EXHIBIT 4.5
 _________________________
 LOAN AGREEMENT
 _________________________
 Between:
 PETROBRAS INTERNATIONAL BRASPETRO BV.  PIB-BV
 And
 WORLD FUND FINANCIAL SERVICES
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LOAN AGREEMENT NUMBER: /2008
 The undersigned:
 1 PETROBRAS INTERNATIONAL BRASPETRO BV.
  2 WORLD FUND FINANCIAL SERVICES nd
  Whereas :
 (a)
 (b)
 (c)
 (d)
 Have agreed as follows:
 Article 1  Loan
 1.1
 1.2
 Bank of America
100 West 33rd Street  4th Floor
New York, NY 10001  USA
 Attention: Paulo Pereira / Alfonso Guevara
Fed ABA: 026009593
Swift: BOFAUS3N
CHIPS ABA: 0959
Account: 6550-7- 23338
Petrobras International Braspetro B.V.  PIB BV
 Article 2  Interest
 2.1
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LIBOR  means, in relation to any amount owed by the Borrower in Dollars hereunder on which
interest for a given period is to accrue, the rate per annum to be, with respect to the relevant
Interest Period:
 (a) The arithmetic mean of the offered quotations for LIBOR published by the BBA for such
Interest Period at or about 11.00 a.m. (London time) on the Reset Date for a period of
thirty (30) days.  (b) If such rate is not published by BBA or the BBA ceases to exit or function, the
arithmetic mean of the offered quotation on the Telerate Service Page 3750 (or such other
page as may replace the designated page on the Telerate Service or such other service as
may be nominated by the British Bankers Association) (Telerate Page 3750) at or about
11:00 a.m. (London time) on the Reset Date for such Interest Period.
  2.2
 2.3
 2.4
 2.5
 provided
     Article 3  Term and Accelerated Repayment
 3.1
 3.2
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Article 4  Payments
 4.1
 Citibank NY
111th. Wall Street  21st. Floor
New York, NY 10005  USA
 Attention: Federico Baldou Gallo
ABA: 021000089
Swift: CITIUS33
Account: 36222107
World Fund Financial Services
 4.2
 Article 5   Voluntary and Mandatory Prepayments
 5.1 Voluntary Prepayments . The Borrower may at any time but upon at least three Business
Days notice to the Lender, prepay or cause to be prepaid the Loan in whole or in part, in amounts
aggregating at least USD1,000,000 or any larger multiple of USD100,000, by paying the principal
amount to be prepaid together with interest accrued thereon to the date of prepayment (a
 Voluntary Prepayment ). Such notice of Voluntary Prepayment shall not be revocable by the
Borrower. Any Voluntary Prepayment made by the Borrower shall be applied as follows: (i) first, to
the payment of accrued but unpaid interest and other amounts (excluding principal) in respect of
the Loan; (ii) second, to the payment of the then due and unpaid principal of the Loan; and (iii)
third, to the payment of any other amounts then payable to the lender hereunder.
 5.2 Mandatory Prepayments . The Lender may at any time but upon at least three Business Days
notice to the Borrower cause the Borrower to prepay the Loan in whole or in part, in amounts
aggregating at least USD1,000,000 or any larger multiple of USD100,000, by paying the principal
amount to be prepaid together with interest accrued thereon to the date of prepayment (a
 Mandatory Prepayment ). Such notice of Mandatory Prepayment shall not be refused by the
Borrower. Any Mandatory Prepayment requested by the Lender shall be applied as follows: (i) first,
to the payment of accrued but unpaid interest and other amounts (excluding principal) in respect of
the Loan; (ii) second, to the payment of the then due and unpaid principal of the Loan; and (iii)
third, to the payment of any other amounts then payable to the Lender hereunder.
 Article 6  Termination
 6.1
 6.1.1
 6.1.2
 6.1.3
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6.1.4
 6.2
 6.3
       Article 7  Notices
 7.1
 7.2
 nd
 
 Article 8  Waiver
  Article 9  Invalidity
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Article 10  Assignment and transfer
  Article 11  Amendments
  Article 12  Governing law and Competent court
 12.1
 12.2
   /s/ Gabriel MarchioneWORLD FUND FINANCIAL SERVICES .By virtue of power of attorney
 /s/ Marcos ZacariasPETROBRAS INTERNATIONAL BRASPETRO BV.  PIB-BVBy virtue of power of attorney
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Reset Dates
    
    Period Beginning
    
    Period EndingPeriod 0
    
    20-02-08
    
    21-02-08
    
    29-02-08Period 1
    
    28-02-08
    
    29-02-08
    
    31-03-08Period 2
    
    28-03-08
    
    31-03-08
    
    29-04-08Period 3
    
    28-04-08
    
    29-04-08
    
    30-05-08Period 4
    
    29-05-08
    
    30-05-08
    
    30-06-08Period 5
    
    27-06-08
    
    30-06-08
    
    31-07-08
  7