Exhibit 2.43**AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT**Initially Dated as of October 6, 2006As Amended and Restated as of February 7, 2007BetweenPETRÓLEO BRASILEIRO S.A.—PETROBRAS,as Standby Purchaser,andTHE BANK OF NEW YORK, asTrustee for the NoteholdersReferred to Herein
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**Table of Contents**       **Page** SECTION 1. Definitions  3      SECTION 2. Partial Purchase Obligation  13      SECTION 3. Total Purchase Obligation  14      SECTION 4. Obligations Absolute  15      SECTION 5. Independent Obligation  16      SECTION 6. Waivers and Acknowledgments  17      SECTION 7. Claims Against the Issuer  17      SECTION 8.Payments Free and Clear of Taxes, Etc.  18      SECTION 9. Representations and Warranties  20      SECTION 10. Covenants  32      SECTION 11.Amendments, etc.  35      SECTION 12.Notices, Etc.  35      SECTION 13. No Waiver; Remedies  35      SECTION 14. Indemnification  36      SECTION 15. Subordination  36      SECTION 16. Continuing Agreement; Assignment of Rights Under the Indenture and theNotes  37      SECTION 17. Currency Rate Indemnity  37      SECTION 18.Governing Law; Jurisdiction; Waiver of Immunity, Etc.  38      SECTION 19. Execution in Counterparts  40      SECTION 20. Pledge of Interests  40      SECTION 21. Entire Agreement  40 
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**AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT**          AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT (this “Agreement”), initially dated as ofOctober 6, 2006, as amended and restated as of February 7, 2007, between PETRÓLEO BRASILEIROS.A.—PETROBRAS (the “Standby Purchaser”), a *sociedade de economia mista*organized and existingunder the laws of the Federative Republic of Brazil (“Brazil”), and THE BANK OF NEW YORK, a NewYork banking corporation, as successor to JPMORGAN CHASE BANK, N.A., as trustee for the holders ofthe Notes (as defined below) issued pursuant to the Indenture (asdefined below) (the “Trustee”).WITNESSETH:          WHEREAS, Petrobras International Finance Company, a Cayman Islands limited company and awholly-owned Subsidiary of the Standby Purchaser (the “Issuer”), entered into an Indenture dated asof July 19, 2002 (the “Original Indenture”) with the Trustee;          WHEREAS, the Issuer entered into the Fifth Supplemental Indenture with the Standby Purchaserand the Trustee dated as of October 6, 2006 (the “Fifth Supplemental Indenture”) as a supplement tothe Original Indenture and pursuant to which the Issuer issued U.S. $500,000,000 of its 6.125%Global Notes due 2016 (the “Original Notes”);          WHEREAS, the Issuer is now issuing an additional U.S. $[      ] principal amount of its 6.125%Global Notes due 2016 (the“Re-OpeningNotes” and, together with the Original Notes, the “Notes”),pursuant to an amendment and restatement of the Fifth Supplemental Indenture (the “Amended andRestated Fifth Supplemental Indenture”). The Original Indenture, as supplemented by the Amended andRestated Fifth Supplemental Indenture, and as amended or supplemented from time to time withrespect to the Notes, is hereinafter referred to as the “Indenture”;          WHEREAS, the Re-Opening Notes will form a single fungible series (subject to the same termsand conditions) with the Original Notes;          WHEREAS, the Standby Purchaser is willing to enter into this Agreement in order to provide theholders of the Notes (the “Noteholders”) with assurances that, if the Issuer shall fail to make allrequired payments of principal, interest or other amounts due in respect of the Notes and theIndenture, the Standby Purchaser will be obligated, without any action on the part of theNoteholders, to immediately purchase the rights of the Noteholders to receive such amounts inconsideration of the payment by the Standby Purchaser of an amount of funds equal to the amountsthen owed by the Issuer under the Indenture and the Notes, subject to the provisions hereof;          WHEREAS, the Standby Purchaser agrees that it will derive substantialdirect 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 theStandby Purchaser hereunder, the Standby Purchaser intends (but is not
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obligated hereunder) to enter into and maintain at all times during the term of this Agreementarrangements for the import of oil and petroleum products with the Issuer under which payments forsuch products are expected to be (i) in an aggregate amount at least equal to the total amount owedby the Issuer under the Indenture and the Notes (including any accrued and unpaid interest and anyother amounts required to be paid thereunder), (ii) made through the Brazilian commercial rateexchange market regulated by *Banco Central do Brasil*and (iii) applied to offset (or be used tootherwise liquidate) any amounts required to be paid by the Standby Purchaser under this Agreementin 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 Purchasershall 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 thefollowing 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 thatfor purposes of this definition, the term “*control*” (including the terms “*controlling*,” “*controlledby*” and “*under common control with*”) of a Person shall mean the possession, direct or indirect, ofthe power to vote 25% or more of the equity or similar voting interests of such Person or to director cause the direction of the management and policies of such Person, whether through the ownershipof voting securities, by contract or otherwise.          “Agreement” has the meaning set forth in the preamble to this Agreement.          “Amended and Restated Fifth Supplemental Indenture” has the meaning specified in the preambleto this Agreement.          “Authorized Representative” of the Standby Purchaser or any other Person means the person orpersons authorized to act on behalf of such entity by its chief executive officer, president, chiefoperating officer, chief financial officer or any vice president or its Board of Directors or anyother 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 Statementherein.          “Board of Directors”, when used with respect to a corporation, means either the board ofdirectors of such corporation or any committee of that board duly authorized to act for it, andwhen used with respect to a limited liability company, partnership or other entity other than acorporation, any Person or body authorized by the organizational documents or by the voting equityowners of such entity to act for them.
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          “Brazil” has the meaning set forth in the preamble to this Agreement.          “Business Day” means any day except a Saturday, a Sunday or a legal holiday or a day on whichbanking institutions (including, without limitation, the members of the Federal Reserve System) areauthorized or required by law, regulation or executive order to close in The City of New York, theIssuer’s jurisdiction of incorporation or Brazil.          “Closing Date” means February 7, 2007.          “Companies” means the Issuer and the Standby Purchaser.          “Dealer Managers” means Morgan Stanley & Co. Incorporated and UBS Securities LLC, acting assuch under the Dealer Manager Agreement.          “Dealer Manager Agreement” has the meaning specified in Section 9(b).          “Default” has the meaning set forth in the Indenture.          “Default Rate” has the meaning specified in the Indenture.          “Denomination Currency” has the meaning specified in Section 17(b).          “Environmental Laws” means all applicable federal, state and local statutes, rules,regulations, ordinances, orders, decrees and common law, including any of the forgoing in anyforeign jurisdiction, relating in any manner to contamination, pollution or protection of humanhealth or the environment.          “Event of Default” has the meaning specified in the Indenture.          “Exchange Act” means the Securities Exchange Act of 1934, as amended.          “Exchange Prospectus” has the meaning specified in Section 9(e).          “Exchange Registration Statement” means the registration statement on Form F-4 under theSecurities Act, initially dated November 1, 2006 and as amended on December 18, 2006, filed withthe SEC (File No. 333-138345).          “Fifth Supplemental Indenture” has the meaning set forth in the preamble to this Agreement.          “Final Offering Document” has the meaning specified in Section 9(c).          “Governmental Authority” shall mean any regulatory, administrative or other legal body, anycourt, 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 nowor hereafter controlled, directly or indirectly, by any public legal entity or public agency of anyof the foregoing.
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          “Guarantee” means an obligation of a person to pay the Indebtedness of another Personincluding 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 othersecurities or to purchase assets or services in order to provide funds for the payment ofsuch Indebtedness;     (iii) an indemnity against the consequences of a default in the payment of suchIndebtedness; or     (iv) any other agreement to be responsible for such Indebtedness.          “Indebtedness” means any obligation (whether present or future, actual or contingent andincluding, without limitation, any Guarantee) for the payment or repayment of money which has beenborrowed or raised (including money raised by acceptances and all leases which, under generallyaccepted accounting principles in the country of incorporation of the relevant obligor, wouldconstitute a capital lease obligation).          “Indemnified Party” has the meaning specified in Section 14.          “Indemnified Taxes” means any and all present or future taxes, levies, imposts, deductions,charges or withholdings of any nature imposed by Brazil, the jurisdiction of incorporation of theIssuer (or any successor), Luxembourg or any other jurisdiction in which the Issuer appoints apaying 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 inequity, along with the interpretation and administration thereof by any Governmental Authoritycharged with the interpretation or administration thereof.          “Lien” means any mortgage, pledge, lien, hypothecation, security interestor other charge or encumbrance on any property or asset, including, without limitation, anyequivalent 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 StandbyPurchaser together with its consolidated Subsidiaries taken as a whole, (b) the validity orenforceability of this Agreement or any other Transaction Document or (c) the ability of theStandby Purchaser to perform its obligations under this Agreement or any other Transaction
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Document, or (d) the material rights or benefits available to the Noteholders or the Trustee, asrepresentative of the Noteholders under the Indenture, this Agreement or any of the otherTransaction Documents.          “Material Subsidiary” means, as to any Person, any Subsidiary of such Person which, on anygiven date of determination, accounts for more than 15% of Petrobras’ total consolidated assets, assuch total assets are set forth on the most recent consolidated financial statements of Petrobrasprepared in accordance with U.S. GAAP (or if Petrobras does not prepare financial statements inU.S. GAAP, consolidated financial statements prepared in accordance with Brazilian generallyaccepted accounting principles).          “Noteholders” has the meaning specified in the preamble of this Agreement.          “Notes” has the meaning specified in the preamble of this Agreement.          “Officer’s Certificate” means a certificate of an Authorized Representative of the StandbyPurchaser containing, in respect of each certificate furnished with respect to a particularcondition, covenant or provision of this Agreement:     (i) a statement that an Authorized Representative of the Standby Purchaser has readsuch covenant, condition or provision;     (ii) a brief statement as to the nature and scope of the examination or investigationupon 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 orinvestigation has been made as is necessary to enable such individual to express aninformed opinion as to whether or not such covenant, condition or provision has beencomplied with; and     (iv) a statement as to whether, in the opinion of each such individual, suchcondition, covenant or provision has been complied with.          “Opinion of Counsel” means a written opinion of counsel from any Person either expresslyreferred to herein or otherwise reasonably satisfactory to the Trusteewhich may include, without limitation, counsel for the Standby Purchaser, whether or not suchcounsel 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 investigationupon which the statements or opinions contained in such opinion are based;     (iii) a statement that, in the opinion of each such individual, such examination orinvestigation has been made as is necessary to enable such individual to express an
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informed opinion as to whether or not such covenant, condition or provision has beencomplied with; and     (iv) a statement as to whether, in the opinion of each such individual, suchcondition, covenant or provision has been complied with.     “Original Closing Date” means October 6, 2006.     “Original Indenture” has the meaning set forth in the preamble to this Agreement.     “Original Notes” has the meaning specified in the preamble to this Agreement.          “Other Taxes” means any present or future stamp, documentary, excise, property or similartaxes, charges or levies imposed by Brazil, the jurisdiction of the Issuer, Luxembourg or any otherjurisdiction in which the Issuer appoints a paying agent under the Indenture or any politicalsubdivision of such jurisdictions that arise from any payment made hereunder, under the Notes orunder the Transaction Documents or from the execution, delivery or registration of, performanceunder, or otherwise with respect to, this Agreement or any of the other Transaction Documents.          “Partial Non-Payment Amount” has the meaning specified in Section 2(a).          “Partial Non-Payment Amount With Interest” has the meaning specified in Section 2(a).          “Partial Non-Payment Due Date” has the meaning specified in Section 2(a).          “Partial Non-Payment Overdue Interest” has the meaning specified in Section 2(a).          “Partial Non-Payment Notice” has the meaning specified in Section 2(a).          “Payment Account” has the meaning set forth in theIndenture.           “Payment Date” has themeaning set forth in the Indenture.          “Permitted Free Writing Prospectus” has the meaning set forth in the preamble to theUnderwriting Agreement among the Companies, Morgan Stanley & Co. Incorporated and UBS SecuritiesLLC, dated September 29, 2006 related to the offering of the Original Notes.          “Permitted Lien” means a:     (i) Lien granted in respect of Indebtedness owed to the Brazilian government,*Banco Nacional de Desenvolvimento Econômico e Social*or any official government agency ordepartment of Brazil or of any state or region thereof;     (ii) Lien arising by operation of law, such as merchants’, maritime or other similarLiens arising in the Standby Purchaser’s ordinary course of business or that of any
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Subsidiary or Lien in respect of taxes, assessments or other governmental charges that are not yetdelinquent or that are being contested in good faith by appropriate proceedings;     (iii) Lien arising from the Standby Purchaser’s obligations under performance bonds orsurety bonds and appeal bonds or similar obligations incurred in the ordinary course ofbusiness and consistent with the Standby Purchaser’s past practice;     (iv) Lien arising in the ordinary course of business in connection withIndebtedness maturing not more than one year after the date on which such Indebtedness wasoriginally incurred and which is related to the financing of export, import or other tradetransactions;     (v) Lien granted upon or with respect to any assets hereafter acquired by the StandbyPurchaser or any Subsidiary to secure the acquisition costs of such assets or to secureIndebtedness 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 maximumamount so secured shall not exceed the aggregate acquisition costs of all such assets or theaggregate 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 Subsidiaryowing to the Standby Purchaser or another Wholly-Owned Subsidiary;     (vii) Lien existing on any asset or on any stock of any Subsidiary prior to theacquisition thereof by the Standby Purchaser or any Subsidiary as long as such Lien isnot created in anticipation of such acquisition;     (viii) Lien over any Qualifying Asset relating to a project financed by, and securingIndebtedness incurred in connection with, the Project Financing of such project by the StandbyPurchaser, any of the Standby Purchaser’s Subsidiaries or any consortium or other venture in whichthe 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 equivalentson deposit in any reserve or similar account to pay interest on such securities for a period ofup to 24 months as required by any Rating Agency as a condition to such Rating Agency rating suchsecurities investment grade or as is otherwise consistent with market conditions at such time, assuch conditions are satisfactorily demonstrated to the Trustee;     (xii) Lien granted or incurred to secure any extension, renewal, refinancing, refunding orexchange (or successive extensions, renewals, refinancings, refundings or
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exchanges), in whole or in part, of or for any Indebtedness secured by Lien referred to inparagraphs (i) through (xi) above (but not paragraph (iv)), provided that such Lien doesnot extend to any other property, the principal amount of the Indebtedness secured by suchLien is not increased, and in the case of paragraphs (i), (ii), (iii) and (vi), theobligees meet the requirements of such paragraphs and in the case of paragraph (viii), theIndebtedness 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 theStandby 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 Lienspursuant to clauses (i) through (xii) of this definition, does not exceed 15% of theStandby 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 inaccordance with applicable Law.          “Person” means any individual, partnership, corporation (including a business trust), limitedliability company, joint stock company, trust, unincorporated association, joint venture or otherentity, or a government or any political subdivision oragency thereof.          “Post Petition Interest” has the meaning specified in Section 15(b).          “Pre-Pricing Prospectus” means each preliminary prospectus supplement, in the form sofurnished to the Underwriters, including the Base Prospectus, and the documents incorporated byreference therein.          “Process Agent” has the meaning specified in Section 18(c).          “Project Financing” of any project means the incurrence of Indebtedness relating to theexploration, development, expansion, renovation, upgrade or other modification or construction ofsuch project pursuant to which the providers of such Indebtedness or any trustee or otherintermediary on their behalf or beneficiaries designated by any such provider, trustee or otherintermediary are granted security over one or more Qualifying Assets relating to such project forrepayment of principal, premium and interest or any other amount in respect of such Indebtedness.          “Prospectus Supplement” has the meaning specified in Section 9(d).          “Purchase Obligations” has the meaning specified in Section 4.          “Qualifying Asset” in relation to any Project Financing means:     (i) any concession, authorization or other legal right granted by any GovernmentalAuthority to the Standby Purchaser or any of the Standby Purchaser’s Subsidiaries, or anyconsortium or other venture in which the Standby Purchaser or any Subsidiary has anyownership or other similar interest;
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     (ii) any drilling or other rig, any drilling or production platform, pipeline, marinevessel, 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 orequipment;     (iii) any revenues or claims which arise from the operation, failure to meetspecifications, failure to complete, exploitation, sale, loss or damage to, suchconcession, authorization or other legal right or such drilling or other rig, drilling orproduction platform, pipeline, marine vessel, vehicle or other equipment or refinery, oilor gas field, processing plant, real property, right of way, plant or other fixtures orequipment or any contract or agreement relating to any of the foregoing or the ProjectFinancing of any of the foregoing (including insurance policies, credit supportarrangements and other similar contracts) or any rights under any performance bond, letterof credit or similar instrument issued in connection therewith;     (iv) any oil, gas, petrochemical or other hydrocarbon-based products produced orprocessed by such project, including any receivables or contract rights arising therefromor relating thereto and any such product (and suchreceivables or contract rights) produced or processed by other projects, fields orassets to which the lenders providing the Project Financing required, as a conditiontherefor, 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 tothe Standby Purchaser by, a special purpose company formed solely for the development of aproject, and whose principal assets and business are constituted by such project and whoseliabilities solely relate to such project.          “Rating Agency” means a Nationally Recognized Statistical Rating Organization as designated bythe SEC Division of Market Regulation.          “Registration Statement” means the registration statement on Form F-3 under the SecuritiesAct, initially dated August 30, 2004 and as amended on September 7, 2004 and further amended onNovember 8, 2004 and July 15, 2005, filed with the SEC (File No. 333-118644) covering theregistration of the Notes under the Securities Act and including the related base prospectus in theform dated July 15, 2005 (the “Base Prospectus”) at the time such registration statement wasdeclared effective by the SEC, as amended to the date hereof (including any post-effectiveamendment that includes a prospectus or prospectus supplement), together with any documentsincorporated by reference therein.          “Re-Opening Exchange Prospectus” has the meaning specified in Section 9(d).          “Re-Opening Notes” has the meaning specified in the preamble of thisAgreement.          “Re-Opening Offering Document” has the meaning specified in Section 9(e).          “SEC” means the United States Securities and Exchange Commission.
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          “Securities Act” means the United States Securities Act of 1933, as amended.          “Standby Purchaser” has the meaning specified in the preamble of thisAgreement.          “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 ofwhich shares of stock or other ownership interests having ordinary voting power (other than stockor such other ownership interests having such power onlyby reason of the happening of a contingency) to elect a majority of the Board of Directors (orsimilar governing body) of such corporation, partnership or other entity are at the time owned, orthe management of which is otherwise controlled, directly or indirectly through one or moreintermediaries, 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 ofthe Standby Purchaser.          “Successor Company” has the meaning specified in Section 10(g)(i)(A).          “Taxing Jurisdiction” has the meaning specified in Section 8(c).          “Termination Date” has the meaning specified in Section 7.          “TIA” means the United States Trust Indenture Act of 1939, as amended.          “Total Non-Payment Notice” shall have the meaning specified in Section 3(a).          “Total Non-Payment Amount” shall have the meaning specified in Section 3(a).          “Total Non-Payment Amount With Interest” has the meaning specified in Section3(a).          “Total Non-Payment Due Date” shall have the meaning specified in Section 3(a).          “Total Non-Payment Overdue Interest” has the meaning specified in Section 3(a).          “Transaction Documents” means, collectively, the Indenture, the Notes and thisAgreement.          “Trustee” has the meaning specified in the preamble of this Agreement.          “Underwriters” means Morgan Stanley & Co. Incorporated and UBS Securities LLC, acting as suchunder the Underwriting Agreement.          “Underwriting Agreement” has the meaning specified in Section 9(a).
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          “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 ofAmerica applied on a basis consistent with the principles, methods, procedures and practices setforth in the opinions and pronouncements of the Accounting Principles Board of the AmericanInstitute of Certified Public Accountants and statements and pronouncements of the FinancialAccounting Standards Board or in such other statements by such other entity as approved by asignificant segment of the accounting profession.          “Wholly-Owned Subsidiary” means, with respect to any corporate entity, any person of which100% of the outstanding capital stock (other than qualifying shares, if any) having by the termsthereof ordinary voting power (not dependent on the happening of a contingency) to elect the Boardof Directors (or equivalent controllinggoverning body) of such person is at the time owned or controlled directly or indirectly bysuch corporate entity, by one or more wholly-owned Subsidiaries of such corporate entity or by suchcorporate entity and one or more wholly-owned Subsidiaries thereof.          (b) Construction For all purposes of this Agreement (and for all purposes of any otherTransaction Document or any other instrument or agreement that incorporates provisions of thisAgreement by reference), except as otherwise expressly provided or unless the context otherwiserequires:     (i) the terms defined in this Section have the meanings assigned to them in thisSection, and include the plural as well as the singular;     (ii) except as otherwise expressly provided herein, (A) all accounting terms usedherein shall be interpreted, (B) all financial statements and all certificates and reportsas to financial matters required to be delivered to the Trustee hereunder shall be preparedand (C) all calculations made for the purposes of determining compliance with thisAgreement shall (except as otherwise expressly provided herein) be made in accordance with,or by application of, U.S. GAAP;     (iii) all references in this Agreement (including the Appendices and Schedules hereto)to designated “Articles”, “Sections” and other subdivisions are to the designated Articles,Sections and other subdivisions of this Agreement;     (iv) the words “herein”, “hereof” and “hereunder” and other words of similar importrefer to this Agreement as a whole and not to any particular Article, Section or othersubdivision;     (v) unless the context clearly indicates otherwise, pronouns having a masculine orfeminine gender shall be deemed to include the other;     (vi) unless otherwise expressly specified, any agreement, contract or document definedor referred to herein shall mean such agreement, contract or document as in effect as ofthe date hereof, as the same may thereafter be amended, supplemented or otherwise modifiedfrom time to time in accordance with the terms of this Agreement and the other
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Transaction Documents and shall include any agreement, contract, instrument or document insubstitution or replacement of any of the foregoing entered into in accordance with theterms of this Agreement and the other Transaction Documents;     (vii) any reference to any Person shall include its permitted successors and assignsin accordance with the terms of this Agreement and the other Transaction Documentsincluding, in the case of any Governmental Authority, any Person succeeding to itsfunctions and capacities; and     (viii) unless the context clearly requires otherwise, references to “Law” or to anyparticular Law shall include Laws or such particular Law as in effect at each, every andany of the times in question, including any amendments, replacements, supplements,extensions, modifications, consolidations, restatements, revisions or reenactments theretoor 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 ofthe principal of the Notes, the Issuer shall fail to make any payment on the Notes in respect ofinterest, principal or other amounts as contemplated in the Indenture and/or the Notes (including,without limitation, any Additional Amounts) on the date any such payment is due under the terms ofthe Notes and the Indenture (other than in the case of an acceleration thereof in accordance withthe Indenture) (such date, the “Partial Non-Payment Due Date”), then in such event (i) the StandbyPurchaser shall be obligated to pay immediately to the Trustee, for the benefit of the Noteholdersunder the Indenture, the amount that the Issuer was required to pay but failed to pay on such dateunder the terms of the Indenture and the Notes (the “PartialNon-Payment Amount”) and (ii) theTrustee shall provide notice to the Standby Purchaser of the failure of the Issuer to make suchpayment; *provided, however*, that the failure to provide such notice shall not in any way excuse theStandby Purchaser from its obligations hereunder. The notice contemplated herein shall be providedin writing in substantially the form of Exhibit A hereto (the“Partial Non-Payment Notice”) andshall be sent by the Trustee to the Standby Purchaser at the address specified for the StandbyPurchaser in Section 12 hereof no later than 5:00 p.m. (New York time) on the Partial Non-PaymentDue Date. The Partial Non-Payment Notice shall (i) confirm the Partial Non-Payment Amount and thefact that such amount was not paid on the Partial Non-Payment Due Date and (ii) remind the StandbyPurchaser that it is obligated to pay the Partial Non-Payment Amount immediately. To the extentthat the Standby Purchaser fails to pay the Partial Non-Payment Amount immediately pursuant to thisSection 2(a) (whether or not it has received the Partial Non-Payment Notice), the Standby Purchasershall be obligated hereunder to pay, in addition to the Partial Non-Payment Amount, interest onsuch amount at the Default Rate from the Partial Non-Payment Due Date to and including the actualdate of payment by the Standby Purchaser (the “Partial Non-Payment Overdue Interest” and, togetherwith the Partial Non-Payment Amount, the “Partial Non-Payment Amount With Interest”), which date ofpayment shall be a Business Day.          (b) Payment of the Partial Non-Payment Amount With Interest shall be in consideration of thepurchase by the Standby Purchaser of the rights of the Noteholders to receive such amount from theIssuer. The Noteholders shall have no right to retain such rights, and, following the purchase andsale provided for in this Section 2, the Notes shall remain outstanding with all amounts due inrespect thereof adjusted to reflect the purchase, sale and
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payment provided for herein. Upon any such payment, the Standby Purchaser shall besubrogated to the Noteholders to the extent of any payment under this Section 2.          (c) The obligation of the Standby Purchaser to pay the Partial Non-Payment Amount WithInterest shall be absolute and unconditional upon failure of the Issuer to make, prior to theStated 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, withoutlimitation, any Additional Amounts) on the date any such payment is due. All amounts payable by theStandby Purchaser hereunder in respect of any Partial Non-Payment Amount With Interest shall bepayable in U.S. dollars and in immediately available funds to the Trustee at the account specifiedin Section 12 below, or to such other account as may be specified by the Trustee in the applicablePartial Non-Payment Notice. The Standby Purchaser shall not be relieved of its obligationshereunder unless and until the Trustee shall have indefeasibly received all amounts required to bepaid by it hereunder (and any related Event of Default under the Indenture has been cured),including payment of the Partial Non-Payment Overdue Interest as provided for herein.          (d) All payments actually received by the Trustee pursuant to this Section 2 after 1:00 p.m.(New York time) on any Business Day will be deemed, for purposes of this Agreement, to have beenreceived by the Trustee on the next succeeding Business Day.          SECTION 3. Total Purchase Obligation. (a) In the event that, at the Stated Maturity of theprincipal on the Notes (or earlier upon any acceleration thereof in accordance with the terms ofthe Indenture), the Issuer shall fail to make any payment in respect of principal, interest orother amounts due under the Indenture and the Notes on the date any such payment is so due (suchdate, the “Total Non-Payment Due Date”) then in such event, (i) the Standby Purchaser shall beobligated to pay immediately to the Trustee, for the benefit of the Noteholders under theIndenture, the amount that the Issuer was required to pay but failed to pay on such date under theterms of the Notes and the Indenture (the “Total Non-Payment Amount”) and (ii) the Trustee shallprovide 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 StandbyPurchaser from its obligations hereunder. The notice contemplated herein shall be provided inwriting in substantially the form of Exhibit B hereto (the “Total Non-Payment Notice”) sent to theStandby Purchaser at the address specified for the Standby Purchaser in Section 12 hereof no laterthan 5:00 p.m. (New York time) on the Total Non-Payment Due Date. The Total Non-Payment Noticeshall (i) confirm the amount of the Total Non-Payment Amount and the fact that such amount was notpaid on the Total Non-Payment Due Date and (ii) remind the Standby Purchaser that it is obligatedto pay the Total Non-Payment Amount immediately. To the extent that the Standby Purchaser fails topay the Total Non-Payment Amount immediately when required pursuant to this Section 3(a) (whetheror not it has received the Total Non-Payment Notice), the Standby Purchaser shall be obligatedhereunder to pay, in addition to the amounts specified above, interest on such amount at theDefault Rate from the Total Non-Payment Due Date to and including the actual date of payment by theStandby Purchaser (the “Total Non-Payment Overdue Interest” and, together with the TotalNon-Payment Amount, the “Total Non-Payment Amount With Interest”), which date of payment shall be a Business Day. Notwithstandinganything to the contrary herein, the failure by the Trustee to deliver a Total
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Non-Payment Notice as provided herein shall not release the Standby Purchaser of its obligations topay 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 inconsideration of the purchase by the Standby Purchaser of the rights of the Noteholders to receivesuch 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 besubrogated to the Noteholders to the extent of any payment under this Section 3.          (c) The obligation of the Standby Purchaser to pay the Total Non-Payment Amount With Interestshall be absolute and unconditional upon failure of the Issuer to make, at the Stated Maturity ofthe principal of the Notes (or earlier upon any acceleration thereof in accordance with the termsof the Indenture), any payment in respect of principal, interest or other amounts due under theIndenture and the Notes on the date any such payment is due. All amounts payable by the StandbyPurchaser hereunder in respect of any Total Non-Payment Amount With Interest shall be payable inU.S. dollars and in immediately available funds to the Trustee at the account specified in Section12 below, or to such other account as may be specified by the Trustee in the applicable TotalNon-Payment Notice. The Standby Purchaser shall not be relieved of its obligations hereunder unlessand until the Trustee shall have received all amounts required to be paid by it hereunder (and anyrelated Event of Default under the Indenture has been cured), including payment of the TotalNon-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 beenreceived by the Trustee on the next succeeding Business Day.          SECTION 4. Obligations Absolute The Standby Purchaser’s obligation to pay one or more PartialNon-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 ordernow or hereafter in effect in any jurisdiction affecting any of such terms or the rights of anyNoteholder under its Notes or the Indenture. The Purchase Obligations and the other obligations ofthe Standby Purchaser under or in respect of this Agreement are independent of any obligations ofthe Issuer, the Issuer’s Subsidiaries or the Standby Purchaser’s Subsidiaries under or in respectof the Indenture and the Notes or any other document or agreement, and a separate action or actionsmay be brought and prosecuted against the Standby Purchaser to enforce this Agreement, irrespectiveof whether any action is brought against the Issueror whether the Issuer is joined in any such action or actions. The liability of the StandbyPurchaser 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 hereafteracquire 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 thepayment by the Standby Purchaser of any amount payable by it under this Agreement;
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     (c) any change in the time, manner or place of payment of, or in any other term of, all orany of the Purchase Obligations or any other obligations of any other person or entity under orin respect of the Transaction Documents, or any other amendment or waiver of or any consent todeparture from any Transaction Document, including, without limitation, any increase in theobligations of the Issuer under the Indenture and the Notes as a result of further issuances, anyrescheduling 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 otherguaranty or agreement similar in function to this Agreement, for all or any of the obligationsof 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 existenceof 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 documentsof the Issuer or the Standby Purchaser;     (g) any failure of the Trustee to disclose to the Standby Purchaser any informationrelating to the business, condition (financial or otherwise), operations, performance,properties or prospects of the Issuer or any of its Subsidiaries (the Standby Purchaserhereby waiving any duty on the part of the Trustee or any Noteholders to disclose suchinformation);     (h) the failure of any other person or entity to execute or deliver any otherGuarantee or agreement or the release or reduction of liability of any other guarantor orsurety 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 thatmight otherwise constitute a defense available to, or a discharge of, the Issuer or theStandby Purchaser or any other party; or     (j) any claim of set-off or other right which the Standby Purchaser may have at anytime against the Issuer or the Trustee, whether in connection with this transaction or withany unrelated transaction.          This Agreement shall continue to be effective or be reinstated, as the case may be, if at anytime any payment of any of the Purchase Obligations is rescinded or must otherwise be returned byany Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization ofthe 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 areindependent of the Issuer’s obligations under the Notes and the Indenture. The Trustee, on behalfof the Noteholders, may neglect or forbear to enforce payment under the
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Indenture and the Notes, without in any way affecting or impairing the liability of the StandbyPurchaser hereunder. The Trustee shall not be obligated to exhaust recourse or remedies against theIssuer to recover payments required to be made under the Indenture nor take any other actionagainst the Issuer or, under any agreement, purchase any security which the Trustee may hold beforebeing entitled to payment from the Standby Purchaser of all amounts contemplated in Sections 2 and3 hereof owed hereunder or proceed against or have resort to any balance of any deposit account orcredit 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 suitdirectly against the Standby Purchaser, either prior or subsequent to or concurrently with anylawsuit against, or without bringing suit against, the Issuer.          SECTION 6. Waivers and Acknowledgments (a) The Standby Purchaser hereby unconditionally andirrevocably waives promptness, diligence, notice of acceptance, presentment, demand forperformance, notice of nonperformance, default, acceleration, protest or dishonor and any othernotice with respect to any of the Purchase Obligations and this Agreement and any requirement thatthe Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or anyproperty subject thereto or exhaust any right or take any action against the Issuer or any otherPerson.          (b) The Standby Purchaser hereby unconditionally and irrevocably waives any right to revokethis Agreement and acknowledges that this Agreement is continuing in nature and applies to itsPurchase Obligations, whether the same are existing now or in the future.          (c) The Standby Purchaser hereby unconditionally and irrevocably waives (i) any defensearising by reason of any claim or defense based upon an election of remedies by any Noteholder orthe Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwiseadversely affects the subrogation, reimbursement, exoneration, contribution or indemnificationrights of the StandbyPurchaser or other rights of the Standby Purchaser to proceed against the Issuer or any otherperson or entity and (ii) any defense based on any right of set-off or counterclaim against or inrespect of the Purchase Obligations of the Standby Purchaser hereunder.          (d) The Standby Purchaser hereby unconditionally and irrevocably waives any duty on the partof the Trustee or any Noteholder to disclose to the Standby Purchaser any matter, fact or thingrelating to the business, condition (financial or otherwise), operations, performance, propertiesor 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 indirectbenefits from the financing arrangements contemplated by the Transaction Documents and that thewaivers set forth in this Section 6 are knowingly made in contemplation of such benefits.          SECTION 7. Claims Against the Issuer The Standby Purchaser hereby unconditionally andirrevocably agrees not to exercise any rights that it may now have or hereafter acquire against theIssuer or any other guarantor that arise from the existence, payment, performance or enforcement ofthe Standby Purchaser’s Purchase Obligations under or in respect
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of this Agreement or any other Transaction Document, including, without limitation, any right ofsubrogation, reimbursement, exoneration, contribution or indemnification and any right to enforceany rights to payments in respect of the Partial Non-Payment Amount With Interest and/or the TotalNon-Payment Amount With Interest purchased by the Standby Purchaser from the Noteholders asprovided hereunder, or to participate in any claim or remedy of the Trustee, on behalf of theNoteholders, against the Issuer or any other person, whether or not such claim, remedy or rightarises in equity or under contract, statute or common law, including, without limitation, the rightto take or receive from the Issuer or any other person, directly or indirectly, in cash or otherproperty or by set-off or in any other manner, payment or security on account of such claim, remedyor right, unless and until all of the Purchase Obligations and all other amounts payable under thisAgreement shall have been paid in full in cash. If any amount shall be paid to the StandbyPurchaser 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 thisAgreement and (b) the date on which all of the obligations of the Issuer under the Indenture andthe Notes have been discharged in full (the later of such dates beingthe “Termination Date”), suchamount shall be received and held by the Trustee in trust for the benefit of the Noteholders, shallbe segregated from other property and funds of the Standby Purchaser and shall forthwith be paid ordelivered to the Trustee in the same form as so received (with any necessary endorsement orassignment) to be credited and applied to the Purchase Obligations and all other amounts payableunder this Agreement, whether matured or unmatured, in accordance with the terms of the Indenture.If (i) the Standby Purchaser shall make payment to any Noteholder or the Trustee, on behalf of theNoteholders, of all or any part of the PurchaseObligations, (ii) all of the Purchase Obligations and all other amounts payable under thisAgreement shall have been paid in full in cash and (iii) the Termination Date shall have occurred,then the Trustee, on behalf of the Noteholders, will, at the Standby Purchaser’s request andexpense, execute and deliver to the Standby Purchaser appropriate documents, without recourse andwithout representation or warranty, necessary to evidence the transfer by subrogation to theStandby Purchaser of an interest in the Purchase Obligations resulting from such payment made bythe Standby Purchaser pursuant to this Agreement.          SECTION 8. Payments Free and Clear of Taxes, Etc. (a) Any and all payments by or on account ofany obligation of the Standby Purchaser hereunder or under any other Transaction Document shall bemade free and clear of and without deduction for any Indemnified Taxes; *provided*that if theStandby 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, onbehalf of the Noteholders, receives an amount equal to the sum it would have received had no suchdeductions been made, (ii) the Standby Purchaser shall make such deductions and (iii) the StandbyPurchaser shall pay the full amount deducted to the relevant Governmental Authority in accordancewith applicable Law.          (b) Payment of Other Taxes by the Standby Purchaser. In addition, the Standby Purchaser shallpay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law. TheStandby Purchaser shall indemnify and make whole the Noteholders for any such Other Taxes payableby the Standby Purchaser under this paragraph paid by such Noteholders.
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          (c) Notwithstanding anything to the contrary in Section 8(a) of this Agreement, the StandbyPurchaser will not be obligated to pay any Indemnified Taxes imposed with respect to the Notes dueto (i) the Noteholder or Trustee having a connection with the jurisdiction imposing the IndemnifiedTaxes (hereinafter, the “Taxing Jurisdiction”) other than from merely holding the Notes orreceiving 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 ofbusiness or a place of management present or deemed present within the Taxing Jurisdiction), (ii)any tax imposed on, or measured by, net income, (iii) the Noteholder or Trustee failing to complywith any certification, identification or other reporting requirements concerning its nationality,residence, identity or connection with the Taxing Jurisdiction, if (x) such compliance is requiredby applicable Law, regulation, administrative practice or treaty as a precondition to exemptionfrom all or a part of the Indemnified Taxes, (y) the Noteholder or Trustee is able to comply withsuch requirements without undue hardship and (z) at least 30 calendar days prior to the firstPayment Date with respect to which such requirements under the applicable Law, regulation,administrative practice or treaty shall apply, the Standby Purchaser has notified all theNoteholders or the Trustee that they will be required to comply with suchrequirements, (iv) the Noteholder or Trustee failing to present (where presentation isrequired) its Note within 30 calendar days after the Standby Purchaser has made available to theNoteholder or Trustee a payment under this Agreement; *provided*that the Standby Purchaser will payIndemnified Taxes which a Noteholder or Trustee would have been entitled to under such Note had itbeen 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 othergovernmental charges, (vi) such Indemnified Taxes being imposed on a payment on the Notes to anindividual and are required to be made pursuant to European Union Council Directive 2003/48/ECimplementing the conclusions of the Economic and Financial Council of Ministers of the memberstates of the European Union (ECONFIN) Council meeting of November 26–27, 2000 on the taxation ofsavings income or any law implementing or complying with, or introduced in order to conform to, anysuch Directive, (vii) such Note being presented for payment by or on behalf of a Noteholder orTrustee who would have been able to avoid such withholding or deduction by requesting that apayment on the Notes be made by, or presenting the relevant Notes for payment to another payingagent located in a member state of the European Union, or (viii) the payment of any obligation ofthe Standby Purchaser to the Noteholder or Trustee who would have been able to cause the avoidanceof the Indemnified Taxes by taking reasonable measures available to the Noteholder or Trustee.          The Standby Purchaser shall, while European Council Directive 2003/48/EC or any otherDirective implementing the conclusions of the ECOFIN council meeting of November 26–27, 2000 is inforce, ensure that it maintains a paying agent hereunder in a member state of the European Unionthat 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 orOther Taxes by the Standby Purchaser to a Governmental Authority, the Standby Purchaser shalldeliver to the Trustee the original or a certified copy of a receipt issued by such GovernmentalAuthority evidencing such payment, a copy of the return reporting such payment or other evidence ofsuch payment reasonably satisfactory to the Trustee.
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          SECTION 9. Representations and Warranties The Standby Purchaser makes the followingrepresentations and warranties to the Trustee, on behalf of the Noteholders, all of which shallsurvive the execution and delivery of this Agreement:          (a) The Companies and the transactions contemplated in the Underwriting Agreement dated as ofSeptember 29, 2006 among the Standby Purchaser, the Issuer and the Underwriters (the “UnderwritingAgreement”) in connection with the offer and sale of the Original Notes meet the requirements setforth in Form F-3 under the Securities Act for use of the Registration Statement in connection withthe offering of the Original Notes that are the subject of this Agreement.          (b) The Companies and the transactions contemplated in the Dealer Manager Agreement dated asof January 4, 2007 among the Standby Purchaser and the Dealer Managers (the “Dealer ManagerAgreement”) in connection with Re-Opening Notes meet the requirements set forth in Form F-4 underthe Securities Act for use of the Exchange Registration Statement in connection with the offeringof the Re-Opening Notes that are the subject of this Agreement.          (c) The Standby Purchaser and the Issuer have filed the Registration Statement and theExchange Registration Statement with the SEC, each of the Registration Statement and the ExchangeRegistration Statement has been declared effective under the Securities Act, no stop ordersuspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement,the Final Offering Document, the Exchange Prospectus or any Permitted Free Writing Prospectus, orthe effectiveness of the Registration Statement or the Exchange Registration Statement has beenissued, and no proceedings for such purposes have been instituted or, to the best of the Companies’knowledge, threatened by the SEC.          (d) The Standby Purchaser and the Issuer filed with the SEC on October 2, 2006 pursuant toRule 424(b) under the Securities Act a final form of supplement to the Base Prospectus (the“Prospectus Supplement”) dated September 29, 2006 relating to the Original Notes and thedistribution thereof. The Base Prospectus as supplemented by the Prospectus Supplement in the formin which it was filed with the SEC pursuant to Rule 424(b), together with any documentsincorporated by reference therein, is herein referred to as the “Final Offering Document”.          (e) The Standby Purchaser and the Issuer have filed with the SEC on January 4, 2007 pursuantto Rule 424(b) under the Securities Act a final form of supplement to the Exchange Prospectus (the“Exchange Prospectus”) dated January 4, 2007,relating to the Re-Opening Notes. The Exchange Prospectus in the form in which it was filed with the SEC pursuant to Rule 424(b), together withany documents incorporated by reference therein, is herein referred to as the “Re-Opening OfferingDocument.”          (f) Each of the Companies has filed all the documents required to be filed by it with the SECpursuant to the Exchange Act, including but not limited to the annual reports on Form 20-F for theyear ended December 31, 2005 and Forms 6-K in connection with their respective financial statementsfor the three months ended March 31, 2006, for the six months ended June 30, 2006 and for the ninemonths ended September 30, 2006. Each document filed or to be filed by the Companies under theExchange Act complied and will comply when so filed in
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all material respects with the requirements of the Exchange Act and the applicable rules andregulations of the SEC and the documents incorporated or deemed to be incorporated by reference inthe Registration Statement, the Exchange Registration Statement, theFinal Offering Document and the Re-Opening Offering Document, at the time they were or hereafterare filed with the SEC, complied and will comply in all material respects with the requirements ofthe Securities Act, the Exchange Act and the rules and regulations thereunder.          (g) The Original Indenture, Amended and Restated Fifth Supplemental Indenture and thisAgreement have been qualified under the TIA, and all filings and other actions required under theTIA to permit the use of the Indenture, the issuance of the Notes thereunder and the execution bythe Standby Purchaser and the Trustee of this Agreement have been made and taken prior to the datehereof.          (h) Prior to the termination of the offering of the Notes, neither the Standby Purchaser northe Issuer has filed any amendment to the Registration Statement or the Exchange RegistrationStatement or supplement to the Final Offering Document or to the Re-Opening Offering Document whichshall not have previously been furnished to the Underwriters and the Dealer Managers or of whichthe Underwriters and the Dealer Managers shall not previously have been advised or to which theUnderwriters or the Dealer Managers shall have reasonably objected in writing.          (i) Each of the Registration Statement, as amended, as of the time it became effective underthe Securities Act, and the Final Offering Document as amended or supplemented as of the datethereof and as of the Original Closing Date, contained all disclosures required under applicablelaws, including the Securities Act and the rules and regulations thereunder. Each of the ExchangeRegistration Statement, as amended, as of the time it became effective under the Securities Act,and the Re-Opening Offering Document as amended or supplemented as of the date hereof, contains alldisclosures required under applicable laws, including the Securities Act and the rules andregulations thereunder. Neither (i) the Registration Statement, as amended, as of the time itbecame effective under the Securities Act nor (ii) the Final Offering Document as amended orsupplemented as of the Original Closing Date, contains or will contain any untrue statement of amaterial fact or omit to state any material fact necessary to make the statements therein, in thelight of the circumstances under which they were made, not misleading. Neither (i) the ExchangeRegistration Statement, as amended, as of the time it became effective under the Securities Act,nor (ii) the Re-Opening Offering Document as amended and supplemented as of the date hereof,contains or will contain any untrue statement of material fact or omit to state any material factnecessary to make the statements therein, in light of the circumstances under which they were made,not misleading. Notwithstanding the foregoing, the Standby Purchaser does not make anyrepresentation or warranty as to the information contained in or omitted from (i) the RegistrationStatement or the Final Offering Document in reliance upon and in conformity with informationfurnished in writing to the Standby Purchaser and the Issuer by any Underwriter, specifically forinclusion therein, which shall consist solely of the first and sixth paragraphs under the captions“Plan of Distribution” in the Prospectus Supplement and the first and sixth paragraphs under thecaptions “Plan of Distribution” in the Final Offering Document and (ii) the Exchange RegistrationStatement or the Re-Opening Offering Document in reliance upon and in conformity with informationfurnished in writing to the Standby Purchaser and the Issuer by any Dealer Manager,specifically for
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inclusion therein, which shall consist solely of the [      ] paragraphs under the captions “[      ]” in theRe-Opening Offering Document.          (j) Neither the Issuer nor the Standby Purchaser is an “investment company” or a company“controlled by” an “investment company” as such terms are defined in the United States InvestmentCompany 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 proceedsthereof as described in the Registration Statement, the Final Offering Document, the ExchangeRegistration Statement and the Re-Opening Offering Document neither the Issuer nor the StandbyPurchaser will be an “investment company” or a company “controlled by” an “investment company” assuch terms are defined in the United States Investment Company Act of 1940, as amended, and therules and regulations of the SEC promulgated thereunder.          (k) Neither the Standby Purchaser, nor any of its Affiliates, nor any person acting on theirbehalf (other than the Underwriters as to which the Standby Purchaser makes no representation orwarranty), has paid or agreed to pay to any person any compensation for soliciting another topurchase (i) the Notes or (ii) any other securities of the Standby Purchaser or the Issuer withinthe last 90 days, except in the case of either (i) or (ii) as contemplated by the UnderwritingAgreement.          (l) Neither the Standby Purchaser, nor any of its Affiliates, nor any person acting on theirbehalf (other than the Underwriters as to which the Standby Purchaser makes no representation orwarranty), has, directly or indirectly, taken any action designed to cause or which has constitutedor which might reasonably be expected to cause or result in the stabilization or manipulation ofthe price of any security of the Standby Purchaser or the Issuer to facilitate the initial sale orresale of the Notes under the Exchange Act, or otherwise.          (m) The Standby Purchaser has been duly organized and is validly existing as a *sociedade deeconomia mista*(mixed-capital company) in good standing (to the extent that good standing isapplicable under applicable Law) under the Laws of Brazil. Each of the Standby Purchaser’sSignificant Subsidiaries (as defined in Rule 12b-2 under the Exchange Act) has been dulyincorporated and is validly existing as a corporation in good standing (to the extent required bylaw) under the Laws of the jurisdiction in which it is chartered or organized. Each of the StandbyPurchaser and its Significant Subsidiaries is licensed (if and to the extent required by law) andhas the full corporate power and authority to own or lease, as the case may be, and to operate itsproperties and to conduct its business as described in the Registration Statement, the ExchangeRegistration Statement, the Final Offering Document and the Re-Opening Offering Document, and toenter into and perform its obligations under this Agreement and the other Transaction Documents towhich it is a party, and is duly qualified or licensed as a foreign corporation in good standing ineach jurisdiction which requires suchqualification, 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 Purchaserowns, directly or indirectly, all of the outstanding equity interests of the Issuer and its otherSignificant Subsidiaries.          (n) All the outstanding shares of capital stock, if any, of each Subsidiary of the StandbyPurchaser have been duly and validly authorized and issued and are fully paid and non-
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assessable except, in the case of the Subsidiaries (other than the Issuer), as would not have aMaterial Adverse Effect, and all outstanding shares of capital stock of the Subsidiaries are ownedby the Companies, as the case may be, either directly or through wholly owned Subsidiaries free andclear of any perfected security interest or any other security interests, claims, liens orencumbrances.          (o) The Standby Purchaser’s capitalization as of the Original Closing Date is as set forth inthe Final Offering Document. The Standby Purchaser’s capitalization as of the Closing Date is asset forth in the Re-Opening Offering Document.          (p) There have been no material changes with respect to the matters disclosed in “Item 11.Qualitative and Quantitative Disclosure About Market Risk” in the Form 20-F of the StandbyPurchaser for the year ended December 31, 2005, except as otherwise specified in the Final OfferingDocument and the Re-Opening Offering Document.          (q) This Agreement has been duly authorized, executed and delivered by the Standby Purchaser;each of this Agreement, the Amended and Restated Fifth Supplemental Indenture and each otherdocument executed and delivered in connection therewith to which the Standby Purchaser is party hasbeen duly authorized and, assuming due authorization, execution and delivery thereof by each otherparty to those Transaction Documents (other than the Standby Purchaser), when executed anddelivered by the Standby Purchaser, will constitute a legal, valid and binding agreement of theStandby Purchaser, enforceable against the Standby Purchaser in accordance with its terms (subject,as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratoriumor other similar laws affecting creditors’ rights generally from time to time in effect and togeneral principles of equity); and the descriptions of the Transaction Documents in theRegistration Statement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the FinalOffering Document and the Re-Opening Offering Document fairly summarize the rights and obligationsof the parties thereto.          (r) The Notes have been duly authorized, and, when issued under the Indenture, authenticatedby the Trustee and delivered to and paid for by the Underwriters pursuant to the UnderwritingAgreement, will have been duly executed, issued and delivered and will constitute legal, valid andbinding obligations of the Issuer, enforceable in accordance with their terms, subject, as to theenforcement of remedies, toapplicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws affectingcreditors’ rights generally from time to time in effect and to general principles of equity andwill be entitled to the benefits provided by the Indenture as described in the RegistrationStatement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the Final OfferingDocument and the Re-Opening Offering Document.          (s) The Notes will constitute the general unsecured and unsubordinated obligations of theIssuer and will rank *pari passu*in priority of payment and in right of seniority with all otherunsecured and unsubordinated obligations of the Issuer that are not, by their terms, expresslysubordinated in right of payment to the Notes, except for statutory liens and preferences. Theobligations of the Standby Purchaser under this Agreement will constitute the general unsecured andunsubordinated obligations of the Standby Purchaser and will rank *pari passu*in priority of paymentand in right of seniority with all other unsecured and unsubordinated obligations of the StandbyPurchaser that are not, by their terms, expressly
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subordinated in right of payment to the rights of the Trustee, except for statutory liens andpreferences.          (t) No consent, approval, authorization, filing with or order of any Governmental Authority isrequired for (i) the valid authorization, issuance, sale and delivery of the Notes or (ii) theexecution, delivery or performance by the Issuer and the Standby Purchaser of any of theirrespective obligations under any of the Transaction Documents in the manner contemplated in theRegistration Statement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the FinalOffering Document and the Re-Opening Offering Document including, without limitation, making any ofthe applicable payments required to be made after the date hereof under or in respect of any of theTransaction Documents, except for (i) the filing of the Prospectus Supplement and the Re-OpeningExchange Prospectus, in each case, pursuant to Rule 424(b) under the Securities Act, which has beeneffected prior to the date hereof, (ii) such consents as may be required under state or foreignsecurities or blue sky laws and (iii) such filings or consents as may be required by the by-lawsand rules of the National Association of Securities Dealers, Inc. or NASD Regulation, Inc. inconnection with the use of the Base Prospectus for issuances of securities by the Standby Purchaserand the Issuer and the purchase and distribution of the Notes by the Underwriters and theconfirmation by the National Association of Securities Dealers, Inc. that it has no objection withrespect to the fairness and reasonableness of the underwriting terms and arrangements, each ofwhich has, to the best of the Companies’ knowledge been obtained and is in full force and effect.          (u) Neither of the Issuer nor the Standby Purchaser is currently in violation of its charter,by-laws or comparable organizational documents; neither the issuance and sale of the Notes, theexecution and delivery of any of the Transaction Documents nor the consummation of any of thetransactions described or contemplated therein, nor the fulfillment of the terms thereof willconflict with, or give rise to any right to acceleratethe maturity or require the prepayment, repurchase or redemption of any indebtedness under, orresult in a breach or violation or imposition of any lien, charge or encumbrance upon any propertyor 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 orany of their Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed oftrust, note agreement, loan agreement or other agreement, obligation, condition, covenant orinstrument to which the Issuer or the Standby Purchaser or any of their Subsidiaries is a party oris 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 oftheir Subsidiaries, except in the case of clauses (ii) or (iii) such as could not reasonably beexpected to have a Material Adverse Effect.          (v) The consolidated historical financial statements of the Issuer and the Standby Purchaserand their consolidated Subsidiaries included in the Final Offering Document and the Re-OpeningOffering Document, together with the related notes, have been prepared in accordance with U.S. GAAPapplied 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 cashflows of the Issuer and the Standby Purchaser as of the dates and for the periods indicated; thesummary financial information set forth under the captions “Summary Financial Information forPIFCo,” and “Summary Financial Information for
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Petrobras” in the Pre-Pricing Prospectus, the Final Offering Document and the Re-Opening OfferingDocument fairly present, on the basis stated in the Pre-Pricing Prospectus, the Final OfferingDocument and the Re-Opening Offering Document, the information included therein. Except asdisclosed in the Pre-Pricing Prospectus, the Final Offering Documentand the Re-Opening OfferingDocument, 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 andtheir consolidated Subsidiaries, taken as a whole, since December 31, 2005. The segment data andother financial and statistical information incorporated by reference in the RegistrationStatement, the Pre-Pricing Prospectus, the Final Offering Document and the Re-Opening OfferingDocument present fairly the information included therein and have been prepared on a basisconsistent with that of the financial statements that are incorporated by reference in theRegistration Statement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the FinalOffering Document and the Re-Opening Offering Document, and the books and records of the respectiveentities presented therein.          (w) There are no pro forma or consolidated financial statements or other financial statementsor data which are required to be included or incorporated by reference in the RegistrationStatement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the Final OfferingDocument or the Re-Opening Offering Document in accordance with Regulation S-X under the SecuritiesAct which have not been included as so required.          (x) The statistical, industry-related and market-related data included in the Pre-PricingProspectus and the Final Offering Document or the Re-Opening Offering Document are based on orderived from sources which the Standby Purchaser and the Issuer reasonably and in good faithbelieve are reliable and accurate, and such data agree with the sources from which they arederived.          (y) Except as set forth or contemplated in the Pre-Pricing Prospectus, the Final OfferingDocument and the Re-Opening Offering Document, neither of the Issuer or the Standby Purchaser hasentered 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 theStandby Purchaser taken as a whole with their consolidated Subsidiaries.          (z) No action, suit or proceeding by or before any Governmental Authority involving the Issueror the Standby Purchaser or any of their Subsidiaries or their property or assets is pending or, tothe 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 ortherein or (ii) any other matter that individually or in the aggregate could reasonably be expectedto have a Material Adverse Effect, except as set forth in or contemplated in the Pre-PricingProspectus, the Final Offering Document and the Re-Opening Offering Document. Neither the Issuer,the Standby Purchaser nor any of their Subsidiaries is in violation of or in default with respectto any applicable statute (including, without limitation, any applicable provision of theSarbanes-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 suchPerson which is reasonably likely to have a Material Adverse Effect.
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          (aa) Each of the Issuer and the Standby Purchaser and each of their respective Subsidiarieshas good and marketable title to all of their properties and assets and owns or leases all suchproperties and assets as are both described in the Pre-Pricing Prospectus, the Final OfferingDocument and the Re-Opening Offering Document, and necessary to the conduct of its operations aspresently conducted free and clear of any liens, charges, security interests or other encumbrancesexcept such as (i) do not materially interfere with the intended use thereof and (ii) could notreasonably be expected to have a Material Adverse Effect. All leases and subleases material to thebusiness of each of the Companies under which either of the Issuer and the Standby Purchaser holdsproperties, as described in the Pre-Pricing Prospectus, the Final Offering Document and theRe-Opening Offering Document are in full force and effect; and neither the Standby Purchaser northe Issuer has had any notice that any material claim of any sort has been asserted by anyoneadverse to the Standby Purchaser’s or the Issuer’s rights under any leases or subleases mentionedabove, or affecting or questioning the rights thereof to the continued possession of the leased orsubleased premises under any such lease or sublease, except as would not result in a MaterialAdverse Effect.          (bb) Each of KPMG Auditores Independentes and Ernst & Young Auditores Independentes (who havecertified the financial statements of the Issuer and the Standby Purchaser and supporting schedulesand information of Standby Purchaser and the Issuer and their consolidated Subsidiaries anddelivered their report with respect to the audited and unaudited consolidated financial statementsand other financial information included in the Final Offering Document and in the Re-OpeningOffering Document relating to the Issuer and the Standby Purchaser and their consolidatedSubsidiaries) are independent public accountants within the meaning of the Code of ProfessionalConduct of the American Institute of Certified Public Accountants and the applicable requirementsof Regulation S-X under the Securities Act and the Exchange Act and are certified publicaccountants with respect to the Standby Purchaser and the Issuer under the standards established bythe local authorities in the Cayman Islands and Brazil.          (cc) Each of the Issuer and the Standby Purchaser and their respective Subsidiaries has filedor caused to be filed all tax returns which to the knowledge of the Issuer and the StandbyPurchaser are required to be filed, and has paid all taxes shown to be due and payable on saidreturns or on any assessments made against such person or any of its respective properties and allother taxes, assessments, fees or other charges imposed on such person or any of its respectiveproperties by, any Governmental Authority (other than those the amount or validity of which iscurrently being contested in good faith by appropriate proceedings and with respect to whichreserves in conformity with generally accepted accounting principles have been provided on thebooks 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 arebeing asserted with respect to any such taxes, assessments, fees or other charges.          (dd) The Issuer and the Standby Purchaser and each of their respective Subsidiaries areinsured by insurers that the Issuer and the Standby Purchaser reasonably believe to be financiallysound against such losses and risks and in such amounts as are prudent and customary in thebusinesses and in the geographical regions in which they are engaged except when the failure to doso would not have a Material Adverse Effect; and neither of the Issuer or
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the Standby Purchaser nor any Subsidiary thereof has any reason to believe that it will not be ableto renew its existing insurance coverage as and when such coverage expires or to obtain similarcoverage from similar insurers as may be necessary to continue its business at a cost that wouldnot have a Material Adverse Effect.          (ee) No Subsidiary of the Issuer or the Standby Purchaser is currently prohibited, directly orindirectly, from paying any dividends to either of the Issuer or the Standby Purchaser, from makingany other distribution on such Subsidiary’s capital stock, from repaying to the Issuer or theStandby Purchaser any loans or advances to suchSubsidiary from the Issuer or the Standby Purchaser or from transferring any of suchSubsidiary’s property or assets to the Issuer or the Standby Purchaser or any other Subsidiary ofthe Issuer or the Standby Purchaser.          (ff) The Issuer and the Standby Purchaser and their Subsidiaries possess all materiallicenses, certificates, permits and other authorizations issued by the appropriate federal, stateor foreign regulatory authorities necessary to conduct their respective businesses, and neither ofthe Issuer and the Standby Purchaser nor any of their Subsidiaries has received any notice ofproceedings relating to the revocation or modification of any such certificate, authorization orpermit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling orfinding, could have a Material Adverse Effect.          (gg) To ensure the legality, validity, enforceability or admissibility into evidence of any ofthe Transaction Documents, it is not necessary that any such other document be filed or recordedwith any court or other authority in Brazil or the Cayman Islands (other than such authorizationsor filings that have already been obtained or made, as applicable), or that any stamp or similartax be paid in either Brazil or the Cayman Islands on or in respect of any such document, except asprovided in the Registration Statement, the Exchange Registration Statement, the Pre-PricingProspectus, the Final Offering Document and the Re-Opening Offering Document. It is not necessaryunder the laws of Brazil or the Cayman Islands that any of the holders of the Notes, be licensed,qualified or entitled to carry on business in either Brazil or the Cayman Islands by reason of theexecution, delivery, performance or enforcement of any of the Transaction Documents.          (hh) The Issuer and the Standby Purchaser and each of their respective Subsidiaries eachmaintain a system of internal accounting controls sufficient to provide reasonable assurance that(i) transactions are executed in accordance with management’s general or specific authorizations,(ii) transactions are recorded as necessary to permit preparation of financial statements inaccordance with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permittedonly in accordance with management’s general or specific authorization and (iv) the recordedaccountability for assets is compared with the existing assets at reasonable intervals andappropriate action is taken with respect to any differences.          (ii) The Issuer and the Standby Purchaser and their respective Subsidiaries (i) are incompliance with any and all applicable Environmental Laws, (ii) have received and are in compliancewith all permits, licenses or other approvals required of them under the applicable EnvironmentalLaws to conduct their respective businesses and (iii) except as described in the RegistrationStatement, the Exchange Registration Statement, the Pre-Pricing Prospectus, the Final OfferingDocument and the Re-Opening Offering Document, have not received notice of
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any actual or potential liability for the investigation or remediation of any disposal orrelease of hazardous or toxic substances or wastes, pollutants or contaminants, except in the caseof clauses (i), (ii) and (iii) above where such non-compliance with Environmental Laws, failure toreceive required permits, licenses or other approvals, or liability would not, individually or inthe aggregate, have a Material Adverse Effect. Except as set forth in the Registration Statement,the Pre-Pricing Prospectus, the Final Offering Document and the Re-Opening Offering Document,neither of the Issuer and the Standby Purchaser nor any of their Subsidiaries has been named as a“potentially responsible party” under the United States Comprehensive Environmental Response,Compensation, and Liability Act of 1980, as amended, nor has the Issuer or any such Subsidiary beenidentified as the party responsible or potentially responsible for any breach or violation of anyother similar Environmental Law.          (jj) In the ordinary course of its business, the Issuer and the Standby Purchaser periodicallyreview the effect of Environmental Laws on the business, operations and properties of the Issuerand the Standby Purchaser and their Subsidiaries, in the course of which it identifies andevaluates associated costs and liabilities (including, without limitation, any capital or operatingexpenditures required for clean-up, closure of properties or compliance with Environmental Laws, orany permit, license or approval, any related constraints on operating activities and any potentialliabilities to third parties). On the basis of such review, the Issuer and the Standby Purchaserhave reasonably concluded that such associated costs and liabilities would not, singly or in theaggregate, have a Material Adverse Effect.          (kk) The information set forth in the Registration Statement, the Exchange RegistrationStatement, the Pre-Pricing Prospectus, the Final Offering Documentand the Re-Opening OfferingDocument relating to oil and gas reserves, oil and gas wells and any other oil and gas relatedinformation required to be disclosed in such Registration Statement, the Exchange RegistrationStatement, Pre-Pricing Prospectus, the Final Offering Document and the Re-Opening OfferingDocument, has been prepared by the Issuer and the Standby Purchaser in all material respects on thebasis disclosed in the Registration Statement, the Pre-Pricing Prospectus, the Final OfferingDocument and the Re-Opening Offering Document, and conforms in all material respects to therequirements of the Securities Act and the Exchange Act, as the case may be.          (ll) The indemnification and contribution provisions set forth in Section 14 hereof do notcontravene Brazilian or Cayman Islands law or public policy.          (mm) The Issuer and the Standby Purchaser are subject to civil and commercial law in respectof their obligations hereunder and the Issuer and the Standby Purchaser are not, nor are any oftheir properties, assets or revenues subject to any right of immunity under Cayman Islands,Brazilian or New York law, from any legal action, suit or proceeding, from the giving of any reliefin any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdictionof any Cayman Islands, Brazilian, New York or United States federal court, from service of process,attachment upon or prior to judgment, or attachment in aid of execution of judgment, or fromexecution of a judgment, or other legal process or proceeding for the giving of any relief or forthe enforcement of a judgment, in any such court with respect to its obligations,liabilities or any other matter under or arising out of or in connection herewith; and, to theextent that the Issuer and the Standby Purchaser or any of
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their properties, assets or revenues may have or may hereafter become entitled to any such right ofimmunity in any such court in which proceedings arising out of, or relating to the transactionscontemplated hereby, may at any time be commenced, the Companies have waived or will waive suchright to the extent permitted by law and have consented to such relief and enforcement as providedherein.          (nn) The submission of the Issuer and the Standby Purchaser to the non-exclusive jurisdictionof the courts of the Supreme Court of the State of New York, County of New York, and the UnitedStates District Court for the Southern District of New York (each, a“New York court”) in Section18 hereof, in the case of the Standby Purchaser, and, as applicable, under each of the TransactionDocuments is legal, valid and binding under the laws of Brazil and the Cayman Islands; theappointment 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 andunder each of the other Transaction Documents is legal, valid and binding under the laws of Braziland the Cayman Islands; and the choice of law provision set forth in Section 18 below and in eachTransaction 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 theStandby Purchaser under any Transaction Document and which conforms with Brazilian or CaymanIsland, as applicable, law, rule, regulation or public policy and with the provisions forenforcement of foreign judgments set forth in the Final Memorandum be enforceable in the courts ofBrazil and the Cayman Islands without reexamination of the merits.          (oo) Any final judgment for a fixed or readily calculable sum of money rendered by any courtof the State of New York or of the United States located in the State of New York havingjurisdiction under its own domestic laws in respect of any suit, action or proceeding against theIssuer and the Standby Purchaser based upon this Agreement would be declared enforceable againstthe Issuer and the Standby Purchaser by the courts of the Cayman Islands or Brazil, as applicable,without re-examination, review of the merits of the cause of action in respect of which theoriginal judgment was given or relitigation of the matters adjudicated upon or payment of anystamp, registration or similar tax or duty, as provided in the provisions for enforcement offoreign judgments set forth in the Final Offering Document and the Re-Opening Offering Document.          (pp) No part of the proceeds of the sale of the Notes will be used for any purpose thatviolates the provisions of any of Regulation T, U or X of the Board of Governors of the FederalReserve System or any other regulation of such Board of Governors.          (qq) Both presently and immediately after giving effect to the transactionscontemplated hereunder, in the Final Offering Document and in the Re-Opening OfferingDocument, each of the Issuer and the Standby Purchaser (i) is and will be able to pay its debts asthey become due and (ii) is not insolvent as defined under applicable Brazilian bankruptcy,insolvency or similar law or Cayman Islands bankruptcy, insolvency or similar law.          (rr) None of the Noteholders, the Underwriters or the Trustee will be deemed resident,domiciled, carrying on business or subject to taxation in Brazil or the Cayman Islands solely bythe execution, delivery, performance or enforcement of any of the Transaction
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Documents or by virtue of the ownership or transfer of a Note or the receipt of payment thereonassuming that none of such persons is a resident of Brazil or the Cayman Islands or has a permanentestablishment or a fixed base in Brazil or the Cayman Islands.          (ss) No Default or Event of Default (as defined in the Indenture) has occurred and iscontinuing.          (tt) There are no Cayman Islands taxes on or by virtue of the execution or delivery of thisAgreement, the Indenture, the Notes or any of the other Transaction Documents or any other documentto be furnished hereunder or thereunder. Payments to be made by the Issuer and the StandbyPurchaser or any other party to any of the Transaction Documents pursuant to the TransactionDocuments will not be subject to Cayman Islands taxes. There are no stamp or other issuance ortransfer taxes or duties or other similar fees or charges required to be paid in connection withthe execution and delivery of any of the Transaction Documents or the consummation of any of theother transactions described therein or the issuance and sale by the Issuer of the Notes.          (uu) There is no tax, levy, impost, deduction, charge or withholding imposed, levied or madeby or in Brazil or any political subdivision or taxing authority thereof or therein either (i) onor by virtue of the execution or delivery of this Agreement or any of the other TransactionDocuments or (ii) on any payment to be made by the Standby Purchaser to the Trustee (to the extentthat such payments are for the benefit of non-residents of Brazil)or the holders (that arenon-residents of Brazil) of the Notes pursuant to this Agreement, except with respect to anypayment of interest, fees or other income made to a party hereto or thereto outside of Brazil fromfunds of the Standby Purchaser in Brazil each of which currently would be subject to a withholdingtax which, as of the date hereof, is levied at the rate of 15%, 25% if the beneficiary is domiciledin a tax haven jurisdiction or such other lower rate, as it may be contemplated in a bilateraltreaty aimed at avoiding double taxation between Brazil and such other country where the recipientof the payment has its domicile. The Standby Purchaser is permitted to make all payments pursuantto this Agreement free and clear of all taxes, levies, imposts, deductions, charges or withholdingsimposed, levied or made by or in Brazil or any political subdivision or taxing authority thereof ortherein, and no such payment in the hands of the Trustee (to the extent that such payments are forthe benefitof non-residents of Brazil) or the Holders (that are non-residents of Brazil) of the Noteswill be subject to any tax, levy, impost, deduction, charge or withholding imposed, levied or madeby or in Brazil or any political subdivision or taxing authority therein or thereof, in each caseexcept as provided in the immediately preceding sentence. The Standby Purchaser intends to make allpayments pursuant to this Agreement from funds offshore Brazil. The Standby Purchaser does notbelieve or reasonably expect that any interest paid or purchases of Purchase Obligations made bythe Standby Purchaser pursuant to the terms hereof will constitute interest paid by a trade orbusiness in the United States within the meaning of Section 884 (f) (1) (A) of the Internal RevenueCode of 1986, as amended. To ensure the legality, validity, enforceability or admissibility inevidence of this Agreement in Brazil, it is not necessary that this Agreement or any other documentbe filed or recorded with any court or other authority in Brazil, other than the notarization ofthe signatures of the parties signing outside Brazil, the subsequent consularization(authentication) of the signature of such a notary by a Brazilian consulate official and thesubsequent translation of
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this Agreement into Portuguese by a sworn translator, or that any stamp or similar tax be paid onor in respect of this Agreement or any of the other Transaction Documents.          (vv) After being notarized, consularized and translated into Portuguese by a sworn translator,this Agreement will be in proper legal form under the laws of Brazil for the enforcement thereof inBrazil.          (ww) To the extent the Standby Purchaser or its respective property has or may in the futurehave any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suitor proceeding, set-off or counterclaim, the jurisdiction of any competent court, service ofprocess, attachment or execution, in any jurisdiction, with respect to its obligations,liabilities, or any other matter under or arising out of or in connection with this Agreement andany other Transaction Documents, the Standby Purchaser has effectively waived such rights asprovided in Section 18 hereof; *provided*that no assets of the Standby Purchaser which arespecifically used in the furtherance of the activities listed in Article 177 of the BrazilianConstitution, in respect of which the Brazilian government has a monopoly, could be used by anyperson in Brazil acquiring such assets as a result of the execution thereof in violation of theprovisions contained in such Article 177 of the Brazilian Constitution. The execution and deliveryof this Agreement by the Standby Purchaser and the performance of its obligations hereunder by theStandby Purchaser constitute private and commercial acts rather than governmental or public acts.          (xx) Except as described in the Final Offering Document and in the ReOpening OfferingDocument, and except as to matters, individually or in the aggregate, which could not reasonably beexpected to have a Material Adverse Effect:     (i) The Standby Purchaser and its Material Subsidiaries have obtained allenvironmental permits with respect to the business in which they are engagedand with respect to the facilities and properties owned, leased or operated by theStandby Purchaser or any of its Material Subsidiaries, and the business and all operationsat the properties of the Standby Purchaser are in compliance with all environmental permitsand are otherwise in compliance with all environmental laws;     (ii) No officer of the Standby Purchaser or of any of its Material Subsidiaries hasreceived any notice of any claim with respect to any of the properties, the business orotherwise, nor does the Standby Purchaser have knowledge or reason to believe that any suchclaim will be received or is threatened; and     (iii) There are no past or present actions, activities, events, conditions orcircumstances, including the release, threatened, release, emission, discharge, generation,treatment, storage or disposal of any hazardous materials at any locations, that wouldreasonably be expected to give rise to liability of the Standby Purchaser or any of itsMaterial Subsidiaries under any law or any contract or agreement.          (yy) The Standby Purchaser has, independently and without reliance upon any Noteholder andbased on such documents and information as it has deemed appropriate, made its own credit analysisand decision to enter into this Agreement and each other Transaction
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Document to which it is or is to be a party, and the Standby Purchaser has established adequatemeans of obtaining from the Issuer on a continuing basis information pertaining to, and is now andon a continuing basis will be completely familiar with, the business, condition (financial orotherwise), operations, performance, properties and prospects of the Issuer.          SECTION 10. Covenants          For so long as the Notes remain outstanding or any amount remains unpaid on the Notes and theIndenture, the Standby Purchaser will, and will cause each of its Subsidiaries to, comply with theterms and covenants set forth below (except as otherwise provided in a duly authorized amendment tothis Agreement as provided herein):          (a) Performance of Obligations. The Standby Purchaser shall pay all amounts owed by it andcomply with all its other obligations under the terms of this Agreement and the Indenture inaccordance with the terms thereof.          (b) Maintenance of Corporate Existence. The Standby Purchaser will, and will cause each of itsSubsidiaries to, (i) maintain in effect its corporate existence and all registrations necessarytherefor except as otherwise permitted by Section 10(m) and (ii) take all actions to maintain allrights, privileges, titles to property, franchises, concessionsand the like necessary or desirable in the normal conduct of its business, activities oroperations; *provided, however,*that this Section 10(b) shall not require the Standby Purchaser tomaintain or cause any Subsidiary thereof to maintain any such right, privilege, title to propertyor franchise or require the Standby Purchaser to preserve the corporate existence of anySubsidiary, if, in each case, the failure to do so does not, and will not, have a Material AdverseEffect.          (c) Maintenance of Ownership of the Issuer. For so long as any Notes are outstanding, theStandby Purchaser will retain no less than 51% direct or indirect ownership of the outstandingvoting and economic interests (equity or otherwise) of and in the Issuer.          (d) Maintenance of Office or Agency. So long as any of the Notes are outstanding, the StandbyPurchaser will maintain in the Borough of Manhattan, The City of New York, an office or agencywhere notices to and demands upon the Standby Purchaser in respect of this Agreement may be served,and the Standby Purchaser will not change the designation of such office without prior notice tothe Trustee and designation of a replacement office in the same general location.          (e) Ranking. The Standby Purchaser will ensure at all times that its obligations under thisAgreement will constitute the general senior unsecured and unsubordinated obligations of theStandby Purchaser and will rank *pari passu*, without any preferences among themselves, with allother 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 thisAgreement.          (f) Notice of Defaults. The Standby Purchaser will give written notice to the Trustee, as soonas is practicable and in any event within ten calendar days after the Standby
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Purchaser becomes aware, or should reasonably become aware, of the occurrence of any Default or anyEvent of Default, accompanied by a certificate of an officer of the Standby Purchaser setting forththe details thereof and stating what action that the Standby Purchaser proposes to take withrespect thereto.          (g) Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Standby Purchaser willnot, in one or a series of transactions, consolidate or amalgamate with or merge into anycorporation or convey, lease or transfer substantially all of its properties, assets or revenues toany person or entity (other than a direct or indirect Subsidiary of the Standby Purchaser) orpermit 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 ismerged or that acquired or leased such property or assets of theStandby Purchaser will assume (jointly and severally with the Standby Purchaser unlessthe Standby Purchaser shall have ceased to exist as a result of such merger, consolidationor amalgamation), by an amendment to this Agreement (the form and substance of which shallbe previously approved by the Trustee), all of the Standby Purchaser’s obligations underthis Agreement;     (B) the Successor Company (jointly and severally with the Standby Purchaser unless theStandby Purchaser shall have ceased to exist as part of such merger, consolidation oramalgamation) agrees to indemnify each Noteholder against any tax, assessment orgovernmental charge thereafter imposed on such Noteholder solely as a consequence of suchconsolidation, merger, conveyance, transfer or lease with respect to the payment ofprincipal of, or interest on, the Notes;     (C) immediately after giving effect to such transaction, no Event of Default and noDefault has occurred and is continuing;     (D) the Standby Purchaser has delivered to the Trustee an Officer’s Certificate and anOpinion of Counsel each stating that such merger consolidation, sale, transfer or otherconveyance or disposition and the amendment to this Agreement comply with the terms of thisAgreement and that all conditions precedent provided for herein and relating to suchtransaction 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 Eventof Default shall have occurred and be continuing at the time of such proposed transaction or wouldresult therefrom and the Standby Purchaser has delivered notice of any such transaction to Moody’sand the Trustee (which notice shall contain a description of such merger, consolidation orconveyance):
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     (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 orrevenues to a direct or indirect Subsidiary of the Standby Purchaser in cases when the StandbyPurchaser is the surviving entity in such transaction and such transaction would not have amaterial adverse effect on the Standby Purchaser and its Subsidiaries taken as a whole, it beingunderstood that if the Standby Purchaser is not the surviving entity, the Standby Purchaser shallbe required to comply with the requirements set forth in the previous paragraph; or     (B) any direct or indirect Subsidiary of the Standby Purchaser may merge orconsolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, anyperson (other than the Standby Purchaser or any of its Subsidiaries or Affiliates) in caseswhen such transaction would not have a material adverse effect on the Standby Purchaser andits Subsidiaries taken as a whole; or     (C) any direct or indirect Subsidiary of the Standby Purchaser may merge orconsolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, anydirect or indirect Subsidiary of the Standby Purchaser; or     (D) any direct or indirect Subsidiary of the Standby Purchaser may liquidate ordissolve if the Standby Purchaser determines in good faith that such liquidation ordissolution is in the best interests of the Standby Purchaser, and would not result in amaterial adverse effect on the Standby Purchaser and its Subsidiaries taken as a whole andif such liquidation or dissolution is part of a corporate reorganization of the StandbyPurchaser.          (h)Negative Pledge. So long as any Note remains outstanding, the Standby Purchaser will notcreate or permit any Lien, other than a Permitted Lien, on any of the Standby Purchaser’s assets tosecure (i) any of the Standby Purchaser’s Indebtedness or (ii) the Indebtedness of any otherperson, unless the Standby Purchaser contemporaneously creates or permits such Lien to secureequally and ratably the Standby Purchaser’s obligations under this Agreement or the StandbyPurchaser provides such other security for the Notes as is duly approved by the Trustee, at thedirection of the Noteholders, in accordance with the Indenture. In addition, the Standby Purchaserwill not allow any of the Standby Purchaser’s Subsidiaries to create or permit any Lien, other thana Permitted Lien, on any of the Standby Purchaser’s assets to secure (i) any of the StandbyPurchaser’s Indebtedness, (ii) any of its own Indebtedness or (iii) the Indebtedness of any otherperson, unless it contemporaneously creates or permits the Lien to secure equally and ratably theStandby Purchaser’s obligations under this Agreement or the Standby Purchaser or such Subsidiaryprovides such other security for the Notes as is duly approved by the Trustee, at the direction ofthe Noteholders, in accordance with the Indenture.          (i)Provision of Financial Statements and Reports. (i) The Standby Purchaser will provide tothe Trustee, in English or accompanied by a certified English translation thereof, (A) within 90calendar days after the end of each fiscal quarter (other than the fourth quarter), its unauditedand 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
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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 financialstatements delivered pursuant to Sections 10(p)(i)(A) and (B), an Officers’ Certificatestating that a review of the activities of the Standby Purchaser and the Issuer has beenmade during the period covered by such financial statements with a view to determiningwhether the Standby Purchaser and the Issuer have kept, observed, performed and fulfilledtheir covenants and agreements under this Agreement and the Indenture, as applicable, andthat no Default or Event of Default has occurred during such period or, if one or more haveactually occurred, specifying all such events and what actions have been taken and will betaken with respect to such Default or Event of Default.     (iii) The Standby Purchaser shall, whether or not it is required to file reports withthe 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 theExchange Act if it were subject to those regulations; *provided, however*, that if the SECdoes not permit the filing described in the first sentence of this Section 10(q)(iii), theStandby Purchaser will provide annual and interim reports and other information to theTrustee within the same time periods that would be applicable if the Standby Purchaser wererequired and permitted to file these reports with the SEC.          SECTION11. Amendments, etc. No amendment or waiver of any provision of this Agreement and noconsent to any departure by the Standby Purchaser therefrom shall in any event be effective unlessthe same shall be in writing and signed by the Trustee and the Standby Purchaser, and then suchwaiver or consent shall be effective only in the specific instance and for the specific purpose forwhich given.          SECTION12. Notices, Etc. (a) All notices and other communications provided for hereundershall be in writing (including telegraphic or telecopy) and mailed, telecopied or delivered byhand, if to the Standby Purchaser, addressed to it at Avenida República do Chile, 65, 20035-900 Riode Janeiro — RJ, Brazil, Telephone: (55-21) 3224-4477, Telecopier: (55-21) 3224-4278, Attention:Wilson de Oliveira Senna, Financings, Leasing and Corporate Loans Manager, if to the Trustee, at 4New York Plaza, 15th floor, New York, New York 10004, Telephone: (212) 623-5162,Telecopier: (212) 623-6207, Attention: Institutional Trust Services or, as to any party, at suchother address as shall be designated by such party in a written notice to each other party. Allsuch 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 ofany provision of this Agreement shall be effective as delivery of an original executed counterpartthereof.          (c) All payments made by the Standby Purchaser to the Trustee hereunder shall be made to thePayment Account (as defined in the Indenture), except to the extent otherwise specified in aPartial Non-Payment Notice or Total Non-Payment Notice.          SECTION 13. No Waiver; Remedies No failure on the part of the Trustee to exercise, and nodelay in exercising, any right hereunder shall operate as a waiver thereof; nor
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shall any single or partial exercise of any right hereunder preclude any other or further exercisethereof or the exercise of any other right. The remedies herein provided are cumulative and notexclusive of any remedies provided by law.          SECTION 14. Indemnification (a) Without limitation on any other obligations of the StandbyPurchaser or remedies of the Trustee under this Agreement, the Standby Purchaser shall, to thefullest extent permitted by law, indemnify, defend and save and hold harmless the Trustee and itsofficers, directors, employees, agents and advisors (each, an “Indemnified Party”) from andagainst, 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 orasserted or awarded against any Indemnified Party in connection with or as a result of any failureof any Purchase Obligation to be the legal, valid and binding obligations of the Standby Purchaserenforceable against it in accordance with their terms.          (b) The Standby Purchaser hereby also agrees that none of the Indemnified Parties shall haveany liability (whether direct or indirect, in contract, tort or otherwise) to the Standby Purchaseror any of its Affiliates or any of their respective officers, directors, employees, agents andadvisors, and the Standby Purchaser hereby agrees not to assert any claim against any IndemnifiedParty on any theory of liability, for special, indirect, consequential or punitive damages arisingout of or otherwise relating to the Transaction Documents or any of the transactions contemplatedby the Transaction Documents.          (c) Without prejudice to the survival of any of the other agreements of the Standby Purchaserunder this Agreement or any of the other Transaction Documents, the agreements and obligations ofthe Standby Purchaser contained in Sections 2 and 3 (with respect to the payment of all otheramounts owed under the Indenture), Section 9 and this Section 14 shall survive the payment in fullof the Purchase Obligations and all of the other amounts payable under this agreement.          SECTION 15. Subordination To the extent that the Standby Purchaser is required to make anypayment hereunder, the Standby Purchaser hereby subordinates any and all debts, liabilities andother obligations owed by the Issuer to the Standby Purchaser (the “Subordinated Obligations”) tothe Purchase Obligations and agrees that it shall not require the Issuer to make any payments inrespect thereof to the extent and in the manner hereinafter set forth in this Section 15:          (a) Prohibited Payments, Etc. Except during the continuance of a Default or Event of Default(including the commencement and continuation of any proceeding under any applicable bankruptcy,insolvency, receivership or similar law now or hereafter in effect relating to the Issuer (eachsuch law, a “Bankruptcy Law”)), the Standby Purchaser may receive any payments from the Issuer onaccount of the Subordinated Obligations. After the occurrence and during the continuance of anyDefault (including the commencement and continuation of any proceeding under any Bankruptcy Lawrelating to the Issuer), however, unless the Trustee otherwise agrees, the Standby Purchaser shallnot demand, accept or take any action to collect any payment on account of the SubordinatedObligations.
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          (b) Prior Payment of Purchase Obligations. In any proceeding under any Bankruptcy Law relatingto the Issuer, the Standby Purchaser agrees that the Trustee, on behalf of the Noteholders, shallbe entitled to receive payment in full in cash of all Purchase Obligations (including all interestand expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether ornot constituting an allowed claim in such proceeding (“Post Petition Interest”)) before the StandbyPurchaser receives payment of any Subordinated Obligations.          (c) Turn-Over. After the occurrence and during the continuance of any Default (including thecommencement 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 Trusteeand deliver such payments to the Trustee, on behalf of the Noteholders, on account of the PurchaseObligations (including all Post Petition Interest), together with any necessary endorsements orother instruments of transfer, but without reducing or affecting in any manner the liability of theStandby 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 toany of the Issuer, any Material Subsidiary thereof or any Material Subsidiary of the StandbyPurchaser), the Trustee, at the direction of the Noteholders or otherwise, is authorized andempowered (but without any obligation to so do), in its discretion, (i) in the name of the StandbyPurchaser, to collect and enforce, and to submit claims in respect of, Subordinated Obligations andto apply any amounts received thereon to the Purchase Obligations (including any and all PostPetition Interest), and (ii) to require the Standby Purchaser (A) to collect and enforce, and tosubmit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on suchobligations to the Trustee for application to the Purchase Obligations (including any and all PostPetition Interest).          SECTION 16. Continuing Agreement; Assignment of Rights Under the Indenture and the Notes ThisAgreement is a continuing Purchase Obligation and shall (a) remain in full force and effect untilthe later of (i) the repayment in full by the Issuer of all amounts due and owing under theIndenture with respect to the Notes and (ii) the repayment in full of all Purchase Obligations andall other amounts payable under this Agreement, (b) be binding upon the Standby Purchaser, itssuccessors and assigns and (c) inure to the benefit of and be enforceable by the Trustee, on behalfof Noteholders, and their successors, transferees and assigns. Without limiting the generality ofclause (c) of the immediately preceding sentence, any Noteholder may assign or otherwise transferall or any portion of its rights and obligations under the Indenture (including, withoutlimitation, the Note or Notes held by it) to any other person or entity (subject to the rights ofthe Standby Purchaser hereunder in respect of any Partial Non-Payment Amount With Interest or TotalNon-Payment Amount With Interest as provided herein), and such other person or entity shallthereupon become vested with all the benefits in respect thereof granted to such Noteholder hereinor otherwise, in each case as and to the extent provided in the Indenture. The Standby Purchasershall not have the right to assign its rights hereunder or any interest herein without the priorwritten 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:
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     (i) in the case of nonpayment by the Standby Purchaser of any amount due to theTrustee, on behalf of the Noteholders, under this Agreement any loss or damage incurred byany of them arising by reason of any variation between the rates of exchange used for thepurposes of calculating the amount due under a judgment or order in respect thereof andthose prevailing at the date of actual payment by the Standby Purchaser; and     (ii) any deficiency arising or resulting from any variation in rates of exchangebetween (a) the date as of which the local currency equivalent of the amounts due orcontingently due under this Agreement or in respect of the Notes is calculated for thepurposes of any bankruptcy, insolvency or liquidation of the Standby Purchaser, and (b) thefinal date for ascertaining the amount of claims in such bankruptcy, insolvency orliquidation. The amount of such deficiency shall be deemed not to be increased or reducedby any variation in rates of exchange occurring between the said final date and the date ofany bankruptcy, insolvency or liquidation or any distribution of assets in connectiontherewith.          (b) The Standby Purchaser agrees that, if a judgment or order given or made by any court forthe payment of any amount in respect of its Purchase Obligation hereunder is expressed in acurrency (the “Judgment Currency”) other than U.S. dollars (the “Denomination Currency”), it willindemnify the relevant holder against any deficiency arising or resulting from any variation inrates of exchange between the date at which the amount in the Denomination Currency is notionallyconverted into the amount in the Judgment Currency for the purposes of such judgment or order andthe date of actual payment thereof.          (c) The above indemnities shall constitute separate and independent obligations of the StandbyPurchaser from its obligations hereunder, will give rise to separate and independent causes ofaction, will apply irrespective of any indulgence granted from time to time and will continue infull force and effect notwithstanding any judgment or the filing of any proof or proofs in anybankruptcy, insolvency or liquidation of the Standby Purchaser for a liquidated sum or sums inrespect of amounts due under this Agreement, or under the Indenture or the Notes or under anyjudgment or order.          SECTION 18. Governing Law; Jurisdiction; Waiver of Immunity, Etc. (a) This Agreement shall begoverned by, and construed in accordance with, the laws of the State of New York.          (b) The Standby Purchaser hereby irrevocably and unconditionally submits, for itself and itsproperty, to the nonexclusive jurisdiction of any New York State court or federal court of theUnited States of America sitting in New York City, and any appellate court from any thereof, in anyaction or proceeding arising out of or relating to this Agreement or any of the other TransactionDocuments 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 respectof 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 finaljudgment in any such action or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided by law. Nothing in thisAgreement or any other Transaction Document shall affect any right that
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any party may otherwise have to bring any action or proceeding relating to this Agreement or anyother Transaction Document in the courts of any jurisdiction.          (c) The Standby Purchaser hereby irrevocably appoints and empowers the New York office ofPetróleo Brasileiro S.A., located at 570 Lexington Avenue, 43rd Floor, New York, New York 10022 asits authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and onbehalf of its property service of any and all legal process, summons, notices and documents whichmay be served in any such suit, action or proceedings in any New York State court or United Statesfederal court sitting in the State of New York in the Borough of Manhattan and any appellate courtfrom any thereof, which service may be made on such designee, appointee and agent in accordancewith legal procedures prescribed for such courts. The Standby Purchaser will take any and allaction necessary to continue such designation in full force and effect and to advise the Trustee ofany change of address of such Process Agent and should such Process Agent become unavailable forthis purpose for any reason, the Standby Purchaser will promptly and irrevocably designate a newProcess Agent within New York, New York, which will agree to act as such, with the powers and forthe purposes specified in this subsection (c). The Standby Purchaser irrevocably consents andagrees to the service and any and all legal process, summons, notices and documents out of any ofthe aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its addressset forth in Section 12 or to any other address of which it shall have given notice pursuant toSection 12 or to its Process Agent. Service upon the Standby Purchaser or the Process Agent asprovided for herein will, to the fullest extent permitted by law, constitute valid and effectivepersonal service upon it and the failure of the Process Agent to give any notice of such service tothe Standby Purchaser shall not impair or affect in any way the validity of such service or anyjudgment rendered in any action or proceeding based thereon.          (d) The Standby Purchaser irrevocably and unconditionally waives, to the fullest extent it maylegally and effectively do so, any objection that it may now or hereafter have to the laying ofvenue of any suit, action or proceeding arising out of or relating to this Agreement or any of theother Transaction Documents to which it is or is to be a party in any New York State or federalcourt. The Standby Purchaser hereby irrevocably waives, to the fullest extent permitted by law, thedefense of an inconvenient forum to the maintenance of such suit, action or proceeding in any suchcourt.          (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 ORRELATING TO ANY OF THE TRANSACTION DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY NOTEHOLDER IN THENEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.          (f) This Agreement and any other documents delivered pursuant hereto, and any actions takenhereunder, constitute commercial acts by the Standby Purchaser. The Standby Purchaser irrevocablyand unconditionally and to the fullest extent permitted by law, waives, and agrees not to plead orclaim, any immunity from jurisdiction of any court or from any legal process (whether throughservice of notice,attachment prior to judgment, attachment in aid of execution, execution or otherwise) foritself, the Issuer or any of their property, assets or
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revenues wherever located with respect to its obligations, liabilities or any other matter under orarising out of or in connection with this Agreement or any document delivered pursuant hereto, ineach case for the benefit of each assigns, it being intended that the foregoing waiver andagreement will be effective, irrevocable and not subject to withdrawal in any and alljurisdictions, and, without limiting the generality of the foregoing, agrees that the waivers setforth in this subsection (f) shall have the fullest scope permitted under the United States ForeignSovereign 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 consentwith respect hereto may be executed in any number of counterparts and by different parties theretoin separate counterparts, each of which when so executed shall be deemed to be an original and allof which taken together shall constitute one and the same agreement. Delivery of an executedcounterpart of a signature page to this Agreement by telecopier shall be effective as delivery ofan original executed counterpart of this Agreement.          SECTION 20. Pledge of Interests (a) The Standby Purchaser hereby pledges to the Trustee (forthe 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 PaymentAccount, (c) all interest, dividends, distributions, cash, instruments and other property from timeto time received, receivable or on deposit in the Payment Account, and (d) all proceeds of any ofthe foregoing (together, the “Collateral”). The Standby Purchaser agrees to take all such action asis required by applicable Law or as the Trustee may require, including delivering Opinions ofCounsel in form and substance acceptable to the Trustee, as to the grant and perfection of theforegoing security interests.          (b) The security interest granted in the Collateral, shall secure the payment of allobligations of the Standby Purchaser now or hereafter existing under the Transaction Documents,whether direct or indirect, absolute or contingent, and whether for principal, reimbursementobligations, interest, fees, premiums, penalties, indemnifications, contract causes of action,costs, expenses or otherwise. The Standby Purchaser represents and warrants that it has notheretofore pledged, conveyed, granted a lien on, or security interest in, or otherwise encumberedany of the Collateral in favor of any Person under U.S., Cayman, Brazilian or other Law.          SECTION 21. Entire Agreement This Agreement, together with the Indenture and the Notes, setsforth the entire agreement of the parties hereto with respect to the subject matter hereof.
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          IN WITNESS WHEREOF, the Standby Purchaser has caused this Agreement to be duly executed anddelivered by its officer thereunto duly authorized as of the date first above written.         PETRÓLEO BRASILEIRO S.A.—PETROBRAS         By: /s/ Thedore M. Helms     Name: Thedore M. Helms    Title: General Manager of PETROBRAS NY Office          WITNESSES:        1. /s/ Jo Dean Adams Name: Jo Dean Adams          2. /s/ Manuel Silva Name: Manuel Silva  
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       STATE OF NEW YORK  )      )  ss:COUNTY OF NEW YORK  )        On this 7th day of February, 2007, before me personally came Thedore M. Helms to meknown, who, being by me duly sworn, did depose and say that he is theAttorney in Fact of Petróleo BrasileiroS.A. — Petrobras, a corporation described in and which executed the foregoing instrumentand acknowledges said instrument to be the free act and deed of said entity.     On this 7th day of February, 2007, before me personally came Jo Dean Adams and Manuel Silva to me personally known, who beingby me sworn, did depose and say that they signed their names to the foregoing instrument aswitnesses.[Notarial Seal]       /s/ Lauren A. Roberts Notary Public    COMMISSION EXPIRES 2010  **LAUREN A. ROBERTS**