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                                                                Exhibit No. 2.26



                                                                  EXECUTION COPY

                              PREPAYMENT AGREEMENT

                                 by and between

                      PETROLEO BRASILEIRO S.A. - PETROBRAS

                                       and

                             PETROBRAS FINANCE LTD.

                          Dated as of December 21, 2001

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                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS, CONSTRUCTION..............................................................................     1
         Section 1.01      Definitions...........................................................................     1
         Section 1.02      Construction..........................................................................     9

ARTICLE II EXPORT PREPAYMENT.....................................................................................    10
         Section 2.01      Terms of Prepayment...................................................................    10
         Section 2.02      Export of Product.....................................................................    10
         Section 2.03      Taxes.................................................................................    12
         Section 2.04      Reimbursement.........................................................................    12

ARTICLE III NON-DELIVERY OF ELIGIBLE PRODUCTS....................................................................    12
         Section 3.01      Non-Delivery of Eligible Products; Liquidated Damages.................................    12

ARTICLE IV DEFAULT TERMINATION...................................................................................    13
         Section 4.01      Petrobras Defaults....................................................................    13
         Section 4.02      Termination Events....................................................................    15

ARTICLE V MISCELLANEOUS..........................................................................................    16
         Section 5.01      Rights Confined to Parties; Third Party Beneficiaries.................................    16
         Section 5.02      Amendment or Waiver: Remedies Cumulative..............................................    16
         Section 5.03      Binding Upon Assigns..................................................................    17
         Section 5.04      Waiver of Immunity; Submission to Jurisdiction; Agent.................................    17
         Section 5.05      Notices...............................................................................    18
         Section 5.06      Severability..........................................................................    20
         Section 5.07      Governing Law.........................................................................    20
         Section 5.08      Use of English Language...............................................................    20
         Section 5.09      Judgment Currency.....................................................................    20
         Section 5.10      Counterparts..........................................................................    20
         Section 5.11      Payments..............................................................................    20
         Section 5.12      Survival..............................................................................    21
         Section 5.13      No Petition...........................................................................    21
         Section 5.14      Limited Recourse......................................................................    21
</TABLE>

EXHIBIT A  -  Quarterly Delivery Requirement

ANNEX A    -  Definition of Bunker Fuel

ANNEX B    -  Definition of Fuel Oil

                                     - i -

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         PREPAYMENT AGREEMENT dated as of December 21, 2001 (this "AGREEMENT"),
between PETROLEO BRASILEIRO S.A. - PETROBRAS, a mixed capital company (sociedade
anonima de economia mista) organized and existing under the laws of Brazil
("PETROBRAS"), and PETROBRAS FINANCE LTD., an exempted company with limited
liability incorporated and existing under the laws of the Cayman Islands
("PETROBRAS FINANCE"). Unless the context otherwise requires, all defined terms
used herein shall have the meaning given thereto in Article I.

                                R E C I T A L S:

         WHEREAS, Petrobras exports for sale Eligible Products in the ordinary
course of its business and intends to sell certain Eligible Products to
Petrobras Finance, an indirect and wholly owned subsidiary of Petrobras,
pursuant to the Master Export Contract;

         WHEREAS, on the Closing Date, U.S. Bank, National Association, Cayman
Islands Branch, as Trustee (the "TRUSTEE") of the PF Export Receivables Master
Trust under the Trust Deed (as defined below) intends to issue $750,000,000
aggregate principal amount of Senior Trust Certificates and $150,000,000
principal amount of Junior Trust Certificates to Petrobras Finance in
consideration of the purchase by Trustee of certain receivables from Petrobras
Finance, which receivables are generated from the sale by Petrobras Finance to
certain Buyers of Eligible Products received from Petrobras under the Master
Export Contract and this Agreement;

         WHEREAS, Petrobras Finance intends to pay Petrobras, on the Closing
Date, an amount equal to $750,000,000 as an advance payment (the "PREPAYMENT
AMOUNT") for Eligible Products;

         WHEREAS, during each Quarterly Delivery Period described below,
Petrobras desires to export to Petrobras Finance and Petrobras Finance desires
to acquire from Petrobras, Eligible Products having a market value at the time
of delivery of no less than a specified amount; and

         WHEREAS, the parties hereto desire to enter into this pre-export
financing transaction with respect thereto;

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and promises herein contained and other consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE I

                            DEFINITIONS, CONSTRUCTION

         Section 1.01 Definitions. The following terms shall have the respective
meanings hereinafter specified; provided that capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such items in the
Amended and Restated Trust Deed, dated December 21, 2001 (the "TRUST DEED"), by
and among the Trustee, PIFCo, as Servicer and Citibank, N.A., as Registrar,
Paying Agent, Transfer Agent and Depositary Bank:

         "ADDITIONAL AMOUNTS" shall have the meaning set forth in Annex A of the
Trust Deed.

                              Prepayment Agreement

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                                       2

         "ADMINISTRATIVE SERVICES AGREEMENT" shall mean the Administrative
Services Agreement dated as of December 21, 2001, between Petrobras Finance and
Petrobras.

         "AGGREGATE HEDGED AMOUNT" shall have the meaning set forth in Annex A
of the Trust Deed.

         "APPLICABLE HEDGE FACTOR" shall have the meaning set forth in Annex A
of the Trust Deed.

         "BANKRUPTCY EVENT" shall mean the occurrence of any of the following
events:

                  (a)      Any Person or entity (including any receiver,
         manager, administrator, statutory manager, fiduciary or other similar
         official) is appointed, or any Person commences any action to appoint
         any of the same, which action is not acquiesced in or to or is not
         discharged or stayed within 30 days of its commencement, with respect
         to any of the whole or any material part of the undertaking, property,
         assets or revenues of such party (and, in the case of Petrobras, also
         any Material Subsidiary thereof);

                  (b)      Any Person who holds a Lien on any material part of
         the undertaking, property, assets or revenues of such party (and, in
         the case of Petrobras, also any Material Subsidiary thereof) shall take
         any action to enforce such interest, except the Trustee;

                  (c)      Such party (and, in the case of Petrobras, also any
         Material Subsidiary thereof) stops payment of, or is generally unable
         to pay, its debts as and when they become due or such party (and, in
         the case of Petrobras, also any Material Subsidiary thereof) ceases or
         threatens to cease to carry on its business except (i) a winding-up,
         dissolution or liquidation for the purpose of and followed by a
         consolidation, merger, conveyance or transfer (or in the case of
         Petrobras, a Material Subsidiary thereof, whereby the undertaking,
         business and assets of such Material Subsidiary are transferred to or
         otherwise vested in Petrobras) or the terms of which shall have been
         approved by a unanimous vote of the Controlling Party of each Series of
         the Senior Trust Certificates; or (ii) in respect of Petrobras, a
         voluntary winding-up, dissolution or liquidation of a Material
         Subsidiary where there are surplus assets in such Material Subsidiary,
         and such surplus assets are distributed to such party and/or any such
         Material Subsidiary thereof;

                  (d)      Proceedings are initiated against such party (and, in
         the case of Petrobras, also any Material Subsidiary thereof) under any
         applicable bankruptcy, reorganization, insolvency, moratorium or
         intervention law or law with similar effect (including a falencia or
         concordata under Brazilian law), or under any other law for the relief
         of, or relating to, debtors, and any such proceeding is not dismissed
         or stayed within 90 days after the initiation of such proceeding, or an
         administrator, receiver, trustee, intervener or assignee for the
         benefit of creditors (or other similar official) is appointed to take
         possession or control of part or all of the undertaking, property,
         revenues or assets of such party (and, in the case of Petrobras, also
         any Material Subsidiary thereof);

                  (e)      Such party (and, in the case of Petrobras, also any
         Material Subsidiary thereof) initiates or consents to proceedings
         relating to it under any applicable

                              Prepayment Agreement

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                                       3

         bankruptcy, reorganization, insolvency, moratorium or intervention law
         or law with similar effect, or under any other law for the relief of,
         or relating to, debtors, or makes or enters into a conveyance,
         assignment, arrangement or composition with or for the benefit of its
         creditors, or appoints or applies for the appointment of an
         administrator, receiver, trustee, intervener or assignee for the
         benefit of creditors (or other similar official) to take possession or
         control of the whole or any material part of its undertaking, property,
         revenues or assets, or takes any proceeding under any law for a
         readjustment or deferment of its indebtedness or any part of it; or

                  (f)      Either (i) an order is made or an effective
         resolution passed for the winding-up, dissolution or liquidation of
         such party (and, in the case of Petrobras, also any Material Subsidiary
         thereof) , including a judicial order declaring or granting a falencia
         or concordata under Brazilian law or (ii) such party (and, in the case
         of Petrobras, also any Material Subsidiary thereof) ceases or threatens
         to cease to carry on all or a material part of its businesses or
         operations (other than, in the case of both (i) and (ii) in the
         circumstances referred to as exceptions in paragraph (c) above).

         "BARRELS" shall have the meaning assigned to such term in Section 1.01
of the Master Export Contract.

         "BRAZIL" shall mean the Federative Republic of Brazil.

         "BUNKER FUEL" shall have the meaning set forth in Annex A.

         "BUSINESS DAY" shall mean a day that is not a day on which banking
institutions in New York City, New York or Rio de Janeiro, Brazil, as
applicable, are required or authorized by law to remain closed.

         "BUYERS" shall mean Specified Buyers and other buyers of Eligible
Products from Petrobras Finance or the U.S. Seller.

         "CAYMAN ISLANDS" shall mean the British Dependent Territory of the
Cayman Islands.

         "CERTIFICATE HOLDERS" shall mean, collectively, the Senior Certificate
Holders and Junior Certificate Holders.

         "CLOSING DATE" shall have the meaning set forth in Annex A of the Trust
Deed.

         "COMMERCIAL CONTRACTS" shall mean, collectively, the Receivables
Purchase Agreement, the Master Export Contract, this Agreement, the Offtake
Contract, the Product Sale Agreement, the Administrative Services Agreement, the
Servicing Agreement and the Notice and Consents (including any Trustee notices
delivered to the Specified Buyers).

         "CONTROLLING PARTY" shall have the meaning set forth in Annex A of the
Trust Deed.

         "CUT-OFF DATE" shall mean, with respect to a Payment Date, the fourth
Business Day prior to such Payment Date.

                              Prepayment Agreement

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                                       4

         "DELIVERY AND SALES AGENT" shall mean Petrobras, in its capacity as
delivery and sales agent under the Administrative Services Agreement.

         "DEPOSITARY AGREEMENT" shall have the meaning set forth in Annex A of
the Trust Deed.

         "DOLLARS" or "$" shall mean the lawful currency of the United States.

         "ELIGIBLE PRODUCTS" shall mean Heavy Fuel Oil and, in certain
circumstances and subject to certain limitations set forth in Section 2.06 of
the Master Export Contract, other oil products, including gasoline and crude
oil. No Sale of such other oil products shall be deemed to be made to Specified
Buyers until the Notice and Consent to which the relevant Specified Buyer is a
party has been executed or amended to include such other oil products as
Eligible Products thereunder in accordance with Section 2.02(d).

         "ENHANCER" shall have the meaning assigned to such term in Annex A of
the Trust Deed.

         "FINAL SCHEDULED PRINCIPAL PAYMENT DATE" shall have the meaning
assigned to such term in Annex A of the Trust Deed.

         "FINANCIAL GUARANTY INSURANCE POLICY" shall mean an insurance policy
providing a full financial guarantee of one or more Series of the Senior Trust
Certificates.

         "FUEL OIL" shall have the meaning set forth in Annex B.

         "HEAVY FUEL OIL" shall mean, collectively, Bunker Fuel and Fuel Oil.

         "INDEMNIFIED TAXES" shall mean all shortfalls, costs, expenses,
liabilities, obligations, losses, damages, penalties, actions, suits or claims
which may be imposed upon, incurred or suffered by Petrobras Finance, the Trust
or the Trustee or any Enhancer as the result of entering into the transactions
contemplated by the Transaction Documents or performing their various
obligations and enforcing their various rights thereunder, in each case, in
respect of any present or future Taxes assessed against Petrobras Finance, the
Trust, the Trustee or any Enhancer, including, in the case of the Trust and
Petrobras Finance only, income Taxes and branch profits Taxes.

         "JUNIOR CERTIFICATE HOLDERS" shall mean the holders of the Junior Trust
Certificates.

         "JUNIOR TRUST CERTIFICATES" shall mean the Junior Trust Certificates
representing the junior subordinated beneficial interests in the Trust that are
issued from time to time pursuant to the Trust Deed.

         "LIEN" shall have the meaning assigned to such term in the Master
Export Contract.

         "LIQUIDATED DAMAGES" shall have the meaning set forth in Section
3.01(a).

         "MARKET PRICE PER BARREL" shall have the meaning set forth in the
Offtake Contract.

                              Prepayment Agreement

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                                       5

         "MASTER EXPORT CONTRACT" shall mean the Master Export Contract dated as
of December 21, 2001 between Petrobras and Petrobras Finance pursuant to which
Petrobras agrees, among other things, to sell to Petrobras Finance Eligible
Products from time to time.

         "MATERIAL ADVERSE EFFECT" shall mean any event, circumstance,
occurrence or condition which has caused, as of any date of determination, a
material and adverse effect on (a) the business, assets or financial condition
of the Trustee, Petrobras Finance, the U.S. Seller, the Servicer or Petrobras,
as the case may be, (b) the ability of the Trustee, Petrobras Finance, the U.S.
Seller, the Servicer or Petrobras, as the case may be, to perform its material
obligations under the Transaction Documents to which such Person is a party, (c)
the validity or enforceability of any of the Transaction Documents or the
ability of the Senior Certificate Holders, the Enhancers, the Trustee or
Petrobras Finance to enforce any of their rights or remedies thereunder, (d) the
validity, priority or enforceability of the interests created or purportedly
created pursuant to the Senior Trust Certificate Documents or (e) the Generation
or collectibility of the Purchased Receivables, taken as a whole.

         "MATERIAL SUBSIDIARY" shall mean a subsidiary of Petrobras with total
assets of more than $100,000,000 (or its equivalent in another currency), as
reflected in the most recent consolidated financial statements of Petrobras.

         "MAXIMUM SCHEDULED SENIOR PAYMENT AMOUNT" shall mean as determined on
any Payment Date, the highest aggregate amount scheduled to be paid by the
Trustee in any Quarterly Delivery Period during the remaining term of any Series
of Senior Trust Certificates at the time outstanding, in respect of: (a)
interest on, and principal of, the Senior Trust Certificates (and any Additional
Amounts payable in respect of Taxes imposed on the payment thereof under
applicable law in effect at any date of determination); provided, however, that
for any Series of Senior Trust Certificates subject to a floating rate of
interest, for the purposes of this definition, the interest scheduled to be paid
by the Trustee in any such period shall be deemed to be the higher of (i) the
maximum rate of interest payable on such Series (to the extent such Series is
subject to a maximum cap on such rate of interest), (ii) the actual rate of
interest payable on such Series and (iii) 15% per annum; (b) premiums for any
Financial Guaranty Insurance Policy; and (c) scheduled administrative fees and
expenses payable by the Trustee in such Quarterly Delivery Period.

         "NET INVOICE AMOUNT" shall have the meaning set forth in the
Receivables Purchase Agreement.

         "NOTICE AND CONSENT" shall mean, with respect to each Specified Buyer,
the Notice and Consent among such Specified Buyer and Petrobras, Petrobras
Finance and the U.S. Seller, as applicable, and the Trustee, in substantially
the form of Annex A to the Receivables Purchase Agreement.

         "OFFTAKE CONTRACT" shall mean the agreement dated as of December 21,
2001 between Petrobras Finance and the Offtaker, and any other offtake
agreement, pursuant to which, in each case, Petrobras Finance will agree to
Sell, and an Offtaker will agree to buy, Eligible Products and, if applicable,
any additional hedging arrangements entered into in connection with such

                              Prepayment Agreement

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                                       6

other offtake contract; provided, however, that if a hedging arrangement is in a
form other than an offtake agreement, it must be in form and substance
satisfactory to the Enhancers.

         "OFFTAKER" shall mean Citibank, N.A. and any other offtaker that enters
into an Offtake Contract, which offtaker (including any counterparty entering
into hedging arrangements with respect to an Offtake Contract) is rated at least
A2 by Moody's and is rated at least A by S&P.

         "PAI" shall mean Petrobras America, Inc., a subsidiary of Petrobras
that is 99.99% indirectly owned by Petrobras and is formed under the laws of the
State of Delaware.

         "PAYMENT DATE" shall mean, with respect to each Series of Senior Trust
Certificates, each of March 1, June 1, September 1 and December 1, and with
respect to the payment of principal of, and the payment of interest on, the
Senior Trust Certificates, beginning on the respective dates set forth on each
Senior Trust Certificate on such Series.

         "PERFORMANCE GUARANTY" shall mean the guaranty by Petrobras of the
performance obligations of Petrobras Finance and PIFCo under the Transaction
Documents.

         "PERSON" (whether or not capitalized) means an individual, partnership,
a joint venture, a corporation, a trust, an unincorporated organization or a
government or any department or agency thereof.

         "PETROBRAS" shall have the meaning set forth in the introductory
paragraph.

         "PETROBRAS DEFAULT" shall have the meaning set forth in Section 4.01.

         "PETROBRAS FINANCE" shall have the meaning set forth in the
introductory paragraph.

         "PETROBRAS FINANCE DEFAULT" shall have the meaning assigned to such
term in Annex A of the Trust Deed.

         "PETROBRAS GUARANTEE" means an obligation of Petrobras or any Material
Subsidiary to pay the indebtedness of another Person including, without
limitation, (a) an obligation to pay or purchase such indebtedness, (b) an
obligation to lend money or to purchase or subscribe for shares or other
securities or to purchase assets or services in order to provide funds for the
payment of such indebtedness, (c) an indemnity against the consequences of a
default in the payment of such indebtedness or (d) any other agreement to be
responsible for such indebtedness.

         "PETROBRAS INDEBTEDNESS" means any obligation (whether present or
future, actual or contingent and including, without limitation, any guarantee)
of Petrobras or any Material Subsidiary for the payment or repayment of money
which has been borrowed or raised (including money raised by acceptances and all
leases which, under generally accepted accounting principles in the country of
incorporation of the relevant obligor, would constitute a capital lease
obligation).

                              Prepayment Agreement

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                                       7

         "PETROBRAS PARTY" shall mean, individually, any of Petrobras, Petrobras
Finance or PIFCo or any affiliate thereof (other than the U.S. Seller) and,
collectively, all of them.

         "PIFCo" shall mean Petrobras International Finance Company, a
wholly-owned subsidiary of Petrobras incorporated and existing under the law of
the Cayman Islands.

         "PREPAID OIL PRODUCTS" shall mean the volume of Eligible Products that
Petrobras is required to deliver to Petrobras Finance in scheduled quarterly
installments pursuant to the terms of this Agreement and as set forth in Column
(E) of Exhibit A.

         "PREPAYMENT AMOUNT" shall have the meaning set forth in the recitals
hereto.

         "PROCESS AGENT" shall have the meaning set forth in Section 5.04(c).

         "PRODUCT SALE AGREEMENT" shall mean the Product Sale Agreement dated as
of December 21, 2001, between Petrobras Finance and the U.S. Seller, pursuant to
which the U.S. Seller may from time to time purchase from Petrobras Finance the
Eligible Products intended for resale to Buyers primarily in the United States.

         "PURCHASED RECEIVABLES ACCOUNT" shall have the meaning set forth in
Annex A of the Trust Deed.

         "QUARTERLY DELIVERY PERIOD" shall mean (a) the period commencing on the
Closing Date and ending on the date immediately preceding the first Payment Date
and thereafter, (b) each period commencing on a Payment Date and ending on the
day immediately preceding the next following Payment Date.

         "QUARTERLY DELIVERY REQUIREMENT" shall have the meaning set forth in
Section 2.02(a), as further described in Section 3.01(b).

         "QUARTERLY EXPORT REQUIREMENT" shall mean Petrobras' obligation under
the Master Export Contact to export to Petrobras Finance in each Quarterly
Delivery Period an amount of Eligible Products that satisfies each of the
following requirements: (a) such amount includes at least 80% of the total
volume of Heavy Fuel Oil exported by Petrobras during such Quarterly Delivery
Period and (b) such amount has a minimum aggregate value (based upon the Net
Invoice Amount at which such Eligible Products are actually Sold by Petrobras
Finance) equal to, at least, the Maximum Scheduled Senior Payment Amount
multiplied by the Required Senior Coverage Ratio.

         "QUARTERLY SCHEDULED SENIOR PAYMENT AMOUNT" shall have the meaning set
forth in Annex A of the Trust Deed.

         "RECEIVABLES" shall have the meaning assigned to such term in the
Receivables Purchase Agreement.

         "RECEIVABLES PURCHASE AGREEMENT" shall mean the Receivables Purchase
Agreement dated December 21, 2001 between the Trustee, Petrobras and Petrobras
Finance.

                              Prepayment Agreement

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                                       8

         "REQUIRED SENIOR COVERAGE RATIO" shall mean, as at any calculation
date, the ratio of (a) the Applicable Hedge Factor at such calculation date to
(b) one (1).

         "ROF" shall have the meaning assigned to such term in Section 2.02(b).

         "RPA TERMINATION PRICE" has the meaning assigned to such term in
Section 1.01 of the Receivables Purchase Agreement.

         "SALE" shall mean the absolute and unconditional sale, assignment,
transfer or disposition (and not by way of charge or security), and "SELL" and
"SOLD" shall have correlative meanings and, when used with respect to
Receivables, shall have the meaning assigned to such term in the Receivables
Purchase Agreement.

         "SENIOR CERTIFICATE HOLDERS" shall mean the holders of the Senior Trust
Certificates.

         "SENIOR TRUST CERTIFICATE DOCUMENTS" shall mean, collectively, the
Senior Trust Certificates, the Trust Deed, the Trust Administration Agreement
(as defined in the Trust Deed), the Purchase Agreement (as defined in the Trust
Deed), the Financial Guaranty Insurance Policies, the Insurance and
Reimbursement Agreements (as defined in the Trust Deed), the Indemnification
Agreement (as defined in the Trust Deed), the Depositary Agreement, the Notice
and Consents and other related documents.

         "SENIOR TRUST CERTIFICATES" shall mean the senior trust certificates
representing senior beneficial interests in the Trust that are issued from time
to time pursuant to the Trust Deed.

         "SERIES" shall have the meaning assigned to such term in Annex A of the
Trust Deed.

         "SERVICER" shall mean PIFCo in such capacity under the Servicing
Agreement.

         "SERVICING AGREEMENT" shall mean the agreement dated as of December 21,
2001 among PIFCo, the Trustee, Petrobras and Petrobras Finance pursuant to which
PIFCo, as Servicer, will agree, among other things, to service, manage,
administer and collect the Receivables for the benefit of the Trustee and
Petrobras Finance.

         "SPECIFIED BUYERS" shall have the meaning assigned to such term in the
Master Export Contract.

         "TAX" or "TAXES" shall have the meaning set forth in Section 2.03.

         "TERMINATION EVENT" shall have the meaning set forth in Annex A of the
Trust Deed.

         "TERMINATION PAYMENT" shall mean a payment equal to (a) the aggregate
value of Prepaid Oil Products under this Agreement which have not theretofore
been delivered to Petrobras Finance (i) set forth in Column (C) of Exhibit A for
all Quarterly Delivery Periods and (ii) set forth in Columns (D-1) through (D-3)
of Exhibit A through the last day of the Quarterly Delivery Period in which such
Termination Payment is made, and (b) any indemnity or other amounts then due and
payable by Petrobras to Petrobras Finance under the Master Export

                              Prepayment Agreement

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                                       9

Contract and this Agreement and (without duplication) by Petrobras to the
Trustee in respect of the Performance Guaranty of the obligations of PIFCo and
Petrobras Finance; provided, that such payment in the aggregate shall not exceed
the RPA Termination Price to be paid by Petrobras Finance in the event that the
Receivables Purchase Agreement becomes subject to termination.

         "TRANSACTION DOCUMENTS" shall mean, collectively, the Commercial
Contracts and the Senior Trust Certificate Documents.

         "TRUST" shall mean the PF Export Receivables Master Trust, a trust
established and existing under the laws of the Cayman Islands and created by the
Trust Deed.

         "TRUST DEED" shall have the meaning set forth in this Section 1.01.

         "TRUSTEE" shall have the meaning set forth in the recitals.

         "UNITED STATES" shall mean the United States of America.

         "U.S. GAAP" shall mean generally accepted accounting principles in the
United States.

         "U.S. SELLER" shall mean initially PAI, and thereafter any trading
entity that assumes all of PAI's rights and obligations under (or enters into an
agreement with Petrobras Finance on substantially the same terms and conditions
as) the Product Sale Agreement in accordance with, and subject to the conditions
set forth in, the Trust Deed and which entity is (a) a direct or indirect
subsidiary of Petrobras that is at least 99% owned by Petrobras, (b) organized
and based in the United States and (c) solvent, and (d) engaged exclusively in
the business of marketing and selling petroleum-based products primarily
produced in Brazil, unless each of the Rating Agencies issues a Rating
Affirmation and each Enhancer with an outstanding Series of Senior Trust
Certificates consents (such consent not to be unreasonably withheld). For
purposes of this definition, the terms "Rating Agencies", "Rating Affirmation"
and "Enhancer" shall have the meaning given to such terms in Annex A of the
Trust Deed.

         Section 1.02 Construction.

         (a)      The words "hereof," "hereto," "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section, subsection, Schedule and Exhibit references are to this Agreement
unless otherwise specified.

         (b)      Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations made hereunder or in
any certificate or other document made or delivered pursuant hereto shall be
made, and all financial statements required to be delivered hereunder shall be
prepared, in accordance with U.S. GAAP (except as discussed in the notes to such
statements) applied on a basis consistent (except for changes concurred in by
the independent public accountants of the relevant person; provided that the
concurrence of such accountants shall not be required with respect to changes in
application reflected in unaudited interim financials) with the most recent
audited financial statements of such relevant person.

                              Prepayment Agreement

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                                       10

         (c)      The meanings given to terms used herein shall be equally
applicable to both the singular and plural forms of such terms.

         (d)      References in this Agreement to any statute, law, decree,
regulation or other applicable law shall be construed as a reference to such
statue, law, decree, regulation or other applicable law as re-enacted,
redesigned, amended or extended from time to time, except as otherwise provided
in this Agreement.

         (e)      References in this Agreement to any Transaction Document or
any other document or agreement shall be deemed to include reference to such
Transaction Document or such other document or agreement as amended, varied,
supplemented or replaced from time to time in accordance with the terms of such
Transaction Document, document or agreement and this Agreement and to include
any appendices, schedules, Exhibits, supplements, clarification letters, side
letters and disclosure letters executed in connection therewith.

         (f)      References to any Person or Persons shall be construed as a
reference to any successors or assigns of such Person or Persons to the extent
permitted under this Agreement and, in the case of any governmental authority,
any Person succeeding to its functions and capacities.

         (g)      The Table of Contents and the Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

         (h)      Any report, document, officer's certificate or any other
instrument delivered hereunder which does not conform to the requirements hereof
shall be deemed non-conforming and shall not relieve the person delivering such
non-conforming report, document, officer's certificate or instrument from its
obligations to deliver a conforming report, document, officer's certificate or
instrument.

                                   ARTICLE II

                                EXPORT PREPAYMENT

         Section 2.01 Terms of Prepayment. Subject to the terms and conditions
set forth herein, Petrobras Finance hereby agrees to pay to Petrobras on the
Closing Date the Prepayment Amount for future export and sales by Petrobras to
Petrobras Finance of Eligible Products under this Agreement. Petrobras agrees to
deliver Eligible Products to, or as directed by, Petrobras Finance or the
Delivery and Sales Agent in shipments as hereinafter provided over an initial
term equal to the term of the Senior Trust Certificates issued on the Closing
Date. Deliveries of Eligible Products shall be made from time to time during
each Quarterly Delivery Period and the amount of Eligible Products to be
delivered during each Quarterly Delivery Period shall be no less than the
Quarterly Delivery Requirement, as further described in Section 2.02 below.

         Section 2.02 Export of Product.

         (a)      Notwithstanding anything herein to the contrary, Petrobras
hereby agrees to pay the principal amount and the interest factor accrued
thereon as set forth in Exhibit A, by the

                              Prepayment Agreement

<PAGE>

                                       11

export and delivery to, or as directed by, Petrobras Finance during each
Quarterly Delivery Period commencing on the dates specified in Exhibit A, of
Eligible Products having a market value (as described in Section 3.01(b)) equal
to the amounts specified in Column (E) of Exhibit A (the "QUARTERLY DELIVERY
REQUIREMENT") for each such related Quarterly Delivery Period. Petrobras shall
satisfy such obligation during the first 60 days of each Quarterly Delivery
Period. Any payment in full of Liquidated Damages made in accordance with
Section 3.01(c) shall satisfy the obligations of Petrobras to satisfy the
Quarterly Delivery Requirement for the relevant Quarterly Delivery Period.

         (b)      It shall be a condition precedent to the payment of the
Prepayment Amount by Petrobras Finance that (i) all orders, licenses, consents,
authorizations, approvals, exemptions or notices of registration of or with any
federal, state, municipal or other foreign or domestic governmental department,
commission, board, bureau, agency or other foreign or domestic governmental,
administrative or judicial authority or regulatory body necessary in connection
with the execution, delivery and performance by Petrobras of this Agreement,
including without limitation, (A) the registration (Registro de Operacoes
Financeiras or "ROF") from the Central Bank of Brazil with respect to this
Agreement and the export prepayment transaction contemplated hereby, which ROF
shall be in full force and effect as of the Closing Date and (B) the export
registration, each of which shall have been obtained or given and (ii) any
filings, recordings, publications or registrations of any kind necessary in
connection with the execution, delivery and performance by Petrobras of this
Agreement shall have been made, provided, however, that prior registration with
the Central Bank of Brazil of Petrobras' payment obligations contained in the
Transaction Documents that are not covered by the ROF shall not be a condition
precedent to the payment of the Prepayment Amount. Petrobras shall obtain the
customary export licenses within SISCOMEX prior to each individual export of
goods.

         (c)      Any and all Eligible Products to be delivered by Petrobras
hereunder shall be delivered to Petrobras Finance in accordance with and subject
to the terms and conditions of the Master Export Contract (including, without
limitation, Article II thereof).

         (d)      No oil products other than Heavy Fuel Oil shall be deemed to
be Eligible Products except in accordance with the terms and conditions set
forth in Section 2.06 of the Master Export Contract. No Sale of such other oil
products shall be deemed to be made to Specified Buyers until the Notice and
Consent to which the relevant Specified Buyer is a party has been executed or
amended to include such other oil products as Eligible Products thereunder.

         (e)      Any Eligible Products delivered under this Agreement shall be
of Readily Marketable Quality (as defined in Section 2.03 of the Offtake
Contract).

         (f)      Subject to payment in full of the Prepayment Amount on the
Closing Date, none of the obligations of Petrobras under this Agreement
(including the obligation of Petrobras to deliver the Eligible Products) may be
suspended for any reason (including without limitation, as a result of an event
of force majeure or the breach by Petrobras Finance of any of its obligations
hereunder or under any other Transaction Document to which it is a party).

                              Prepayment Agreement

<PAGE>

                                       12

         Section 2.03 Taxes.

         (a)      Petrobras shall pay all amounts due to Petrobras Finance under
this Agreement, free and clear of all deduction of any present or future taxes,
duties, levies, imposts, assessments or other governmental charges (including
penalties, interest and other liabilities related thereto) of any nature imposed
by the United States, the Cayman Islands or Brazil or any other jurisdiction
from or through which payment is made, or any political subdivision of such
jurisdiction (collectively, "TAXES") (including, without limitation, Taxes
imposed on the income of Petrobras Finance by the jurisdiction under which
Petrobras Finance is incorporated and branch profits Taxes) assessed against
Petrobras Finance. In the event Petrobras is required to deduct or withhold any
Taxes, Petrobras hereby agrees to pay the required deductions contemplated in
the preceding sentence, including deductions applicable to the additional
amounts payable thereunder, so that Petrobras Finance shall receive an amount
equal to the sum it would have received had no such deductions been made.

         (b)      Petrobras shall indemnify Petrobras Finance against all
shortfalls, costs, expenses, liabilities, obligations, losses, damages,
penalties, actions, suits or claims which may be imposed upon, incurred or
suffered by Petrobras Finance in respect of any Taxes described in Section
2.03(a) above.

         Section 2.04 Reimbursement. Petrobras shall reimburse Petrobras Finance
and the Trustee, as the case may be, on demand for all reasonable and documented
fees and expenses incurred by Petrobras Finance in connection with the
enforcement of its rights under this Agreement and by the Trustee in connection
with the enforcement of its rights and benefits as a third party beneficiary
under this Agreement.

                                   ARTICLE III

                        NON-DELIVERY OF ELIGIBLE PRODUCTS

         Section 3.01 Non-Delivery of Eligible Products; Liquidated Damages.

         (a)      If Petrobras fails during any Quarterly Delivery Period, for
any reason whatsoever, to export to Petrobras Finance Eligible Products with a
value equal to the Quarterly Delivery Requirement for any such period pursuant
to Section 2.02 (including, without limitation, clause (a) thereof), Petrobras
shall pay to Petrobras Finance, prior to 12:00 p.m. one Business Day prior to
the Cut-Off Date immediately preceding the last day of such Quarterly Delivery
Period, liquidated damages (the "LIQUIDATED DAMAGES") equal to (i) the value of
the Quarterly Delivery Requirement for such Quarterly Delivery Period (as
specified in Column (E) of Exhibit A) minus (ii) the market value of Eligible
Products actually delivered during such Quarterly Delivery Period.

         (b)      The "market value" referred to in each of Section 2.02(a),
clause (ii) of Section 3.01(a) above and the definition of "Quarterly Delivery
Requirement" in Section 1.01 shall mean the sum of the aggregate Net Invoice
Amount of all Eligible Products Sold to Buyers other than the Offtaker plus the
aggregate Market Price per Barrel of all Eligible Products Sold to

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<PAGE>

                                       13

the Offtaker (regardless of whether the Market Price per Barrel was the basis
for the Net Invoice Amount).

         (c)      Petrobras Finance hereby irrevocably instructs Petrobras to
pay any and all Liquidated Damages into the Purchased Receivables Account.
Payment in full of the Liquidated Damages into the Purchased Receivables Account
shall satisfy the obligations of Petrobras to satisfy the Quarterly Delivery
Requirement for the relevant Quarterly Delivery Period. If the Trustee informs
Petrobras that such Purchased Receivables Account has ceased to exist or has
been replaced by another account, then Petrobras shall thereafter deposit any
Liquidated Damages into such other account as designated by the Trustee.

                                   ARTICLE IV

                               DEFAULT TERMINATION

         Section 4.01 Petrobras Defaults. The occurrence of any of the following
events shall constitute a "PETROBRAS DEFAULT":

                  (a)      The failure by Petrobras to export in any Quarterly
         Delivery Period an amount of Eligible Products at least equal to the
         Quarterly Delivery Requirement plus a minimum aggregate value (based
         upon the Net Invoice Amount at which such Eligible Products are
         actually sold by Petrobras Finance) equal to 0.2 times the Quarterly
         Scheduled Senior Payment Amount;

                  (b)      Any representation or warranty of Petrobras in any of
         the Transaction Documents to which it is a party (i) shall fail to be
         correct in any material respect as of the time when the same shall have
         been made, and (ii) such failure has a Material Adverse Effect;

                  (c)      The failure of Petrobras to pay any amount payable by
         it under any guarantee it provides pursuant to Section 4.01(w) of the
         Receivables Purchase Agreement and such amount is not paid within 5
         Business Days;

                  (d)      (i) The failure of Petrobras to perform, observe or
         comply with any term, covenant, agreement or obligation contained in
         any of the Transaction Documents to which it is a party (other than
         Petrobras' agreement to deliver the Quarterly Export Requirement, the
         failure of which shall not, in and of itself, constitute a Petrobras
         Default) or in any guarantee provided by Petrobras substantially in the
         form of Exhibit E to the Receivables Purchase Agreement as contemplated
         in Section 4.01(w) of the Receivables Purchase Agreement, (ii) such
         failure has a Material Adverse Effect and (iii) such failure (other
         than any failure as described in paragraph (a), (b) or (c) above) is
         either incapable of remedy or continues for a period of 60 days
         (inclusive of any time frame contained in any such term, covenant,
         agreement or obligation) after written notice of such failure has been
         given to Petrobras by the Trustee;

                  (e)      One or more final and non-appealable judgments or
         final decrees is or are entered against Petrobras involving at any time
         in the aggregate a liability (not paid or

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<PAGE>

                                       14

         fully covered by insurance) of US$50,000,000 (or its equivalent in
         another currency) or more, and any such judgments or decrees are not
         vacated, discharged or stayed within 120 days after the rendering
         thereof;

                  (f)      Any Bankruptcy Event of Petrobras shall occur and be
         continuing;

                  (g)      Any action, condition or thing (including the
         obtaining or effecting of any necessary consent, approval,
         authorization, exemption, filing, license, order, recording or
         registration) at any time required to be taken, fulfilled or done by
         Petrobras in order (i) to enable Petrobras lawfully to enter into,
         exercise its rights and perform and comply with its material
         obligations under the Transaction Documents to which it is a party,
         (ii) to ensure that those obligations are legally binding and
         enforceable or (iii) to make any of the Trust Deed, the Senior Trust
         Certificates or any of the other relevant Transaction Documents entered
         into in connection with the transactions described herein admissible in
         evidence in the courts of New York, Brazil and the Cayman Islands that
         is not taken, fulfilled or done within 10 days after notice thereof has
         been given to Petrobras by the Trustee, or once any such authorization
         or consent has been given, is removed, withdrawn, modified, withheld or
         otherwise fails to remain valid and subsisting in full force and
         effect, provided, however, that Petrobras shall be under no obligation
         to seek prior registration with the Central Bank of Brazil of the
         payment obligations contained in the Transaction Documents which are
         not covered by the ROF, and provided, further, that approval for such
         payment obligations with the Central Bank of Brazil shall only be
         required once enforcement thereof is sought by the Trustee;

                  (h)      (i) Any of the Transaction Documents entered into by
         Petrobras, or any material part thereof, shall cease to be in full
         force and effect or binding and enforceable against Petrobras, (ii) it
         becomes unlawful for Petrobras to perform any obligation under any of
         the foregoing Transaction Documents, or (iii) Petrobras shall contest
         the enforceability of, or deny that it has liability under, any of the
         foregoing Transaction Documents;

                  (i)      The failure of Petrobras to retain, (i) with respect
         to Petrobras Finance, 100%, and (ii) with respect to the U.S. Seller,
         at least 51%, direct or indirect ownership of the outstanding voting
         and economic interests in Petrobras Finance and the U.S. Seller,
         respectively;

                  (j)      The failure of Petrobras, during any rolling
         twelve-month period from and after the Closing Date until the Final
         Scheduled Principal Payment Date for each Series of outstanding Senior
         Trust Certificates, to export pursuant to the Master Export Contract a
         daily average of gross exports of at least 70,000 Barrels of Heavy Fuel
         Oil;

                  (k)      (i) The acceleration on any Petrobras Indebtedness,
         unless such acceleration is at the option of Petrobras or any Material
         Subsidiary thereof; (ii) Petrobras or any Material Subsidiary thereof
         fails to pay any Petrobras Indebtedness when due or, as the case may
         be, beyond any applicable grace period; or (iii) Petrobras or any
         Material Subsidiary thereof fails to pay when due any amount payable by
         it under any Petrobras

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<PAGE>

                                       15

         Guarantee for, or indemnity in respect of, the indebtedness of any
         other Person or entity; provided, however, that the aggregate amount of
         any such Petrobras Indebtedness falling within (i), (ii) and (iii)
         above (as to which the time for payment has not been extended by the
         relevant obligees) equals or exceeds U.S.$50,000,000 (or its equivalent
         in another currency);

                  (l)      The performance by any Petrobras Party of any of
         their respective obligations under any of the Transaction Documents is
         prohibited under the law of any jurisdiction in which such performance
         is required to take place, or any governmental authority of any such
         jurisdiction takes any action that prevents any Petrobras Party from
         carrying on all or a substantial portion of its business or operations
         so that such Petrobras Party will be unable to perform its respective
         obligations under the Transaction Documents and such action is not
         withdrawn, rescinded or reversed within 30 days;

                  (m)      Any governmental authority condemns, seizes, makes a
         compulsory purchase of or expropriates all or a substantial portion of
         the assets or business of Petrobras, such that Petrobras is no longer
         able to produce Heavy Fuel Oil for export;

                  (n)      For any rolling 12-month period from and after the
         Closing Date, less than 50% of Petrobras' aggregate sales of Bunker
         Fuel (both domestic and export), measured by volume, are exported from
         Brazil to Petrobras Finance and sold to Buyers (including Specified
         Buyers);

                  (o)      A moratorium is agreed or declared in respect of, or
         affecting all or any part of, Petrobras Indebtedness; or

                  (p)      Any event occurs that under the laws of any relevant
                  jurisdiction has substantially the same effect as any of the
                  events referred to in either sub-section (f) or (o).

         Section 4.02 Termination Events.

         (a)      If either (i) a Petrobras Default occurs and is continuing
and, as a result thereof, Controlling Parties representing at least 35% of the
aggregate principal amount of outstanding Senior Trust Certificates declare an
Acceleration Event or (ii) a Petrobras Finance Default has occurred and is
continuing then, in each case, the Controlling Parties representing at least 35%
of the aggregate principal amount of the outstanding Senior Trust Certificates
may instruct the Trustee to notify Petrobras Finance thereof, whereupon
Petrobras Finance shall notify Petrobras that this Agreement and the Master
Export Contract are subject to termination, provided that this Agreement and the
Master Export Contract shall be subject to termination automatically without any
further action by Petrobras Finance, the Trustee or any other Person upon the
occurrence of a Bankruptcy Event with respect to Petrobras (other than a
Bankruptcy Event solely with respect to a Material Subsidiary of Petrobras) or
Petrobras Finance, and provided further, however, that no termination of this
Agreement or the Master Export Contract shall be or become effective until such
time as the Termination Payment shall have been deposited into the Purchased
Receivables Account (or such replacement account therefore as the Trustee may
designate).

                              Prepayment Agreement

<PAGE>

                                       16

         (b)      In the event that this Agreement and the Master Export
Contract become subject to termination as provided in the preceding clause (a),
on the next succeeding Business Day Petrobras shall pay to Petrobras Finance the
Termination Payment directly into the Purchased Receivables Account. If the
Trustee informs Petrobras that such Purchased Receivables Account has been
replaced by another account, Petrobras shall deposit the Termination Payment
into such other account as designated by the Trustee.

         (c)      The right of Petrobras Finance to the payment of the
Termination Payment shall not be exclusive of any other right, power or remedy
referred to herein or now or hereinafter available to Petrobras Finance and the
Trustee at law, in equity, by statute or otherwise. Notwithstanding anything
herein to the contrary (including, without limitation, the first proviso in
Section 4.02(a) above), this Agreement and the Master Export Contract shall
remain in full force and effect until the payment in full by Petrobras of the
Termination Payment. Upon the payment in full of the Termination Payment, and
the payment in full of the principal of and interest on the Senior Trust
Certificates and all other amounts payable as provided in Section 9.11(d) of the
Trust Deed, this Agreement shall terminate.

                                    ARTICLE V

                                  MISCELLANEOUS

         Section 5.01 Rights Confined to Parties; Third Party Beneficiaries.

         (a)      Except as set forth in sub-section (b) below, nothing
expressed or implied herein is intended or shall be construed to confer upon or
to give to any Person, other than the parties hereto, any right, remedy or claim
under or by reason of this Agreement, and the terms, covenants, conditions,
promises and agreements contained herein shall be for the sole and exclusive
benefit of the parties hereto.

         (b)      The Trustee, on behalf of the Certificate Holders and the
Enhancers, is expressly hereby a third party beneficiary with respect to all
obligations of Petrobras and Petrobras Finance under this Agreement and the
Master Export Contract and shall be entitled to enforce the same.

         Section 5.02 Amendment or Waiver: Remedies Cumulative.

         (a)      No provision of this Agreement may be amended or waived
without the written consent of each of the parties hereto.

         (b)      No failure or delay on the part of any party hereto in
exercising any right, power or privilege hereunder or under any other document
delivered in connection therewith and no course of dealing between Petrobras and
Petrobras Finance shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
document delivered in connection herewith preclude any other or further exercise
thereof or the exercise of any right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein and in any of the other
documents delivered in connection herewith are cumulative and not exclusive of
any rights, powers or remedies which any party hereto would otherwise have. No
notice to or demand on any party hereto in any case shall entitle such party

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<PAGE>

                                       17

to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of such party to any other or further action
in any circumstances without notice or demand.

         Section 5.03 Binding Upon Assigns. The provisions of this Agreement
(including any amendments, modifications and waivers hereof properly adopted)
shall be binding upon and shall inure to the benefit of the parties hereto and
any third party beneficiaries, and each of their respective successors and
assigns. Neither party hereto shall be entitled to assign or transfer any of its
rights or obligations under this Agreement without the prior consent of the
other party hereto and the Trustee.

         Section 5.04 Waiver of Immunity; Submission to Jurisdiction; Agent.

         (a)      This Agreement, and any actions taken hereunder, constitute
commercial acts by the parties. Each party hereto hereby irrevocably and
unconditionally and to the fullest extent permitted by the laws of any
jurisdiction waives and agrees not to plead or claim any right to immunity from
jurisdiction, set-off, legal proceedings, attachment prior to judgment, other
attachment or execution of judgment on the grounds of sovereignty or otherwise
for itself or any of its property, assets or revenues wherever located with
respect to its obligations, liabilities or any other matter under or arising out
of or in connection with this Agreement or any other Transaction Document, in
each case for the benefit of any third party beneficiary hereunder and their
respective successors and assigns, it being intended that the foregoing waiver
and agreement shall be effective, irrevocable and not subject to withdrawal in
any and all jurisdictions.

         (b)      The parties hereto irrevocably agree that any legal action,
suit or proceeding brought by or against either of them with respect to any
matter under or arising out of or in any way connected with this Agreement or
any document delivered pursuant to this Agreement or for recognition or
enforcement of any judgment rendered in any such action, suit or proceeding may
be brought in the federal courts of the United States for the Southern District
of New York (and the courts of appeal thereto) and if such courts cannot or will
not hear such action, suit or proceeding, then in the courts of the County and
State of New York (and the courts of appeal thereto), and by execution and
delivery of this Agreement, the parties hereto hereby irrevocably accept and
submit to the non-exclusive jurisdiction of the aforesaid courts in person,
generally and unconditionally, with respect to any such action, suit or
proceeding for themselves and in respect of any of their property, assets and
revenues. In addition, the parties hereto hereby irrevocably and unconditionally
waive (i) all rights to a trial by jury and (ii) to the fullest extent permitted
by law, any objection which any of them may now or hereafter have to the laying
of venue of any of the aforesaid actions, suits or proceedings arising out of or
in connection with this Agreement, brought in any of the aforesaid courts, and
hereby further irrevocably and unconditionally waive and agree, to the fullest
extent permitted by law, not to plead or claim that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.

         (c)      Petrobras Finance hereby irrevocably designates, appoints and
empowers the New York office of Petrobras located at 570 Lexington Avenue, 43rd
Floor, New York, New York

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<PAGE>

                                       18

10022-6837, and its successors as its process agent and Petrobras hereby
irrevocably designates, appoints and empowers its New York office located at 570
Lexington Avenue, 43rd Floor, New York, New York 10022-6837, and its successors
as its process agent (each, a "PROCESS AGENT"), to receive, accept and
acknowledge for and on its behalf and on behalf of its property service of any
and all legal process, summons, notices and documents which may be served in any
such action, suit or proceeding in the courts of the County and State of New
York (and the courts of appeal thereto) or of the United States of America for
the Southern District of New York (and the courts of appeal thereto), which
service may be made on such designee, appointee and agent in accordance with
legal procedures prescribed for such courts. Each of Petrobras and Petrobras
Finance agrees to take any and all action necessary to continue such designation
in full force and effect; and should such Process Agent become unavailable for
this purpose for any reason, each of Petrobras and Petrobras Finance shall
forthwith irrevocably designate a new Process Agent with an office in New York,
New York, which shall agree to act as such, with the powers and for the purposes
specified in this subsection. Each of Petrobras and Petrobras Finance further
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents of any of the aforesaid courts in any such
action, suit or proceeding by hand delivery, to it at its address set forth in
Section 5.05(b) or to any other address of which it shall have given notice
pursuant to Section 5.05 or to its then Process Agent.

         Section 5.05 Notices.

         (a)      Except as otherwise expressly provided herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be in writing and shall become effective when received. Any written
notice shall either be mailed, certified or registered mail, return receipt
requested with proper postage for airmail prepaid, or by overnight delivery
service (providing for delivery receipts) or delivered by hand or sent in the
form of a tested telex or confirmed facsimile.

         (b)      All notices, requests, demands or other communications under
this Agreement shall be addressed as follows or as any of the parties to this
Agreement shall have specified to all other parties in writing:

                  To Petrobras Finance:
                  Petrobras Finance Ltd.
                  Attn: Lair Oliveira
                        Director
                        Room 302L
                  Avenida Republica do Chile, 65
                  20035 - 900
                  Rio de Janeiro - RJ, Brazil
                  Telephone: 011 55 21 2534 1450
                  Facsimile: 011 55 21 2534 4258

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<PAGE>

                                       19

                                 with a copy to:

                  To Petrobras:
                  Petroleo Brasileiro S.A. - Petrobras
                  Attn: Lair Oliveira
                        Manager - Long Term Finance
                        Room 302L
                  Avenida Republica do Chile, 65
                  20035 - 900
                  Rio de Janeiro - RJ, Brazil
                  Telephone: 011 55 21 2534 1450
                  Facsimile: 011 55 21 2534 4258

                  To the Trustee:
                  U.S. Bank, National Association, Cayman Islands Branch
                  c/o IBJ Whitehall Bank and Trust Company
                  P.O. Box 1040 GT
                  Grand Cayman, Cayman Islands
                  Telephone: (345) 949-2849
                  Facsimile: (345) 949-5409

                                 with a copy to:

                  U.S. Bank Trust National Association
                  100 Wall Street, Suite 1600
                  New York, New York 10005
                  Telephone: (212) 361-2501
                  Facsimile: (212) 809-5459

                  To the Servicer:
                  Petrobras International Finance Company
                  As Service to Petrobras Finance
                  Avenida Republica do Chile, 65
                  20035 - 900
                  Rio de Janeiro - RJ, Brazil
                  Attn: Mariangela Monteiro Tizatto
                        Deputy General Manager, Accounting
                        Room 301 M
                  Telephone: 011 55 21 2534 1450
                             011 55 21 2534 4258

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<PAGE>

                                       20

         Section 5.06 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 5.07 Governing Law. THE PROVISIONS OF THIS AGREEMENT, AND ALL
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

         Section 5.08 Use of English Language. All certificates, reports,
notices and other documents and communications given or delivered pursuant to
this Agreement shall be in the English language or accompanied by a certified
English translation.

         Section 5.09 Judgment Currency.

         (a)      If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder in Dollars into another currency, the
parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the party in question could purchase Dollars with such other
currency in New York City at 11:00 A.M. New York City time on the Business Day
preceding that on which final judgment is made.

         (b)      The obligation of either party in respect of any sum due from
it to the other shall, notwithstanding any judgment in a currency other than
Dollars, be discharged only to the extent that on the Business Day following
receipt by the recipient of any sum adjudged to be so due in such other currency
may in accordance with normal banking procedures purchase Dollars with such
other currency. If the Dollars so purchased are less than the sum originally due
to the recipient in Dollars, the parties agree, as a separate obligation and
notwithstanding any such payment or judgment, to indemnify the recipient against
such loss, and if the Dollars so purchased exceed the sum originally due to the
recipient in Dollars, the recipient agrees to remit to the other such excess.

         Section 5.10 Counterparts. This Agreement may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Agreement.

         Section 5.11 Payments. Any payment to be made to Petrobras Finance by
Petrobras hereunder shall be made in Dollars, in immediately available funds,
without deduction, set-off, counterclaims or condition whatsoever including,
without limitation, by reason of any Taxes, to the Purchased Receivables
Account.

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<PAGE>

                                       21

         Section 5.12 Survival. Notwithstanding anything to the contrary herein,
all obligations of Petrobras set forth in Sections 2.03, 2.04 and 5.11 shall
survive the termination of this Agreement.

         Section 5.13 No Petition. Petrobras shall not be entitled to take any
step for the winding-up of, or initiate proceedings against, Petrobras Finance
under any applicable bankruptcy, reorganization or insolvency laws or laws with
similar effect.

         Section 5.14 Limited Recourse. Petrobras hereby agrees that its only
recourse for the payment of any obligations owing to it by Petrobras Finance
hereunder or in connection with the Transaction Documents and the transactions
contemplated hereby and thereby, including but not limited to payments in
respect of any liability arising out of breaches of representations, warranties
and covenants given by Petrobras Finance, shall in all events be limited to
Receivables and any other monies and assets which are available to Petrobras
Finance. Petrobras further agrees that it shall not otherwise take or pursue any
judicial proceedings or other actions, or join with any Person in taking or
pursuing any such proceedings or actions, against Petrobras Finance or its
assets, or exercise any other right or remedy that it might otherwise have
against Petrobras Finance or its assets, other than in respect of Receivables,
for payment of any obligations referred to in the immediately preceding sentence
and that Petrobras Finance shall not otherwise be liable for such obligations
and any claim therefor shall be extinguished.

                              Prepayment Agreement

<PAGE>

                                       S-1

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.

                                            PETROBRAS FINANCE LTD.

                                            By:_________________________________
                                               Name:
                                               Title:

                                            PETROLEO BRASILEIRO S.A. - PETROBRAS

                                            By:_________________________________
                                               Name:
                                               Title:

                                            By:_________________________________
                                               Name:
                                               Title:

                              Prepayment Agreement

<PAGE>

                                       2

WITNESSES

1. By:________________________________
      Name:

2. By:________________________________
      Name:

                              Prepayment Agreement

<PAGE>

                                                                       EXHIBIT A
                                                     to the prepayment Agreement

<TABLE>
<CAPTION>
  (A)         (B)            (C)                  (D-1)                                 (D-2)
---------------------------------------------------------------------------------------------------------------------------
           ENDING DAY
QUARTERLY  PRECEDING      PRINCIPAL
DELIVERY    PAYMENT    AMORTIZATION ON
 PERIOD      DATE        ALL SERIES          FIXED INTEREST                     INTEREST ON SERIES A2
---------------------------------------------------------------------------------------------------------------------------
<S>        <C>         <C>              <C>  <C>               <C>  <C>                                                 <C>
---------------------------------------------------------------------------------------------------------------------------
    1      1-Mar-02               -     +       5,996,417      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
    2      1-Jun-02               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
    3      1-Sep-02               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
    4      1-Dec-02               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
    5      1-Mar-03               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
    6      1-Jun-03               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
    7      1-Sep-03               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
    8      1-Dec-03               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
    9      1-Mar-04               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
   10      1-Jun-04               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
   11      1-Sep-04               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
   12      1-Dec-04               -     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
   13      1-Mar-05      19,940,000     +       7,598,750      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------
   14      1-Jun-05      20,280,000     +       7,371,080      +    (Principal Outstanding on Series A2) * (L+2.05%)    +
---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
  (A)         (B)                          (D-3)                                            (E)
---------------------------------------------------------------------------------------------------------------
           ENDING DAY
QUARTERLY  PRECEDING
DELIVERY    PAYMENT
 PERIOD      DATE                    INTEREST ON SERIES C                        QUARTERLY DELIVERY REQUIREMENT
---------------------------------------------------------------------------------------------------------------
<S>        <C>         <C>                                                  <C>  <C>
---------------------------------------------------------------------------------------------------------------
    1      1-Mar-02    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
    2      1-Jun-02    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
    3      1-Sep-02    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
    4      1-Dec-02    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
    5      1-Mar-03    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
    6      1-Jun-03    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
    7      1-Sep-03    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
    8      1-Dec-03    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
    9      1-Mar-04    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
   10      1-Jun-04    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
   11      1-Sep-04    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
   12      1-Dec-04    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
   13      1-Mar-05    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
   14      1-Jun-05    (Principal Outstanding on Series C) * (L+2.10%)      =    Quarterly Delivery Requirement
---------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>        <C>              <C>          <C>        <C>         <C>  <C>                                                 <C>
----------------------------------------------------------------------------------------------------------------------------
15         1-Sep-05         20,590,000   +          7,139,563   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
16         1-Dec-05         20,930,000   +          6,904,584   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
17         1-Mar-06         21,270,000   +          6,665,761   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
18         1-Jun-06         21,620,000   +          6,423,091   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
19         1-Sep-06         21,960,000   +          6,176,386   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
20         1-Dec-06         22,320,000   +          5,925,834   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
21         1-Mar-07         22,670,000   +          5,671,051   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
22         1-Jun-07         23,040,000   +          5,412,425   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
23         1-Sep-07         23,380,000   +          5,149,569   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
24         1-Dec-07         23,770,000   +          4,882,674   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
25         1-Mar-08         24,160,000   +          4,611,358   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
26         1-Jun-08         24,540,000   +          4,335,616   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
27         1-Sep-08         24,960,000   +          4,055,454   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
28         1-Dec-08         25,350,000   +          3,770,679   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
29         1-Mar-09         25,750,000   +          3,481,479   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
30         1-Jun-09         26,160,000   +          3,187,666   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
31         1-Sep-09         26,580,000   +          2,889,046   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
32         1-Dec-09         27,010,000   +          2,585,619   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
33         1-Mar-10         27,460,000   +          2,277,384   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
34         1-Jun-10         27,900,000   +          1,963,959   +    (Principal Outstanding on Series A2) * (L+2.05%)    +
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>        <C>        <C>                                                 <C>  <C>
-------------------------------------------------------------------------------------------------------------
15         1-Sep-05   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
16         1-Dec-05   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
17         1-Mar-06   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
18         1-Jun-06   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
19         1-Sep-06   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
20         1-Dec-06   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
21         1-Mar-07   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
22         1-Jun-07   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
23         1-Sep-07   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
24         1-Dec-07   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
25         1-Mar-08   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
26         1-Jun-08   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
27         1-Sep-08   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
28         1-Dec-08   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
29         1-Mar-09   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
30         1-Jun-09   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
31         1-Sep-09   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
32         1-Dec-09   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
33         1-Mar-10   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
34         1-Jun-10   (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
-------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>        <C>         <C>               <C>    <C>              <C>   <C>                                                 <C>
------------------------------------------------------------------------------------------------------------------------------
35         1-Sep-10         28,340,000   +          1,645,535    +    (Principal Outstanding on Series A2) * (L+2.05%)     +
------------------------------------------------------------------------------------------------------------------------------
36         1-Dec-10         28,820,000   +          1,322,113    +    (Principal Outstanding on Series A2) * (L+2.05%)     +
------------------------------------------------------------------------------------------------------------------------------
37         1-Mar-11         21,680,000   +            993,496    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
38         1-Jun-11         22,030,000   +            753,286    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
39         1-Sep-11         22,390,000   +            509,060    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
40         1-Dec-11         22,770,000   +            261,009    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
41         1-Mar-12          9,720,000   +              8,750    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
42         1-Jun-12          9,890,000   +              8,750    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
43         1-Sep-12         10,040,000   +              8,750    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
44         1-Dec-12         10,200,000   +              8,750    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
45         1-Mar-13         10,370,000   +              8,750    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
46         1-Jun-13         10,540,000   +              8,750    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
47         1-Sep-13         10,700,000   +              8,750    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
48         1-Dec-13         10,870,000   +              8,750    +                           -                             +
------------------------------------------------------------------------------------------------------------------------------
           Total       $   750,000,000          $ 203,616,194                                -
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>        <C>         <C>                                                 <C>  <C>
--------------------------------------------------------------------------------------------------------------
35         1-Sep-10    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
36         1-Dec-10    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
37         1-Mar-11    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
38         1-Jun-11    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
39         1-Sep-11    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
40         1-Dec-11    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
41         1-Mar-12    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
42         1-Jun-12    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
43         1-Sep-12    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
44         1-Dec-12    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
45         1-Mar-13    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
46         1-Jun-13    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
47         1-Sep-13    (Principal Outstanding on Series C) * (L+2.10%)     =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
48         1-Dec-13                                                        =    Quarterly Delivery Requirement
--------------------------------------------------------------------------------------------------------------
           Total
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                         ANNEX A
                                                     to the Prepayment Agreement

                            Definition of Bunker Fuel

         "BUNKER FUEL" means marine fuels that are burned in the boilers or
engines of ships. Bunker Fuel is generally of two types:

         1. Intermediate Fuel Oil (IFO) or Marine Fuel (MF) - IFO or MF is a
blended oil with a viscosity between heavy fuel oil and cutter stock (middle
distillates) that is formulated to achieve a specific viscosity. IFOs are used
in ships' main engines and occasionally in auxiliary engines. The two most
common types of IFO are 380 cSt and 180 cSt.

         2. Marine Diesel Fuel (MDO) or Marine Gas Oil (MGO) - MDO or MGO is a
light distillate fuel frequently used in auxiliary engines and in the main
engines of military vessels.

         For the purpose of all Transaction Documents, an "EXPORT" of Bunker
Fuel shall include any sale of Bunker Fuel in Brazil to ships owned by
non-Brazilian companies.

<PAGE>

                                                                         ANNEX B
                                                     to the Prepayment Agreement

                             Definition of Fuel Oil

         "FUEL OIL" means fuel oil that originates from residual fractions of
distillation units at the refinery and from other processes such as
deasphalting.