) Neither the Issuer nor the Standby Purchaser is 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.
After giving effect to the offering and sale of the Notes and the application of the proceeds
thereof as described in the Registration Statement, the Final Offering Document, the Exchange
Registration Statement and the Re-Opening Offering Document neither the Issuer nor the Standby
Purchaser will 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.




          (k) Neither the Standby Purchaser, nor any of its Affiliates, nor any person acting on their
behalf (other than the Underwriters 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 Standby Purchaser or the Issuer within
the last 90 days, except in the case of either (i) or (ii) as contemplated by the Underwriting
Agreement.




          (l) Neither the Standby Purchaser, nor any of its Affiliates, nor any person acting on their
behalf (other than the Underwriters 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 or the Issuer to facilitate the initial sale or
resale of the Notes under the Exchange Act, or otherwise.




          (m) The Standby Purchaser has been duly organized and is validly existing as a sociedade de
economia mista (mixed-capital company) in good standing (to the extent that good standing is
applicable under applicable Law) 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 required by
law) under the Laws of the jurisdiction in which it is chartered or organized. Each of the Standby
Purchaser and its Significant Subsidiaries is licensed (if and to the extent required by law) 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 Registration Statement, the Exchange
Registration Statement, the Final Offering Document and the Re-Opening Offering Document, 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 other Significant Subsidiaries.




          (n) 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




22









 







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.




          (o) The Standby Purchaser’s capitalization as of the Original Closing Date is as set forth in
the Final Offering Document. The Standby Purchaser’s capitalization as of the Closing Date is as
set forth in the Re-Opening Offering Document.




          (p) There have been no material changes with respect to the matters disclosed in “Item 11.
Qualitative and Quantitative Disclosure About Market Risk” in the Form 20-F of the Standby
Purchaser for the year ended December 31, 2005, except as otherwise specified in the Final Offering
Document and the Re-Opening Offering Document.




          (q) This Agreement has been duly authorized, executed and delivered by the Standby Purchaser;
each of this Agreement, the Amended and Restated Fifth Supplemental Indenture and each other
document executed and delivered in connection therewith to which 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
Registration Statement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the Final
Offering Document and the Re-Opening Offering Document fairly summarize the rights and obligations
of the parties thereto.




          (r) The Notes have been duly authorized, and, when issued under the Indenture, authenticated
by the Trustee and delivered to and paid for by the Underwriters pursuant to the Underwriting
Agreement, 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 Registration Statement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the
Final Offering Document and the Re-Opening Offering Document.




          (s) The Notes will constitute the general unsecured and unsubordinated obligations of the
Issuer and will rank pari passu in priority of payment and in right of seniority with all other
unsecured and unsubordinated obligations of the Issuer that are not, by their terms, expressly
subordinated in right of payment to the Notes, except for statutory liens and preferences. The
obligations of the Standby Purchaser under this Agreement will constitute the general unsecured and
unsubordinated obligations of the Standby Purchaser and will rank pari passu in priority of payment
and in right of seniority with all other unsecured and unsubordinated obligations of the Standby
Purchaser that are not, by their terms, expressly




23









 







subordinated in right of payment to the rights of
the Trustee, except for statutory liens and preferences.




          (t) 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 or (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
Registration Statement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the Final
Offering Document and the Re-Opening Offering Document 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, except for (i) the filing of the Prospectus Supplement and the Re-Opening
Exchange Prospectus, in each case, pursuant to Rule 424(b) under the Securities Act, which has been
effected prior to the date hereof, (ii) such consents as may be required under state or foreign
securities or blue sky laws and (iii) such filings or consents as may be required by the by-laws
and rules of the National Association of Securities Dealers, Inc. or NASD Regulation, Inc. in
connection with the use of the Base Prospectus for issuances of securities by the Standby Purchaser
and the Issuer and the purchase and distribution of the Notes by the Underwriters and the
confirmation by the National Association of Securities Dealers, Inc. that it has no objection with
respect to the fairness and reasonableness of the underwriting terms and arrangements, each of
which has, to the best of the Companies’ knowledge been obtained and is in full force and effect.




          (u) 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 Material 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 is 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.




          (v) The consolidated historical financial statements of the Issuer and the Standby Purchaser
and their consolidated Subsidiaries included in the Final Offering Document and the Re-Opening
Offering Document, together with the related notes, 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 financial information set forth under the captions “Summary Financial Information for
PIFCo,” and “Summary Financial Information for




24









 







Petrobras” in the Pre-Pricing Prospectus, the Final Offering Document and the Re-Opening Offering Document fairly present, on the basis stated in the
Pre-Pricing Prospectus, the Final Offering Document and the Re-Opening Offering Document, the
information included therein. Except as disclosed in the Pre-Pricing Prospectus, the Final Offering
Document and the Re-Opening Offering Document, there has been no material adverse change in the
condition (financial or otherwise) prospects, earnings, business, or properties of either of the
Issuer or the Standby Purchaser and their consolidated Subsidiaries, taken as a whole, since
December 31, 2005. The segment data and other financial and statistical information incorporated
by reference in the Registration Statement, the Pre-Pricing Prospectus, the Final Offering Document
and the Re-Opening Offering Document present fairly the information included therein and have been
prepared on a basis consistent with that of the financial statements that are incorporated by
reference in the Registration Statement, the Exchange Registration Statement, the Pre-Pricing
Prospectus, the Final Offering Document and the Re-Opening Offering Document, and the books and
records of the respective entities presented therein.




          (w) There are no pro forma or consolidated financial statements or other financial statements
or data which are required to be included or incorporated by reference in the Registration
Statement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the Final Offering
Document or the Re-Opening Offering Document in accordance with Regulation S-X under the Securities
Act which have not been included as so required.




          (x) The statistical, industry-related and market-related data included in the Pre-Pricing
Prospectus and the Final Offering Document or the Re-Opening Offering Document are based on or
derived from sources which the Standby Purchaser and the Issuer reasonably and in good faith
believe are reliable and accurate, and such data agree with the sources from which they are
derived.




          (y) Except as set forth or contemplated in the Pre-Pricing Prospectus, the Final Offering
Document and the Re-Opening Offering Document, 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.




          (z) No action, suit or proceeding by or before any Governmental 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 Pre-Pricing Prospectus, the Final Offering Document and the Re-Opening
Offering Document. Neither the Issuer, the Standby Purchaser nor any of their Subsidiaries is in
violation of or in default with respect to any applicable statute (including, without limitation,
any applicable provision of the Sarbanes-Oxley Act, including any rules and regulations thereunder
or related thereto), rule, writ, injunction, decree, order or regulation of any Governmental
Authority having jurisdiction over such Person which is reasonably likely to have a Material
Adverse Effect.




25









 








          (aa) 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 Pre-Pricing Prospectus, the Final Offering
Document and the Re-Opening Offering Document, 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 Pre-Pricing Prospectus, the Final Offering Document and the
Re-Opening Offering Document are in full force and effect; and neither the Standby Purchaser nor
the Issuer has had any notice that any material claim of any sort has been asserted by anyone
adverse to the Standby Purchaser’s or the Issuer’s 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.




          (bb) Each of KPMG Auditores Independentes and Ernst & Young Auditores Independentes (who have
certified the financial statements of the Issuer and the Standby Purchaser and supporting schedules
and information of Standby Purchaser and the Issuer and their consolidated Subsidiaries and
delivered their report with respect to the audited and unaudited consolidated financial statements
and other financial information included in the Final Offering Document and in the Re-Opening
Offering Document relating to the Issuer and the Standby Purchaser and their consolidated
Subsidiaries) 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 Regulation S-X under the Securities Act and the Exchange Act and are certified public
accountants with respect to the Standby Purchaser and the Issuer under the standards established by
the local authorities in the Cayman Islands and Brazil.




          (cc) 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.




          (dd) 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 when the failure to do
so would not have a Material Adverse Effect; and neither of the Issuer or




26









 







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.




          (ee) 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.




          (ff) 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.




          (gg) 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 Registration Statement, the Exchange Registration Statement, the Pre-Pricing
Prospectus, the Final Offering Document and the Re-Opening Offering Document. It is not necessary
under the laws of Brazil or the Cayman Islands that any of the holders of the Notes, 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.




          (hh) 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.




          (ii) 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 Registration
Statement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the Final Offering
Document and the Re-Opening Offering Document, have not received notice of




27









 







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 Registration Statement, the Pre-Pricing
Prospectus, the Final Offering Document and the Re-Opening Offering Document, 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.




          (jj) 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 would not, singly or in the
aggregate, have a Material Adverse Effect.




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




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




          (mm) 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




28









 







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.




          (nn) 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 Final Memorandum be enforceable in the courts of
Brazil and the Cayman Islands without reexamination of the merits.




          (oo) 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 Final Offering Document and the Re-Opening Offering Document.




          (pp) 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.




          (qq) Both presently and immediately after giving effect to the transactions contemplated
hereunder, in the Final Offering Document and in the Re-Opening Offering Document, 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.




          (rr) None of the Noteholders, the Underwriters 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




29









 







Documents or by virtue of the ownership or transfer of a 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.




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




          (tt) There are no Cayman Islands 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.




          (uu) 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 to the Trustee (to the extent
that such payments are for the benefit of non-residents of Brazil)or the holders (that are
non-residents of Brazil) of the Notes 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%, 25% if the beneficiary is domiciled
in a tax haven jurisdiction or such other lower rate, as it may be contemplated in a bilateral
treaty aimed at avoiding double taxation between Brazil and such other country where the recipient
of the payment has its domicile. 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 (to the extent that such payments are for
the benefit of non-residents of Brazil) or the Holders (that are non-residents of Brazil) of the
Notes 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 by a Brazilian consulate official and the subsequent translation of





30










 




this Agreement into Portuguese 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.




          (vv) 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.




          (ww) 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 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.




          (xx) Except as described in the Final Offering Document and in the Re-Opening Offering
Document, 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.



          (yy) 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




31









 







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.




          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 this Agreement and the Indenture 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(m) 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
failure to do so does not, and will not, have a Material Adverse Effect.




          (c) 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.




          (d) 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.




          (e) 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 senior 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.




          (f) Notice of Defaults. The Standby Purchaser will give written notice to the
Trustee, as soon as is practicable and in any event within ten calendar days after the Standby




32









 







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.




          (g) 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 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):




33









 









     (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.



          (h) 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.




          (i) 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

34









 








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(p)(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.



          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. (a) 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 República do Chile, 65, 20035-900 Rio de
Janeiro — RJ, Brazil, Telephone: (55-21) 3224-4477, Telecopier: (55-21) 3224-4278, Attention:
Wilson de Oliveira Senna, Financings, Leasing and Corporate Loans Manager, if to the Trustee, at 4
New York Plaza, 15th floor, New York, New York 10004, Telephone: (212) 623-5162,
Telecopier: (212) 623-6207, Attention: Institutional Trust Services or, as to any party, at such
other address as shall be designated by such party in a written notice to each other party. 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.




          (c) All payments made by the Standby Purchaser to the Trustee hereunder shall be made to the
Payment Account (as defined in the Indenture), except to the extent otherwise specified in a
Partial Non-Payment Notice or Total Non-Payment Notice.




          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




35









 







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.




36









 








          (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 With Interest or Total Non-Payment Amount With Interest 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:

37









 










     (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




38









 







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
Petróleo 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 and 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, the Issuer or any of their property, assets or






39









 







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) all funds from time to time on deposit in the Payment Account,
(c) all interest, dividends, distributions, cash, instruments and other property from time to time
received, receivable or on deposit in the Payment Account, and (d) all proceeds of any of the
foregoing (together, the “Collateral”). The Standby Purchaser agrees to take all such
action as is required by applicable Law 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, 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
heretofore 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 and the Notes, sets
forth the entire agreement of the parties hereto with respect to the subject matter hereof.




40









 








          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.




	 	 	 	 	 
	 	PETRÓLEO BRASILEIRO S.A.—PETROBRAS

 	 
	 	By:  	/s/ Theodore M. Helms
 	 
	 	 	Name:  	Theordore M. Helms 	 
	 	 	Title:  	General Manager of Petrobras N.Y. Office 	 
	 
	 	WITNESSES:

 	 
	 	1.  	/s/ Jo Dean Adams
 	 
	 	 	Name:  	Jo Dean Adams 	 
	 	 	 	 
	 	2.  	/s/ Manuel Silva
 	 
	 	 	Name:  	Manuel Silva 	 
	 	 	 	 



41









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	STATE OF NEW YORK

     

	 	 	)

)	 	 	     
ss:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On
this 7th day of February, 2007, before me personally came Theodore
Helms to me
known, who, being by me duly sworn, did depose and say that he is the
Attorney-in-Fact
 of Petróleo Brasileiro S.A. — Petrobras, a corporation described in and which executed
the foregoing instrument and acknowledges said instrument to be the free act and deed of said
entity.



     On
this 7th day of February, 2007, before me personally came Joe Dean
Adams
and Manuel Silva to me personally known, who being by me sworn, did depose and say
that they signed their names to the foregoing instrument as witnesses.



[Notarial Seal]




	 	 	 	 	 
	 	 	 
	  	/s/  Lauren A. Roberts
 	 
	 	Notary Public 	 
	 	COMMISSION EXPIRES  2010 	 



42









 






	 	 	 	 	 



	 	 	 	 	 
	ACKNOWLEDGED:



THE BANK OF NEW YORK, as Trustee and not

in its individual capacity

 	 	 
	By:  	/s/  John T. Needham, Jr.
 	 	 
	 	Name:  	John T. Needham, Jr.

	 	Title:  	Vice President 	 	 
	 
	WITNESSES:

 	 	 
	1.  	/s/ Kevin Binnie
 	 	 
	 	Name:  	Kevin Binnie 	 
	 	 	 	 
	2.  	/s/ Lucia Jaklitsch
 	 	 
	 	Name:  	Lucia Jaklitsch 	 	 
	 	 	 	 



43









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	STATE OF NEW YORK

     

	 	 	)

)	 	 	     
ss:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On this 7th day of February, 2007, before me personally came John T. Needham to me
known, who, being by me duly sworn, did depose and say that he is the Vice President of The
Bank of New York described in and which executed the foregoing instrument and acknowledges said
instrument to be the free act and deed of said entity.



     On this 7th day of February, 2007, before me personally came Kevin F. Binnie and
Lucia Jaklitsch to me personally known, who being by me sworn, did depose and say
that they signed their names to the foregoing instrument as witnesses.



[Notarial Seal]




	 	 	 	 	 
	 	Emily Fayan
 	 
	 	Notary Public 	 
	 	COMMISSION EXPIRES

December 31, 2009	 



44









 






	 	 	 	 	 



EXHIBIT A




FORM OF PARTIAL NON-PAYMENT NOTICE




[Date]




VIA FACSIMILE




Petróleo Brasileiro S.A. — Petrobras

Avenida República do Chile, 65

20035-900 Rio de Janeiro

Brazil




Attention : Sérvio Túlio Tinoco

Head of Trade Finance & Foreign Exchange




Petrobras International Finance Company

U.S.$500,000,000 6.125% Global Notes due 2016




Dear Ladies and Gentlemen:




          Reference is made to that certain indenture dated as of July 19, 2002 (the “Original
Indenture”) between Petrobras International Finance Company (“PIFCo”) and The Bank of
New York, a New York banking corporation, as successor to JPMorgan Chase Bank, N.A. (the
“Trustee”), as supplemented by the amended and restated fifth supplemental indenture among
the Issuer, Petróleo Brasileiro, S.A. — Petrobras (“Petrobras”) and the Trustee dated as of
[     ], 2007 (the “Fifth Supplemental Indenture”). The Original Indenture, as
supplemented by the Fifth Supplemental Indenture, and as amended or supplemented from time to time,
with respect to the Notes is hereinafter referred to as the “Indenture.” Reference is also
made to that certain Amended and Restated Standby Purchase Agreement (as amended or supplemented
from time to time, the “Standby Purchase Agreement”) dated as of October 6, 2006 between
the Trustee and Petrobras pursuant to which Petrobras has undertaken to purchase from the holders
of PIFCo’s 6.125% Global Notes due 2016 (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.




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	 	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 Amount.
	 
	 	4.	 	You are hereby directed to pay immediately the Overdue Amount
to the Payment Account referenced in the Standby Purchase Agreement (Account
No.                     ) 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 that payment by you is actually made.
	 
	 	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) 623-6207 (Attention:
Institutional Trust Services).





	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED & AGREED



PETRÓLEO BRASILEIRO S.A.—PETROBRAS

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	Date:  	 	 	 
	 



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EXHIBIT B




FORM OF TOTAL NON-PAYMENT NOTICE




[Date]




VIA FACSIMILE




Petróleo Brasileiro S.A. — Petrobras

Avenida República do Chile, 65

20035-900 Rio de Janeiro

Brazil




Attention : Sérvio Túlio Tinoco

Head of Trade Finance & Foreign Exchange




Petrobras International Finance Company

U.S.$[500,000,000] 6.125% Global Notes due 2016




Dear Ladies and Gentlemen:




          Reference is made to that certain indenture dated as of July 19, 2002 (the “Original
Indenture”) between Petrobras International Finance Company (“PIFCo”) and The Bank of
New York, a New York banking corporation, as successor to JPMorgan Chase Bank, N.A. (the
“Trustee”), as supplemented by the amended and restated fifth supplemental indenture among
the Issuer, Petróleo Brasileiro, S.A. — Petrobras (“Petrobras”) and the Trustee dated as of
[     ], 2007 (the “Fifth Supplemental Indenture”). The Original Indenture, as
supplemented by the Fifth Supplemental Indenture, and as amended or supplemented from time to time
with respect to the Notes, is hereinafter referred to as the “Indenture.” Reference is
also made to that certain Amended and Restated Standby Purchase Agreement (as amended or
supplemented from time to time, the “Standby Purchase Agreement”) dated as of October 6,
2006 between the Trustee and Petróleo Brasileiro, S.A. — Petrobras (“Petrobras”) pursuant
to which Petrobras has undertaken to purchase from the holders of PIFCo’s 6.125% Global Notes due
2016 (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 




B-1









 






	 	 	 	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 Amount.
	 
	 	4.	 	You are hereby directed to pay immediately the Overdue Amount
to the Payment Account referenced in the Standby Purchase Agreement (Account
No.                     ) 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 through and including the date that
payment by you is actually made.
	 
	 	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) 623-6207 (Attention:
Institutional Trust Services).





	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED & AGREED



PETRÓLEO BRASILEIRO S.A.—PETROBRAS

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	Date:  	 	 	 
	 



B-2