Exhibit 2.45    STANDBY PURCHASE AGREEMENT Dated as of November 1, 2007 Between PETRÓLEO BRASILEIRO S.A.PETROBRAS, as Standby Purchaser, and THE BANK OF NEW YORK, as Trustee for the Noteholders Referred to Herein      1




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Table of Contents Page SECTION 1.

    Definitions


    2SECTION 2.

    Partial Purchase Obligation

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




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STANDBY PURCHASE AGREEMENT  STANDBY PURCHASE AGREEMENT (this Agreement), dated as of November 1, 2007,
between PETRÓLEO BRASILEIRO S.A.PETROBRAS (the Standby
Purchaser), asociedade do
economia mistaorganized 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
First Supplemental Indenture among the Issuer, the Standby Purchaser and the
Trustee dated as of the date hereof (the First
Supplemental Indenture). The Original Indenture, as
supplemented by the 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$1,000,000,000 of its
5.875% Global Notes due 2018 under the Indenture (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   3




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and any other amounts required to be paid thereunder), (ii) made through
the Brazilian commercial rate exchange market regulated byBanco Central do Brasiland (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. 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. 2  4




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Closing Date means
November 1, 2007. 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(c). 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 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. 3  5




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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). 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; 4  6




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(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. 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). 5  7




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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., UBS Securities LLC and Banco Itaú Europa, S.A., dated
October 29, 2007 related to the offering of the Notes. Permitted Lien means
a: (i)      Lien granted in respect of Indebtedness
owed to the Brazilian government,Banco Nacional de
Desenvolvimento Econômico e Socialor 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; (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; 6  8




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(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. 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). 7  9




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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 (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. 8  10




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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). 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). 9  11




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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., UBS Securities LLC and Banco Itaú Europa, S.A.,
acting as such under the Underwriting Agreement. Underwriting Agreement
has the meaning specified in Section 9(a). United States or U.S.
means the United States of America. U.S. GAAP means
generally accepted accounting principles in effect in the United States of
America applied on a basis consistent with the principles, methods, procedures
and practices set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession. Wholly-Owned Subsidiary
means, with respect to any corporate entity, any person of which 100% of the
outstanding capital stock (other than qualifying shares, if any) having by the
terms thereof ordinary voting power (not dependent on the happening of a
contingency) to elect the Board of Directors (or equivalent controlling
governing body) of such person is at the time owned or controlled directly or
indirectly by such corporate entity, by one or more wholly-owned Subsidiaries of
such corporate entity or by such corporate entity and one or more wholly-owned
Subsidiaries thereof. (b)Construction. For all purposes of this Agreement
(and for all purposes of any other Transaction Document or any other instrument
or agreement that incorporates provisions of this Agreement by reference),
except as otherwise expressly provided or unless the context otherwise
requires:  (i)the terms defined in this Section have the meanings assigned to them in
this Section, and include the plural as well as the singular; (ii)except as otherwise expressly provided herein, (A) all accounting
terms used herein shall be interpreted, (B) all financial statements and
all certificates and reports as to financial matters required to be delivered to
the Trustee hereunder shall be prepared and (C) all calculations made for
the purposes of determining compliance with this Agreement shall (except as
otherwise expressly provided herein) be made in accordance with, or by
application of, U.S. GAAP; (iii)all references in this Agreement (including the Appendices and Schedules
hereto) to designated Articles, Sections and other subdivisions are to the
designated Articles, Sections and other subdivisions of this
Agreement; 10  12




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(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 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 11  13




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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 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 12  14




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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. (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. 13  15




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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 Purchaser hereby waiving any duty on the part of the
Trustee or any Noteholders to disclose such information); 14  16




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(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. (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 15  17




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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 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, 16  18




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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;providedthat 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 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 17  19




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within 30 calendar days after the Standby Purchaser has made available to
the Noteholder a payment under this Agreement;providedthat 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)The Companies and the transactions contemplated in the Underwriting
Agreement dated as of October 29, 2007 among the Standby Purchaser, the Issuer
and the Underwriters (the Underwriting
Agreement) in connection with the offer and sale of the
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 Notes
that are the subject of this Agreement. (b)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. 18  20




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(c)The Standby Purchaser and the Issuer filed with the SEC on
November 1, 2007 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 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. (d)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 and for the six months ended
June 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. (e)The Original Indenture, First Supplemental Indenture and the Standby
Purchase 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 the Standby Purchase Agreement have been made and taken prior to the
date hereof. (f)Prior to the termination of the offering of the Notes, neither the
Standby Purchaser nor the Issuer has filed any amendment to the Registration
Statement or 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. (g)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
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
sixth paragraphs under the captions Plan of Distribution in the Prospectus
Supplement. 19  21




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(h)Neither the Issuer nor the Standby Purchaser is an investment company
or a company controlled by an investment company as such terms are defined
in the United States Investment Company Act of 1940, as amended, and the rules
and regulations of the SEC promulgated thereunder. After giving effect to the
offering and sale of the Notes and the application of the proceeds thereof as
described in the Registration Statement and the Final Offering Document neither
the Issuer nor the Standby Purchaser will be an investment company or a
company controlled by an investment company as such terms are defined in the
United States Investment Company Act of 1940, as amended, and the rules and
regulations of the SEC promulgated thereunder. (i)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. (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, 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. (k)The Standby Purchaser has been duly organized and is validly existing as
asociedade 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. (l)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 20  22




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and clear of any perfected security interest or any other security
interests, claims, liens or encumbrances. (m)The Standby Purchasers capitalization is as set forth in the Final
Offering Document. (n)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. (o)This Agreement has been duly authorized, executed and delivered by the
Standby Purchaser; each of this Agreement, the 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. (p)The Notes have been duly authorized, and, when issued under the
Indenture, authenticated by the Trustee and delivered to and paid for by the
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. (q)The Notes will constitute the general unsecured and unsubordinated
obligations of the Issuer and will rankpari
passuin 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 rankparipassuin 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 subordinated in right of
payment to the rights of the Trustee, except for statutory liens and
preferences. (r)No consent, approval, authorization, filing with or order of any
Governmental Authority is required for (i) the valid authorization, issuance,
sale and delivery of 21  23




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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 National Association of Securities Dealers, Inc. or
NASD Regulation, Inc. in connection with the use of the Base Prospectus for
issuances of securities by the Standby Purchaser and the Issuer and the purchase
and distribution of the Notes by the Underwriters and the confirmation by the
National Association of Securities Dealers, Inc. that it has no objection with
respect to the fairness and reasonableness of the underwriting terms and
arrangements, each of which has, to the best of the Companies knowledge been
obtained and is in full force and effect. (s)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.  (t)The consolidated historical financial statements of the Issuer and the
Standby Purchaser and their consolidated Subsidiaries included 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 and other financial and
statistical information incorporated by reference in the Registration Statement,
the Pre-Pricing Prospectusand 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 22  24




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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. (u)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. (v)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. (w)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. (x)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. (y)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 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. 23  25




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(z)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. (aa)The
indemnification and contribution provisions set forth in Section 14 hereof
do not contravene Brazilian or Cayman Islands or public policy. (bb)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. (cc)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. (dd)The
Standby Purchaser has, independently and without reliance upon any Noteholder
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement and each other
Transaction Document to which it is or is to be a party, and the Standby
Purchaser has established adequate means of obtaining from the Issuer on a
continuing basis information pertaining to, and is now and on a continuing basis
will be completely familiar with, the business, condition (financial or
otherwise), operations, performance, properties and prospects of the
Issuer. 24  26




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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 rankpari 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. (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 25  27




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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 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 26  28




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(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 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 27  29




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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 Avenida República do Chile, 65, 20035-900 Rio de Janeiro -
RJ, Brazil, Telephone: (55-21) 534-4477, Telecopier: (55-21) 534-4278,
Attention: Wilson de Oliveira Senna, Financings, Leasing and Corporate Loans
Manager, 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. (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. 28  30




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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 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: 29  31




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(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
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 30  32




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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 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. 31  33




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(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 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. 32  34




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(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 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. 33  35




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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. 34  36




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IN WITNESS WHEREOF, the Standby Purchaser has caused this Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written. PETRÓLEO BRASILEIRO S.A.PETROBRAS By:/s/ Theodore
Helms Name: Theodore Helms Title:   Executive Manager  WITNESSES: 1.
    /s/ David
      FlechnerName: David
    Flechner2.
    /s/ Iris CastellanoName: Iris Castellano   37




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STATE OF NEW YORK
    ))
    ss:COUNTY OF NEW YORK
    )  On this 1st day of November, 2007, before me personally came Theodore M.
Helms to me known, who, being by me duly sworn, did depose and say that he is
the Executive Manager 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 1st day of November, 2007, before me personally came David
Flechner and Iris Castellano to me personally known, who being by me sworn, did
depose and say that they signed their names to the foregoing instrument as
witnesses. [Notarial Seal]
    /s/ Risa Laurie Chubinsky
      Notary PublicCOMMISSION EXPIRESRisa Laurie ChubinskyNotary Public, State of New York
      No. 01CH6172040Qualified in Kings County Certificate Filed in
      New York CountyCommission Expires Aug. 6, 2011   38




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ACKNOWLEDGED: THE BANK OF NEW YORK, as Trustee and not in its individual capacity By: /s/ John T. Needham, Jr. Name: John T. Needham, Jr. Title:   Vice President WITNESSES: 1.
    /s/ Kevin F.
      BinnieName: Kevin
      F. Binnie Title:   Vice President   2.
    /s/ Lucia
      JaklitschName: Lucia
      Jaklitsch Title:   Vice President   39




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STATE OF NEW YORK
    ))
    ss:COUNTY OF NEW YORK
    )  STATE OF NEW YORK)  On this 1st day of November, 2007, before me a notary public with and for
said county, personally appeared Kevin F. Binnie to me personally known, who,
being duly sworn, did say that John H. Needham, Jr. is a Vice President of THE
BANK OF NEW YORK, one of the persons described in and which executed the
foregoing instrument, and acknowledge said instrument to be the free act and
deed of said corporation. On this 1st day of November, 2007, before me personally came Kevin F.
Binnie and Lucia Jaklitsch to me personally known, who being by me sworn, did
depose and say that they signed their names to the foregoing instrument as
witnesses. [Notarial Seal]
    /s/ Emily
      Fayan
      Notary PublicEmily Fayan Notary Public, State of New York No.
      01FA4737006Qualified in Kings County Certificate Filed in New York
      CountyCommission Expires Dec. 31, 2009   40




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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$1,000,000,000 5.875% Global Notes due 2018  Dear Ladies and Gentlemen:  Reference is made to that certain indenture dated as of December 15, 2006
(the Original Indenture)
between Petrobras International Finance Company (PIFCo) and The Bank of New York, (the
Trustee), as supplemented by
the first supplemental indenture among the PIFCo, Petróleo Brasileiro, S.A. -
Petrobras (Petrobras) and the
Trustee dated as of November 1, 2007 (the First
Supplemental Indenture). The Original Indenture, as
supplemented by the First Supplemental Indenture, and as amended or supplemented
from time to time, with respect to the Notes is hereinafter referred to as the
Indenture. Reference is also
made to that certain Standby Purchase Agreement (as amended or supplemented from
time to time, the Standby Purchase
Agreement) dated as of November 1, 2007 between
the Trustee and Petrobras pursuant to which Petrobras has undertaken to purchase
from the holders of PIFCos 5.875% Global Notes due 2018 (the Notes) such holders right to receive unpaid
amounts due and owing on such Notes. Capitalized terms not defined herein shall
have the meanings set forth in the Standby Purchase Agreement.  By this notice, the undersigned, acting on behalf of the holders of the
Notes, hereby advises you as follows:  1.
    On [date], PIFCo was obligated to make a payment of [principal]
      [interest] [Additional Amounts] [other amounts under the Indenture] in an
      amount equal to
      US$
      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 Standby Purchase
      Agreement. A 1  41




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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 Standby Purchase
      Agreement.   2.
    Pursuant to the Standby Purchase Agreement, you are obligated to
      purchase from the holders of the Notes their right to receive the Overdue
      Amount.  3.
    Pursuant to the Standby Purchase Agreement, you are hereby directed
      to purchase the right of the holders of the Notes to receive the Overdue
      Amount and to make a payment to the Trustee, on behalf of the holders of
      the Notes, in partial satisfaction of your obligation to purchase the
      right to Overdue Amount.  4.
    You are hereby directed to pay immediately the Overdue Amount to
      the Payment Account referenced in the Standby Purchase Agreement (Account
      No.) together with interest on such Overdue Amount, at the rates
      specified in the Standby Purchase Agreement, from the date PIFCo was
      itself obligated to pay the Overdue Amount (the Liability Date), through and including the
      date that payment by you is actually made.  5.
    Petrobras is requested to acknowledge receipt of this notice by
      countersigning in the space provided below and returning a copy of the
      same to the Issuer at the address provided in the Standby Purchase
      Agreement with a copy by facsimile to the Trustee at fax: (1-212)
      815-5603, Attention: Corporate Trust
Department     THE BANK OF NEW
    YORK, asTrusteeBy:Name:Title:  ACKNOWLEDGED & AGREED  PETRÓLEO BRASILEIRO S.A.PETROBRAS   By:Name:Title:Date: A 2  42




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EXHIBIT B FORM OF TOTAL NON-PAYMENT NOTICE   [Date]  VIA FACSIMILE  Petróleo Brasileiro S.A.  Petrobras Avenida República do Chile, 65 20035-900 Rio de Janeiro Brazil  Attention: Sérvio Túlio Tinoco Head of Trade Finance & Foreign Exchange  Petrobras International Finance Company US$1,000,000,000 5.875% Global Notes due 2018  Dear Sirs:  Reference is made to that certain indenture dated as of December 15, 2006
(the Original Indenture)
between Petrobras International Finance Company (PIFCo) and The Bank of New York, (the
Trustee), as supplemented by
the first supplemental indenture among the PIFCo, Petróleo Brasileiro, S.A. -
Petrobras (Petrobras) and the
Trustee dated as of November 1, 2007 (the First
Supplemental Indenture). The Original Indenture, as
supplemented by the First Supplemental Indenture, and as amended or supplemented
from time to time with respect to the Notes, is hereinafter referred to as the
Indenture. Reference is also
made to that certain Standby Purchase Agreement (as amended or supplemented from
time to time, the Standby Purchase
Agreement) dated as of November 1, 2007 between
the Trustee and Petróleo Brasileiro, S.A. - Petrobras (Petrobras) pursuant to which Petrobras has
undertaken to purchase from the holders of PIFCos 5.875% Global Notes due 2018
(the Notes) such holders right
to receive unpaid amounts due and owing on such Notes. Capitalized terms not
defined herein shall have the meanings set forth in the Standby Purchase
Agreement.  By this notice, the undersigned, acting on behalf of the holders of the
Notes, hereby advises you as follows:  1.
    On [date], PIFCo was obligated to make a payment of [principal]
      [interest] [Additional Amounts] [other amounts under the Indenture] in an
      amount equal to
      US$ in respect of [principal] [interest] [Additional Amounts] [other
      amounts due under the Indenture] (the Overdue B 1  43




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Amount). This notice constitutes a Total Non-Payment Notice as
      contemplated in the Standby Purchase
Agreement.  2.
    Pursuant to the Standby Purchase Agreement, you are obligated to
      purchase from the holders of the Notes their right to receive the Overdue
      Amount.  3.
    Pursuant to the Standby Purchase Agreement, you are hereby directed
      to purchase the right of the holders of the Notes to receive the Overdue
      Amount and to make a payment to the Trustee, on behalf of the holders of
      the Notes, in partial satisfaction of your obligation to purchase the
      right to Overdue Amount.  4.
    You are hereby directed to pay immediately the Overdue Amount to
      the Payment Account referenced in the Standby Purchase Agreement (Account
      No.            )
      together with interest on such Overdue Amount, at the rates specified in
      the Standby Purchase Agreement, from the date PIFCo was itself obligated
      to pay the Overdue Amount through and including the date that payment by
      you is actually made.  5.
    Petrobras is requested to acknowledge receipt of this notice by
      countersigning in the space provided below and returning a copy of the
      same to the Issuer at the address provided in the Standby Purchase
      Agreement with a copy by facsimile to the Trustee at fax: (1-212)
      815-5603, Attention: Corporate Trust
Department  THE BANK OF NEW
    YORK, asTrusteeBy:Name:Title:   ACKNOWLEDGED & AGREED  PETRÓLEO BRASILEIRO S.A.PETROBRAS   By:Name:Title:Date:   44