EX-4.1



 





Exhibit 4.1




AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT




          AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of
January 11, 2008, between PETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Standby Purchaser”), a
sociedade do economia mista organized and existing under the laws of the Federative Republic of
Brazil (“Brazil”), and THE BANK OF NEW YORK, a New York banking corporation, 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”), has entered into an
Indenture dated as of December 15, 2006 (the “Original Indenture”) with the Trustee, as
supplemented by the Amended and Restated First Supplemental Indenture among the Issuer, the Standby
Purchaser and the Trustee dated as of the date hereof (the “Amended and Restated First
Supplemental Indenture”). The Original Indenture, as supplemented by the Amended and Restated
First 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 Issuer has duly authorized the issuance of its notes in such principal amount or
amounts as may from time to time be authorized in accordance with the Indenture and is, on the date
hereof, issuing US$750,000,000 aggregate principal amount of its 5.875% Global Notes due 2018
under the Indenture (the “Reopening Notes”);




          WHEREAS, the Issuer, the Standby Purchaser and the Trustee intend the Reopening Notes to be
consolidated, form a single series and be fully fungible with the Company’s outstanding 5.875%
Global Notes due 2018 originally issued on November 1, 2007 under the Original Indenture as
supplemented by the First Supplemental Indenture, dated as of November 1, 2007, by and among the
Issuer, the Standby Purchaser and the Trustee (the “First Supplement”), in the aggregate
principal amount of $1,000,000,000 (the “Original Notes” and, together with the Reopening
Notes, the “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




 









 




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.




          “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.




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




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          “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 November 1, 2008, the closing date of the issuance of the
Original Notes and the effective closing date of the issuance of the Reopening Notes.




          “Companies” means the Issuer and the Standby Purchaser.

“Default” has the meaning set forth in the Indenture.




          “Default Rate” has the meaning specified in the Indenture.




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




          “Event of Default” has the meaning specified in the Indenture.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




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




          “Amended and Restated First Supplemental Indenture” has the meaning set forth in the
preamble to this Agreement.




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




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





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




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




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




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



          “Indebtedness” means any obligation (whether present or future, actual or contingent
and including, without limitation, any Guarantee) for the payment or repayment of




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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), 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
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.




          “Offering Documents” has the meaning specified in Section 9(a).




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





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




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




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




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



          “Opinion of Counsel” means a written opinion of counsel from any Person either
expressly referred to herein or otherwise reasonably satisfactory to the Trustee which may include,
without limitation, counsel for the Standby Purchaser, whether or not such counsel is an employee
of the Standby Purchaser, which opinion contains:





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




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




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




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



          “Original Indenture” has the meaning set forth 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, 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.




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          “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 Issuer, the Standby Purchaser, Citigroup Global Markets Inc., HSBC
Securities (USA) Inc. and BNP Paribas Securities Corp., dated January 8, 2008 related to the
offering of the Reopening 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
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;



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     (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
exchanges), in whole or in part, of or for any Indebtedness secured by a 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.




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          “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.




          “Purchase Obligations” has the meaning specified in Section 4.




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




          “Qualifying Asset” in relation to any Project Financing means:




     (i) any concession, authorization or other legal right granted by any Governmental
Authority to the Standby Purchaser or any of the Standby Purchaser’s Subsidiaries, or any
consortium or other venture in which the Standby Purchaser or any Subsidiary has any
ownership or other similar interest;




     (ii) any drilling or other rig, any drilling or production platform, pipeline, marine
vessel, vehicle or other equipment or any refinery, oil or gas field, processing plant, real
property (whether leased or owned), right of way or plant or other fixtures or equipment;




     (iii) any revenues or claims which arise from the operation, failure to meet
specifications, failure to complete, exploitation, sale, loss or damage to, such concession,
authorization or other legal right or such drilling or other rig, drilling or production
platform, pipeline, marine vessel, vehicle or other equipment or refinery, oil or gas field,
processing plant, real property, right of way, plant or other fixtures or equipment or any
contract or agreement relating to any of the foregoing or the Project Financing of any of
the foregoing (including insurance policies, credit support arrangements and other similar
contracts) or any rights under any performance bond, letter of credit or similar instrument
issued in connection therewith;




     (iv) any oil, gas, petrochemical or other hydrocarbon-based products produced or
processed by such project, including any receivables or contract rights arising therefrom or
relating thereto and any such product (and such receivables or contract rights) produced or
processed by other projects, fields or assets to which the lenders providing the Project
Financing required, as a condition therefor, recourse as security in addition to that
produced or processed by such project; and



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     (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 December 18, 2006, filed with the SEC (File No. 333-139459-01)
covering the registration of the Notes under the Securities Act and including the related base
prospectus in the form dated December 18, 2006 (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.




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




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




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




          “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(m)(i).




          “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).




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          “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 Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and BNP
Paribas Securities Corp., acting as such under the Underwriting Agreement.




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




          “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;



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




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




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




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




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




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



          SECTION 2. Partial Purchase Obligation. (a) In the event 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, premium, if any, 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 including pursuant to any redemption or repurchase
obligation of the Issuer (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 purchase the rights of the Noteholders to receive such
payments from the Issuer by paying 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




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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 purchase the rights of the Noteholders by paying the Partial Non-Payment Amount
immediately. To the extent that the Standby Purchaser fails to purchase the rights of the
Noteholders to receive 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 such
interest, if any, together with the Partial Non-Payment Amount, the “Partial 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 Partial Non-Payment Notice as provided
herein shall not release the Standby Purchaser of its obligations to pay the Partial Non-Payment
Amount With Interest in the manner set forth in this Section 2(a).




          (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 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 purchase the rights of the Noteholders to
receive 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 the Standby Purchaser 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




12









 




so due (such date, the “Total Non-Payment Due Date”) then in such
event, (i) the Standby Purchaser shall be obligated to purchase the rights of the Noteholders to
receive such payments from the Issuer by paying 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 purchase the rights of the Noteholders to
receive the Total Non-Payment Amount immediately. To the extent that the Standby Purchaser fails
to purchase the rights of the Noteholders to receive 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 such interest, if any, 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
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 purchase the rights of the Noteholders to
receive 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.




13









 





          (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 purchase the rights of
the Noteholders right to receive 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;




     (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



14









 







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 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.




15









 





          (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.




          (f) The recitals contained in this Agreement shall be taken as the statements of the Issuer
and the Standby Purchaser, as applicable, and the Trustee assumes no responsibility for the
correctness of same. The Trustee makes no representation as to the validity or sufficiency of this
Agreement, of any offering materials, the Indenture or of the Notes.




          SECTION 7. Claims Against the Issuer. The Standby Purchaser hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the
Issuer or any other guarantor that arise from the existence, payment, performance or enforcement of
the Standby Purchaser’s Purchase Obligations under or in respect of this Agreement or any other
Transaction Document, including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to enforce any rights to payments in
respect of the Partial Non-Payment Amount 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 paid
over to and 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




16









 




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 written 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.




          (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 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 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 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




17









 




Purchaser has notified all the Noteholders that they will be required to comply with such
requirements, (iv) the Noteholder failing to present (where presentation is required) its Note
within 30 calendar days after the Standby Purchaser has made available to the Noteholder a payment
under this Agreement; provided that the Standby Purchaser will pay Indemnified Taxes which a
Noteholder 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 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 a Noteholder who would have been able to
cause the avoidance of the Indemnified Taxes by taking reasonable measures available to such
Noteholder.




          The Standby Purchaser shall, while European Council Directive 2003/48/EC or any other
Directive implementing the conclusions of 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.




          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) Any and all conditions and requirements necessary to make the Amended and Restated First
Supplemental Indenture a valid, binding, and legal instrument in accordance with the terms of the
Indenture (including the requirements of Section 2.01(b) of the First Supplement) have been
performed, satisfied and fulfilled and the execution and delivery of the Amended and Restated First
Supplemental Indenture has been in all respects duly authorized.




          (b) The Companies and the transactions contemplated in the Underwriting Agreement dated as of
January 8, 2008 among the Standby Purchaser, the Issuer and the Underwriters (the “Underwriting
Agreement”) in connection with the offer and sale of the Reopening 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 Reopening Notes that are the subject of this Agreement.




18









 





          (c) The Standby Purchaser and the Issuer have filed the Registration Statement with the SEC,
the 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 or any Permitted Free Writing Prospectus, or the effectiveness of the
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 January 9, 2008 pursuant to
Rule 424(b) under the Securities Act a final form of supplement to the Base Prospectus (the
“Prospectus Supplement”) dated December 18, 2006 relating to the Reopening 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) 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 20F for the
year ended December 31, 2006 and Forms 6-K in connection with their respective financial statements
for the three months ended March 31, 2007, the six months ended June 30, 2007 and the nine months
ended September 30, 2007. Each document filed or to be filed by the Companies under the Exchange
Act complied and will comply when so filed in 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 and the Final 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.




          (f) The Original Indenture, the Amended and Restated First 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.




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




          (h) 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
hereof, contained and 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 date hereof (including, for this purpose, documents
incorporated by reference therein) contains or will




19









 




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. Notwithstanding the foregoing, the Standby Purchaser does not make any representation
or warranty as to the information contained in or omitted from 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 fifth paragraphs under the captions “Plan of Distribution” in
the Prospectus Supplement.




          (i) Neither the Issuer nor the Standby Purchaser is an “investment company” as such term is
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 and
the Final Offering Document neither the Issuer nor the Standby Purchaser will be an “investment
company” as such term is defined in the United States Investment Company Act of 1940, as amended,
and the rules and regulations of the SEC promulgated thereunder.




          (j) 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.




          (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, 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.




          (l) 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 relevant)
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 and the Final
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.




20









 





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




          (n) The Standby Purchaser’s capitalization is as set forth in the Final Offering Document.




          (o) 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, 2006, except as otherwise specified in the Final Offering
Document.




          (p) This Agreement has been duly authorized, executed and delivered by the Standby Purchaser;
each of this Agreement, the Amended and Restated First 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 Pre-Pricing Prospectus and the Final Offering Document fairly summarize
the rights and obligations of the parties thereto.




          (q) 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 Pre-Pricing Prospectus and the Final Offering Document.




          (r) 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




21









 




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




          (s) 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 Pre-Pricing Prospectus and the Final 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 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 Financial Industry Regulatory Authority 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 Financial Industry Regulatory
Authority 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.




          (t) Neither 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 or the consummation of any of the
transactions described or contemplated therein, or 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.




          (u) The consolidated historical financial statements of the Issuer and the Standby Purchaser
and their consolidated Subsidiaries included or incorporated by reference in the Final 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.
Except as disclosed in the Pre-Pricing Prospectus and the Final 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, 2006. The segment data




22









 




and other financial and statistical information incorporated by reference in the Registration
Statement, the Pre-Pricing Prospectus and the Final 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
Pre-Pricing Prospectus and the Final Offering Document and the books and records of the respective
entities presented therein.




          (v) 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 Pre-Pricing Prospectus and the Final Offering Document in accordance with Regulation
S-X under the Securities Act which have not been included as so required.




          (w) The statistical, industry-related and market-related data included in the Pre-Pricing
Prospectus and the Final 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.




          (x) Except as set forth or contemplated in the Pre-Pricing Prospectus and the Final 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.




          (y) 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 and the Final Offering Document. Neither the Issuer, the Standby Purchaser or 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.




          (z) 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 relating to the Issuer and
the Standby Purchaser and their consolidated Subsidiaries) are, and in the case of Ernst & Young
Auditores Independentes, were, at the time it served as auditors of the Issuer and Standby
Purchaser, independent public accountants within the meaning of the Code of Professional Conduct of
the American Institute of Certified Public Accountants and the applicable requirements of the
Regulation S-X under the Securities Act and




23









 




the Exchange Act and, in the case of KPMG Auditores Independentes, and Ernst & Young Auditores
Independentes 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.




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




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




          (cc) 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.




          (dd) Both presently and immediately after giving effect to the transactions contemplated
hereunder and in the Final 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.




          (ee) 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




24









 




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 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
written notice to the Trustee and designation of a replacement office in the same general location.




          (d) 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.




          (e) 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
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 the Standby Purchaser proposes to take with respect
thereto.




25









 





          (f) 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):





     (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



26









 







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.



          (g) 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 the Indebtedness of the Standby Purchaser’s Subsidiaries 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.




          (h) Provision of Financial Statements and Reports. (i) The Standby Purchaser will
provide to the Trustee, in English or accompanied by a certified English translation thereof, (A)
within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its
unaudited and consolidated balance sheet and statement of income calculated in accordance with U.S.
GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated
balance sheet and statement of income calculated in accordance with U.S. GAAP and (C) such other
financial data as the Trustee may reasonably request.





     (ii) The Standby Purchaser will provide, together with each of the financial statements
delivered pursuant to Sections 10(p)(i)(A) and (B), an Officers’ Certificate



27









 







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.




     (iv) Upon written request of any Holder or The Depository Trust Company (DTC), the
reports and other information provided for in this paragraph (h) shall be delivered by DTC
representing the Noteholders, at 55 Water Street, 25th Floor, New York, NY, 10041,
Attention: Proxy Department, or such other address as DTC may provide to the Trustee in
writing.




     (v) Delivery of the above reports to the Trustee is for informational purposes only and
the Trustee’s receipt of such reports shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including
the Standby Purchaser’s compliance with any of its covenants in the Indenture (as to which
the Trustee is entitled to rely exclusively on an Officer’s Certificate).



          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 Av. República do Chile 65, 20031-912 Rio de Janeiro —
RJ, Brazil, Attention: Sonia Figueiredo, if to the Trustee, at The Bank of New York, 101 Barclay
Street, 4E, New York, New York, 10286, USA, Telephone: (1-212) 815-5616, Telecopier: (1-212)
815-5603, Attention: Corporate Trust Department 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.




28









 





          (b) 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 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 arising out of or as a result
of this Agreement or 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, Section 17 and this Section 14 shall survive the
payment in full of the Purchase Obligations and all of the other amounts payable under this
Agreement, the termination of this Agreement and/or the resignation or removal of the Trustee.




          (d) 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 15. Subordination. To the extent that the Standby Purchaser is required to make any
payment hereunder, the Standby Purchaser hereby subordinates any and all




29









 




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 or Event of Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to the Issuer), however, unless the Trustee otherwise
agrees in writing, the Standby Purchaser shall not demand, accept or take any action to collect any
payment on account of the Subordinated Obligations.




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




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




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




          SECTION 16. Continuing Agreement; Assignment of Rights Under the Indenture and the Notes. This
Agreement is a continuing Purchase Obligation and shall (a) remain in full force and effect until
the later of (i) the repayment in full by the Issuer of all amounts due and




30









 




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:





     (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 and the Trustee 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




31









 




liquidated sum or sums in respect of amounts due under this Agreement, or under the Indenture
or the Notes or under any judgment or order.




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




          (b) The Standby Purchaser hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or any of the other Transaction
Documents to which it is or is to be a party, or for recognition or enforcement of any judgment,
and the Standby Purchaser hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in any such New York State court or,
to the extent permitted by law, in such federal court. The Standby Purchaser agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Transaction Document shall affect any right that any party may otherwise
have to bring any action or proceeding against the Issuer or the Standby Purchaser, as the case may
be, 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 of 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




32









 




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 revenues wherever located
with respect to its obligations, liabilities or any other matter under or arising out of or in
connection with this Agreement, any of the Transaction Documents 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




33









 




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.




[Signature page follows.]




34









 





          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:
	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	WITNESSES:
	 
	 	 	 	 
	 

	 	1. 
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 
	 	 	 	 
	 

	 	2. 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:






Amended and Restated Standby Purchase Agreement




 









 





	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On this ___day of January, 2008, before me personally came                      to me known,
who, being by me duly sworn, did depose and say that he is the                      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       day of January, 2008, before me personally came                      and
                     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]




	 	 	 
	 	 	 
	 

	 	Notary Public
	 

	 	COMMISSION EXPIRES






Amended and Restated Standby Purchase Agreement




 









 





     ACKNOWLEDGED:


THE BANK OF NEW YORK, as Trustee and not

in its individual capacity




	 	 	 	 	 
	By:

	 	 
	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	WITNESSES:
	 
	 	 	 	 
	1.
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 
	 	 	 	 
	2.
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 






Amended and Restated Standby Purchase Agreement




 









 





	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On this ___day of January, 2008, before me personally came                      to me known,
who, being by me duly sworn, did depose and say that she is the                      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       day of January, 2008, before me personally came                      and
                     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]




	 	 	 
	 	 	 
	 

	 	Notary Public
	 

	 	COMMISSION EXPIRES






Amended and Restated Standby Purchase Agreement




 









 





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

US$1,750,000,000 5.875% Global Notes due 2018



Dear Ladies and Gentlemen:




          Reference is made to that certain indenture dated as of December 15, 2006 (the “Original
Indenture”) between Petrobras International Finance Company (“PIFCo”) and The Bank of
New York, (the “Trustee”), as supplemented by the amended and restated first supplemental
indenture among the PIFCo, Petróleo Brasileiro, S.A. — Petrobras (“Petrobras”) and the
Trustee dated as of January 11, 2008 (the “Amended and Restated First Supplemental
Indenture”). The Original Indenture, as supplemented by the Amended and Restated First
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
“Amended and Restated Standby Purchase Agreement”) dated as of January 11, 2008 between the
Trustee and Petrobras pursuant to which Petrobras has undertaken to purchase from the holders of
PIFCo’s 5.875% Global Notes due 2018 (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 US$  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 Amended and Restated Standby Purchase Agreement.




A-1









 






	 	2.	 	Pursuant to the Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Standby Purchase
Agreement with a copy by facsimile to the Trustee at fax: (1-212) 815-5603,
Attention: Corporate Trust Department





	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


ACKNOWLEDGED & AGREED



PETRÓLEO BRASILEIRO S.A.—PETROBRAS




	 	 	 	 	 
	By:

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 

	 	Date:	 	 






A-2









 





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

US$1,750,000,000 5.875% Global Notes due 2018




     Dear Sirs:



          Reference is made to that certain indenture dated as of December 15, 2006 (the “Original
Indenture”) between Petrobras International Finance Company (“PIFCo”) and The Bank of
New York, (the “Trustee”), as supplemented by the amended and restated first supplemental
indenture among the PIFCo, Petróleo Brasileiro, S.A. — Petrobras (“Petrobras”) and the
Trustee dated as of January 11, 2008 (the “Amended and Restated First Supplemental
Indenture”). The Original Indenture, as supplemented by the Amended and Restated First
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
“Amended and Restated Standby Purchase Agreement”) dated as of January 11, 2008 between the
Trustee and Petróleo Brasileiro, S.A. — Petrobras (“Petrobras”) pursuant to which Petrobras
has undertaken to purchase from the holders of PIFCo’s 5.875% Global Notes due 2018 (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 US$______ 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 Amended and Restated Standby Purchase Agreement.
	2.	 	Pursuant to the Amended and Restated 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 Amended and Restated 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 Amended and Restated Standby Purchase
Agreement (Account No. ______) together with interest on such
Overdue Amount, at the rates specified in the Amended and Restated 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 Amended and Restated Standby Purchase
Agreement with a copy by facsimile to the Trustee at fax: (1-212) 815-5603,
Attention: Corporate Trust Department





	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


ACKNOWLEDGED & AGREED



PETRÓLEO BRASILEIRO S.A.—PETROBRAS




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 

	 	Date:	 	 






B-2









 





AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT




Dated as of January 11, 2008




Between




PETRÓLEO BRASILEIRO S.A.—PETROBRAS,




as Standby Purchaser,




and




THE BANK OF NEW YORK, as




Trustee for the Noteholders




Referred to Herein




 









 





Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 1.
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 2.
	 	Partial Purchase Obligation	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 3.
	 	Total Purchase Obligation.	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 4.
	 	Obligations Absolute	 	 	14	 
	 
	 	 	 	 	 	 
	SECTION 5.
	 	Independent Obligation	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 6.
	 	Waivers and Acknowledgments	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 7.
	 	Claims Against the Issuer	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 8.
	 	Payments Free and Clear of Taxes, Etc.	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 9.
	 	Representations and Warranties	 	 	18	 
	 
	 	 	 	 	 	 
	SECTION 10.
	 	Covenants	 	 	25	 
	 
	 	 	 	 	 	 
	SECTION 11.
	 	Amendments, Etc.	 	 	28	 
	 
	 	 	 	 	 	 
	SECTION 12.
	 	Notices, Etc.	 	 	28	 
	 
	 	 	 	 	 	 
	SECTION 13.
	 	No Waiver; Remedies	 	 	29	 
	 
	 	 	 	 	 	 
	SECTION 14.
	 	Indemnification	 	 	29	 
	 
	 	 	 	 	 	 
	SECTION 15.
	 	Subordination	 	 	29	 
	 
	 	 	 	 	 	 
	SECTION 16.
	 	Continuing Agreement, Assignment of Rights Under the Indenture and the Notes	 	 	30	 
	 
	 	 	 	 	 	 
	SECTION 17.
	 	Currency Rate Indemnity	 	 	31	 
	 
	 	 	 	 	 	 
	SECTION 18.
	 	Governing Law; Jurisdiction; Waiver of Immunity, Etc.	 	 	32	 
	 
	 	 	 	 	 	 
	SECTION 19.
	 	Execution in Counterparts	 	 	33	 
	 
	 	 	 	 	 	 
	SECTION 20.
	 	Pledge of Interests	 	 	33	 
	 
	 	 	 	 	 	 
	SECTION 21.
	 	Entire Agreement	 	 	34	 






i