Exhibit 2.41**STANDBY PURCHASE AGREEMENT**Dated as of October 6, 2006BetweenPETRÓLEO BRASILEIRO S.A.—PETROBRAS,as Standby Purchaser,andTHE BANK OF NEW YORK, asTrustee for the NoteholdersReferred to Herein
 

 
**Table of Contents**       **Page**SECTION 1. Definitions  2      SECTION 2. Partial Purchase Obligation  11      SECTION 3. Total Purchase Obligation  12      SECTION 4. Obligations Absolute  13      SECTION 5. Independent Obligation  15      SECTION 6. Waivers and Acknowledgments  15      SECTION 7. Claims Against the Issuer  16      SECTION 8. Payments Free and Clear of Taxes, Etc.  17      SECTION 9. Representations and Warranties  18      SECTION 10. Covenants  29      SECTION 11. Amendments, Etc.  32      SECTION 12. Notices, Etc.  32      SECTION 13. No Waiver; Remedies  33      SECTION 14. Indemnification  33      SECTION 15. Subordination  34      SECTION 16. Continuing Agreement; Assignment of Rights Under the Indenture and the Notes  35      SECTION 17. Currency Rate Indemnity  35      SECTION 18. Governing Law; Jurisdiction; Waiver of Immunity, Etc.  36      SECTION 19. Execution in Counterparts  37      SECTION 20. Pledge of Interests  37      SECTION 21. Entire Agreement  38 *Standby Purchase Agreement*
 

 
**STANDBY PURCHASE AGREEMENT**          STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of October 6, 2006, betweenPETRÓLEO BRASILEIRO S.A.—PETROBRAS (the “Standby Purchaser”), a *sociedade do economia mista*organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), andTHE BANK OF NEW YORK, a New York banking corporation, as successor to JPMORGAN CHASE BANK, N.A., astrustee for the holders of the Notes (as defined below) issued pursuant to the Indenture (asdefined below) (the “Trustee”).WITNESSETH:          WHEREAS, Petrobras International Finance Company, a Cayman Islands limited company and awholly-owned Subsidiary of the Standby Purchaser (the “Issuer”), has entered into anIndenture dated as of July 19, 2002 (the “Original Indenture”) with the Trustee, assupplemented by the Fifth Supplemental Indenture among the Issuer, the Standby Purchaser and theTrustee dated as of October 6, 2006 (the “Fifth Supplemental Indenture”). The OriginalIndenture, as supplemented by the Fifth Supplemental Indenture, and as amended or supplemented fromtime to time with respect to the Notes, is hereinafter referred to as the “Indenture.”          WHEREAS, the Issuer has duly authorized the issuance of its notes in such principal amount oramounts as may from time to time be authorized in accordance with the Indenture and is, on the datehereof, issuing U.S.$500,000,000 of its 6.125% Global Notes due 2016 under the Indenture (the“Notes”);          WHEREAS, the Standby Purchaser is willing to enter into this Agreement in order to provide theholders of the Notes (the “Noteholders”) with assurances that, if the Issuer shall fail tomake all required payments of principal, interest or other amounts due in respect of the Notes andthe Indenture, the Standby Purchaser will be obligated, without any action on the part of theNoteholders, to immediately purchase the rights of the Noteholders to receive such amounts inconsideration of the payment by the Standby Purchaser of an amount of funds equal to the amountsthen owed by the Issuer under the Indenture and the Notes, subject to the provisions hereof;          WHEREAS, the Standby Purchaser agrees that it will derive substantial direct and indirectbenefits from the issuance of the Notes by the Issuer;          WHEREAS, although the following shall not in any way be a condition to the obligations of theStandby Purchaser hereunder, the Standby Purchaser intends (but is not obligated hereunder) toenter into and maintain at all times during the term of this Agreement arrangements for the importof oil and petroleum products with the Issuer under which payments for such products are expectedto be (i) in an aggregate amount at least equal to the total amount owed by the Issuer under theIndenture and the Notes (including any accrued and unpaid interest and any other amounts requiredto be paid thereunder), (ii) made through the Braziliancommercial rate exchange market regulated by *Banco Central do Brasil*and (iii) applied tooff-
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set (or be used to otherwise liquidate) any amounts required to be paid by the StandbyPurchaser under this Agreement in respect of any obligation owed by the Issuer under the Indentureand the Notes;          WHEREAS, it is a condition precedent to the issuance of the Notes that the Standby Purchasershall have executed this Agreement.          NOW, THEREFORE, the Standby Purchaser and the Trustee hereby agree as follows:          SECTION 1. Definitions. (a) As used herein the following capitalized terms shall have thefollowing meanings:          “Affiliate,” with respect to any Person, means any other Person that, directly orindirectly, controls, is controlled by or is under common control with such Person; it beingunderstood that for purposes of this definition, the term “*control*” (including the terms“*controlling*,” “*controlled by*” and “*under common control with*”) of a Person shall mean thepossession, direct or indirect, of the power to vote 25% or more of the equity or similar votinginterests of such Person or to direct or cause the direction of the management and policies of suchPerson, whether through the ownership of voting securities, by contract or otherwise.          “Agreement” has the meaning set forth in the preamble to this Agreement.          “Authorized Representative” of the Standby Purchaser or any other Person means theperson or persons authorized to act on behalf of such entity by its chief executive officer,president, chief operating officer, chief financial officer or any vice president or its Board ofDirectors or any other governing body of such entity.          “Bankruptcy Law” has the meaning specified in Section 15(a).          “Base Prospectus” has the meaning set forth in the definition of RegistrationStatement herein.          “Board of Directors”, when used with respect to a corporation, means either the boardof directors of such corporation or any committee of that board duly authorized to act for it, andwhen used with respect to a limited liability company, partnership or other entity other than acorporation, any Person or body authorized by the organizational documents or by the voting equityowners of such entity to act for them.          “Brazil” has the meaning set forth in the preamble to this Agreement.          “Business Day” means any day except a Saturday, a Sunday or a legal holiday or a dayon which banking institutions (including, without limitation, the members of the Federal ReserveSystem) are authorized or required by law, regulation orexecutive order to close in The City of New York, the Issuer’s jurisdiction of incorporationor Brazil.          “Closing Date” means October 6, 2006.
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          “Companies” means the Issuer and the Standby Purchaser.          “Default” has the meaning set forth in the Indenture.          “Default Rate” has the meaning specified in the Indenture.          “Denomination Currency” has the meaning specified in Section 17(b).          “Environmental Laws” means all applicable federal, state and local statutes, rules,regulations, ordinances, orders, decrees and common law, including any of the foregoing in anyforeign jurisdiction, relating in any manner to contamination, pollution or protection of humanhealth or the environment.          “Event of Default” has the meaning specified in the Indenture.          “Exchange Act” means the Securities Exchange Act of 1934, as amended.          “Final Offering Document” has the meaning specified in Section 9(c).          “Fifth Supplemental Indenture” has the meaning set forth in the preamble to thisAgreement.          “Governmental Authority” shall mean any regulatory, administrative or other legalbody, any court, tribunal or authority or any public legal entity or public agency of the CaymanIslands, Brazil, the United States of America or any other jurisdictions whether created byfederal, provincial or local government, or any other legal entity now existing or hereaftercreated, or now or hereafter controlled, directly or indirectly, by any public legal entity orpublic agency of any of the foregoing.          “Guarantee” means an obligation of a person to pay the Indebtedness of another Personincluding without limitation:     (i) an obligation to pay or purchase such Indebtedness;     (ii) an obligation to lend money or to purchase or subscribe for shares or othersecurities or to purchase assets or services in order to provide funds for the payment ofsuch Indebtedness;     (iii) an indemnity against the consequences of a default in the payment of suchIndebtedness; or     (iv) any other agreement to be responsible for such Indebtedness.          “Indebtedness” means any obligation (whether present or future, actual or contingentand including, without limitation, any Guarantee) for the payment or repayment of money which hasbeen borrowed or raised (including money raised by acceptances and all leases which, undergenerally accepted accounting principles in the country of incorporation of the relevant obligor,would constitute a capital lease obligation).
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          “Indemnified Party” has the meaning specified in Section 14.          “Indemnified Taxes” means any and all present or future taxes, levies, imposts,deductions, charges or withholdings of any nature imposed by Brazil, the jurisdiction ofincorporation of the Issuer (or any successor), Luxembourg or any other jurisdiction in which theIssuer appoints a paying agent under the Indenture or any political subdivision of suchjurisdictions.          “Indenture” has the meaning specified in the preamble to this Agreement.          “Issuer” has the meaning set forth in the preamble to this Agreement.          “Judgment Currency” has the meaning specified in Section 17(b).          “Law” means any constitutional provision, law, statute, rule, regulation, ordinance,treaty, order, decree, judgment, decision, certificate, holding, injunction, enforceable at law orin equity, along with the interpretation and administration thereof by any Governmental Authoritycharged with the interpretation or administration thereof.          “Lien” means any mortgage, pledge, lien, hypothecation, security interest or othercharge or encumbrance on any property or asset, including, without limitation, any equivalentcreated or arising under applicable Law.          “Material Adverse Effect” means a material adverse effect on (a) the business,operations, assets, property, condition (financial or otherwise) or results of operation of theStandby Purchaser together with its consolidated Subsidiaries taken as a whole, (b) the validity orenforceability of this Agreement or any other Transaction Document or (c) the ability of theStandby Purchaser to perform its obligations under this Agreement or any other TransactionDocument, or (d) the material rights or benefits available to the Noteholders or the Trustee, asrepresentative of the Noteholders under the Indenture, this Agreement or any of the otherTransaction Documents.          “Material Subsidiary” means, as to any Person, any Subsidiary of such Person which, onany given date of determination, accounts for more than 15% of Petrobras’ total consolidatedassets, as such total assets are set forth on the most recent consolidated financial statements ofPetrobras prepared in accordance with U.S. GAAP (or if Petrobras does not prepare financialstatements in U.S. GAAP, consolidated financial statements prepared in accordance with Braziliangenerally accepted accounting principles).          “Noteholders” has the meaning specified in the preamble of this Agreement.          “Notes” has the meaning specified in the preamble of this Agreement.          “Offering Documents” has the meaning specified in Section 9(a).          “Officer’s Certificate” means a certificate of an Authorized Representative of theStandby Purchaser containing, in respect of each certificate furnished with respect to a particularcondition, covenant or provision of this Agreement:
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     (i) a statement that an Authorized Representative of the Standby Purchaser has readsuch covenant, condition or provision;     (ii) a brief statement as to the nature and scope of the examination or investigationupon which the statements or opinions contained in such certificate or opinion are based;     (iii) a statement that, in the opinion of each such individual, such examination orinvestigation has been made as is necessary to enable such individual to express an informedopinion as to whether or not such covenant, condition or provision has been complied with;and     (iv) a statement as to whether, in the opinion of each such individual, such condition,covenant or provision has been complied with.          “Opinion of Counsel” means a written opinion of counsel from any Person eitherexpressly referred to herein or otherwise reasonably satisfactory to the Trustee which may include,without limitation, counsel for the Standby Purchaser, whether or not such counsel is an employeeof the Standby Purchaser, which opinion contains:     (i) a statement that each individual signing such opinion has read such covenant,condition or provision;     (ii) a brief statement as to the nature and scope of the examination or investigationupon which the statements or opinions contained in such opinion are based;     (iii) a statement that, in the opinion of each such individual, such examination orinvestigation has been made as is necessary to enable such individual to express aninformed opinion as to whether or not such covenant, condition or provision has beencomplied with; and     (iv) a statement as to whether, in the opinion of each such individual, such condition,covenant or provision has been complied with.          “Original Indenture” has the meaning set forth in the preamble to this Agreement.          “Other Taxes” means any present or future stamp, documentary, excise, property orsimilar taxes, charges or levies imposed by Brazil, the jurisdiction of the Issuer, Luxembourg orany other jurisdiction in which the Issuer appoints a paying agent under the Indenture or anypolitical subdivision of such jurisdictions that arise from any payment made hereunder, under theNotes or under the Transaction Documents or from the execution, delivery or registration of,performance under, or otherwise with respect to, this Agreement or any of the other TransactionDocuments.          “Partial Non-Payment Amount” has the meaning specified in Section 2(a).          “Partial Non-Payment Amount With Interest” has the meaning specified in Section 2(a).
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          “Partial Non-Payment Due Date” has the meaning specified in Section 2(a).          “Partial Non-Payment Overdue Interest” has the meaning specified in Section 2(a).          “Partial Non-Payment Notice” has the meaning specified in Section 2(a).          “Payment Account” has the meaning set forth in the Indenture.          “Payment Date” has the meaning set forth in the Indenture.          “Permitted Free Writing Prospectus” has the meaning set forth in the preamble to theUnderwriting Agreement among the Companies, Morgan Stanley & Co. Incorporated and UBS SecuritiesLLC, dated September 29, 2006 related to the offering of the Notes.          “Permitted Lien” means a:     (i) Lien granted in respect of Indebtedness owed to the Brazilian government, *BancoNacional de Desenvolvimento Econômico e Social*or any official government agency ordepartment of Brazil or of any state or region thereof;     (ii) Lien arising by operation of law, such as merchants’, maritime or other similarLiens arising in the Standby Purchaser’s ordinary course of business or that of anySubsidiary or Lien in respect of taxes, assessments or other governmental charges thatare not yet delinquent or that are being contested in good faith by appropriate proceedings;     (iii) Lien arising from the Standby Purchaser’s obligations under performance bonds orsurety bonds and appeal bonds or similar obligations incurred in the ordinary course ofbusiness and consistent with the Standby Purchaser’s past practice;     (iv) Lien arising in the ordinary course of business in connection with Indebtednessmaturing not more than one year after the date on which such Indebtedness was originallyincurred and which is related to the financing of export, import or other tradetransactions;     (v) Lien granted upon or with respect to any assets hereafter acquired by the StandbyPurchaser or any Subsidiary to secure the acquisition costs of such assets or to secureIndebtedness incurred solely for the purpose of financing the acquisition of such assets,including any Lien existing at the time of the acquisition of such assets as long as themaximum amount so secured shall not exceed the aggregate acquisition costs of all suchassets or the aggregate Indebtedness incurred solely for the acquisition of such assets, asthe case may be;     (vi) Lien granted in connection with the Indebtedness of a Wholly-Owned Subsidiaryowing to the Standby Purchaser or another Wholly-Owned Subsidiary;
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     (vii) Lien existing on any asset or on any stock of any Subsidiary prior to theacquisition thereof by the Standby Purchaser or any Subsidiary as long as such Lien is notcreated in anticipation of such acquisition;     (viii) Lien over any Qualifying Asset relating to a project financed by, and securingIndebtedness incurred in connection with, the Project Financing of such project by theStandby Purchaser, any of the Standby Purchaser’s Subsidiaries or any consortium or otherventure in which the Standby Purchaser or any Subsidiary has any ownership or other similarinterest;     (ix) Lien existing as of the date of the Indenture;     (x) Lien resulting from the Transaction Documents;     (xi) Lien incurred in connection with the issuance of debt or similar securities of atype comparable to those already issued by the Issuer, on amounts of cash or cashequivalents on deposit in any reserve or similar account to pay interest on such securitiesfor a period of up to 24 months as required by any Rating Agency as a condition to suchRating Agency rating such securities investment grade or as is otherwise consistent withmarket conditions at such time, as such conditions are satisfactorily demonstrated to theTrustee;     (xii) Lien granted or incurred to secure any extension, renewal, refinancing,refunding or exchange (or successive extensions, renewals, refinancings, refundings orexchanges), in whole or in part, of or for any Indebtedness secured by a Lien referred toin paragraphs (i) through (xi) above (but not paragraph (iv)), provided that such Liendoes not extend to any other property, the principal amount of the Indebtedness secured bysuch Lien is not increased, and in the case of paragraphs (i), (ii), (iii) and (vi), theobligees meet the requirements of such paragraphs and in the case of paragraph (viii), theIndebtedness is incurred in connection with a Project Financing by the Standby Purchaser,any of the Standby Purchaser’s Subsidiaries or any consortium or other venture in which theStandby Purchaser or any Subsidiary have any ownership or other similar interests; and     (xiii) Lien in respect of Indebtedness the principal amount of which in the aggregate,together with all Liens not otherwise qualifying as the Standby Purchaser’s Permitted Lienspursuant to clauses (i) through (xii) of this definition, does not exceed 15% of the StandbyPurchaser’s consolidated total assets (as determined in accordance with U.S. GAAP) at anydate as at which the Standby Purchaser’s balance sheet is prepared and published inaccordance with applicable Law.          “Person” means any individual, partnership, corporation (including a business trust),limited liability company, joint stock company, trust, unincorporated association, joint venture orother entity, or a government or any political subdivision or agency thereof.          “Post Petition Interest” has the meaning specified in Section 15(b).
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          “Pre-Pricing Prospectus” means each preliminary prospectus supplement, in the form sofurnished to the Underwriters, including the Base Prospectus, and the documents incorporated byreference therein.          “Process Agent” has the meaning specified in Section 18(c).          “Project Financing” of any project means the incurrence of Indebtedness relating tothe exploration, development, expansion, renovation, upgrade or other modification or constructionof such project pursuant to which the providers of such Indebtedness or any trustee or otherintermediary on their behalf or beneficiaries designated by any such provider, trustee or otherintermediary are granted security over one or more Qualifying Assets relating to such project forrepayment of principal, premium and interest or any other amount in respect of such Indebtedness.          “Purchase Obligations” has the meaning specified in Section 4.          “Prospectus Supplement” has the meaning specified in Section 9(c).          “Qualifying Asset” in relation to any Project Financing means:     (i) any concession, authorization or other legal right granted by any GovernmentalAuthority to the Standby Purchaser or any of the Standby Purchaser’s Subsidiaries, or anyconsortium or other venture in which the Standby Purchaser or any Subsidiary has anyownership or other similar interest;     (ii) any drilling or other rig, any drilling or production platform, pipeline, marinevessel, vehicle or other equipment or any refinery, oil or gas field, processing plant, realproperty (whether leased or owned), right of way or plant or other fixtures or equipment;     (iii) any revenues or claims which arise from the operation, failure to meetspecifications, failure to complete, exploitation, sale, loss or damage to, such concession,authorization or other legal right or such drilling or other rig, drilling or productionplatform, pipeline, marine vessel, vehicle or other equipment or refinery, oil or gas field,processing plant, real property, right of way, plant or other fixtures or equipment or anycontract or agreement relating to any of the foregoing or the Project Financing of any ofthe foregoing (including insurance policies, credit support arrangements and other similarcontracts) or any rights under any performance bond, letter of credit or similar instrumentissued in connection therewith;     (iv) any oil, gas, petrochemical or other hydrocarbon-based products produced orprocessed by such project, including any receivables or contract rights arising therefrom orrelating thereto and any such product (and such receivables or contract rights) produced orprocessed by other projects, fields or assets to which the lenders providing the ProjectFinancing required, as a condition therefor, recourse as security in addition to thatproduced or processed by such project; and
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     (v) shares or other ownership interest in, and any subordinated debt rights owing tothe Standby Purchaser by, a special purpose company formed solely for the development of aproject, and whose principal assets and business are constituted by such project and whoseliabilities solely relate to such project.          “Rating Agency” means a Nationally Recognized Statistical Rating Organization asdesignated by the SEC Division of Market Regulation.          “Registration Statement” means the registration statement on Form F-3 under theSecurities Act, initially dated August 30, 2004 and as amended on September 7, 2004 and furtheramended on November 8, 2004 and July 15, 2005, filed with the SEC (File No. 333-118644) coveringthe registration of the Notes under the Securities Act and including the related base prospectus inthe form dated July 15, 2005 (the “Base Prospectus”) at the time such registrationstatement was declared effective by the SEC, as amended to the date hereof (including anypost-effective amendment that includes a prospectus or prospectus supplement), together with anydocuments incorporated by reference therein.          “SEC” means the United States Securities and Exchange Commission.          “Securities Act” means the United States Securities Act of 1933, as amended.          “Standby Purchaser” has the meaning specified in the preamble of this Agreement.          “Stated Maturity” has the meaning specified in the Indenture.          “Subordinated Obligations” has the meaning specified in Section 15.          “Subsidiary” means, as to any Person, a corporation, company, partnership or otherentity of which shares of stock or other ownership interests having ordinary voting power (otherthan stock or such other ownership interests having such power only by reason of the happening of acontingency) to elect a majority of the Board of Directors (or similar governing body) of suchcorporation, partnership or other entity are at the time owned, or the management of which isotherwise controlled, directly or indirectly through one or more intermediaries, or both, by suchPerson. Unless otherwise qualified, all references to a “Subsidiary” or to“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the StandbyPurchaser.          “Successor Company” has the meaning specified in Section 10(m)(i).          “Taxing Jurisdiction” has the meaning specified in Section 8(c).          “Termination Date” has the meaning specified in Section 7.          “TIA” means the United States Trust Indenture Act of 1939, as amended.          “Total Non-Payment Notice” shall have the meaning specified in Section 3(a).
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          “Total Non-Payment Amount” shall have the meaning specified in Section 3(a).          “Total Non-Payment Amount With Interest” has the meaning specified in Section 3(a).          “Total Non-Payment Due Date” shall have the meaning specified in Section 3(a).          “Total Non-Payment Overdue Interest” has the meaning specified in Section 3(a).          “Transaction Documents” means, collectively, the Indenture, the Notes and thisAgreement.          “Trustee” has the meaning specified in the preamble of this Agreement.          “Underwriters” means Morgan Stanley & Co. Incorporated and UBS Securities LLC, actingas such under the Underwriting Agreement.          “Underwriting Agreement” has the meaning specified in Section 9(a).          “United States” or “U.S.” means the United States of America.          “U.S. GAAP” means generally accepted accounting principles in effect in the UnitedStates of America applied on a basis consistent with the principles, methods, procedures andpractices set forth in the opinions and pronouncements of the Accounting Principles Board of theAmerican Institute of Certified Public Accountants and statements and pronouncements of theFinancial Accounting Standards Board or in such other statements by such other entity as approvedby a significant segment of the accounting profession.          “Wholly-Owned Subsidiary” means, with respect to any corporate entity, any person ofwhich 100% of the outstanding capital stock (other than qualifying shares, if any) having by theterms thereof ordinary voting power (not dependent on the happening of a contingency) to elect theBoard of Directors (or equivalent controlling governing body) of such person is at the time ownedor controlled directly or indirectly by such corporate entity, by one or more wholly-ownedSubsidiaries of such corporate entity or by such corporate entity and one or more wholly-ownedSubsidiaries thereof.          (b) Construction. For all purposes of this Agreement (and for all purposes of anyother Transaction Document or any other instrument or agreement that incorporates provisions ofthis Agreement by reference), except as otherwise expressly provided or unless the contextotherwise requires:     (i) the terms defined in this Section have the meanings assigned to them in thisSection, and include the plural as well as the singular;     (ii) except as otherwise expressly provided herein, (A) all accounting terms usedherein shall be interpreted, (B) all financial statements and all certificates and reportsas to financial matters required to be delivered to the Trustee hereunder shall be preparedand (C) all calculations made for the purposes of determining compliance with
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this Agreementshall (except as otherwise expressly provided herein) be made in accordance with, or byapplication of, U.S. GAAP;     (iii) all references in this Agreement (including the Appendices and Schedules hereto)to designated “Articles,” “Sections” and other subdivisions are to the designated Articles,Sections and other subdivisions of this Agreement;     (iv) the words “herein,” “hereof” and “hereunder” and other words of similar importrefer to this Agreement as a whole and not to any particular Article, Section or othersubdivision;     (v) unless the context clearly indicates otherwise, pronouns having a masculine orfeminine gender shall be deemed to include the other;     (vi) unless otherwise expressly specified, any agreement, contract or document definedor referred to herein shall mean such agreement, contract or document as in effect as of thedate hereof, as the same may thereafter be amended, supplemented or otherwise modified fromtime to time in accordance with the terms of this Agreement and the other TransactionDocuments and shall include any agreement, contract, instrument or document in substitutionor replacement of any of the foregoing entered into in accordance with the terms of thisAgreement and the other Transaction Documents;     (vii) any reference to any Person shall include its permitted successors and assigns inaccordance with the terms of this Agreement and the other Transaction Documents including,in the case of any Governmental Authority, any Person succeeding to its functions andcapacities; and     (viii) unless the context clearly requires otherwise, references to “Law” or to anyparticular Law shall include Laws or such particular Law as in effect at each, every and anyof the times in question, including any amendments, replacements, supplements, extensions,modifications, consolidations, restatements, revisions or reenactments thereto or thereof,and whether or not in effect at the date of this Agreement.          SECTION 2. Partial Purchase Obligation. (a) In the event that, prior to the StatedMaturity of the principal of the Notes, the Issuer shall fail to make any payment on the Notes inrespect of interest, principal or other amounts as contemplated in the Indenture and/or the Notes(including, without limitation, any Additional Amounts) on the date any such payment is due underthe terms of the Notes and the Indenture (other than in the case of an acceleration thereof inaccordance with the Indenture) (such date, the “Partial Non-Payment Due Date”), then insuch event (i) the Standby Purchaser shall be obligated to pay immediately to the Trustee, for thebenefit of the Noteholders under the Indenture, the amount that the Issuer was required to pay butfailed to pay on such date under the terms of the Indenture and the Notes (the “PartialNon-Payment Amount”) and (ii) the Trustee shall provide notice to the Standby Purchaser of thefailure of the Issuer to make such payment; *provided, however*, that the failure to provide suchnotice shall not in any way excuse the Standby Purchaser from its obligations hereunder. Thenotice contemplated herein shall be provided in writing in substantially the form of Exhibit Ahereto (the “Partial Non-Payment Notice”) and shall be sent by the Trustee to the Standby
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Purchaser at the address specified for the Standby Purchaser in Section 12 hereof no later than5:00 p.m. (New York time) on the Partial Non-Payment Due Date. The Partial Non-Payment Noticeshall (i) confirm the Partial Non-Payment Amount and the fact that such amount was not paid on thePartial Non-Payment Due Date and (ii) remind the Standby Purchaser that it is obligated to pay thePartial Non-Payment Amount immediately. To the extent that the Standby Purchaser fails to pay thePartial Non-Payment Amount immediately pursuant to this Section 2(a) (whether or not it hasreceived the Partial Non-Payment Notice), the Standby Purchaser shall be obligated hereunder topay, in addition to the Partial Non-Payment Amount, interest on such amount at the Default Ratefrom the Partial Non-Payment Due Date to and including the actual date of payment by the StandbyPurchaser (the “Partial Non-Payment Overdue Interest” and, together with the PartialNon-Payment Amount, the “Partial Non-Payment Amount With Interest”), which date of paymentshall be a Business Day.          (b) Payment of the Partial Non-Payment Amount With Interest shall be in consideration of thepurchase by the Standby Purchaser of the rights of the Noteholders to receive such amount from theIssuer. The Noteholders shall have no right to retain such rights, and, following the purchase andsale provided for in this Section 2, the Notes shall remain outstanding with all amounts due inrespect thereof adjusted to reflect the purchase, sale and payment provided for herein. Upon anysuch payment, the Standby Purchaser shall be subrogated to the Noteholders to the extent of anypayment under this Section 2.          (c) The obligation of the Standby Purchaser to pay the Partial Non-Payment Amount WithInterest shall be absolute and unconditional upon failure of the Issuer to make, prior to theStated Maturity of the principal on the Notes, any payment on the Notes in respect of interest,principal or other amounts as contemplated in the Indenture and/or the Notes (including, withoutlimitation, any Additional Amounts) on the date any such payment is due. All amounts payable bythe Standby Purchaser hereunder in respect of any Partial Non-Payment Amount With Interest shall bepayable in U.S. dollars and in immediately available funds to the Trustee at the account specifiedin Section 12 below, or to such other account as may be specified by the Trustee in the applicablePartial Non-Payment Notice. The Standby Purchaser shall not be relieved of its obligationshereunder unless and until the Trustee shall have indefeasibly received all amounts required to bepaid by it hereunder (and any related Event of Default under the Indenture has been cured),including payment of the Partial Non-Payment Overdue Interest as provided for herein.          (d) All payments actually received by the Trustee pursuant to this Section 2 after 1:00 p.m.(New York time) on any Business Day will be deemed, for purposes of this Agreement, to have beenreceived by the Trustee on the next succeeding Business Day.          SECTION 3. Total Purchase Obligation. (a) In the event that, at the Stated Maturityof the principal on the Notes (or earlier upon any acceleration thereof in accordance with theterms of the Indenture), the Issuer shall fail to make any payment in respect of principal,interest or other amounts due under the Indenture and the Notes on the date any such payment is sodue (such date, the “Total Non-Payment Due Date”) then in such event, (i) the StandbyPurchaser shall be obligated to pay immediately to the Trustee, for the benefit of the Noteholdersunder the Indenture, the amount that the Issuer was required to pay but failed to pay on such dateunder the terms of the Notes and the Indenture (the “Total Non-Payment Amount”) and(ii) the
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Trustee shall provide notice to the Standby Purchaser of the failure of the Issuer to makesuch payment, *provided, however*, that the failure to provide such notice shall not in any wayexcuse the Standby Purchaser from its obligations hereunder. The notice contemplated herein shallbe provided in writing in substantially the form of Exhibit B hereto (the “Total Non-PaymentNotice”) sent to the Standby Purchaser at the address specified for the Standby Purchaser inSection 12 hereof no later than 5:00 p.m. (New York time) on the Total Non-Payment Due Date. TheTotal Non-Payment Notice shall (i) confirm the amount of the Total Non-Payment Amount and the factthat such amount was not paid on the Total Non-Payment Due Date and (ii) remind the StandbyPurchaser that it is obligated to pay the Total Non-Payment Amount immediately. To the extent thatthe Standby Purchaser fails to pay the Total Non-Payment Amount immediately when required pursuantto this Section 3(a) (whether or not it has received the Total Non-Payment Notice), the StandbyPurchaser shall be obligated hereunder to pay, in addition to the amounts specified above, intereston such amount at the Default Rate from the Total Non-Payment Due Date to and including the actualdate of payment by the Standby Purchaser (the “Total Non-Payment Overdue Interest” and,together with the Total Non-Payment Amount, the “Total Non-Payment Amount With Interest”),which date of payment shall be a Business Day. Notwithstanding anything to the contrary herein,the failure by the Trustee to deliver a Total Non-Payment Notice as provided herein shall notrelease the Standby Purchaser of its obligations to pay the Total Non-Payment Amount With Interestin the manner set forth in this Section 3(a).          (b) Payment of the Total Non-Payment Amount With Interest by the Standby Purchaser shall be inconsideration of the purchase by the Standby Purchaser of the rights of the Noteholders to receivesuch amount from the Issuer. The Noteholders shall have no right to retain such rights, and,following the purchase and sale provided for in this Section 3, the Standby Purchaser shall besubrogated to the Noteholders to the extent of any payment under this Section 3.          (c) The obligation of the Standby Purchaser to pay the Total Non-Payment Amount With Interestshall be absolute and unconditional upon failure of the Issuer to make, at the Stated Maturity ofthe principal of the Notes (or earlier upon any acceleration thereof in accordance with the termsof the Indenture), any payment in respect of principal, interest or other amounts due under theIndenture and the Notes on the date any such payment is due. All amounts payable by the StandbyPurchaser hereunder in respect of any Total Non-Payment Amount With Interest shall be payable inU.S. dollars and in immediately available funds to the Trustee at the account specified in Section12 below, or to such other account as may be specified by the Trustee in the applicable TotalNon-Payment Notice. The Standby Purchaser shall not be relieved of its obligations hereunderunless and until the Trustee shall have received all amounts required to be paid by it hereunder(and any related Event of Default under the Indenture has been cured), including payment of theTotal Non-Payment Overdue Interest.          (d) All payments actually received by the Trustee pursuant to this Section 3 after 1:00 p.m.(New York time) on any Business Day will be deemed, for purposes of this Agreement, to have beenreceived by the Trustee on the next succeeding Business Day.          SECTION 4. Obligations Absolute. The Standby Purchaser’s obligation to pay one or more Partial Non-Payment Amounts WithInterest or the Total Non-Payment Amount With Interest (collectively, the “PurchaseObligations”) are absolute and unconditional
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regardless of any law, regulation or order now orhereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholderunder its Notes or the Indenture. The Purchase Obligations and the other obligations of theStandby Purchaser under or in respect of this Agreement are independent of any obligations of theIssuer, the Issuer’s Subsidiaries or the Standby Purchaser’s Subsidiaries under or in respect ofthe Indenture and the Notes or any other document or agreement, and a separate action or actionsmay be brought and prosecuted against the Standby Purchaser to enforce this Agreement, irrespectiveof whether any action is brought against the Issuer or whether the Issuer is joined in any suchaction or actions. The liability of the Standby Purchaser under this Agreement shall beirrevocable, absolute and unconditional irrespective of, and the Standby Purchaser herebyirrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any orall of the following:     (a) any lack of validity or enforceability of any of the Transaction Documents;     (b) any provision of applicable Law or regulation purporting to prohibit the payment bythe Standby Purchaser of any amount payable by it under this Agreement;     (c) any change in the time, manner or place of payment of, or in any other term of, allor any of the Purchase Obligations or any other obligations of any other person or entityunder or in respect of the Transaction Documents, or any other amendment or waiver of or anyconsent to departure from any Transaction Document, including, without limitation, anyincrease in the obligations of the Issuer under the Indenture and the Notes as a result offurther issuances, any rescheduling of the Issuer’s obligations under the Notes or theIndenture or otherwise;     (d) any taking, release or amendment or waiver of, or consent to departure from, anyother guaranty or agreement similar in function to this Agreement, for all or any of theobligations of the Issuer under the Indenture or the Notes;     (e) any manner of sale or other disposition of any assets of any Noteholder;     (f) any change, restructuring or termination of the corporate structure or existence ofthe Issuer or the Standby Purchaser or any Subsidiary thereof or any change in the name,purposes, business, capital stock (including ownership thereof) or constitutive documents ofthe Issuer or the Standby Purchaser;     (g) any failure of the Trustee to disclose to the Standby Purchaser any informationrelating to the business, condition (financial or otherwise), operations, performance,properties or prospects of the Issuer or any of its Subsidiaries (the Standby Purchaserhereby waiving any duty on the part of the Trustee or any Noteholders to disclose suchinformation);     (h) the failure of any other person or entity to execute or deliver any other Guaranteeor agreement or the release or reduction of liability of any other guarantor or surety withrespect to the Indenture;
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     (i) any other circumstance (including, without limitation, any statute of limitations)or any existence of or reliance on any representation by the Trustee or any Noteholder thatmight otherwise constitute a defense available to, or a discharge of, the Issuer or theStandby Purchaser or any other party; or     (j) any claim of set-off or other right which the Standby Purchaser may have at anytime against the Issuer or the Trustee, whether in connection with this transaction or withany unrelated transaction.          This Agreement shall continue to be effective or be reinstated, as the case may be, if at anytime any payment of any of the Purchase Obligations is rescinded or must otherwise be returned byany Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization ofthe Issuer or the Standby Purchaser or otherwise, all as though such payment had not been made.          SECTION 5. Independent Obligation. The obligations of the Standby Purchaser hereunder areindependent of the Issuer’s obligations under the Notes and the Indenture. The Trustee, on behalfof the Noteholders, may neglect or forbear to enforce payment under the Indenture and the Notes,without in any way affecting or impairing the liability of the Standby Purchaser hereunder. TheTrustee shall not be obligated to exhaust recourse or remedies against the Issuer to recoverpayments required to be made under the Indenture nor take any other action against the Issuer or,under any agreement, purchase any security which the Trustee may hold before being entitled topayment from the Standby Purchaser of all amounts contemplated in Sections 2 and 3 hereof owedhereunder or proceed against or have resort to any balance of any deposit account or credit on thebooks of the Trustee in favor of the Issuer or in favor of the Standby Purchaser. Without limitingthe generality of the foregoing, the Trustee shall have the right to bring a suit directly againstthe Standby Purchaser, either prior or subsequent to or concurrently with any lawsuit against, orwithout bringing suit against, the Issuer.          SECTION 6. Waivers and Acknowledgments. (a) The Standby Purchaser herebyunconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment,demand for performance, notice of nonperformance, default, acceleration, protest or dishonor andany other notice with respect to any of the Purchase Obligations and this Agreement and anyrequirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure anyLien or any property subject thereto or exhaust any right or take any action against the Issuer orany other Person.          (b) The Standby Purchaser hereby unconditionally and irrevocably waives any right to revokethis Agreement and acknowledges that this Agreement is continuing in nature and applies to itsPurchase Obligations, whether the same are existing now or in the future.          (c) The Standby Purchaser hereby unconditionally and irrevocably waives (i) any defensearising by reason of any claim or defense based upon an election of remedies by any Noteholder orthe Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwiseadversely affects the subrogation, reimbursement, exoneration, contribution or indemnificationrights of the Standby Purchaser or other rights of the Standby Purchaser to proceed against theIssuer or any other person or entity and (ii) any defense based on any right of
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set-off orcounterclaim against or in respect of the Purchase Obligations of the Standby Purchaser hereunder.          (d) The Standby Purchaser hereby unconditionally and irrevocably waives any duty on the partof the Trustee or any Noteholder to disclose to the Standby Purchaser any matter, fact or thingrelating to the business, condition (financial or otherwise), operations, performance, propertiesor prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable.          (e) The Standby Purchaser acknowledges that it will receive substantial direct and indirectbenefits from the financing arrangements contemplated by the Transaction Documents and that thewaivers set forth in this Section 6 are knowingly made in contemplation of such benefits.          SECTION 7. Claims Against the Issuer. The Standby Purchaser hereby unconditionallyand irrevocably agrees not to exercise any rights that it may now have or hereafter acquire againstthe Issuer or any other guarantor that arise from the existence, payment, performance orenforcement of the Standby Purchaser’s Purchase Obligations under or in respect of this Agreementor any other Transaction Document, including, without limitation, any right of subrogation,reimbursement, exoneration, contribution or indemnification and any right to enforce any rights topayments in respect of the Partial Non-Payment Amount With Interest and/or the Total Non-PaymentAmount With Interest purchased by the Standby Purchaser from the Noteholders as provided hereunder,or to participate in any claim or remedy of the Trustee, on behalf of the Noteholders, against theIssuer or any other person, whether or not such claim, remedy or right arises in equity or undercontract, statute or common law, including, without limitation, the right to take or receive fromthe Issuer or any other person, directly or indirectly, in cash or other property or by set-off orin any other manner, payment or security on account of such claim, remedy or right, unless anduntil all of the Purchase Obligations and all other amounts payable under this Agreement shall havebeen paid in full in cash. If any amount shall be paid to the Standby Purchaser in violation ofthe immediately preceding sentence at any time prior to the later of (a) the payment in full incash of the Purchase Obligations and all other amounts payable under this Agreement and (b) thedate on which all of the obligations of the Issuer under the Indenture and the Notes have beendischarged in full (the later of such dates being the “Termination Date”), such amountshall be received and held by the Trustee in trust for the benefit of the Noteholders, shall besegregated from other property and funds of the Standby Purchaser and shall forthwith be paid ordelivered to the Trustee in the same form as so received (with any necessary endorsement orassignment) to be credited and applied to the Purchase Obligations and all other amounts payableunder this Agreement, whether matured or unmatured, in accordance with the terms of the Indenture.If (i) the Standby Purchaser shall make payment to any Noteholder or the Trustee,on behalf of the Noteholders, of all or any part of the Purchase Obligations, (ii) all of thePurchase Obligations and all other amounts payable under this Agreement shall have been paid infull in cash and (iii) the Termination Date shall have occurred, then the Trustee, on behalf of theNoteholders, will, at the Standby Purchaser’s request and expense, execute and deliver to theStandby Purchaser appropriate documents, without recourse and without representation or warranty,necessary to evidence the transfer by subrogation to the Standby Purchaser of an interest in thePurchase Obligations resulting from such payment made by the Standby Purchaser pursuant to thisAgreement.
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          SECTION 8. Payments Free and Clear of Taxes, Etc.          (a) Any and all payments by or on account of any obligation of the Standby Purchaserhereunder or under any other Transaction Document shall be made free and clear of and withoutdeduction for any Indemnified Taxes; *provided*that if the Standby Purchaser shall be required todeduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased asnecessary so that after making all required deductions (including deductions applicable toadditional amounts payable under this Section), the Trustee, on behalf of the Noteholders, receivesan amount equal to the sum it would have received had no such deductions been made, (ii) theStandby Purchaser shall make such deductions and (iii) the Standby Purchaser shall pay the fullamount deducted to the relevant Governmental Authority in accordance with applicable Law.          (b) Payment of Other Taxes by the Standby Purchaser. In addition, the StandbyPurchaser shall pay any Other Taxes to the relevant Governmental Authority in accordance withapplicable Law. The Standby Purchaser shall indemnify and make whole the Noteholders for any suchOther Taxes payable by the Standby Purchaser under this paragraph paid by such Noteholders.          (c) Notwithstanding anything to the contrary in Section 8(a) of this Agreement, the StandbyPurchaser will not be obligated to pay any Indemnified Taxes imposed with respect to the Notes dueto (i) the Noteholder or the Trustee having a connection with the jurisdiction imposing theIndemnified Taxes (hereinafter, the “Taxing Jurisdiction”) other than from merely holdingthe Notes or receiving principal or interest payments on the Notes (such as citizenship,nationality, residence, domicile, or existence of a business, a permanent establishment, adependent agent, a place of business or a place of management present or deemed present within theTaxing Jurisdiction), (ii) any tax imposed on, or measured by, net income, (iii) the Noteholder orthe Trustee failing to comply with any certification, identification or other reportingrequirements concerning its nationality, residence, identity or connection with the TaxingJurisdiction, if (x) such compliance is required by applicable Law, regulation, administrativepractice or treaty as a precondition to exemption from all or a part of the Indemnified Taxes, (y)the Noteholder or the Trustee is able to comply with such requirements without undue hardship and(z) at least 30 calendar days prior to the first Payment Date with respect to which suchrequirements under the applicable Law, regulation, administrative practice or treaty shall apply,the Standby Purchaser has notified all the Noteholders or the Trustee that they will be required tocomply with such requirements, (iv) the Noteholder or the Trustee failing to present (wherepresentation is required) its Note within 30 calendar days after the Standby Purchaser has madeavailable to the Noteholder or the Trustee apayment under this Agreement; *provided*that the Standby Purchaser will pay Indemnified Taxeswhich a Noteholder or the Trustee would have been entitled to under such Note had it been presentedon any day (including the last day) within such 30 day period, (v) any estate, inheritance, gift,value added, use or sales taxes or any similar taxes, assessments or other governmental charges,(vi) such Indemnified Taxes being imposed on a payment on the Notes to an individual and arerequired to be made pursuant to European Union council Directive 2003/48/EC implementing theconclusions of the Economic and Financial Council of Ministers of the member states of the EuropeanUnion (ECONFIN) Council meeting of November 26-27, 2000 on the taxation of savings income or anylaw implementing or complying with, or introduced in order to conform to, any such
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Directive, (vii)such Note being presented for payment by or on behalf of a Noteholder or Trustee who would havebeen able to avoid such withholding or deduction by requesting that a payment on the Notes be madeby, or presenting the relevant Notes for payment to another paying agent located in a member stateof the European Union, or (viii) the payment of any obligation of the Standby Purchaser to aNoteholder or Trustee who would have been able to cause the avoidance of the Indemnified Taxes bytaking reasonable measures available to such Noteholder or the Trustee.          The Standby Purchaser shall, while European Council Directive 2003/48/EC or any otherDirective implementing the conclusions of ECOFIN council meeting of November 26-27, 2000 is inforce, ensure that it maintains a paying agent hereunder in a member state of the European Unionthat will not be obliged to withhold or deduct tax pursuant to such Directive.          (d) Evidence of Payments. As soon as practicable after any payment of IndemnifiedTaxes or Other Taxes by the Standby Purchaser to a Governmental Authority, the Standby Purchasershall deliver to the Trustee the original or a certified copy of a receipt issued by suchGovernmental Authority evidencing such payment, a copy of the return reporting such payment orother evidence of such payment reasonably satisfactory to the Trustee.          SECTION 9. Representations and Warranties. The Standby Purchaser makes the followingrepresentations and warranties to the Trustee, on behalf of the Noteholders, all of which shallsurvive the execution and delivery of this Agreement:          (a) The Companies and the transactions contemplated in the Underwriting Agreement dated as ofSeptember 29, 2006 among the Standby Purchaser, the Issuer and the Underwriters (the“Underwriting Agreement”) in connection with the offer and sale of the Notes meet therequirements set forth in Form F-3 under the Securities Act for use of the Registration Statementin connection with the offering of the Notes that are the subject of this Agreement.          (b) The Standby Purchaser and the Issuer have filed the Registration Statement with the SEC,the Registration Statement has been declared effective under the Securities Act, no stop ordersuspending the use of any Base Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement,the Final Offering Document or any Permitted Free Writing Prospectus, or the effectiveness of theRegistration Statement has been issued, and no proceedings for such purposes have been institutedor, to the best of the Companies’ knowledge, threatened by the SEC.          (c) The Standby Purchaser and the Issuer filed with the SEC on October 2, 2006 pursuant toRule 424(b) under the Securities Act a final form of supplement to the Base Prospectus (the“Prospectus Supplement”) dated September 29, 2006 relating to the Notes and thedistribution thereof. The Base Prospectus as supplemented by the Prospectus Supplement in the formin which it was filed with the SEC pursuant to Rule 424(b), together with any documentsincorporated by reference therein, is herein referred to as the “Final Offering Document”.          (d) Each of the Companies has filed all the documents required to be filed by it with the SECpursuant to the Exchange Act, including but not limited to the annual reports on
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Form 20-F for theyear ended December 31, 2005 and Forms 6-K in connection with their respective financial statementsfor the three months ended March 31, 2006 and for the six months ended June 30, 2006. Eachdocument filed or to be filed by the Companies under the Exchange Act complied and will comply whenso filed in all material respects with the requirements of the Exchange Act and the applicablerules and regulations of the SEC and the documents incorporated or deemed to be incorporated byreference in the Registration Statement and the Final Offering Document, at the time they were orhereafter are filed with the SEC, complied and will comply in all material respects with therequirements of the Securities Act, the Exchange Act and the rules and regulations thereunder.          (e) The Original Indenture, Fifth Supplemental Indenture and the Standby Purchase Agreementhave been qualified under the TIA, and all filings and other actions required under the TIA topermit the use of the Indenture, the issuance of the Notes thereunder and the execution by theStandby Purchaser and the Trustee of the Standby Purchase Agreement have been made and taken priorto the date hereof.          (f) Prior to the termination of the offering of the Notes, neither the Standby Purchaser northe Issuer has filed any amendment to the Registration Statement or supplement to the FinalOffering Document which shall not have previously been furnished to the Underwriters or of whichthe Underwriters shall not previously have been advised or to which the Underwriters shall havereasonably objected in writing.          (g) Each of the Registration Statement, as amended, as of the time it became effective underthe Securities Act, and the Final Offering Document as amended or supplemented as of the datehereof, contained and contains all disclosures required under applicable laws, including theSecurities Act and the rules and regulations thereunder. Neither (i) the Registration Statement, asamended, as of the time it became effective under the Securities Act nor (ii) the Final OfferingDocument as amended or supplemented as of the date hereof (including, for this purpose, documentsincorporated by reference therein) contains or will contain any untrue statement of a material factor omit to state any material fact necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading. Notwithstanding the foregoing, theStandby Purchaser does not make any representation or warranty as to the information contained inor omitted from the Registration Statement or the Final Offering Document in reliance upon and inconformity with information furnished in writing to the Standby Purchaser and the Issuer by anyUnderwriter, specifically for inclusion therein, which shall consist solely of the first and sixthparagraphs under the captions “Plan of Distribution” in the Prospectus Supplement.          (h) Neither the Issuer nor the Standby Purchaser is an “investment company” or a company“controlled by” an “investment company” as such terms are defined in the United States InvestmentCompany Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.After giving effect to the offering and sale of the Notes and the application of the proceedsthereof as described in the Registration Statement and the Final Offering Document neither theIssuer nor the Standby Purchaser will be an “investment company” or a company “controlled by” an“investment company” as such terms are defined in the United States Investment Company Act of 1940,as amended, and the rules and regulations of the SEC promulgated thereunder.
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          (i) Neither the Standby Purchaser, nor any of its Affiliates, nor any person acting on theirbehalf (other than the Underwriters as to which the Standby Purchaser makes no representation orwarranty), has paid or agreed to pay to any person any compensation for soliciting another topurchase (i) the Notes or (ii) any other securities of the Standby Purchaser or the Issuer withinthe last 90 days, except in the case of either (i) or (ii) as contemplated by the UnderwritingAgreement.          (j) Neither the Standby Purchaser, nor any of its Affiliates, nor any person acting on theirbehalf (other than the Underwriters as to which the Standby Purchaser makes no representation orwarranty), has, directly or indirectly, taken any action designed to cause or which has constitutedor which might reasonably be expected to cause or result in the stabilization or manipulation ofthe price of any security of the Standby Purchaser or the Issuer to facilitate the initial sale orresale of the Notes under the Exchange Act, or otherwise.          (k) The Standby Purchaser has been duly organized and is validly existing as a *sociedade deeconomia mista*(mixed-capital company) in good standing (to the extent that good standing isapplicable under applicable Law) under the Laws of Brazil. Each of the Standby Purchaser’sSignificant Subsidiaries (as defined in Rule 12b-2 under the Exchange Act) has been dulyincorporated and is validly existing as a corporation in good standing (to the extent relevant)under the Laws of the jurisdiction in which it is chartered or organized. Each of the StandbyPurchaser and its Significant Subsidiaries is licensed (if and to the extent required by law) andhas the full corporate power and authority to own or lease, as the case may be, and to operate itsproperties and to conduct its business as described in the Registration Statement and the FinalOffering Document and to enter into and perform its obligations under this Agreement and the otherTransaction Documents to which it is a party, and is duly qualified or licensed as a foreigncorporation in good standing in each jurisdiction which requires such qualification, except, in thecase of its Significant Subsidiaries other than the Issuer, where the failure to be so qualifiedwill not have a Material Adverse Effect. The Standby Purchaser owns, directly or indirectly, allof the outstanding equity interests of the Issuer and its other Significant Subsidiaries.          (l) All the outstanding shares of capital stock, if any, of each Subsidiary of the StandbyPurchaser have been duly and validly authorized and issued and are fully paid and non-assessableexcept, in the case of the Subsidiaries (other than the Issuer), as would not have a MaterialAdverse Effect, and all outstanding shares of capital stock of the Subsidiaries are owned by theCompanies, as the case may be, either directly or through wholly owned Subsidiaries freeand clear of any perfected security interest or any other security interests, claims, liens orencumbrances.          (m) The Standby Purchaser’s capitalization is as set forth in the Final Offering Document.          (n) There have been no material changes with respect to the matters disclosed in “Item 11.Qualitative and Quantitative Disclosure About Market Risk” in the Form 20-F of the StandbyPurchaser for the year ended December 31, 2005, except as otherwise specified in the Final OfferingDocument.
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          (o) This Agreement has been duly authorized, executed and delivered by the Standby Purchaser;each of this Agreement, the Fifth Supplemental Indenture and each other document executed anddelivered in connection therewith to which the Standby Purchaser is party has been duly authorizedand, assuming due authorization, execution and delivery thereof by each other party to thoseTransaction Documents (other than the Standby Purchaser), when executed and delivered by theStandby Purchaser, will constitute a legal, valid and binding agreement of the Standby Purchaser,enforceable against the Standby Purchaser in accordance with its terms (subject, as to theenforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or othersimilar laws affecting creditors’ rights generally from time to time in effect and to generalprinciples of equity); and the descriptions of the Transaction Documents in the RegistrationStatement, the Pre-Pricing Prospectus and the Final Offering Document fairly summarize the rightsand obligations of the parties thereto.          (p) The Notes have been duly authorized, and, when issued under the Indenture, authenticatedby the Trustee and delivered to and paid for by the Underwriters pursuant to the UnderwritingAgreement, will have been duly executed, issued and delivered and will constitute legal, valid andbinding obligations of the Issuer, enforceable in accordance with their terms, subject, as to theenforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, or othersimilar laws affecting creditors’ rights generally from time to time in effect and to generalprinciples of equity and will be entitled to the benefits provided by the Indenture as described inthe Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document.          (q) The Notes will constitute the general unsecured and unsubordinated obligations of theIssuer and will rank *pari passu*in priority of payment and in right of seniority with all otherunsecured and unsubordinated obligations of the Issuer that are not, by their terms, expresslysubordinated in right of payment to the Notes, except for statutory liens and preferences. Theobligations of the Standby Purchaser under this Agreement will constitute the general unsecured andunsubordinated obligations of the Standby Purchaser and will rank *pari passu*in priority of paymentand in right of seniority with all other unsecured and unsubordinated obligations of the StandbyPurchaser that are not, by their terms, expressly subordinated in right of payment to the rights ofthe Trustee, except for statutory liens and preferences.          (r) No consent, approval, authorization, filing with or order of any Governmental Authority isrequired for (i) the valid authorization, issuance, sale and delivery ofthe Notes or (ii) the execution, delivery or performance by the Issuer and the StandbyPurchaser of any of their respective obligations under any of the Transaction Documents in themanner contemplated in the Registration Statement, the Pre-Pricing Prospectus and the FinalOffering Document, including, without limitation, making any of the applicable payments required tobe made after the date hereof under or in respect of any of the Transaction Documents, except for(i) the filing of the Prospectus Supplement pursuant to Rule 424(b) under the Securities Act, whichhas been effected prior to the date hereof, (ii) such consents as may be required under state orforeign securities or blue sky laws and (iii) such filings or consents as may be required by theby-laws and rules of the National Association of Securities Dealers, Inc. or NASD Regulation, Inc.in connection with the use of the Base Prospectus for issuances of securities by the StandbyPurchaser and the Issuer and the purchase and distribution of the Notes by the Underwriters and
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theconfirmation by the National Association of Securities Dealers, Inc. that it has no objection withrespect to the fairness and reasonableness of the underwriting terms and arrangements, each ofwhich has, to the best of the Companies’ knowledge been obtained and is in full force and effect.          (s) Neither of the Issuer or the Standby Purchaser is currently in violation of its charter,by-laws or comparable organizational documents; neither the issuance and sale of the Notes, theexecution and delivery of any of the Transaction Documents or the consummation of any of thetransactions described or contemplated therein, or the fulfillment of the terms thereof willconflict with, or give rise to any right to accelerate the maturity or require the prepayment,repurchase or redemption of any indebtedness under, or result in a breach or violation orimposition of any lien, charge or encumbrance upon any property or assets of the Companies or anyof their Material Subsidiaries pursuant to, (i) the charter, by-laws or comparable organizationaldocuments of either of the Issuer or the Standby Purchaser or any of their Subsidiaries, (ii) theterms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement orother agreement, obligation, condition, covenant or instrument to which the Issuer or the StandbyPurchaser or any of their Subsidiaries is a party or is bound or to which any of their property orassets is subject or (iii) any statute, law, rule, regulation, judgment, order or decree applicableto the Issuer or the Standby Purchaser or any of their Subsidiaries, except in the case of clauses(ii) or (iii) such as could not reasonably be expected to have a Material Adverse Effect.          (t) The consolidated historical financial statements of the Issuer and the Standby Purchaserand their consolidated Subsidiaries included in the Final Offering Document, together with therelated notes, have been prepared in accordance with U.S. GAAP applied on a consistent basisthroughout the periods involved (except as otherwise noted therein) and present fairly in allmaterial respects the financial condition, results of operations and cash flows of the Issuer andthe Standby Purchaser as of the dates and for the periods indicated; the summary financialinformation set forth under the captions “Summary Financial Information for PIFCo,” and “SummaryFinancial Information for Petrobras” in the Pre-Pricing Prospectus and the Final Offering Documentfairly present, on the basis stated in the Pre-Pricing Prospectus and the Final Offering Document,the information included therein. Except as disclosed in the Pre-Pricing Prospectus and the FinalOffering Document, there has been no material adverse change in the condition (financial orotherwise), prospects, earnings, business or properties of either of the Issuer or the StandbyPurchaser and their consolidated Subsidiaries, taken as a whole, since December 31, 2005. Thesegment data and other financial and statistical informationincorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and theFinal Offering Document present fairly the information included therein and have been prepared on abasis consistent with that of the financial statements that are incorporated by reference in theRegistration Statement, the Pre-Pricing Prospectus and the Final Offering Document and the booksand records of the respective entities presented therein.          (u) There are no pro forma or consolidated financial statements or other financial statementsor data which are required to be included or incorporated by reference in the RegistrationStatement, the Pre-Pricing Prospectus and the Final Offering Document in accordance with RegulationS-X under the Securities Act which have not been included as so required.
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          (v) The statistical, industry-related and market-related data included in the Pre-PricingProspectus and the Final Offering Document are based on or derived from sources which the StandbyPurchaser and the Issuer reasonably and in good faith believe are reliable and accurate, and suchdata agree with the sources from which they are derived.          (w) Except as set forth or contemplated in the Pre-Pricing Prospectus and the Final OfferingDocument, neither of the Issuer or the Standby Purchaser has entered into any transaction oragreement (whether or not in the ordinary course of business) material to either of the Issuer orthe Standby Purchaser individually or the Issuer and the Standby Purchaser taken as a whole withtheir consolidated Subsidiaries.          (x) No action, suit or proceeding by or before any Governmental Authority involving the Issueror the Standby Purchaser or any of their Subsidiaries or their property or assets is pending or, tothe best knowledge of the Standby Purchaser, threatened, involving or in any way relating to (i)this Agreement, any of the other Transaction Documents or the transactions contemplated herein ortherein or (ii) any other matter that individually or in the aggregate could reasonably be expectedto have a Material Adverse Effect, except as set forth in or contemplated in the Pre-PricingProspectus and the Final Offering Document. Neither the Issuer, the Standby Purchaser or any oftheir Subsidiaries is in violation of or in default with respect to any applicable statute(including, without limitation, any applicable provision of the Sarbanes-Oxley Act, including anyrules and regulations thereunder or related thereto), rule, writ, injunction, decree, order orregulation of any Governmental Authority having jurisdiction over such Person which is reasonablylikely to have a Material Adverse Effect.          (y) Each of the Issuer and the Standby Purchaser and each of their respective Subsidiaries hasgood and marketable title to all of their properties and assets and owns or leases all suchproperties and assets as are both described in the Pre-Pricing Prospectus and the Final OfferingDocument and necessary to the conduct of its operations as presently conducted free and clear ofany liens, charges, security interests or other encumbrances except such as (i) do not materiallyinterfere with the intended use thereof and (ii) could not reasonably be expected to have aMaterial Adverse Effect. All leases and subleases material to the business of each of theCompanies under which either of the Issuer and the Standby Purchaser holds properties, as describedin the Final Offering Document, are in full force and effect; and neither the Standby Purchaser northe Issuer has had any notice that any material claim of any sort has been asserted by anyoneadverse to the Standby Purchaser’s or the Issuer’s rights under any leases or subleasesmentioned above, or affecting or questioning the rights thereof to the continued possession ofthe leased or subleased premises under any such lease or sublease, except as would not result in aMaterial Adverse Effect.          (z) Each of KPMG Auditores Independentes and Ernst & Young Auditores Independentes (who havecertified the financial statements of the Issuer and the Standby Purchaser and supporting schedulesand information of Standby Purchaser and the Issuer and their consolidated Subsidiaries anddelivered their report with respect to the audited and unaudited consolidated financial statementsand other financial information included in the Final Offering Document relating to the Issuer andthe Standby Purchaser and their consolidated Subsidiaries) are independent public accountantswithin the meaning of the Code of Professional Conduct of the American Institute of CertifiedPublic Accountants and the applicable
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requirements of the Regulation S-X under the Securities Actand the Exchange Act and, in the case of KPMG Auditores Independentes, and Ernst & Young AuditoresIndependentes are certified public accountants with respect to the Standby Purchaser and the Issuerunder the standards established by the local authorities in the Cayman Islands and Brazil.          (aa) Each of the Issuer and the Standby Purchaser and their respective Subsidiaries has filedor caused to be filed all tax returns which to the knowledge of the Issuer and the StandbyPurchaser are required to be filed, and has paid all taxes shown to be due and payable on saidreturns or on any assessments made against such person or any of its respective properties and allother taxes, assessments, fees or other charges imposed on such person or any of its respectiveproperties by, any Governmental Authority (other than those the amount or validity of which iscurrently being contested in good faith by appropriate proceedings and with respect to whichreserves in conformity with generally accepted accounting principles have been provided on thebooks of such person); and no material tax liens or material liens with respect to any assessments,fees or other charges have been filed and, to the knowledge of such person, no material claims arebeing asserted with respect to any such taxes, assessments, fees or other charges.          (bb) The Issuer and the Standby Purchaser and each of their respective Subsidiaries areinsured by insurers that the Issuer and the Standby Purchaser reasonably believe to be financiallysound against such losses and risks and in such amounts as are prudent and customary in thebusinesses and in the geographical regions in which they are engaged except when the failure to doso would not have a Material Adverse Effect; and neither of the Issuer or the Standby Purchaser norany Subsidiary thereof has any reason to believe that it will not be able to renew its existinginsurance coverage as and when such coverage expires or to obtain similar coverage from similarinsurers as may be necessary to continue its business at a cost that would not have a MaterialAdverse Effect.          (cc) No Subsidiary of the Issuer or the Standby Purchaser is currently prohibited, directly orindirectly, from paying any dividends to either of the Issuer or the Standby Purchaser, from makingany other distribution on such Subsidiary’s capital stock, from repaying to the Issuer or theStandby Purchaser any loans or advances to such Subsidiary from the Issuer or the Standby Purchaseror from transferring any of such Subsidiary’s property or assets to the Issuer or the StandbyPurchaser or any other Subsidiary of the Issuer or the Standby Purchaser.          (dd) The Issuer and the Standby Purchaser and their Subsidiaries possess all materiallicenses, certificates, permits and other authorizations issued by the appropriate federal, stateor foreign regulatory authorities necessary to conduct their respective businesses, and neither ofthe Issuer and the Standby Purchaser nor any of their Subsidiaries has received any notice ofproceedings relating to the revocation or modification of any such certificate, authorization orpermit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling orfinding, could have a Material Adverse Effect.          (ee) To ensure the legality, validity, enforceability or admissibility into evidence of any ofthe Transaction Documents, it is not necessary that any such other document be filed or recordedwith any court or other authority in Brazil or the Cayman Islands (other than such authorizationsor filings that have already been obtained or made, as applicable), or that any
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stamp or similartax be paid in either Brazil or the Cayman Islands on or in respect of any such document, except asprovided in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document.It is not necessary under the laws of Brazil or the Cayman Islands that any of the holders of theNotes, be licensed, qualified or entitled to carry on business in either Brazil or the CaymanIslands by reason of the execution, delivery, performance or enforcement of any of the TransactionDocuments.          (ff) The Issuer and the Standby Purchaser and each of their respective Subsidiaries eachmaintain a system of internal accounting and other controls sufficient to provide reasonableassurance that (i) transactions are executed in accordance with management’s general or specificauthorizations, (ii) transactions are recorded as necessary to permit preparation of financialstatements in accordance with U.S. GAAP and to maintain asset accountability, (iii) access toassets is permitted only in accordance with management’s general or specific authorization and (iv)the recorded accountability for assets is compared with the existing assets at reasonable intervalsand appropriate action is taken with respect to any differences.          (gg) The Issuer and the Standby Purchaser and their respective Subsidiaries (i) are incompliance with any and all applicable Environmental Laws, (ii) have received and are in compliancewith all permits, licenses or other approvals required of them under the applicable EnvironmentalLaws to conduct their respective businesses and (iii) except as described in the RegistrationStatement, the Pre-Pricing Prospectus and the Final Offering Document, have not received notice ofany actual or potential liability for the investigation or remediation of any disposal or releaseof hazardous or toxic substances or wastes, pollutants or contaminants, except in the case ofclauses (i), (ii) and (iii) above where such non-compliance with Environmental Laws, failure toreceive required permits, licenses or other approvals, or liability would not, individually or inthe aggregate, have a Material Adverse Effect. Except as set forth in the Registration Statement,the Pre-Pricing Prospectus and in the Final Offering Document, neither of the Issuer and theStandby Purchaser nor any of their Subsidiaries has been named as a “potentially responsible party”under the United States Comprehensive Environmental Response, Compensation, and Liability Act of1980, as amended, nor has the Issuer or any such Subsidiary been identified as the partyresponsible or potentially responsible for any breach or violation of any other similarEnvironmental Law.          (hh) In the ordinary course of its business, the Issuer and the Standby Purchaser periodicallyreview the effect of Environmental Laws on the business, operations and properties of the Issuerand the Standby Purchaser and their Subsidiaries, in the course of which it identifies andevaluates associated costs and liabilities (including, without limitation, any capital or operatingexpenditures required for clean-up, closure of properties or compliance with Environmental Laws, orany permit, license or approval, any related constraints on operating activities and any potentialliabilities to third parties). On the basis of such review, the Issuer and the Standby Purchaserhave reasonably concluded that such associated costs and liabilities would not, singly or in theaggregate, have a Material Adverse Effect.          (ii) The information set forth in the Registration Statement, the Pre-Pricing Prospectus andin the Final Offering Document relating to oil and gas reserves, oil and gas wells and any otheroil and gas related information required to be disclosed in such Registration
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Statement and FinalOffering Document has been prepared by the Issuer and the Standby Purchaser in all materialrespects on the basis disclosed in the Registration Statement and in the Final Offering Documentand conforms in all material respects to the requirements of the Securities Act and the ExchangeAct, as the case may be.          (jj) The indemnification and contribution provisions set forth in Section 14 hereof do notcontravene Brazilian or Cayman Islands law or public policy.          (kk) The Issuer and the Standby Purchaser are subject to civil and commercial law in respectof their obligations hereunder and the Issuer and the Standby Purchaser are not, nor are any oftheir properties, assets or revenues subject to any right of immunity under Cayman Islands,Brazilian or New York law, from any legal action, suit or proceeding, from the giving of any reliefin any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdictionof any Cayman Islands, Brazilian, New York or United States federal court, from service of process,attachment upon or prior to judgment, or attachment in aid of execution of judgment, or fromexecution of a judgment, or other legal process or proceeding for the giving of any relief or forthe enforcement of a judgment, in any such court with respect to its obligations, liabilities orany other matter under or arising out of or in connection herewith; and, to the extent that theIssuer and the Standby Purchaser or any of their properties, assets or revenues may have or mayhereafter become entitled to any such right of immunity in any such court in which proceedingsarising out of, or relating to the transactions contemplated hereby, may at any time be commenced,the Companies have waived or will waive such right to the extent permitted by law and haveconsented to such relief and enforcement as provided herein.          (ll) The submission of the Issuer and the Standby Purchaser to the non-exclusive jurisdictionof the courts of the Supreme Court of the State of New York, County of New York, and the UnitedStates District Court for the Southern District of New York (each, a “New York court”) inSection 18 hereof, in the case of the Standby Purchaser, and, as applicable, under each of theTransaction Documents is legal, valid and binding under the laws of Brazil and the Cayman Islands;the appointment of the Standby Purchaser’s New York Branch located at 570 Lexington Avenue, 43rdFloor, New York, New York 10022 as its authorized agent for the purpose described in Section 18below and under each of the other Transaction Documents is legal, valid and binding under the lawsof Brazil and the Cayman Islands; and the choice of law provision set forth in Section 18 below andin eachTransaction Document is legal, valid and binding under the laws of Brazil and the CaymanIslands. Any final judgment of a New York court in respect of any amount payable by the Issuer andthe Standby Purchaser under any Transaction Document and which conforms with Brazilian or CaymanIsland, as applicable, law, rule, regulation or public policy and with the provisions forenforcement of foreign judgments set forth in the Final Memorandum be enforceable in the courts ofBrazil and the Cayman Islands without reexamination of the merits.          (mm) Any final judgment for a fixed or readily calculable sum of money rendered by any courtof the State of New York or of the United States located in the State of New York havingjurisdiction under its own domestic laws in respect of any suit, action or proceeding against theIssuer and the Standby Purchaser based upon this Agreement would be declared enforceable againstthe Issuer and the Standby Purchaser by the courts of the Cayman Islands or Brazil, as applicable,without re-examination, review of the merits of the cause of
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action in respect of which theoriginal judgment was given or relitigation of the matters adjudicated upon or payment of anystamp, registration or similar tax or duty, as provided in the provisions for enforcement offoreign judgments set forth in the Final Offering Document.          (nn) No part of the proceeds of the sale of the Notes will be used for any purpose thatviolates the provisions of any of Regulation T, U or X of the Board of Governors of the FederalReserve System or any other regulation of such Board of Governors.          (oo) Both presently and immediately after giving effect to the transactions contemplatedhereunder and in the Final Offering Document, each of the Issuer and the Standby Purchaser (i) isand will be able to pay its debts as they become due and (ii) is not insolvent as defined underapplicable Brazilian bankruptcy, insolvency or similar law or Cayman Islands bankruptcy, insolvencyor similar law.          (pp) None of the holders of the Notes, the Underwriters or the Trustee will be deemedresident, domiciled, carrying on business or subject to taxation in Brazil or the Cayman Islandssolely by the execution, delivery, performance or enforcement of any of the Transaction Documentsor by virtue of the ownership or transfer of a Note or the receipt of payment thereon assuming thatnone of such persons is a resident of Brazil or the Cayman Islands or has a permanent establishmentor a fixed base in Brazil or the Cayman Islands.          (qq) No Default or Event of Default (as defined in the Indenture) has occurred and iscontinuing.          (rr) There are no Cayman Islands taxes on or by virtue of the execution or delivery of thisAgreement, the Indenture, the Notes or any of the other Transaction Documents or any other documentto be furnished hereunder or thereunder. Payments to be made by the Issuer and the StandbyPurchaser or any other party to any of the Transaction Documents pursuant to the TransactionDocuments will not be subject to Cayman Islands taxes. There are no stamp or other issuance ortransfer taxes or duties or other similar fees or charges required to be paid in connection withthe execution and delivery of any of the Transaction Documents or the consummation of any of theother transactions described therein or the issuance and sale by the Issuer of the Notes.          (ss) There is no tax, levy, impost, deduction, charge or withholding imposed, levied or madeby or in Brazil or any political subdivision or taxing authority thereof or therein either (i) onor by virtue of the execution or delivery of this Agreement or any of the other TransactionDocuments or (ii) on any payment to be made by the Standby Purchaser to the Trustee (to the extentthat such payments are for the benefit of non-residents of Brazil) or the holders (that arenon-residents of Brazil) of the Notes pursuant to this Agreement, except with respect to anypayment of interest, fees or other income made to a party hereto or thereto outside of Brazil fromfunds of the Standby Purchaser in Brazil each of which currently would be subject to a withholdingtax which, as of the date hereof, is levied at the rate of 15%, 25% if the beneficiary is domiciledin a tax haven jurisdiction or such other lower rate, as it may be contemplated in a bilateraltreaty aimed at avoiding double taxation between Brazil and such other country where the recipientof the payment has its domicile. The Standby Purchaser is permitted to make all payments pursuantto this Agreement free and clear of all taxes, levies,
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imposts, deductions, charges or withholdingsimposed, levied or made by or in Brazil or any political subdivision or taxing authority thereof ortherein, and no such payment in the hands of the Trustee (to the extent that such payments are forthe benefit of non-residents of Brazil) or the Holders (that are non-residents of Brazil) of theNotes will be subject to any tax, levy, impost, deduction, charge or withholding imposed, levied ormade by or in Brazil or any political subdivision or taxing authority therein or thereof, in eachcase except as provided in the immediately preceding sentence. The Standby Purchaser intends tomake all payments pursuant to this Agreement from funds offshore Brazil. The Standby Purchaserdoes not believe or reasonably expect that any interest paid or purchases of Purchase Obligationsmade by the Standby Purchaser pursuant to the terms hereof will constitute interest paid by a tradeor business in the United States within the meaning of Section 884 (f) (1) (A) of the InternalRevenue Code of 1986, as amended. To ensure the legality, validity, enforceability oradmissibility in evidence of this Agreement in Brazil, it is not necessary that this Agreement orany other document be filed or recorded with any court or other authority in Brazil, other than thenotarization of the signatures of the parties signing outside Brazil, the subsequentconsularization (authentication) of the signature of such a notary by a Brazilian consulateofficial and the subsequent translation of this Agreement into Portuguese by a sworn translator, orthat any stamp or similar tax be paid on or in respect of this Agreement or any of the otherTransaction Documents.          (tt) After being notarized, consularized and translated into Portuguese by a sworn translator,this Agreement will be in proper legal form under the laws of Brazil for the enforcement thereof inBrazil.          (uu) To the extent the Standby Purchaser or its respective property has or may in the futurehave any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suitor proceeding, set-off or counterclaim, the jurisdiction of any competent court, service ofprocess, attachment or execution, in any jurisdiction, with respect to its obligations,liabilities, or any other matter under or arising out of or in connection with this Agreement andany other Transaction Documents, the Standby Purchaser has effectively waived such rights asprovided in Section 18 hereof; *provided*that no assets of the Standby Purchaser which arespecifically used in the furtherance of the activities listed in Article 177 of the BrazilianConstitution, in respect of which the Brazilian government has a monopoly, could be used by anyperson in Brazil acquiring such assets as a result of the execution thereof in violation of theprovisions contained in such Article 177 of the Brazilian Constitution. The execution anddelivery of this Agreement by the Standby Purchaser and the performance of its obligationshereunder by the Standby Purchaser constitute private and commercial acts rather than governmentalor public acts.          (vv) Except as described in the Final Offering Document and except as to matters, individuallyor in the aggregate, which could not reasonably be expected to have a Material Adverse Effect:     (i) The Standby Purchaser and its Material Subsidiaries have obtained all environmentalpermits with respect to the business in which they are engaged and with respect to thefacilities and properties owned, leased or operated by the Standby Purchaser or any of itsMaterial Subsidiaries, and the business and all operations at the
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properties of the StandbyPurchaser are in compliance with all environmental permits and are otherwise in compliancewith all environmental laws;     (ii) No officer of the Standby Purchaser or of any of its Material Subsidiaries hasreceived any notice of any claim with respect to any of the properties, the business orotherwise, nor does the Standby Purchaser have knowledge or reason to believe that any suchclaim will be received or is threatened; and     (iii) There are no past or present actions, activities, events, conditions orcircumstances, including the release, threatened, release, emission, discharge, generation,treatment, storage or disposal of any hazardous materials at any locations, that wouldreasonably be expected to give rise to liability of the Standby Purchaser or any of itsMaterial Subsidiaries under any law or any contract or agreement.          (ww) The Standby Purchaser has, independently and without reliance upon any Noteholder andbased on such documents and information as it has deemed appropriate, made its own credit analysisand decision to enter into this Agreement and each other Transaction Document to which it is or isto be a party, and the Standby Purchaser has established adequate means of obtaining from theIssuer on a continuing basis information pertaining to, and is now and on a continuing basis willbe completely familiar with, the business, condition (financial or otherwise), operations,performance, properties and prospects of the Issuer.          SECTION 10. Covenants          For so long as the Notes remain outstanding or any amount remains unpaid on the Notes and theIndenture, the Standby Purchaser will, and will cause each of its Subsidiaries to, comply with theterms and covenants set forth below (except as otherwise provided in a duly authorized amendment tothis Agreement as provided herein):          (a) Performance of Obligations. The Standby Purchaser shall pay all amounts owed byit and comply with all its other obligations under the terms of this Agreement and the Indenture inaccordance with the terms thereof.          (b) Maintenance of Corporate Existence. The Standby Purchaser will, and will causeeach of its Subsidiaries to, (i) maintain in effect its corporate existence and all registrationsnecessary therefor except as otherwise permitted by Section 10(m) and (ii) take allactions to maintain all rights, privileges, titles to property, franchises, concessions andthe like necessary or desirable in the normal conduct of its business, activities or operations;*provided, however,*that this Section 10(b) shall not require the Standby Purchaser to maintain orcause any Subsidiary thereof to maintain any such right, privilege, title to property or franchiseor require the Standby Purchaser to preserve the corporate existence of any Subsidiary, if, in eachcase, the failure to do so does not, and will not, have a Material Adverse Effect.          (c) Maintenance of Ownership of the Issuer. For so long as any Notes are outstanding,the Standby Purchaser will retain no less than 51% direct or indirect ownership of the outstandingvoting and economic interests (equity or otherwise) of and in the Issuer.
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          (d) Maintenance of Office or Agency. So long as any of the Notes are outstanding, theStandby Purchaser will maintain in the Borough of Manhattan, The City of New York, an office oragency where notices to and demands upon the Standby Purchaser in respect of this Agreement may beserved, and the Standby Purchaser will not change the designation of such office without priornotice to the Trustee and designation of a replacement office in the same general location.          (e) Ranking. The Standby Purchaser will ensure at all times that its obligationsunder this Agreement will constitute the general senior unsecured and unsubordinated obligations ofthe Standby Purchaser and will rank *pari passu*, without any preferences among themselves, with allother present and future senior unsecured and unsubordinated obligations of the Standby Purchaser(other than obligations preferred by statute or by operation of law) that are not, by their terms,expressly subordinated in right of payment to the obligations of the Standby Purchaser under thisAgreement.          (f) Notice of Defaults. The Standby Purchaser will give written notice to theTrustee, as soon as is practicable and in any event within ten calendar days after the StandbyPurchaser becomes aware, or should reasonably become aware, of the occurrence of any Default or anyEvent of Default, accompanied by a certificate of an officer of the Standby Purchaser setting forththe details thereof and stating what action the Standby Purchaser proposes to take with respectthereto.          (g) Limitation on Consolidation, Merger, Sale or Conveyance. (i) The StandbyPurchaser will not, in one or a series of transactions, consolidate or amalgamate with or mergeinto any corporation or convey, lease or transfer substantially all of its properties, assets orrevenues to any person or entity (other than a direct or indirect Subsidiary of the StandbyPurchaser) or permit any person or entity (other than a direct or indirect Subsidiary of theStandby Purchaser) to merge with or into it, unless:     (A) either the Standby Purchaser is the continuing entity or the person (the“Successor Company”) formed by such consolidation or into which the StandbyPurchaser is merged or that acquired or leased such property or assets of the StandbyPurchaser will assume (jointly and severally with the Standby Purchaser unless the StandbyPurchaser shall have ceased to exist as a result of such merger, consolidation oramalgamation), by an amendment to this Agreement (the formand substance of which shall be previously approved by the Trustee), all of the StandbyPurchaser’s obligations under this Agreement;     (B) the Successor Company (jointly and severally with the Standby Purchaser unless theStandby Purchaser shall have ceased to exist as part of such merger, consolidation oramalgamation) agrees to indemnify each Noteholder against any tax, assessment orgovernmental charge thereafter imposed on such Noteholder solely as a consequence of suchconsolidation, merger, conveyance, transfer or lease with respect to the payment ofprincipal of, or interest on, the Notes;     (C) immediately after giving effect to such transaction, no Event of Default and noDefault has occurred and is continuing;
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     (D) the Standby Purchaser has delivered to the Trustee an Officer’s Certificate and anOpinion of Counsel each stating that such merger consolidation, sale, transfer or otherconveyance or disposition and the amendment to this Agreement comply with the terms of thisAgreement and that all conditions precedent provided for herein and relating to suchtransaction have been complied with; and     (E) the Standby Purchaser has delivered notice of any such transaction to Moody’s(which notice shall contain a description of such merger, consolidation or conveyance).          (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Eventof Default shall have occurred and be continuing at the time of such proposed transaction or wouldresult therefrom and the Standby Purchaser has delivered notice of any such transaction to Moody’sand the Trustee (which notice shall contain a description of such merger, consolidation orconveyance):     (A) the Standby Purchaser may merge, amalgamate or consolidate with or into, or convey,transfer, lease or otherwise dispose of all or substantially all of its properties, assetsor revenues to a direct or indirect Subsidiary of the Standby Purchaser in cases when theStandby Purchaser is the surviving entity in such transaction and such transaction would nothave a material adverse effect on the Standby Purchaser and its Subsidiaries taken as awhole, it being understood that if the Standby Purchaser is not the surviving entity, theStandby Purchaser shall be required to comply with the requirements set forth in theprevious paragraph; or     (B) any direct or indirect Subsidiary of the Standby Purchaser may merge or consolidatewith or into, or convey, transfer, lease or otherwise dispose of assets to, any person(other than the Standby Purchaser or any of its Subsidiaries or Affiliates) in cases whensuch transaction would not have a material adverse effect on the Standby Purchaser and itsSubsidiaries taken as a whole; or     (C) any direct or indirect Subsidiary of the Standby Purchaser may merge or consolidatewith or into, or convey, transfer, lease or otherwise dispose of assets to, any direct orindirect Subsidiary of the Standby Purchaser; or     (D) any direct or indirect Subsidiary of the Standby Purchaser may liquidate ordissolve if the Standby Purchaser determines in good faith that such liquidation ordissolution is in the best interests of the Standby Purchaser, and would not result in amaterial adverse effect on the Standby Purchaser and its Subsidiaries taken as a whole andif such liquidation or dissolution is part of a corporate reorganization of the StandbyPurchaser.          (h) Negative Pledge. So long as any Note remains outstanding, the Standby Purchaserwill not create or permit any Lien, other than a Permitted Lien, on any of the Standby Purchaser’sassets to secure (i) any of the Standby Purchaser’s Indebtedness or (ii) the Indebtedness of anyother person, unless the Standby Purchaser contemporaneously creates or permits such Lien to secureequally and ratably the Standby Purchaser’s obligations under this
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Agreement or the StandbyPurchaser provides such other security for the Notes as is duly approved by the Trustee, at thedirection of the Noteholders, in accordance with the Indenture. In addition, the Standby Purchaserwill not allow any of the Standby Purchaser’s Subsidiaries to create or permit any Lien, other thana Permitted Lien, on any of the Standby Purchaser’s assets to secure (i) any of the StandbyPurchaser’s Indebtedness, (ii) any of the Indebtedness of the Standby Purchaser’s Subsidiaries or(iii) the Indebtedness of any other person, unless it contemporaneously creates or permits the Liento secure equally and ratably the Standby Purchaser’s obligations under this Agreement or theStandby Purchaser or such Subsidiary provides such other security for the Notes as is duly approvedby the Trustee, at the direction of the Noteholders, in accordance with the Indenture.          (i) Provision of Financial Statements and Reports. (i) The Standby Purchaser willprovide to the Trustee, in English or accompanied by a certified English translation thereof, (A)within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), itsunaudited and consolidated balance sheet and statement of income calculated in accordance with U.S.GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidatedbalance sheet and statement of income calculated in accordance with U.S. GAAP and (C) such otherfinancial data as the trustee may reasonably request.     (ii) The Standby Purchaser will provide, together with each of the financial statementsdelivered pursuant to Sections 10(p)(i)(A) and (B), an Officers’ Certificate stating that areview of the activities of the Standby Purchaser and the Issuer has been made during theperiod covered by such financial statements with a view to determining whether the StandbyPurchaser and the Issuer have kept, observed, performed and fulfilled their covenants andagreements under this Agreement and the Indenture, as applicable, and that no Default orEvent of Default has occurred during such period or, if one or more have actually occurred,specifying all such events and what actions have been taken and will be taken with respectto such Default or Event of Default.     (iii) The Standby Purchaser shall, whether or not it is required to file reports withthe SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders)all reports and other information as it would be required to file with the SEC under theExchange Act if it were subject to those regulations; *provided, however*, that if the SECdoes not permit the filing described in the first sentence of this Section 10(q)(iii), theStandby Purchaser will provide annual and interim reports and otherinformation to the Trustee within the same time periods that would be applicable if theStandby Purchaser were required and permitted to file these reports with the SEC.          SECTION 11. Amendments, Etc. No amendment or waiver of any provision of thisAgreement and no consent to any departure by the Standby Purchaser therefrom shall in any event beeffective unless the same shall be in writing and signed by the Trustee and the Standby Purchaser,and then such waiver or consent shall be effective only in the specific instance and for thespecific purpose for which given.          SECTION 12. Notices, Etc. (a) All notices and other communications provided forhereunder shall be in writing (including telegraphic or telecopy) and mailed, telecopied ordelivered by hand, if to the Standby Purchaser, addressed to it at Avenida República do Chile,
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65,20035-900 Rio de Janeiro — RJ, Brazil, Telephone: (55-21) 534-4477, Telecopier: (55-21) 534-4278,Attention: Wilson de Oliveira Senna, Financings, Leasing and Corporate Loans Manager, if to theTrustee, at 4 New York Plaza, 15th floor, New York, New York 10004, Telephone: (212)623-5162, Telecopier: (212) 623-6207, Attention: Institutional Trust Services or, as to anyparty, at such other address as shall be designated by such party in a written notice to each otherparty. All such notices and other communications shall, when telecopied, be effective whentransmitted. Delivery by telecopier of an executed counterpart of a signature page to anyamendment or waiver of any provision of this Agreement shall be effective as delivery of anoriginal executed counterpart thereof.          (b) All payments made by the Standby Purchaser to the Trustee hereunder shall be made to thePayment Account (as defined in the Indenture), except to the extent otherwise specified in aPartial Non-Payment Notice or Total Non-Payment Notice.          SECTION 13. No Waiver; Remedies. No failure on the part of the Trustee to exercise,and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall anysingle or partial exercise of any right hereunder preclude any other or further exercise thereof orthe exercise of any other right. The remedies herein provided are cumulative and not exclusive ofany remedies provided by law.          SECTION 14. Indemnification. (a) Without limitation on any other obligations of theStandby Purchaser or remedies of the Trustee under this Agreement, the Standby Purchaser shall, tothe fullest extent permitted by law, indemnify, defend and save and hold harmless the Trustee andits officers, directors, employees, agents and advisors (each, an “Indemnified Party”) fromand against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses(including, without limitation, reasonable fees and expenses of counsel) that may be incurred by orasserted or awarded against any Indemnified Party in connection with or as aresult of any failure of any Purchase Obligation to be the legal, valid and bindingobligations of the Standby Purchaser enforceable against it in accordance with their terms.          (b) The Standby Purchaser hereby also agrees that none of the Indemnified Parties shall haveany liability (whether direct or indirect, in contract, tort or otherwise) to the Standby Purchaseror any of its Affiliates or any of their respective officers, directors, employees, agents andadvisors, and the Standby Purchaser hereby agrees not to assert any claim against any IndemnifiedParty on any theory of liability, for special, indirect, consequential or punitive damages arisingout of or otherwise relating to the Transaction Documents or any of the transactions contemplatedby the Transaction Documents.          (c) Without prejudice to the survival of any of the other agreements of the Standby Purchaserunder this Agreement or any of the other Transaction Documents, the agreements and obligations ofthe Standby Purchaser contained in Sections 2 and 3 (with respect to the payment of all otheramounts owed under the Indenture), Section 9 and this Section 14 shall survive the payment in fullof the Purchase Obligations and all of the other amounts payable under this agreement.
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          SECTION 15. Subordination. To the extent that the Standby Purchaser is required tomake any payment hereunder, the Standby Purchaser hereby subordinates any and all debts,liabilities and other obligations owed by the Issuer to the Standby Purchaser (the“Subordinated Obligations”) to the Purchase Obligations and agrees that it shall notrequire the Issuer to make any payments in respect thereof to the extent and in the mannerhereinafter set forth in this Section 15:          (a) Prohibited Payments, Etc. Except during the continuance of a Default or Event ofDefault (including the commencement and continuation of any proceeding under any applicablebankruptcy, insolvency, receivership or similar law now or hereafter in effect relating to theIssuer (each such law, a “Bankruptcy Law”)), the Standby Purchaser may receive any paymentsfrom the Issuer on account of the Subordinated Obligations. After the occurrence and during thecontinuance of any Default (including the commencement and continuation of any proceeding under anyBankruptcy Law relating to the Issuer), however, unless the Trustee otherwise agrees, the StandbyPurchaser shall not demand, accept or take any action to collect any payment on account of theSubordinated Obligations.          (b) Prior Payment of Purchase Obligations. In any proceeding under any Bankruptcy Lawrelating to the Issuer, the Standby Purchaser agrees that the Trustee, on behalf of theNoteholders, shall be entitled to receive payment in full in cash of all Purchase Obligations(including all interest and expenses accruing after the commencement of a proceeding under anyBankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post PetitionInterest”)) before the Standby Purchaser receives payment of any Subordinated Obligations.          (c) Turn-Over. After the occurrence and during the continuance of any Default(including the commencement and continuation of any proceeding under any BankruptcyLaw relating to the Issuer), the Standby Purchaser shall, if the Trustee, on behalf of theNoteholders, so requests, collect, enforce and receive payments on account of the SubordinatedObligations as trustee for the Trustee and deliver such payments to the Trustee, on behalf of theNoteholders, on account of the Purchase Obligations (including all Post Petition Interest),together with any necessary endorsements or other instruments of transfer, but without reducing oraffecting in any manner the liability of the Standby Purchaser under the other provisions of thisAgreement.          (d) Trustee Authorization. After the occurrence and during the continuance of anyDefault (including the commencement and continuation of any proceeding under any Bankruptcy Lawrelating to any of the Issuer, any Material Subsidiary thereof or any Material Subsidiary of theStandby Purchaser), the Trustee, at the direction of the Noteholders or otherwise, is authorizedand empowered (but without any obligation to so do), in its discretion, (i) in the name of theStandby Purchaser, to collect and enforce, and to submit claims in respect of, SubordinatedObligations and to apply any amounts received thereon to the Purchase Obligations (including anyand all Post Petition Interest), and (ii) to require the Standby Purchaser (A) to collect andenforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amountsreceived on such obligations to the Trustee for application to the Purchase Obligations (includingany and all Post Petition Interest).
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          SECTION 16. Continuing Agreement; Assignment of Rights Under the Indenture and theNotes. This Agreement is a continuing Purchase Obligation and shall (a) remain in full forceand effect until the later of (i) the repayment in full by the Issuer of all amounts due and owingunder the Indenture with respect to the Notes and (ii) the repayment in full of all PurchaseObligations and all other amounts payable under this Agreement, (b) be binding upon the StandbyPurchaser, its successors and assigns and (c) inure to the benefit of and be enforceable by theTrustee, on behalf of Noteholders, and their successors, transferees and assigns. Without limitingthe generality of clause (c) of the immediately preceding sentence, any Noteholder may assign orotherwise transfer all or any portion of its rights and obligations under the Indenture (including,without limitation, the Note or Notes held by it) to any other person or entity (subject to therights of the Standby Purchaser hereunder in respect of any Partial Non-Payment Amount WithInterest or Total Non-Payment Amount With Interest as provided herein), and such other person orentity shall thereupon become vested with all the benefits in respect thereof granted to suchNoteholder herein or otherwise, in each case as and to the extent provided in the Indenture. TheStandby Purchaser shall not have the right to assign its rights hereunder or any interest hereinwithout the prior written consent of all of the Noteholders.          SECTION 17. Currency Rate Indemnity. (a) The Standby Purchaser shall (to the extentlawful) indemnify the Trustee and the Noteholders and keep them indemnified against:     (i) in the case of nonpayment by the Standby Purchaser of any amount due to theTrustee, on behalf of the Noteholders, under this Agreement any loss or damage incurred byany of them arising by reason of any variation between the rates of exchangeused for the purposes of calculating the amount due under a judgment or order in respectthereof and those prevailing at the date of actual payment by the Standby Purchaser; and     (ii) any deficiency arising or resulting from any variation in rates of exchangebetween (a) the date as of which the local currency equivalent of the amounts due orcontingently due under this Agreement or in respect of the Notes is calculated for thepurposes of any bankruptcy, insolvency or liquidation of the Standby Purchaser, and (b) thefinal date for ascertaining the amount of claims in such bankruptcy, insolvency orliquidation. The amount of such deficiency shall be deemed not to be increased or reducedby any variation in rates of exchange occurring between the said final date and the date ofany bankruptcy, insolvency or liquidation or any distribution of assets in connectiontherewith.          (b) The Standby Purchaser agrees that, if a judgment or order given or made by any court forthe payment of any amount in respect of its Purchase Obligation hereunder is expressed in acurrency (the “Judgment Currency”) other than U.S. dollars (the “DenominationCurrency”), it will indemnify the relevant holder against any deficiency arising or resultingfrom any variation in rates of exchange between the date at which the amount in the DenominationCurrency is notionally converted into the amount in the Judgment Currency for the purposes of suchjudgment or order and the date of actual payment thereof.          (c) The above indemnities shall constitute separate and independent obligations of the StandbyPurchaser from its obligations hereunder, will give rise to separate and independent causes ofaction, will apply irrespective of any indulgence granted from time to
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time and will continue infull force and effect notwithstanding any judgment or the filing of any proof or proofs in anybankruptcy, insolvency or liquidation of the Standby Purchaser for a liquidated sum or sums inrespect of amounts due under this Agreement, or under the Indenture or the Notes or under anyjudgment or order.          SECTION 18. Governing Law; Jurisdiction; Waiver of Immunity, Etc. (a) This Agreementshall be governed by, and construed in accordance with, the laws of the State of New York.          (b) The Standby Purchaser hereby irrevocably and unconditionally submits, for itself and itsproperty, to the nonexclusive jurisdiction of any New York State court or federal court of theUnited States of America sitting in New York City, and any appellate court from any thereof, in anyaction or proceeding arising out of or relating to this Agreement or any of the other TransactionDocuments to which it is or is to be a party, or for recognition or enforcement of any judgment,and the Standby Purchaser hereby irrevocably and unconditionally agrees that all claims in respectof any such action or proceeding may be heard and determined in any such New York State court or,to the extent permitted by law, in such federal court. The Standby Purchaser agrees that a finaljudgment in any such action or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided by law. Nothing in thisAgreement or any other Transaction Document shall affect any right thatany party may otherwise have to bring any action or proceeding relating to this Agreement orany other Transaction Document in the courts of any jurisdiction.          (c) The Standby Purchaser hereby irrevocably appoints and empowers the New York office ofPetróleo Brasileiro S.A., located at 570 Lexington Avenue, 43rd Floor, New York, New York 10022 asits authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalfand on behalf of its property service of any and all legal process, summons, notices and documentswhich may be served in any such suit, action or proceedings in any New York State court or UnitedStates federal court sitting in the State of New York in the Borough of Manhattan and any appellatecourt from any thereof, which service may be made on such designee, appointee and agent inaccordance with legal procedures prescribed for such courts. The Standby Purchaser will take anyand all action necessary to continue such designation in full force and effect and to advise theTrustee of any change of address of such Process Agent and should such Process Agent becomeunavailable for this purpose for any reason, the Standby Purchaser will promptly and irrevocablydesignate a new Process Agent within New York, New York, which will agree to act as such, with thepowers and for the purposes specified in this subsection (c). The Standby Purchaser irrevocablyconsents and agrees to the service of any and all legal process, summons, notices and documents outof any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it atits address set forth in Section 12 or to any other address of which it shall have given noticepursuant to Section 12 or to its Process Agent. Service upon the Standby Purchaser or the ProcessAgent as provided for herein will, to the fullest extent permitted by law, constitute valid andeffective personal service upon it and the failure of the Process Agent to give any notice of suchservice to the Standby Purchaser shall not impair or affect in any way the validity of such serviceor any judgment rendered in any action or proceeding based thereon.
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          (d) The Standby Purchaser irrevocably and unconditionally waives, to the fullest extent it maylegally and effectively do so, any objection that it may now or hereafter have to the laying ofvenue of any suit, action or proceeding arising out of or relating to this Agreement or any of theother Transaction Documents to which it is or is to be a party in any New York State or federalcourt. The Standby Purchaser hereby irrevocably waives, to the fullest extent permitted by law,the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in anysuch court.          (e) THE STANDBY PURCHASER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF ORRELATING TO ANY OF THE TRANSACTION DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY NOTEHOLDER IN THENEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.          (f) This Agreement and any other documents delivered pursuant hereto, and any actions takenhereunder, constitute commercial acts by the Standby Purchaser. The Standby Purchaser irrevocablyand unconditionally and to the fullest extent permitted by law, waives, and agrees not to plead orclaim, any immunity from jurisdiction of any court or from any legal process (whether throughservice of notice, attachment prior to judgment, attachment in aid of execution, execution orotherwise) for itself, the Issuer or any of their property, assets orrevenues wherever located with respect to its obligations, liabilities or any other matterunder or arising out of or in connection with this Agreement or any document delivered pursuanthereto, in each case for the benefit of each assigns, it being intended that the foregoing waiverand agreement will be effective, irrevocable and not subject to withdrawal in any and alljurisdictions, and, without limiting the generality of the foregoing, agrees that the waivers setforth in this subsection (f) shall have the fullest scope permitted under the United States ForeignSovereign Immunities Act of 1976 and are intended to be irrevocable for the purposes of such act.          SECTION 19. Execution in Counterparts. This Agreement and each amendment, waiver andconsent with respect hereto may be executed in any number of counterparts and by different partiesthereto in separate counterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute one and the same agreement. Delivery of anexecuted counterpart of a signature page to this Agreement by telecopier shall be effective asdelivery of an original executed counterpart of this Agreement.          SECTION 20. Pledge of Interests. (a) The Standby Purchaser hereby pledges to theTrustee (for the benefit of the Noteholders) and grants a continuing security interest in, all ofits interest (if any) in (a) the Payment Account, (b) all funds from time to time on deposit in thePayment Account, (c) all interest, dividends, distributions, cash, instruments and other propertyfrom time to time received, receivable or on deposit in the Payment Account, and (d) all proceedsof any of the foregoing (together, the “Collateral”). The Standby Purchaser agrees to takeall such action as is required by applicable Law or as the Trustee may require, includingdelivering Opinions of Counsel in form and substance acceptable to the Trustee, as to the grant andperfection of the foregoing security interests.
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          (b) The security interest granted in the Collateral, shall secure the payment of allobligations of the Standby Purchaser now or hereafter existing under the Transaction Documents,whether direct or indirect, absolute or contingent, and whether for principal, reimbursementobligations, interest, fees, premiums, penalties, indemnifications, contract causes of action,costs, expenses or otherwise. The Standby Purchaser represents and warrants that it has notheretofore pledged, conveyed, granted a lien on, or security interest in, or otherwise encumberedany of the Collateral in favor of any Person under U.S., Cayman, Brazilian or other Law.          SECTION 21. Entire Agreement. This Agreement, together with the Indenture and theNotes, sets forth the entire agreement of the parties hereto with respect to the subject matterhereof.
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          IN WITNESS WHEREOF, the Standby Purchaser has caused this Agreement to be duly executed anddelivered by its officer thereunto duly authorized as of the date first above written.       PETRÓLEO BRASILEIRO S.A.—PETROBRAS       By:      /s/ Theodore Helms       Name: Theodore Helms  Title: General Manager – New York Office, Petrobras       WITNESSES:        1.      /s/ David Flechner         Name: David Flechner        2.      /s/ Iris Castellano         Name: Iris Castellano*Standby Purchase Agreement*
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     STATE OF NEW YORK )    ) ss:COUNTY OF NEW YORK )       On this 6th day of October, 2006, before me personally came Theodore Helms, to me known, who,being by me duly sworn, did depose and say that he is the General Manager – New York Office ofPetróleo Brasileiro S.A. – Petrobras, a corporation described in and which executed the foregoinginstrument and acknowledges said instrument to be the free act and deed of said entity.     On this 6th day of October, 2006, before me personally came David Flechner and Iris Castellanoto me personally known, who being by me sworn, did depose and say that they signed their names tothe foregoing instrument as witnesses.[Notarial Seal]       /s/ Valery Federici     Notary Public    COMMISSION EXPIRES 2010         Valery Federici    Notary Public, State of New York    No. 01FE6147246    Qualified in New York County    Commission Expires May 30, 2010  
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     ACKNOWLEDGED:       THE BANK OF NEW YORK, as Trustee and not  in its individual capacity       By:      /s/ Natalie Pesce     Name: Natalie Pesce    Title: Vice President       WITNESSES:       1.      /s/ Rouba F. Farah     Name: Rouba F. Farah       2.      /s/ Ritu Khanna     Name: Ritu Khanna  
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       STATE OF NEW YORK  )      )  ss:COUNTY OF NEW YORK  )        On this 6th day of October, 2006, before me personally came Natalie Pesce, to me known, who,being by me duly sworn, did depose and say that she is the Vice President of THE BANK OF NEW YORKdescribed in and which executed the foregoing instrument and acknowledges said instrument to be thefree act and deed of said entity.     On this 6th day of October, 2006, before me personally came Rouba Farah and Ritu Khanna to mepersonally known, who being by me sworn, did depose and say that they signed their names to theforegoing instrument as witnesses.[Notarial Seal]       /s/ N. Oni Perinchief     Notary Public    COMMISSION EXPIRES         N. Oni Perinchief    Notary Public    State of New York    License No. 01PE6086407    Expires Jan 21, 2007  
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EXHIBIT AFORM OF PARTIAL NON-PAYMENT NOTICE[Date]VIA FACSIMILEPetróleo Brasileiro S.A. — Petrobras