EXHIBIT 4.7
 MEMBERSHIP INTEREST PURCHASE AGREEMENT
 THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT Agreement
 (i)
    
    PETROBRAS ENERGÍA S.A., a company duly organized and existing in accordance
with the laws of the Republic of Argentina (PESA or the Seller,
indistinctly); and(ii)
    
    PETROBRAS INTERNATIONAL BRASPETRO BV, a company duly organized and existing in
accordance with the laws of the Netherlands (PIBBV or the Buyer,
indistinctly and collectively with the Seller, the Parties).
 WHEREAS:
 (I)
    
    The Buyer and the Seller, in their respective proportions, are the lawful
owners and sole beneficiaries of the membership interests in PETROBRAS DE VALORES
INTERNACIONAL DE ESPAÑA, S.L. (Sociedad Unipersonal), a limited liability company
organized under the laws of the Kingdom of Spain, domiciled at Miguel Ángel 24, 3°
interior izquierda, Madrid, Kingdom of Spain, registered with the Commercial Registry
of Madrid under Volume 16.071, Folio 44, Page No. M-272084, and holder of TIN [CIF]
B82823907 (PVIE).(II)
    
    The capital of PVIE is represented by 782,053 equal, accruable and indivisible
membership interests of 1 (One Euro) nominal value each, numbered from 1 to 782.053,
both inclusive, fully paid-in, carrying the same rights and obligations (the
Membership Interests).(III)
    
    As of the date hereof the Buyer is the owner of 312,821 membership interests.(IV)
    
    As of the date hereof, Seller is the owner of 469,232 membership interests,
acquired as follows: 60,102 membership interests, numbers 1 to 60,102, according to
articles of organization by notarial instrument [escritura pública] dated December 15,
2000, executed before the Notary Public José Antonio Escartin Ipiens, under No. 5.794
of his notarial protocol; 60,102 membership interests, numbers 60.103 to 120.204,
according to notarial instrument of capital increase dated July 27, 2001, executed
before the Notary Public José Antonio Escartin Ipiens, under No. 3.475 of his notarial
protocol; 4,796 membership interests, numbers 120.205 to 125.000, according to the
notarial instrument of capital increase dated October 11, 2002, before the Notary
Public José Antonio Escartin Ipiens, under No. 3.622 of his notarial protocol; 163.000
membership interests numbers 125.001 to 288.000, according to the notarial instrument
of capital increase dated December 11, 2002 executed
before the
Notary Public José Antonio Escartin Ipiens, under No. 4.445 of his protocol; and
181.232 membership interests, numbers 480.001 to 661.232 according to the notarial
instrument of capital dated December 19, 2007 executed before the Notary Public
Ignacio Ramos Covarrubias, under No. 6.687 of his protocol.




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(V)
    
    PVIE is the direct Controlling company of the companies set forth in Annex A
hereto.(VI)
    
    The Companies are the owners of the following oil assets: a) PEP: Lot X (100%),
Lot 57 (46.16%), Lot 58 (100%), Lot 103 (30%), Lot 110 (50%), Lot 117 (50%), Technical
Assessment Agreements [Convenios de Valuación Técnica] (C.E.T.) N° 26, 27, 28, 29, 30
and 31 of Cuenca Marañón (33.33%); PEV: Campo Acema (3.1%).(VII)
    
    As of the date hereof the management, operation and exploitation of the
Companies were exercised by the Directors designated by the Seller, which performance
has not yet been subject to consideration by the Shareholders Meetings.(VIII)
    
    Although the sale involves the sale of Companies, their assets consist of hydrocarbon
developments as regards which there has been no Operating Committee to follow the works
and investments, as is the usual practice in the industry, the forgoing supports the
inclusion herein of certain representations and warranties of the Seller.(IX)
    
    The Seller desires to sell and transfer to the Buyer, and the Buyer desires to
purchase from the Seller, approximately 60% (sixty per cent) of the Membership
Interests representing the capital of PVIE, in accordance with and pursuant to the
terms and conditions hereto. Thus, the Seller, after the execution of this Purchase
Agreement will have sold to the Seller its aggregate interests held in PVIE.
 NOW THEREFORE,
 ARTICLE 1. DEFINITIONS
 Definitions Annex 1.1
 Certain Issues related to Interpretation hereof herein hereby herewith include including ordinary course of business




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ARTICLE 2. PURCHASE OF MEMBERSHIP INTERESTS
 Purchase of Membership Interests   Capital Increase Notarial Instrument Transferred Membership Interests
 Purchase Price , Purchase Price




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Clause 2.2(c) Clause 5.3 (b)
 ARTICLE 3. REPRESENTATIONS  AND WARRANTIES OF THE SELLER
  Organization and Good Standing
  Authorization
  No Conflict




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Title to the Transferred Membership Interests. Subsidiaries
  Capitalization
   Financial Statements Financial Statements Annex 3.6




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Insurance
 Litigation Annex 3.8 Annex 3.22 (b)
 Licenses and Permits
 Taxes Annex 3.10
 Tax Taxes
 Brokers




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Absence of Certain Changes Annex 3.12
 (i)
    
    been subject to any Material Adverse Effect;(ii)
    
    declared, set aside or paid any dividends as regards the outstanding Membership
Interests or shares;(iii)
    
    been subject or received threat of strikes, labor conflicts, work slowdown or
strike (except for those of a national or regional impact) that may bring about a
Material Adverse Effect;(iv)
    
    substantially reassessed any of its material assets;(v)
    
    borrowed any loan in money, sold or issued debt securities, except in the
ordinary course of business;(vi)
    
    repaid or prepaid liabilities or obligations, or pardoned or satisfied debts or
claims or waived rights or claims in its favor, except in the ordinary course of
business;(vii)
    
    made payments or granted loans in money to third parties or legal entities
except in the ordinary course of business;(viii)
    
    licensed, sold, transferred, pledged, changed, disclosed to the public, sold or
allowed the forfeiture of any right of intellectual property;(ix)
    
    allowed that any of its material property or assets in excess of US$100,000 be
subject to material Encumbrances;(x)
    
    sold, transferred or leased (as lessor) any material assets, except for the
following exploration and exploitation rights assignment agreements of the following
hydrocarbon areas that are pending approval from the authorities in Peru:Lot 110: 50% to Ecopetrol del Perú (assignment agreement executed on February
25, 2009 with PEPSA)
Lot 117: 25% to Ecopetrol del Perú (assignment agreement executed on el March 5,
2009) with PEPSA)
Lot 117: 25% to Inpex North Peru Ltd (assignment agreement executed on February 10,
2009 with PEPSA)(xi)
    
    made any change in the methods, policies, practices or accounting principles,
except in compliance with the GAPP applicable to each of the Companies (as the case may
be);(xii)
    
    amended, renegociated or terminated (unless for full performance) any material
contract;(xiii)
    
    waived, or forfeited for its own fault, any tax or promotional benefit to which it
was entitled and that could bring about a Material Adverse Effect; or(xiv)
    
    agreed in writing to perform any of the actions described in this Clause 3.12.




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Governmental Authorizations Annex 3.13
 Title to the Assets of the Companies; No Liens Annex
3.14(a)
  Oil Contracts Annex 3.15 (a) Oil Contracts Annex 3. 15(b)
 Annex 3.15(b)
 Books and Records
 Powers of Attorney Annex 3.17




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Undisclosed Liabilities Annex 3.18
  Restrictions on the Activities of the Companies Annex 3.19
 Environmental Matters Annex 3.8 Annex 3.18 Annex 3. 20(a) Annex 3. 20(b) Environmental
Reports
 Purchase Option Right
 Labor Matters Annex 3. 22(a) Employees




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Annex 3. 22(c)
 Royalties and Mining Surface Fee Annex 3.23 cánones cánones cánones
 Bank Accounts Annex 3.24




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ARTICLE 4. REPRESENTATIONS  AND WARRANTIES OF THE BUYER
  Organization and Good Standing
 Authorization
 Compliance
   Litigation
 Brokers
 Governmental Authorizations Annex 4.6
 Financial Standing




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ARTICLE 5. CLOSING DATE AND DOCUMENTS
 Date and Place of Closing Closing
 Documentation of the Seller
   Obligations of the Buyer
 Clause 2.2 Price Payment Date
 (i)
    
    First Installment: On April 28, 2009 the Buyer shall pay to the Seller the
amount of US$180,000,000.00 (One Hundred and Eighty Million US Dollars) (the First
Installment);(ii)
    
    Second Installment: On July 8, 2010 the Buyer shall pay to the Seller the
amount of US$350,000,000 (Three Hundred and Fifty Thousand Dollars (the Second
Installment).(iii)
    
    Third Installment: On June 1, 2011 the Buyer shall pay to the Seller the
amount of US$89,400,000 (Eighty Nine Million Four Hundred Thousand US Dollars (the
Third Installment).




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ARTICLE 6. INDEMNIZATION
 Indemnization by the Seller
 Article 6 Buyers Indemnified Parties Losses
 Clause 6
   Indemnization by the Buyer
 Article 6 Sellers Indemnified Parties




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6
  Notices and Time to Defend Clauses 6.1 6.2 Indemnified
Party Indemnifying Party provided, however




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Reduction on account of Insurance or Third Party Payments 6 Indemnification Loss Indemnification Payment
 Waiver Article 6
 ARTICLE 7. PROSPECTIVE COMPENSATION  FOR DISCOVERY
 Prospecto
Kinteroni.
 Prospecto Kinteroni
 Prospecto
Kinteroni
 ARTICLE 8. MISCELLANEOUS
 Expenses




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Notices Notices
 
 
 Clause
8. 2(a) Clause 8.2
 Counterparts
 Entire Agreement
 Headings




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Assignment and Amendment of the Agreement
 Applicable Law. Jurisdiction
 Dispute
 Clause 8.7 (b) (ii)
 ex aequo et bono




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Currency of Payment
 Additional Stipulations.
 Severability
 Incorporation of the Annexes




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IN WITNESS WHEREOF
 PETROBRAS ENERGÍA S.A.As SellerBy:
    /s/ José Sanchez MontalbanName: José Sanchez MontalbanTitle: AttorneyPETROBRAS INTERNATIONAL BRASPETRO BV,As BuyerBy:
    /s/ Marcos Antonio ZacariasName: Marcos Antonio ZacariasTitle: Director




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ANNEX A
DIRECT SUBSIDIARIES OF PVIE
 1.
    
    PERUPVIE is the holder of 144,700,990 registered shares of US$1 nominal value each and carrying
one vote per share, fully subscribed for and paid up, representing 99.79% of the ordinary
voting capital stock in PEP.2.
    
    VENEZUELAPVIE is the holder of 96,807,204 common, registered shares, of Bs.284.80 nominal value each
and carrying one vote per share, fully subscribed for and paid up, representing 100% of the
common voting capital stock in PEV.3.
    
    ECUADORPVIE is the holder of 99,999 common, registered shares of US$1 nominal value each and
carrying one vote per share, fully subscribed for and paid up, representing 99.999% of the
common voting capital stock in CP31Oil.




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ANNEX 1.1
DEFINITIONS
  Oil and Gas Assets
 Affiliate
 to the best of the Sellers knowledge
 Argentina
 Tangible Assets
 Closing Clause 5.1
 Buyer
 Hydrocarbon Concessions Annex 3.15(a)
 Agreement
  Oil Contracts Clause 3.15




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Dispute Clause 8.7(b)
 CP31OIL sociedad anónima
 Purchase Option Right
 Business Day
 Material Adverse Effect
 Employees Clause 3.22(a)
 Capital Increase Notarial Instrument Clause 2.1.
 Spain
 Financial Statements Clause 3.6
 Inventories
  Euros




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Execution Date
 Price Payment Dates Clause 5. 3(b)
 Encumbrance joint venture
 Hydrocarbons
 Tax Taxes Clause 3.10(b)
 Environmental Reports Clause 3.20
 Environmental Laws
 Notices Clause 8.2
 Indemnification Payment Clause 6.4
 Party Parties
 Indemnified Party Clause 6.3
 Indemnifying Party Clause 6.3
 Membership Interests
 Transferred Membership Interests Clause 2.1.
 GAAP
 PEP sociedad anónima




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Indemnification Loss Clause 6.4
 Losses Clause 6.1.1
 Exploration Permits Annex
3.15(a)
 Buyers Indemnified Parties Clause 6.1.1
 Sellers Indemnified Parties Clause 6.2.1
 PESA
 PEV sociedad anónima
 Purchase Price Clause 2.2(a)
 First Installment Clause 5.3.(b)(i).
 PIBBV
 Royalty
 Second Installment Clause 5.3.(b)(ii).
 Environmental Condition
 Companies




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Hazardous Substances
 Agreed Interest Rate BBA pro-rata temporis
 Third Installment Clause 5.3.(b)(iii).
 US$ US Dollars
 Seller




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ANNEX 3.6