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EX-10

12

dex10.txt

RECEIVABLES PURCHASE AGREEMENT





EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT

by and among

PETROBRAS FINANCE LTD.

and

PETROLEO BRASILEIRO S.A. - PETROBRAS

and

U.S. BANK, NATIONAL ASSOCIATION, CAYMAN ISLANDS BRANCH,

solely in its capacity as trustee of the

PF EXPORT RECEIVABLES MASTER TRUST



dated December 21, 2001



TABLE OF CONTENTS

----------------



Page

---



ARTICLE I DEFINITIONS,

CONSTRUCTION....................................................1

1.01

Definitions...................................................................1

1.02

Construction.................................................................15

ARTICLE II PURCHASE AND

SALE..........................................................16

2.01 Sale and Purchase of Rights to

Receivables...................................16

2.02 Designation of Receivables for

Sale..........................................16



2.03 Future Purchases of Rights to Qualified

Receivables..........................18

2.04 Sale of Purchased

Receivables................................................18

2.05 Certain Understandings Regarding the Purchased

Receivables...................19

ARTICLE III REPRESENTATIONS, WARRANTIES AND

AGREEMENTS................................19

3.01 Representations and Warranties Relating to

Receivables.......................19

3.02 Representations and Warranties Relating to Specified Buyers and Notice

and

Consents.................................................................21

3.03 General Representations and

Warranties.......................................22

3.04 Representations and Warranties of

Petrobras..................................25

ARTICLE IV

COVENANTS..................................................................25

4.01 Covenants and Agreements of Petrobras

Finance................................25

4.02 Covenants and Agreements of

Petrobras........................................33

ARTICLE V REPURCHASE OF RECEIVABLES, TERMINATION EVENTS,

ACCUMULATION EVENTS AND ACCELERATION

EVENTS..................................33

5.01 Optional Repurchase of

Receivables...........................................33

5.02 Accumulation Events; Reserve

Account.........................................35

5.03 Acceleration

Events..........................................................36

5.04 Petrobras Finance

Defaults...................................................36

5.05 Effect of a Petrobras Finance Default or Other Termination

Event.............37

5.06 Disputed

Receivables.........................................................38

5.07

Adjustments..................................................................39

ARTICLE VI ADDITION OF SPECIFIED

BUYERS...............................................39

6.01 Addition and Other

Modification..............................................39

6.02 Effect of Addition or Other

Modification.....................................39

ARTICLE VII PETROBRAS PERFORMANCE

GUARANTY............................................39

7.01

Guaranty.....................................................................39

ARTICLE VIII

MISCELLANEOUS............................................................40

8.01

Reimbursement................................................................40

8.02 Rights Confined to

Parties...................................................40

8.03 Amendment or Waiver: Remedies

Cumulative.....................................40

8.04 Binding Upon



Assigns.........................................................41



-i







8.05

Waiver of Immunity; Submission to Jurisdiction; Agent...................41

8.06

Notices.................................................................42

8.07

Severability............................................................43

8.08

Governing Law...........................................................44

8.09

Use of English Language.................................................44

8.10

Judgment Currency.......................................................44

8.11

Counterparts............................................................44

8.12

Survival of Representations and Warranties..............................44

8.13

Certain Indemnities.....................................................44

8.14

Payments................................................................45

8.15

Liability of Trustee....................................................45

8.16

No Petition.............................................................46

8.17

Limited Recourse........................................................46



ANNEXES

ANNEX A

ANNEX B

ANNEX C

ANNEX D



Scheduled Offtaker Receivables

Scheduled Additional Purchased Receivables

Scheduled Junior Certificate Payments

Definitions of Bunker Fuel and Fuel Oil



EXHIBITS

EXHIBIT A-1

EXHIBIT A-2

EXHIBIT A-3

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E



FORM OF NOTICE AND CONSENT FOR SPECIFIED BUYERS OF

PETROBRAS FINANCE AND AFFILIATES IN THE U.S.

FORM OF NOTICE AND CONSENT FOR SPECIFIED BUYERS OF

PETROBRAS FINANCE AND AFFILIATES OUTSIDE THE U.S.

FORM OF NOTICE AND CONSENT FOR SPECIFIED BUYERS

OF U.S. SELLER

FORM OF BUYER MODIFICATION NOTICE

INITIAL SPECIFIED BUYERS

FORM OF BUYER INSTRUCTION

FORM OF GUARANTEE

-ii-





RECEIVABLES PURCHASE AGREEMENT dated December 21, 2001 (this

"Agreement") among Petrobras Finance Ltd., an exempted company incorporated with

limited liability organized and existing under the laws of the Cayman Islands

(together with its successors and assigns, "Petrobras Finance"), Petroleo

Brasileiro S.A. - PETROBRAS, a mixed capital company organized and existing

under the laws of Brazil ("Petrobras"), and U.S. Bank, National Association,

Cayman Islands Branch, acting solely as trustee on behalf of PF Export

Receivables Master Trust, a trust established and existing under the laws of the

Cayman Islands (together with its successors and assigns in such capacity, the

"Trustee"). Unless the context otherwise requires, all defined terms used herein

shall have the meaning given thereto in Article I.

W I T N E S S E T H:

WHEREAS, Petrobras Finance and Petrobras have entered into the

Prepayment Agreement and the Master Export Contract pursuant to which Petrobras



has agreed to Sell, and Petrobras Finance has agreed to purchase, from time to

time specified amounts of Eligible Products.

WHEREAS, Petrobras Finance may from time to time purchase Eligible

Products from Petrobras or Affiliates of Petrobras.

WHEREAS, Petrobras Finance shall, from time to time, Sell Eligible

Products to Buyers, Generating Receivables from such Buyers.

WHEREAS, pursuant to the terms hereof, Petrobras Finance wishes to

Sell, convey and transfer without recourse (except as expressly provided herein)

to the Trustee on the Closing Date all of its present and future right, title

and interest in, to and under certain Receivables, as specified herein, and may

from time to time Sell to the Trustee its present and future right, title and

interest in, to an under other Receivables.

WHEREAS, pursuant to the Amended and Restated Trust Deed dated December

21, 2001 (the "Trust Deed") by and among the Trustee, PIFCo (as defined herein),

as Servicer and Citibank, N.A., as Registrar, Paying Agent, Transfer Agent and

Depositary Bank, the Trustee has issued the Senior Trust Certificates and the

Junior Trust Certificates.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual

covenants and promises herein contained and other consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as

follows:

ARTICLE I

DEFINITIONS, CONSTRUCTION

1.01 Definitions. The following terms (except as otherwise expressly

provided or unless the context otherwise requires) for all purposes of this

Agreement shall have the respective meanings hereinafter specified; provided,

that capitalized terms used but not otherwise defined herein shall have the

meanings assigned to them in the Trust Deed.

Receivables Purchase Agreement



-2"Acceleration Event" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Acceptable Letter of Credit" shall have the meaning assigned to such

term in Annex A of the Trust Deed.

"Accumulation Event" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Additional Amounts" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Additional Purchased Receivables" shall have the meaning set forth in

Section 2.01(a).

"Adjustment Amount" shall mean, with respect to any Receivable, any

reductions or other adjustments to the amount of such Receivable as shown on the

face of the Initial Invoice relating thereto made by Petrobras Finance upon, or

prior to, the Generation of such Receivable.

"Administrative Services Agreement" shall mean the agreement dated

December 21, 2001 between Petrobras Finance and Petrobras pursuant to which



Petrobras shall agree, among other things, to act as delivery and sales agent on

behalf of Petrobras Finance and its successors in interest for the delivery and

sale of Eligible Products to the Buyers.

"Affiliate" shall mean, with respect to any Person, any other Person

directly or indirectly controlling or controlled by, or under direct or indirect

common control with, such specified Person. For the purposes of this definition,

"control" shall mean the power to direct management and policies, whether

through the ownership of voting securities, by contract or otherwise.

"Agreement" shall mean this Agreement, as the same may be amended,

modified or supplemented from time to time pursuant to Section 8.03.

"Ambac" shall have the meaning assigned to such term in Annex A of the

Trust Deed.

"Authorized Officer" shall mean (a) as to Petrobras, the Person or

Persons authorized to act on behalf of Petrobras by its chief executive officer,

president, chief operating officer, chief financial officer or any vice

president or its board of directors or any other governing body of Petrobras,

(b) as to Petrobras Finance, any director, the president, any vice president or

the secretary, and (c) as to the Trustee, any director, the president, any vice

president or the secretary, any officer assigned to the Corporate Trust Division

(or any successor thereto), including any Vice President, Assistant Vice

President, any Assistant Secretary, any trust officer or any other officer of

the Trustee customarily performing functions similar to those performed by any

of the above designated officers, in each case having direct responsibility for

the administration of the transactions described herein and in the other

Transaction Documents or, in each case, any other officer designated by any such

party from time to time in an officer's certificate.

Receivables Purchase Agreement



-3"Bankruptcy Event" shall mean with respect to:

(a) the Trustee in its capacity as Trustee of the Trust, the

occurrence of any of the following events:

(i) (A) the Trustee applies for or consents to the

appointment of, or the taking of possession by, a receiver,

custodian, trustee, liquidator or administrator of itself or of

all or a substantial part of the Trust Property, (B) the Trustee

in relation to the Trust Property is generally unable to pay its

debts as such debts become due, (C) the Trustee makes a general

assignment for the benefit of its creditors, (D) the Trustee

commences a voluntary case under the U.S. Bankruptcy Code (as now

or hereafter in effect) or any similar provisions of the laws of

the Cayman Islands in relation to the Trust Property, (E) the

Trustee files a petition seeking to take advantage of any other

law providing for the relief of debtors in relation to the Trust

Property, (F) the Trustee commences or takes any action to

facilitate a winding-up or liquidation of the Trust Property, (G)

the Trustee fails to controvert in a timely or appropriate

manner, or acquiesces in writing to, any petition filed against

the Trust in an involuntary case under the U.S. Bankruptcy Code

or any similar provisions of the laws of the Cayman Islands, (H)

the Trustee takes any action under the laws of its jurisdiction

of incorporation (or any other jurisdiction) in relation to the

Trust Property analogous to any of the foregoing, or (I) the

Trustee takes any corporate action for the purpose of effecting

any of the foregoing; or



(ii) a proceeding or case shall be commenced, without the

application or consent of the Trustee in any court of competent

jurisdiction, seeking (A) the liquidation, reorganization,

dissolution, winding-up, or composition or readjustment of the

Trust's debts or the Trust's assets (including the Trust

Property), (B) the appointment of a trustee, receiver, custodian,

liquidator, administrator or the like of the Trust or of all or

any substantial part of the Trust Property, or (C) similar relief

in respect of the Trust, under any law providing for the relief

of debtors and such proceeding or case shall continue

undismissed, or unstayed and in effect, for a period of 45 days;

or an order for relief shall be entered in an involuntary case

under the U.S. Bankruptcy Code against the Trustee; or action

under the laws of the jurisdiction of incorporation of the Trust

(or any other jurisdiction) analogous to any of the foregoing

shall be taken with respect to the Trustee and shall continue

unstayed and in effect for any period of 45 consecutive days; and

(b) Petrobras Finance, Petrobras and any Specified Buyer, the

occurrence of any of the following events:

(i) any Person or entity (including any receiver, manager,

administrator, statutory manager, fiduciary or other similar

official) is appointed, or any Person commences any action to

appoint any of the same, which action is not acquiesced in or to

or is not discharged or stayed within 30 days of its

commencement, with respect to any of the whole or any material

part of the

Receivables Purchase Agreement



-4undertaking, property, assets or revenues of such party (and, in

the case of Petrobras, also any Material Subsidiary thereof);

(ii) any Person who holds a Lien on any material part of

the undertaking, property, assets or revenues of such party (and,

in the case of Petrobras, also any Material Subsidiary thereof)

shall take any action to enforce such interest, except the

Trustee;

(iii) such party (and, in the case of Petrobras, also any

Material Subsidiary thereof) stops payment of, or is generally

unable to pay, its debts as and when they become due or such

party (and, in the case of Petrobras, also any Material

Subsidiary thereof) ceases or threatens to cease to carry on its

business except (A) a winding-up, dissolution or liquidation for

the purpose of and followed by a consolidation, merger,

conveyance or transfer (or in the case of Petrobras, a Material

Subsidiary thereof, whereby the undertaking, business and assets

of such Material Subsidiary are transferred to or otherwise

vested in Petrobras) or the terms of which shall have been

approved by a unanimous vote of the Controlling Party of each

Series of the Senior Trust Certificates; or (B) in respect of

Petrobras, a voluntary winding-up, dissolution or liquidation of

a Material Subsidiary where there are surplus assets in such

Material Subsidiary, and such surplus assets are paid to such

party and/or any such Material Subsidiary thereof;

(iv) proceedings are initiated against such party (and, in

the case of Petrobras, also any Material Subsidiary thereof)



under any applicable bankruptcy, reorganization, insolvency,

moratorium or intervention law or law with similar effect

(including a "falencia" or "concordata" under Brazilian Law), or

under any other law for the relief of, or relating to, debtors,

and any such proceeding is not dismissed or stayed within 90 days

after the initiation of such proceeding, or an administrator,

receiver, trustee, intervener or assignee for the benefit of

creditors (or other similar official) is appointed to take

possession or control of part or all of the undertaking,

property, revenues or assets of such party (and, in the case of

Petrobras, also any Material Subsidiary thereof);

(v) such party (and, in the case of Petrobras, also any

Material Subsidiary thereof) initiates or consents to proceedings

relating to it under any applicable bankruptcy, reorganization,

insolvency, moratorium or intervention law or law with similar

effect, or under any other law for the relief of, or relating to,

debtors, or makes or enters into a conveyance, assignment,

arrangement or composition with or for the benefit of its

creditors, or appoints or applies for the appointment of an

administrator, receiver, trustee, intervener or assignee for the

benefit of creditors (or other similar official) to take

possession or control of the whole or any material part of its

undertaking, property, revenues or assets, or takes any

proceeding under any law for a readjustment or deferment of its

indebtedness or any part of it; or

Receivables Purchase Agreement



-5(vi) either (A) an order is made or an effective resolution

passed for the winding-up, dissolution or liquidation of such

party (and, in the case of Petrobras, also any Material

Subsidiary thereof), including a judicial order declaring or

granting a "falencia" or "concordata" under Brazilian Law, or (B)

such party (and, in the case of Petrobras, also any Material

Subsidiary thereof) ceases or threatens to cease to carry on all

or a material part of its businesses or operations (other than,

in the case of both (A) and (B) in the circumstances referred to

as exceptions in paragraph (iii) above).

"Brazil" shall mean the Federative Republic of Brazil.

"Bunker Fuel" has the meaning assigned to such term in Annex D.

"Business Day" shall mean a day that is not a day on which banking

institutions in New York, New York, London, England or the Cayman Islands, as

applicable, are authorized or required by law or regulation to remain closed.

"Buyer Modification Date" shall have the meaning provided in Section

6.01.

"Buyer Modification Notice" shall have the meaning provided in Section

6.01.

"Buyers" shall mean Specified Buyers and other buyers of Eligible

Products from Petrobras Finance or the U.S. Seller.

"Cayman Islands" shall mean the British Dependent Territory of the

Cayman Islands.

"Certificate Holders" shall mean, collectively, the holders of Senior



Trust Certificates and Junior Trust Certificates.

"Certified English Translation" shall mean, with respect to any

certificate, report, notice or other document furnished by Petrobras Finance or

Petrobras in a language other than English, an English translation of such

certificate, report, notice or other document certified by an Authorized Officer

of Petrobras Finance as being a translation that is accurate and complete in all

material respects.

"Closing Date" shall have the meaning assigned to such term in Annex A

of the Trust Deed.

"Collection Account" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Collections" shall mean amounts paid in respect of Receivables by any

obligor together with all amounts received in respect of the Related Property,

in the form of cash, checks, wire transfers and any other form of cash payment.

"Commercial Contracts" shall mean collectively, this Agreement, the

Master Export Contract, the Prepayment Agreement, the Offtake Contract, the

Product Sale Agreement, the

Receivables Purchase Agreement



-6Administrative Services Agreement, the Servicing Agreement and the Notice and

Consents (including any Trustee notices delivered to the Specified Buyers).

"Controlling Party" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Current Adjustment" shall mean, with respect to any Initial Invoice

giving rise to a Receivable in respect of a Sale by Petrobras Finance of

Eligible Products to any Buyer, any credit memorandum or any other setoff,

counterclaim, dispute, defense, right of rescission, reduction or other form of

negative adjustment (other than (a) any Adjustment Amount resulting from a

credit granted to the Buyer at or prior to the time such Receivable is Generated

or (b) any such adjustment which may not be deducted or set off from the amount

payable by such Buyer with respect to such Receivable but either (i) entitles

such Buyer to an Adjustment Amount with respect to a future Sale by Petrobras of

Eligible Products to such Buyer or (ii) is to be paid directly to such Buyer by

the Servicer or an Affiliate of Petrobras Finance without any right of

reimbursement or contribution by Petrobras Finance or against such Receivable).

"Default Interest" shall mean any late payment or default interest or

finance charges assessed against or payable by any Buyer for failure to pay the

full Net Invoice Amount of any Receivable on or prior to the due date thereof.

"Defaulted Receivable" shall mean a Purchased Receivable the Net

Invoice Amount of which (as adjusted as permitted under this Agreement) or any

part thereof that has not been paid on or before the date which is 180 days

after the last day on which such Receivable or part thereof is payable in

accordance with its original stated term or, if earlier, the date such

Receivable or part thereof is otherwise written off by the Servicer as

uncollectable in accordance with its customary practices.

"Delinquent Receivable" shall mean a Receivable the Net Invoice Amount

of which (as adjusted as permitted hereunder) has not been paid on or before the

date which is 30 days after the last day on which such Receivable is payable in

accordance with its original stated term. Notwithstanding anything herein or in

any other Transaction Document to the contrary, a Receivable evidenced by an



invoice payable "at sight" shall, solely for the purpose of this definition of

Delinquent Receivable, be deemed payable on the date which is 30 days after the

date of such invoice.

"Depositary Agreement" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Dollars" or "$" or "U.S.$" or "U.S. Dollars" shall mean the lawful

currency of the United States of America.

"Eligible Investments" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Eligible Products" shall mean Heavy Fuel Oil and, in certain

circumstances and subject to certain terms and conditions set forth in Section

2.06 of the Master Export Contract, other oil products, including gasoline and

crude oil. No Sale of such other oil products shall be deemed to

Receivables Purchase Agreement



-7be made to Specified Buyers until the Notice and Consent to which the relevant

Specified Buyer is a party has been executed or amended to include such other

oil products as Eligible Products thereunder.

"Enhancers" shall mean, collectively, XLCA, MBIA, and Ambac as issuers

of the Financial Guaranty Insurance Policies covering Series A-1 and A-2 Senior

Trust Certificates, Series B Senior Trust Certificates and Series C Senior Trust

Certificates, respectively, and any other issuers of Financial Guaranty

Insurance Policies issued in respect of any additional Series of Senior Trust

Certificates.

"Final Scheduled Principal Payment Date" shall have the meaning

assigned to such term in Annex A of the Trust Deed.

"Financial Guaranty Insurance Policy" shall mean an insurance policy

providing a full financial guarantee of one or more Series of the Senior Trust

Certificates.

"Fuel Oil" shall have the meaning assigned to such term in Annex D.

"Generation" shall mean, with respect to any Receivable of a Buyer, the

act and moment on which such Receivable first becomes an obligation of such

Buyer to pay Petrobras Finance, which act and moment occurs on the date of the

invoicing of the corresponding Eligible Product. "Generate" and "Generated"

shall have a correlative meaning. "Ungenerated" or "to be Generated" shall mean

a Receivable that, as of any date, has not yet been Generated.

"Guaranteed Obligations" shall have the meaning set forth in Section

7.01(a).

"Guaranty Premiums" shall mean all premiums payable under the Financial

Guaranty Insurance Policies.

"Heavy Fuel Oil" shall mean, collectively, Bunker Fuel and Fuel Oil.

"Incipient Offtaker Payment Default" shall have the meaning assigned to

such term in Annex A of the Trust Deed.

"Indemnified Cost" shall have the meaning assigned to such term in

Annex A of the Trust Deed.



"Indemnified Taxes" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Initial Invoice" shall mean with respect to any Sale of Eligible

Products to a Buyer by Petrobras Finance, the initial invoice rendered to such

Buyer by or on behalf of Petrobras Finance with respect to such Sale, regardless

of whether such invoice is characterized as "provisional" or "final".

"Investment Grade Rating" shall have the meaning assigned to such term

in Annex A of the Trust Deed.

Receivables Purchase Agreement



-8"Junior Certificate Interest" shall have the meaning assigned to such

term in Annex A of the Trust Deed.

"Junior Trust Certificates" shall mean the Junior Trust Certificates

representing the junior subordinated beneficial interests in the property of the

Trust issued from time to time pursuant to the Trust Deed.

"Lien" shall mean any mortgage, pledge, security interest, assignment,

encumbrance, lien or charge or any similar agreement of any kind (including any

agreement to give any of the foregoing, or any conditional sale or other title

retention agreement having substantially the same economic effect as any of the

foregoing).

"Master Export Contract" shall mean the contract dated December 21,

2001 entered into between Petrobras and Petrobras Finance pursuant to which

Petrobras agrees, among other things, to Sell Eligible Products to Petrobras

Finance over a term equal to that of the Senior Trust Certificates.

"Material Adverse Effect" shall mean any event, circumstance,

occurrence or condition which has caused, as of any date of determination, a

material and adverse effect on (a) the business, assets or financial condition

of the Trustee, Petrobras Finance, the U.S. Seller, the Servicer or Petrobras,

as the case may be, (b) the ability of the Trustee, Petrobras Finance, the U.S.

Seller, the Servicer or Petrobras, as the case may be, to perform its material

obligations under the Transaction Documents to which such Person is a party, (c)

the validity or enforceability of any of the Transaction Documents or the

ability of the Senior Certificate Holders, the Enhancers, the Trustee or

Petrobras Finance to enforce any of their rights or remedies thereunder or (d)

the validity, priority or enforceability of the interests created or purportedly

created pursuant to the Senior Trust Certificate Documents or (e) the Generation

or collectibility of Purchased Receivables, taken as a whole.

"Material Subsidiary" shall mean a subsidiary of Petrobras with total

assets of more than U.S.$100,000,000 (or its equivalent in another currency), as

reflected in the most recent consolidated financial statements of Petrobras.

"Maximum Scheduled Senior Payment Amount" shall have the meaning

assigned to such term in Annex A of the Trust Deed.

"MBIA" shall have the meaning assigned to such term in Annex A of the

Trust Deed.

"Monthly Delivery Period" means the first twenty-one (21) days of each

Monthly Period; provided that in each Monthly Period ending on a day before a

Payment Date, the Monthly Delivery Period shall be the first eighteen (18) days

of such Monthly Period.

"Monthly Payment Date" means the twenty-fifth (25/th/) day of each



Monthly Period (or, in the case of the first Monthly Period, January 25, 2002)

and if such day is not a Business Day in New York, New York, the next succeeding

Business Day in that city.

Receivables Purchase Agreement



-9"Monthly Period" means the period beginning on the Closing Date and

ending on February 1, 2002 and thereafter each period beginning on the first day

of each calendar month and ending on the last day of such calendar month.

"Net Invoice Amount" shall mean, with respect to any Receivable of a

Buyer, the amount set forth on the face of the Initial Invoice with respect to

the Eligible Product Sold to such Buyer that Generated such Receivable as the

amount payable by such Buyer with respect to such Sale (after giving effect to

any Adjustment Amount shown on the face of such invoice).

"Notice and Consent" shall mean, with respect to each Specified Buyer,

the Notice and Consent among such Specified Buyer and Petrobras, Petrobras

Finance and the U.S. Seller, as applicable, and the Trustee in substantially the

form of Exhibit A-1, A-2 or A-3 hereto, as applicable.

"Offtake Contract" shall mean the agreement dated December 21, 2001

between Petrobras Finance and the Offtaker and in respect of any additional

issuances of Series of Senior Trust Certificates, any other offtake agreement,

pursuant to which, in each case, Petrobras Finance will agree to Sell, and the

Offtaker will agree to buy, Eligible Products and, if applicable, any hedging

arrangements entered into in connection with such other offtake agreement;

provided, however, that if a hedging arrangement is in a form other than an

offtake agreement, it must be in form and substance satisfactory to the

Enhancers.

"Offtaker" shall mean, collectively, Citibank N.A. and any other

offtaker that enters into an Offtake Contract, which offtaker (including any

counterparty entering into hedging arrangements with respect to an Offtake

Contract) is rated at least A2 by Moody's and is rated at least A by S&P.

"Offtaker Receivables" shall have the meaning set forth in Section

2.01(a).

"Optional Prepayment Price" shall have the meaning assigned to such

term in Annex A of the Trust Deed.

"PAI" shall mean Petrobras America, Inc., a subsidiary of Petrobras

that is 99.99% indirectly owned by Petrobras and is formed under the laws of the

State of Delaware.

"Paying Agent" shall have the meaning assigned to such term in Annex A

of the Trust Deed.

"Payment Date" shall mean, with respect to the Senior Trust

Certificates, each of March 1, June 1, September 1 and December 1, and with

respect to the payment of principal of, and the payment of interest on, the

Senior Trust Certificates, beginning on the respective dates set forth on each

Senior Trust Certificate of such Series.

"Person" shall mean an individual, a partnership, a joint venture, a

corporation, a trust, an unincorporated organization or a government or any

department or agency thereof.

"Petrobras" shall have the meaning set forth in the recitals hereto.



Receivables Purchase Agreement



-10"Petrobras Finance" shall have the meaning set forth in the recitals

hereto.

"Petrobras Finance Account" shall have the meaning assigned to such

term in Annex A of the Trust Deed.

"Petrobras Finance Default" shall have the meaning set forth in Section

5.04.

"PIFCo" means Petrobras International Finance Company, a wholly-owned

subsidiary of Petrobras incorporated and existing under the law of the Cayman

Islands.

"Prepaid Oil Products" shall have the meaning assigned to such term in

the Prepayment Agreement.

"Prepayment Agreement" shall mean the agreement dated as of December

21, 2001 between Petrobras Finance and Petrobras pursuant to which Petrobras

Finance agrees to pay to Petrobras the Prepayment Amount as consideration for

the sale by Petrobras to Petrobras Finance of the Prepaid Oil Products under the

Master Export Contract.

"Prepayment Amount" shall mean the amount that Petrobras Finance will

pay to Petrobras as a purchase price under the Prepayment Agreement. The

Prepayment Amount is U.S.$750,000,000.

"Prepayment Fraction" shall have the meaning set forth in Section

5.01(a).

"Process Agent" shall have the meaning set forth in Section 8.05(c).

"Product Sale Agreement" shall mean the Product Sale Agreement dated

December 21, 2001 between Petrobras Finance and the U.S. Seller, under which,

among other things, the U.S. Seller may from time to time purchase from

Petrobras Finance Eligible Products intended for resale to Buyers primarily in

the United States.

"Purchased Receivables" shall have the meaning set forth in Section

2.01(a).

"Qualified Receivable" shall mean any Receivable that (a) upon delivery

of the Initial Invoice to the Buyer, which shall occur by no later than two days

prior to the date on which such Receivable shall be due and payable, (i) shall

be denominated in U.S. Dollars, (ii) shall be the legal, valid and binding

obligation of such Buyer and in full force and effect, enforceable against such

Buyer in accordance with its terms, free and clear of any Lien other than Liens

created pursuant to the Transaction Documents, (iii) shall be an obligation to

pay a sum certain and not subject to a Current Adjustment, (iv) is created in

compliance in all material respects with, and which, at the time of the

Generation of such Receivable, does not contravene in any material respect, any

applicable Requirements of Law, (v) is the obligation of a Buyer who has

received a written instruction from Petrobras Finance or the U.S. Seller

substantially in the form of Exhibit D hereto, (vi) is not, at the time it is

created, subject to any proceedings or investigations pending or threatened that

adversely affect its payment or enforceability and (vii) is not the obligation

of a Buyer that at such time is the obligor in respect of a Delinquent

Receivable (which, solely for purposes of this definition, means a Receivable,

the Net Invoice Amount of which has not been paid on or before the date which is

fifteen days after the last day on which



Receivables Purchase Agreement



-11such Receivable is payable in accordance with its original stated term) or a

Defaulted Receivable or is otherwise subject to an event of the type described

in the definition of "Bankruptcy Event" herein and (b) is required to be paid in

full no later than thirty (30) days, or in the case of the U.S. Seller as

provided in Section 2.1(e) of the Product Sale Agreement (or any longer period

of up to 90 days that becomes the prevailing practice in the international oil

business, as indicated by a notice from the Servicer to Petrobras Finance and

the Trustee) after the date of the bill of lading or the bunker delivery receipt

with respect to the shipment to which such Receivable relates, whether or not

such Receivable is actually paid during such period; provided that, Controlling

Parties representing 100% of the aggregate principal amount of all outstanding

Senior Trust Certificates may waive any or all of the above conditions without

further action, notice or other requirement of any kind.

"Quarterly Delivery Period" shall mean (a) the period commencing on the

Closing Date and ending on the date immediately preceding the first Payment Date

and (b) thereafter, each period commencing on a Payment Date and ending on the

day immediately preceding the next following Payment Date.

"Quarterly Senior Payment Amount" shall have the meaning assigned to

such term in Annex A of the Trust Deed.

"Rating Affirmation" shall mean, with respect to any outstanding Series

of Senior Trust Certificates, a confirmation in writing from each of the Rating

Agencies of its rating at a level at least equal to the then current rating of

the Senior Trust Certificates of such Series (or in the case of any Series

insured by a Financial Guaranty Insurance Policy, its rating without giving

effect to such Policy) and in any event, at a level at least equal to an

Investment Grade Rating.

"Rating Agencies" shall have the meaning assigned to such term in Annex

A of the Trust Deed.

"Receivables" shall mean, with respect to any Buyer, the indebtedness,

payment obligations and accounts receivable owed or to be owed by such Buyer to

Petrobras Finance arising from the Sale from time to time of Eligible Products

to such Buyer by Petrobras Finance in the ordinary course of business, together

with (i) all of the rights and benefits, remedies and damages (including,

without limitation, Default Interest and all rights of rescission, replevin or

reclamation) which may arise from any of the foregoing, all accounts (as defined

under the UCC), general intangibles (as defined under the UCC) and contract

rights associated with such Receivables and contract rights associated with any

of the foregoing, (ii) any Related Property, and (iii) all Collections arising

out of any of the foregoing.

"Registrar" shall have the meaning assigned to such term in Annex A of

the Trust Deed.

"Related Property" shall mean, with respect to each Receivable, (i) any

interest of Petrobras Finance in the Eligible Products the Sale of which gave

rise to such Receivable, (ii) any Liens and property subject thereto from time

to time securing payment of such Receivable, whether pursuant to any contract or

instrument relating to such Receivable or otherwise, and (iii) any guarantees,

insurance, letters of credit and other agreements or arrangements of whatever

character from time to time supporting or securing payment of such

Receivables Purchase Agreement





-12Receivable pursuant to any contract or instrument relating to such Receivable or

otherwise, and any rights or remedies arising under any such contract relating

to such Receivables, including in the case of clauses (ii) and (iii), without

limitation, pursuant to any obligations evidenced by an account, contract,

security agreement, chattel paper, general intangible or other evidence of

indebtedness or security.

"Required Offtake Quantity" shall mean, for any Monthly Delivery Period

under the Offtake Contract, such quantity of Eligible Products as is required to

generate proceeds equal to 1.1 times the scheduled amount for such Monthly

Period set forth on Annex A to the Offtake Contract (such amounts representing

one-third of the aggregate amount of the principal and interest on the Senior

Trust Certificates, Guaranty Premiums and administrative fees and expenses of

the Trustee scheduled to be paid in respect of the Senior Certificates during

the then current Quarterly Delivery Period).

"Requirements of Law" shall mean, as to any Person, the certificate of

incorporation and bylaws or other organizational or governing documents of such

Person, and any law, treaty, rule or regulation or determination of an

arbitrator or a court or other governmental authority, in each case applicable

to or binding upon such Person or any of its property or to which such Person or

any of its property is subject.

"Reserve Account" shall have the meaning assigned to such term in Annex

A of the Trust Deed.

"Reserve Account Cap" shall mean, on any Payment Date, an amount equal

to the Quarterly Senior Payment Amount scheduled or otherwise known to be

payable on the next following Payment Date. For this purpose, unscheduled

amounts shall be deemed to be known to be payable to the extent that the Trustee

has received a certificate from the Servicer to that effect.

"Retention Account" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"RPA Termination Price" shall have the meaning set forth in Section

5.05.

"Sale" shall mean the absolute and unconditional sale, assignment,

transfer or disposition (and not by way of charge or security), and with respect

to Receivables which have been Generated, the absolute and unconditional sale,

transfer and disposition (and not by way of charge or security) of such

Receivables, and, with respect to Receivables to be Generated, the absolute and

unconditional sale, transfer and disposition (other than by way of charge or

security) of the right to such amount of Receivables. "Sell" and "Sold" shall

have correlative meanings.

"Senior Certificate Holders" shall mean the holders of the Senior Trust

Certificates.

"Senior Certificate Interest" shall have the meaning assigned to such

term in Annex A of the Trust Deed.

Receivables Purchase Agreement



-13"Senior Trust Certificate Documents" shall mean, collectively, the

Senior Trust Certificates, the Trust Deed, the Trust Administration Agreement,



the Purchase Agreement, the Financial Guaranty Insurance Policies, the Insurance

and Reimbursement Agreements, the Indemnification Agreements, the Depositary

Agreement, the U.S. Seller Account Agreement, the Notice and Consents and other

related documents.

"Senior Trust Certificates" shall mean the senior trust certificates

representing senior beneficial interests in the property of the Trust that are

issued from time to time pursuant to the Trust Deed.

"Series" shall mean any issue of Trust Certificates made in accordance

with the Trust Deed and any supplemental Trust Deed on or after the Closing

Date.

"Servicer" shall mean PIFCo, in such capacity under the Servicing

Agreement.

"Servicing Agreement" shall mean the agreement dated December 21, 2001

among Petrobras, the Servicer, the Trustee and Petrobras Finance pursuant to

which the Servicer will agree, among other things, to service, manage,

administer and collect the Receivables for the benefit of the Trustee and

Petrobras Finance.

"Specified Buyers" shall mean, at any time, the Offtaker, the U.S.

Seller and other Buyers of Eligible Products that have entered, or will, from

time to time enter into Notice and Consents. No Buyer shall be considered a

Specified Buyer for the purposes of the Transaction Documents unless the Notice

and Consent to which it is a party (a) is valid, binding and enforceable against

it in the jurisdiction in which its principal place of business is located and

(b) does not contravene or violate in any material respect any law, rule or

regulation of such jurisdiction applicable to it.

"Specified Event" shall have the meaning set forth in Annex A of the

Trust Deed.

"Supplemental Purchased Receivables" shall have the meaning set forth

in Section 2.01(a) of this Agreement.

"Tax" or "Taxes" shall mean any tax, duty, levy, impost, assessment or

other governmental charge (including penalties, interest and other liabilities

related thereto) of any nature imposed by the United States, the Cayman Islands

or Brazil or any jurisdiction from or through which payment is made, or any

political subdivision of such jurisdiction.

"Tax Indemnification Fee" shall mean an amount equal to $200,000.

"Tax Prepayment Price" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Termination Event" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

"Transaction Documents" shall mean collectively, the Commercial

Contracts and the Senior Trust Certificate Documents.

Receivables Purchase Agreement



-14"Transfer Agent" shall have the meaning assigned to such term in Annex

A of the Trust Deed.

"Trust" shall mean the PF Export Receivables Master Trust that is

governed and constituted in accordance with the laws of the Cayman Islands and



the Trust Deed.

"Trust Accounts" shall have the meaning assigned to such term in Annex

A of the Trust Deed.

"Trust Administration Agreement" shall have the meaning assigned to

such term in Annex A of the Trust Deed.

"Trust Certificates" shall mean the Senior Trust Certificates and

Junior Trust Certificates issued from time to time pursuant to the Trust Deed.

"Trust Deed" shall have the meaning set forth in the recitals hereto.

"Trustee" shall have the meaning set forth in the recitals hereto, and

wherever used in this Agreement, "Trustee" shall be construed to mean in each

case, the Trustee acting solely in its capacity as Trustee of the Trust.

"Trust Property" shall have the meaning assigned to such term in Annex

A of the Trust Deed.

"UCC" shall mean the Uniform Commercial Code as in effect in the State

of New York from time to time.

"U.S. Bankruptcy Code" shall mean Title 11 of the United States Code or

any similar federal or state law for the relief of debtors.

"U.S. GAAP" shall mean generally accepted accounting principles of the

United States.

"U.S. Seller" shall mean initially PAI, and thereafter any trading

entity that assumes all of PAI's rights and obligations under (or enters into an

agreement with Petrobras Finance on substantially the same terms and conditions

as) the Product Sale Agreement in accordance with, and subject to the conditions

set forth in, the Trust Deed and which entity is (A) a direct or indirect

subsidiary of Petrobras that is at least 99% owned by Petrobras, (B) organized

and based in the United States, (C) solvent (meaning that it has reasonably

sufficient capital to operate its business, or expected business, for the

reasonably foreseeable future) and (D) engaged exclusively in the business of

marketing and selling petroleum-based products produced primarily in Brazil and

duly qualified and licensed to do business in any jurisdiction in which the

nature of its business so requires, unless each of the Rating Agencies issues a

Rating Affirmation and each Enhancer with an outstanding Series of Senior Trust

Certificates consents (such consent not to be unreasonably withheld).

"U.S. Seller Account" shall have the meaning assigned to such term in

Annex A of the Trust Deed.

Receivables Purchase Agreement



-15"U.S. Seller Account Agreement" shall have the meaning ascribed to such

term in Annex A of the Trust Deed.

"United States of America," "United States" and "U.S." shall mean the

United States of America and the territories and possessions thereof.

"XLCA" shall have the meaning assigned to such term in Annex A of the

Trust Deed.

1.02 Construction.

(a) The words "hereof", "herein" and "hereunder" and words of similar



import when used in this Agreement shall refer to this Agreement as a whole and

not to any particular provision of this Agreement, and Section, subsection,

Schedule and Exhibit references are to this Agreement unless otherwise

specified.

(b) The meanings given to terms used herein shall be equally

applicable to both the singular and plural forms of such terms.

(c) References in this Agreement to any statute, law, decree,

regulation or other applicable law shall be construed as a reference to such

statute, law, decree, regulation or other applicable law as re-enacted,

redesignated, amended or extended from time to time, except as otherwise

provided in this Agreement.

(d) References in this Agreement to any Transaction Document or any

other document or agreement shall be deemed to include references to such

Transaction Document or such other document or agreement as amended, varied,

supplemented or replaced from time to time in accordance with the terms of such

Transaction Document, document or agreement and this Agreement and to include

any appendices, schedules, exhibits, supplements, clarification letters, side

letters and disclosure letters executed in connection therewith.

(e) References to any Person or Persons shall be construed as a

reference to any successors or assigns of such Person or Persons to the extent

permitted under this Agreement and, in the case of any governmental authority,

any Person succeeding to its functions and capacities.

(f) The Table of Contents hereto and the Article and Section headings

herein are for convenience only and shall not affect the construction hereof.

(g) Any report, document, officer's certificate or any other

instrument delivered hereunder which does not conform to the requirements hereof

shall be deemed nonconforming and shall not relieve the Person delivering such

non-conforming report, document, officer's certificate or instrument from its

obligations to deliver a conforming report, document, officer's certificate or

instrument.

Receivables Purchase Agreement



-16ARTICLE II

PURCHASE AND SALE

2.01 Sale and Purchase of Rights to Receivables.

(a) Subject to the terms and conditions of this Agreement, Petrobras

Finance hereby Sells, conveys and transfers without recourse (except as

expressly provided herein), and the Trustee shall purchase, all of the present

and future right, title and interest of Petrobras Finance in, to and under a

designated value of Qualified Receivables (the "Purchased Receivables") to be

Generated in each Quarterly Delivery Period. The Purchased Receivables in the

aggregate shall be comprised of (i) Qualified Receivables to be Generated by the

Sale of Eligible Products to the Offtaker in each Quarterly Period under the

Offtake Contract ("Offtaker Receivables"), in the respective amounts for the

respective Quarterly Delivery Periods designated in Annex A attached hereto,

(ii) Qualified Receivables, other than the Offtaker Receivables, to be Generated

by the Sale of Eligible Products to Buyers other than the Offtaker in each

Quarterly Delivery Periods in the respective amounts for the respective

Quarterly Delivery Periods designated in Annex B attached hereto (such Qualified

Receivables, together with the Qualified Receivables purchased by the Trustee

pursuant to Section 2.03(a), are collectively the "Additional Purchased



Receivables") and (iii) Qualified Receivables to be Generated by the Sale of

Eligible Products to Buyers other than the Offtaker that are designated for Sale

to the Trustee from time to time as provided herein in an amount equal to any

Additional Amounts, Indemnified Taxes and Indemnified Costs incurred by the

Trustee ("Supplemental Purchased Receivables").

(b) On the Closing Date, the Trustee shall as consideration for the

transfer by Petrobras Finance of the right to the Offtaker Receivables and

Additional Purchased Receivables, issue to Petrobras Finance U.S.$750,000,000

principal amount of Senior Trust Certificates and U.S.$150,000,000 principal

amount of Junior Trust Certificates.

(c) As consideration for the Sale by Petrobras Finance of the right to

the Supplemental Purchased Receivables, Petrobras Finance and the Trustee have

agreed that the amount of the Additional Purchased Receivables that would have

otherwise have been set forth on Annex B hereto shall be reduced by an amount

equal to the Tax Indemnification Fee.

2.02 Designation of Receivables for Sale.

(a) (i) In each Monthly Period, Offtaker Receivables Generated by the

Sale of Eligible Products by Petrobras Finance shall be automatically designated

for Sale to the Trustee, beginning with the first Offtaker Receivable Generated

in such Monthly Period and continuing with each Offtaker Receivable subsequently

Generated, until the aggregate amount of Offtaker Receivables so Generated shall

equal the amount specified in Annex A hereto for such Monthly Period.

(ii) In the event that the Offtaker assigns to any other

Person, in accordance with the terms of the Offtake Contract, its right

to receive all (but not less than all) of the Required Offtake Quantity

to be delivered by Petrobras Finance under the Offtake Contract in any

Monthly Period, then, immediately upon payment by such Person into the

Receivables Purchase Agreement



-17Collection Account of an amount at least equal to the total purchase

price that, but for such assignment, would have been payable by the

Offtaker to Petrobras Finance under the Offtake Contract for such

Required Offtake Quantity, Offtaker Receivables in an amount equal to

such Required Offtake Quantity shall be deemed to have been designated

for Sale, and Sold, to the Trustee hereunder and the amount so paid

into the Collection Account shall be deemed to be Collections in

respect of such Offtaker Receivables.

(b) In each Quarterly Delivery Period, Qualified Receivables Generated

by Petrobras Finance (other than Offtaker Receivables) shall be automatically

designated for Sale to the Trustee as Additional Purchased Receivables or

Supplemental Purchased Receivables, as the case may be, beginning with the first

such Qualified Receivable Generated in such Quarterly Delivery Period or, in the

case of Supplemental Purchased Receivables, on the day following the date that

the Servicer has notified Petrobras Finance and the Trustee of any Additional

Amounts, Indemnified Taxes or Indemnified Costs that have been incurred (or are

anticipated to be due and payable by the Trustee on or prior to the next

following Payment Date), and continuing with each Qualified Receivable

subsequently Generated, until the aggregate amount of such Qualified Receivables

so Generated shall at least equal the sum of:

(i) the amount specified in Annex B attached hereto for such

Quarterly Delivery Period;

(ii) the amount of Additional Amounts and all costs, expenses



and Taxes constituting Indemnified Costs or Indemnified Taxes notified

by the Servicer to Petrobras Finance and the Trustee which are

anticipated to be due and payable by the Trustee on or prior to the

next following Payment Date;

(iii) the amount of Qualified Receivables that were required

to be designated for Sale to the Trustee in prior Quarterly Delivery

Periods pursuant to the foregoing clauses (i) and (ii), but were not

Generated in such prior periods; and

(iv) the amount, if any, of Additional Amounts and any costs,

expenses and Taxes constituting Indemnified Costs or Indemnified Taxes

notified by the Servicer to Petrobras Finance and the Trustee which are

due and payable by the Trustee from prior Quarterly Delivery Periods in

respect of which Qualified Receivables have not theretofore been

designated for Sale to the Trustee.

(c) In the Quarterly Delivery Period ending on the Final Payment Date

for each Series of Junior Trust Certificates, once all Qualified Receivables

required to be designated for Sale to the Trustee pursuant to Section 2.02(b)

for such Quarterly Delivery Period have been so designated, Petrobras Finance

shall designate for Sale to the Trustee Qualified Receivables (other than

Offtaker Receivables) having an aggregate face amount equal to the aggregate

amount of all Additional Purchased Receivables theretofore purchased by the

Trustee pursuant to Section 2.03(a), beginning with the first Qualified

Receivable Generated after having complied with Section 2.02(b) hereof in such

Quarterly Delivery Period, and continuing with each Qualified Receivable

subsequently Generated, until the aggregate amount of such Additional

Receivables Purchase Agreement



-18Purchased Receivables so Generated shall at least equal the aggregate amount

purchased pursuant to Section 2.03(a).

2.03 Future Purchases of Rights to Qualified Receivables.

(a) On each Payment Date, in exchange for the payment received from

the Trustee on such Payment Date pursuant to Clause Second of Section 5.06(b) of

the Trust Deed, Petrobras Finance shall Sell to the Trustee, without recourse,

all of its present and future right, title and interest in, to and under

Qualified Receivables to be Generated in the future having a face amount equal

to the amount of such payment paid to Petrobras Finance on such Payment Date,

provided, however, that the aggregate face amount of all Qualified Receivables

purchased by the Trustee pursuant to this Section 2.03(a) shall not exceed, on

any Payment Date, the aggregate amount of such purchases scheduled to be made on

or prior to such Payment Date set forth on Annex C hereto.

(b) Upon the release of any amount from the Retention Account in

accordance with Section 9.10(d) of the Trust Deed, the Trustee shall pay to

Petrobras Finance such amount, as consideration for the Sale to the Trustee,

without recourse, of all of the present and future right, title and interest in,

to and under Offtaker Receivables and Additional Purchased Receivables to be

Generated having a face amount equal to the amount so paid to Petrobras Finance.

Any rights to Offtaker Receivables and Additional Purchased Receivables

purchased pursuant to this clause (b) shall be automatically designated for Sale

to the Trustee in accordance with Section 2.02(c) and the schedule set forth in

Annex A and Annex B hereto, to the extent that delivery of the rights to

Additional Purchased Receivables sold pursuant to Section 2.03(a) or such

scheduled Offtaker Receivables and Additional Purchased Receivables were reduced

as provided in Section 5.02 hereof, and in each case ratably in accordance with

the amount thereof so reduced in each Quarterly Delivery Period.



2.04 Sale of Purchased Receivables.

(a) Qualified Receivables that have been designated for Sale to the

Trustee as provided in Sections 2.02 and 2.03 hereof shall be Sold and purchased

immediately upon being Generated without any further action by Petrobras Finance

or any other Person in the order in which they are by their respective terms

Generated, with Qualified Receivables first Generated being Sold and purchased

first and Qualified Receivables last Generated being Sold and purchased last.

Qualified Receivables Generated on the same date shall be Sold and purchased in

the order in which they are or will by their respective terms, be scheduled to

become due, with Qualified Receivables first to become due being Sold and

purchased first and Qualified Receivables last to become due being Sold and

purchased last. Qualified Receivables Generated on the same date and scheduled

to become due on the same date shall be Sold and purchased in alphabetical order

based on the legal name of the obligor.

(b) The parties to this Agreement intend that for all purposes,

including accounting and commercial purposes, the transactions contemplated

hereby shall be, and shall be treated as, a purchase by the Trustee and a Sale

by Petrobras Finance of the Purchased Receivables. All Sales of Qualified

Receivables by Petrobras Finance hereunder shall be without recourse to, or by,

Petrobras Finance, except as otherwise specifically provided herein. A Sale of

Purchased

Receivables Purchase Agreement



-19Receivables hereunder does not constitute and is not intended to result in the

creation or assumption by the Trustee of any obligation of Petrobras Finance or

any other Person in connection with the Purchased Receivables or any agreement

or instrument relating thereto, including any obligation to any Buyer.

(c) Upon the Sale and purchase of any Purchased Receivables as

contemplated by this Section 2.04, the Trustee, as owner of the Purchased

Receivables, shall be entitled to receive all payments in respect of the Net

Invoice Amount of, and all other proceeds in respect thereof otherwise due to,

Petrobras Finance from the Purchased Receivables. Payments to the Trustee by any

Buyer in respect of the Purchased Receivables shall be deposited directly into

the Collection Account by such Buyer and, if paid to or received by Petrobras

Finance, shall be held in trust for the Trustee and immediately deposited in the

Collection Account.

2.05 Certain Understandings Regarding the Purchased Receivables.

(a) Each of Petrobras, Petrobras Finance and the Trustee hereby agree

and confirm their understanding that, except as expressly provided or permitted

by this Agreement, from and after the Sale to the Trustee of the right to any

Receivable pursuant to this Article II (whether or not then Generated),

Petrobras Finance shall not have any (i) right, title or interest in or to the

Purchased Receivables, (ii) right or obligation to repurchase the Purchased

Receivables or, (iii) except as expressly set forth herein, any right or

obligation to substitute other Receivables for the Purchased Receivables.

(b) The parties hereto agree and confirm their understanding that (i)

none of Petrobras, Petrobras Finance nor any of their Subsidiaries or Affiliates

(x) make any representations or warranties regarding the ability of any of the

Buyers to perform their respective obligations in respect of the Purchased

Receivables or under any Notice and Consents or agree to be liable for any

non-performance by any such Buyer of its obligations thereunder, (y) in any way

guarantee payment of any sums payable by any Buyer with respect to any Purchased

Receivables, or (z) make any representations or projections regarding the



amounts payable in the future by any Buyer, and (ii) Petrobras and/or Petrobras

Finance shall remain liable to perform all of the obligations required to be

performed by such party or parties under any arrangements or agreements between

such party or parties or any of such party or parties' respective Affiliates and

any Buyer related to the Sale of the Eligible Products in accordance with and

pursuant to the terms and provisions thereof and the Trustee shall not be

required or obligated in any manner to perform or fulfill any obligations of

Petrobras and/or Petrobras Finance under or pursuant to such arrangements or

agreements or to make any payment in respect thereof.

ARTICLE III

REPRESENTATIONS, WARRANTIES

AND AGREEMENTS

3.01 Representations and Warranties Relating to Receivables. Petrobras

Finance hereby represents, warrants and agrees on the date hereof and on each

date on which Purchased Receivables are Generated hereafter, for the benefit of

the Trustee, as follows:

Receivables Purchase Agreement



-20(a) Each Purchased Receivable, when Generated, will be the

legal, valid and binding obligation of the relevant Buyer, enforceable

in accordance with its terms, except in each case as enforcement may be

limited by bankruptcy, insolvency, reorganization and other similar

laws affecting the enforcement of creditors' rights generally and

general principles of equity (regardless of whether such enforceability

is considered in a proceeding in equity or law).

(b) Each Purchased Receivable, when Generated, will be free of

any interest, claim or right of any other Person and the separate and

absolute property of Petrobras Finance, and will not be the subject of

any other transaction involving Petrobras Finance.

(c) The Purchased Receivables were, or will be, created and

Generated in accordance with, and do not contravene any, laws, rules or

regulations applicable thereto or any contract to which Petrobras or

Petrobras Finance may be a party.

(d) This Agreement constitutes a valid transfer to the Trustee

of all of Petrobras Finance's right, title and interest, present and

future, in and to the Purchased Receivables, free and clear of any

Lien.

(e)



Each Purchased Receivable shall be a Qualified Receivable.



(f) Upon the Generation of Receivables and the designation of

such Receivables as Purchased Receivables, the Trustee shall acquire a

first priority perfected ownership interest in the Purchased

Receivables and the Collections with respect thereto.

(g) (i) (A) Purchased Receivables are either (I) not evidenced

by instruments (as defined in the UCC) or (II) if evidenced by an

instrument, such instrument has been delivered to the Trustee and (B)

Petrobras Finance does not maintain a place of business or any

executive offices (within the meaning of Section 9-307 of the UCC) in

the United States or Canada, has not done so during the four-month

period immediately preceding the date of this Agreement and does not

have any present intent to locate an executive office in the United

States or Canada and (ii) Petrobras Finance will have sufficient rights



in the Purchased Receivables to permit attachment under the UCC and to

permit an assignment under New York common law no later than the time

at which such Purchased Receivables are Generated.

(h) No financing statement or other instrument similar in

effect covering any Receivable or the Collections or other proceeds

thereof in favor of any Person other than Petrobras Finance and the

Trustee is on file in any recording office in the United States,

Brazil, the Cayman Islands, or, to the best knowledge of Petrobras

Finance, any other location, and Petrobras Finance has taken all

actions necessary to perfect the ownership of the Trustee in the

Purchased Receivables under the UCC or the applicable laws of Brazil

and the Cayman Islands.

(i) Upon the consummation of any Sale of Receivables in

accordance with the terms of this Agreement and the delivery of the

Notice and Consents by Petrobras Finance to the Specified Buyers, and

in connection with the Sale of any Receivables to a Specified Buyer

added after the date of this Agreement, the delivery of a Notice and

Receivables Purchase Agreement



-21Consent by Petrobras Finance to, and the acknowledgement thereof by,

such new Specified Buyer, as the case may be, (i) Petrobras Finance

shall have taken all steps necessary for the perfection prior to the

rights of all third parties of its respective ownership interest in the

Purchased Receivables under the laws of New York, the Cayman Islands,

Brazil and the jurisdiction of incorporation of each of the Specified

Buyers, including, but not limited to, any recording, filing,

registration, giving of notice or other similar action, (ii) no

material rights of rescission, set-off, counterclaim or defense has

been asserted and no contractual basis for the same exists with respect

to the Generated Purchased Receivables, (iii) there are no amounts

outstanding in respect of the Generated Purchased Receivables owed by a

Specified Buyer to Petrobras Finance on the date thereof that have not

been paid on or before the date which is 15 days after the last day on

which such amounts are payable in accordance with their respective

terms (other than amounts which are being disputed in good faith by the

parties), and (iv) neither the Purchased Receivables nor any part

thereof or interest therein has been sold, transferred, assigned, or

pledged by Petrobras Finance to any Person other than to the Trustee.

(j) No Receivable at the time of Generation thereof will have

been satisfied, subordinated or rescinded by the payor thereof.

3.02 Representations and Warranties Relating to Specified Buyers and

Notice and Consents. Petrobras Finance hereby represents, warrants and agrees on

the date hereof and, on each date on which Buyers are included as additional

Specified Buyers hereafter, for the benefit of the Trustee as follows:

(a) Each Specified Buyer (i)(A) has been instructed to pay in

respect of any Receivable into the Collection Account or the U.S.

Seller Account, as applicable and (B)(I) has executed and delivered a

Notice and Consent substantially in the form of Exhibit A-1, A-2 or

A-3, as applicable; provided, that, except in the case of any Offtaker

who enters into an Offtake Contract after the Closing Date, a Specified

Buyer may expressly retain its right of setoff or counterclaim (or any

other analogous rights) in such Notice and Consent, and (II) such

Notice and Consent is the only notice or agreement currently in effect

between such Specified Buyer and Petrobras Finance, Petrobras, U.S.

Seller or any of its Affiliates that contains instructions in respect



of payments of Receivables, (ii) is organized under the laws of a

jurisdiction other than Brazil, (iii) at the time of execution by it of

a Notice and Consent is not the obligor on any Delinquent Receivable,

(iv) at the time of execution by it of a Notice and Consent conforms to

the credit standards of the Servicer and (v) at the time of execution

by it of a Notice and Consent, no Bankruptcy Event has occurred, and is

continuing, with respect to such Specified Buyer.

(b) The Notice and Consents are binding and enforceable in

accordance with their terms against Petrobras, Petrobras Finance, the

U.S. Seller and the Specified Buyers, except that enforceability

against any party may be subject to applicable bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting the rights

of creditors of such party generally and by general equitable

principles of law (whether enforcement is sought by proceedings in

equity or at law).

Receivables Purchase Agreement



-22(c) The instructions given to the Specified Buyers in the Notice and

Consents do not contravene any laws or regulations of the United States,

the Cayman Islands or Brazil to which Petrobras, Petrobras Finance, the

U.S. Seller or any of Petrobras' Affiliates (if applicable) is subject. The

Notice and Consents are the only authorizations to the Specified Buyers

required from any of the parties to this Agreement or under any of the

agreements referred to herein to authorize, and no authorization, other

than those which have already been obtained, is required from any authority

of the United States, the Cayman Islands or Brazil or from any Specified

Buyer or from any creditor or shareholder of Petrobras Finance in order to

authorize the payments to the Collection Account or the U.S. Seller

Account, as applicable, in accordance with the Notice and Consents.

(d) The Notice and Consents constitute the irrevocable notice and

instruction of Petrobras Finance and effective notice to each Specified

Buyer party thereto, for the purpose stated therein.

3.03 General Representations and Warranties. Petrobras Finance hereby

represents, warrants and agrees on the date hereof and on each date on which

Additional Senior Trust Certificates are issued and on each date on which

Purchased Receivables are Generated hereafter, for the benefit of the Trustee as

follows:

(a) Organization. Petrobras Finance is (i) duly incorporated and

validly existing under the laws of the jurisdiction of its incorporation

and has the requisite power and authority to own its properties and assets

and conduct its business as now being conducted and as proposed to be

conducted and (ii) qualified to do business in, and is in good standing in,

every jurisdiction where the nature of its business so requires, except

where the failure to so qualify could not reasonably be expected to result

in a Material Adverse Effect.

(b) Power and authority. Petrobras Finance has full power, authority

and legal right to execute and deliver this Agreement and each other

Transaction Document to which it is a party, and to perform and observe the

terms and conditions thereof.

(c) Execution and delivery. The execution, delivery and performance

by Petrobras Finance of this Agreement and the other Transaction Documents

to which it is a party, and the consummation of the transactions

contemplated hereby and thereby, have been duly authorized by all necessary

corporate action.



(d) Enforceability. Each of this Agreement and the other Transaction

Documents to which it is a party have been duly executed and delivered by

Petrobras Finance and is the legal, valid and binding obligation of

Petrobras Finance enforceable against Petrobras Finance in accordance with

its terms, except that enforceability may be subject to applicable

bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting the rights of creditors generally and by general equitable

principles of law (whether enforcement is sought by proceedings in equity

or at law).

Receivables Purchase Agreement



-23(e) Payment of Taxes. Petrobras Finance has paid all Taxes relating

to it which it is required to have paid, except any Tax the payment of

which is being contested by it or on its behalf in good faith and by

appropriate means, and for which adequate reserves have been established to

the extent required by general accounting principles in the United States.

(f) Litigation. There is no litigation, investigation or proceeding

pending or, to the knowledge of Petrobras Finance, threatened against or

affecting Petrobras Finance or its assets before any arbitrator, court or

governmental department, bureau or other administrative agency or other

instrumentality (domestic or foreign), (i) with respect to this Agreement

or any of the other Transaction Documents to which it is a party or any of

the transactions contemplated hereby or thereby or (ii) as to which,

individually or in the aggregate, there is a likelihood of it being

adversely determined and which, if adversely determined, could reasonably

be expected to have a Material Adverse Effect.

(g) No injunctions. There is no injunction, judgment, writ,

restraining order or other order or decree of any nature that adversely

affects the performance by Petrobras Finance of this Agreement, any of the

other Transaction Documents to which it is a party or any of the

transactions contemplated hereby or thereby.

(h) No violation. The execution and delivery of this Agreement and

the other Transaction Documents to which Petrobras Finance is a party, the

consummation of the transactions contemplated herein or therein and the

fulfillment of the terms hereof and thereof shall not result in any breach

of, violate, or constitute a default under, or result in the creation of

any Lien (except as contemplated by this Agreement and the other

Transaction Documents) upon any property or assets of Petrobras Finance

pursuant to (i) any United States, Cayman Islands or Brazilian law,

regulation, order, writ, injunction or decree of any court or governmental

instrumentality applicable to Petrobras Finance, (ii) the charter documents

of Petrobras Finance or (iii) any other indenture, agreement or instrument

to which Petrobras Finance is a party or by which it may be bound.

(i) Consent and approvals. No authorization, filing, notice,

registration, approval or consent of any governmental agency or commission

or public body or authority of the United States, the Cayman Islands or

Brazil is necessary to permit the (i) execution and delivery by Petrobras

Finance of this Agreement and each of the other Transaction Documents to

which it is a party, (ii) performance by Petrobras Finance of its

obligations under this Agreement and each of the other Transaction

Documents to which it is a party and (iii) validity and enforceability

against Petrobras Finance of this Agreement and the other Transaction

Documents to which it is a party, except as have been obtained and are in

full force and effect.



(j) No Immunity. Neither Petrobras Finance nor any of its property

has any immunity from jurisdiction of any court or from any legal process

(whether through service or notice, attachment prior to judgment,

attachment in aid of execution, execution or otherwise), under any

applicable law.

Receivables Purchase Agreement



-24(k) Filings. All steps necessary or advisable to ensure the legality,

validity, enforceability or admissibility in evidence of this Agreement and

any other Transaction Documents to which Petrobras Finance is a party have

been taken in the United States, the Cayman Islands and Brazil and in the

jurisdiction whose laws govern such document and it is not necessary that

such documents or any other document be filed or recorded with any court or

other authority in any such jurisdiction or that any stamp or similar Tax

be paid in any such jurisdiction on or in respect of such documents or any

other document called for thereunder; provided, however, that for the

admission of the Transaction Documents before Brazilian courts and

governmental agencies in Brazil, (i) the signatures of the parties thereto

signing outside Brazil should be notarized by a notary public licensed as

such under the law of the place of signing and the signature of such notary

public should be authenticated by a consular official of Brazil, (ii) the

Transaction Documents should be registered with the appropriate Registry of

Deeds and Documents in Brazil, and (iii) the Transaction Documents should

be translated into the Portuguese language by a sworn translator.

(l) No Taxes. There are no Taxes (i) imposed upon Petrobras Finance

or the Trustee by virtue of the execution, delivery or performance of this

Agreement or any other Transaction Document by the parties thereto or (ii)

as of the date of execution of this Agreement, imposed upon the income,

assets or operations of Petrobras Finance or the Trustee solely as a result

of the Trustee entering into and performing the Trust Deed.

(m) Margin stock. Petrobras Finance shall not, directly or

indirectly, use any of the proceeds of the Sale of the Purchased

Receivables pursuant to this Agreement for any purpose, whether immediate,

incidental, or ultimate, of buying a "margin stock" or of maintaining,

reducing, or retiring any indebtedness originally incurred to purchase a

stock that is currently a "margin stock," and the Sale of the Purchased

Receivables pursuant to this Agreement will not constitute an extension of

"purpose credit" that is directly or indirectly secured by "margin stock,"

in each case within the meaning of Regulation U of the Board of Governors

of the United States Federal Reserve System Board (12 C.F.R. 221, as

amended), and will not violate or result in the violation of Regulation U

or of Regulation T (12 C.F.R. 220, as amended) or of Regulation X (12

C.F.R. 224, as amended) or any other regulation of such Board.

(n) Special purpose company. Petrobras Finance is a special purpose

company established for the purpose of entering into, and performing its

obligations under, this Agreement and the other Transaction Documents to

which it is a party. As such, Petrobras Finance is (i) not engaged in any

business other than as contemplated in the Transaction Documents, (ii) has

no liabilities, obligations or indebtedness other than such liabilities and

obligations contemplated by the Transaction Documents or otherwise imposed

by applicable law, (iii) has no subsidiaries, (iv) has no employees and (v)

is not party to any material agreements or contracts other than the

Transaction Documents and each other agreement, document or instrument

delivered pursuant thereto (including, without limitation, any indenture,

mortgage, deed of trust, credit agreement, loan agreement or any other

instrument).



Receivables Purchase Agreement



-25(o) Compliance with laws. Petrobras Finance is in compliance with all

applicable law, rules, regulations and orders, except where the failure to

comply could not reasonably be expected to have a Material Adverse Effect.

(p) Solvency. There is no Bankruptcy Event with respect to Petrobras

Finance and, as of the Closing Date and prior to the consummation of the

transactions contemplated by the Transaction Documents, Petrobras Finance

has no other assets or liabilities other than its initial capitalization as

provided for in the Transaction Documents. The transactions to be entered

into by Petrobras Finance pursuant to the Transaction Documents on the

Closing Date will not render Petrobras Finance insolvent or otherwise cause

a Bankruptcy Event in respect of Petrobras Finance.

3.04 Representations and Warranties of Petrobras. Each of the

representations and warranties made by Petrobras in Section 4.01 of the Master

Export Contract is hereby incorporated herein by reference as if made herein as

of the date hereof, except that each reference therein to the Prepayment

Agreement or the Master Export Contract, as the case may be, shall be deemed to

be a reference to this Agreement.

ARTICLE IV

COVENANTS

4.01 Covenants and Agreements of Petrobras Finance. Petrobras Finance

hereby covenants and agrees, for the benefit of the Trustee and the Certificate

Holders, so long as this Agreement shall remain in full force and effect or any

obligation of Petrobras Finance hereunder remains unsatisfied, as follows:

(a) The Receivables. Petrobras Finance shall (i) upon Generation,

promptly identify, or cause the Servicer to identify, as Sold to the

Trustee, any Receivables designated under this Agreement to be Sold to the

Trustee, (ii) not purport to sell, pledge or otherwise encumber any

Receivables or any other portion of its property (other than pursuant to

this Agreement), (iii) not take any action or cause or permit any Person to

take any action which would impair in any material respect the rights of

the Trustee in the Purchased Receivables, (iv) at all times comply in all

material respects with all contractual obligations and all Requirements of

Law applicable to or in any way affecting the Generation of Receivables or

the transactions contemplated by this Agreement or any other Transaction

Document to which it is a party and (v) not take any action to cause any

Receivable to be evidenced by an instrument (as defined in the UCC), except

to the extent that (A) causing a Receivable to be evidenced by such an

instrument is required for the Collection of such Receivable or for the

enforcement of any rights therein and (B) the original of such instrument

is promptly delivered to the Trustee. In exercising its discretion with

respect to the Sale of Eligible Products, both Petrobras and Petrobras

Finance shall select customers and shipments on the same basis as they

otherwise would have had they not entered into the Transaction Documents

and, in any event, shall not select customers and shipments in a manner

intended to be adverse to Certificate Holders or the Enhancers.

Receivables Purchase Agreement



-26(b) Collection of Payments.



(i) Petrobras Finance shall (A) take actions requested by the

Servicer to enforce payment with respect to any Purchased Receivables

for the full Net Invoice Amount thereof, without abatement or set-off

for any other amounts, and (B) not act in any manner with respect to

any Purchased Receivables which could reasonably be expected to have a

Material Adverse Effect;

(ii) Petrobras Finance shall agree (A) to the extent that the

payment obligations of a Buyer in respect of a Receivable are

supported by a stand-by letter of credit or guarantee, to draw upon

such letter of credit or guarantee in its name for the benefit of the

Trustee at such time as it would have taken such action had such

Receivable not been Sold to the Trustee (but not earlier than the

earliest date on which such letter of credit or guarantee may be drawn

pursuant to its terms) and, to the extent that such instruction has

not been given, to instruct the bank or guarantor upon which drawing

is made to deliver the amounts drawn to the Depositary Bank for

deposit in the Collection Account, and (B) to promptly deliver, or

cause to be delivered, to the Depositary Bank for deposit in the

Collection Account any payments on Purchased Receivables that

Petrobras Finance shall receive;

(iii) Petrobras Finance shall not take or purport to take any

action to extend the time for payment of, discharge, vary or otherwise

modify the terms of any Purchased Receivables, or take or purport to

take any action to release the applicable Buyer from its obligations

with respect to any such Purchased Receivables in whole or in part;

and

(iv) Petrobras Finance shall (A) instruct, and shall have any

agent on its behalf instruct, all Buyers of Eligible Products from it

to pay the proceeds of any Sale of Eligible Products directly into the

Collection Account and (B) on or prior to the Closing Date, enter into

Notices and Consents with each of the Buyers listed on Exhibit C

hereto;

provided, however, that the provisions of clauses (i), (ii) and (iii) shall

not limit the ability of the Servicer to make certain adjustments as set

forth elsewhere in this Agreement.

(c) Further actions; filings. Petrobras Finance agrees that at any

time and from time to time, upon the written, reasonable request of the

Trustee, it shall promptly and duly execute and deliver, at its own

expense, any and all such further instruments and documents and take such

further action to (i) correct any errors or inconsistencies, clarify any

ambiguities and effect more fully the purposes of this Agreement and the

other Transaction Documents and the transfer of the Purchased Receivables

under this Agreement, (ii) protect or more fully evidence the right, title

and interest of the Trustee in the Purchased Receivables, or (iii) enable

the Trustee to exercise or enforce any of its rights in respect thereof.

Without limiting the generality of the foregoing, Petrobras Finance shall

execute and file such financing statements and any continuation statements

with respect thereto and take any other action necessary in order to

perfect, and maintain

Receivables Purchase Agreement



-27the perfection of, and preserve the priority of the respective interests

arising under, the Sale of the Purchased Receivables to the Trustee for

purposes of the UCC and shall promptly provide the Trustee with



confirmation of all such filings and shall file such other UCC financing

statements and any continuation statements with respect to the Purchased

Receivables as may be reasonably requested in writing by the Trustee.

(d) Business activity. Petrobras Finance shall not (a) engage at any

time in any business or business activity other than agreements to purchase

or sell Eligible Products or rights to Eligible Products, including offtake

or similar long-term supply agreements and related oil price hedge

arrangements, any other transactions contemplated by the Transaction

Documents and any activity incidental to the foregoing and necessary or

convenient to accomplish the foregoing or (b) enter into or be party to any

agreement or instrument other than in connection with the foregoing.

(e) Performance of obligations under the Transaction Documents.

Petrobras Finance shall comply with and perform all of the obligations

required to be performed by it under each Transaction Document to which it

is a party in accordance with and pursuant to the terms and provisions

thereof, and to take all actions on its part reasonably necessary to

maintain in full force and effect its rights under such Transaction

Documents.

(f) Maintenance of corporate existence. (i) Petrobras Finance shall

preserve and maintain its corporate existence in good standing and preserve

and maintain all of its material rights, franchises and privileges in the

jurisdiction of its incorporation and in any other jurisdiction necessary

for the performance of its obligations under any Transaction Document to

which it is a party, unless failure to do so could not reasonably be

expected to have a Material Adverse Effect and (ii) Petrobras Finance shall

not consolidate with or merge into any other corporation or convey,

transfer or lease all or any part of its assets as an entirety to any

Person unless (A) the corporation formed by such consolidation or into

which it is merged or the Person which acquires by conveyance, transfer or

lease all or substantially all of its assets as an entirety shall be a

company, which (1) assumes in writing all of the obligations of Petrobras

Finance under this Agreement and under the other Transaction Documents to

which Petrobras Finance is party and such Person is capable of performing

such obligations, (2) confirms in writing that the interest of the Trustee

in the Purchased Receivables will continue to be perfected, and (3)

delivers to the Trustee an opinion of counsel of recognized standing to the

effect that (x) such assumption is sufficient for each such agreement to

constitute a legal, valid and binding obligation of such Person,

enforceable against such Person in accordance with its respective terms,

except in each case as enforcement may be limited by bankruptcy,

insolvency, reorganization and other similar laws affecting the enforcement

of creditors' rights generally and general principles of equity (regardless

of whether such enforceability is considered in a proceeding in equity or

law), and (y) following such assumption, the interest of the Trustee in the

Purchased Receivables will be entitled to the same priority that it enjoyed

immediately prior to such assumption, (B) upon the effectiveness of such

event, neither Petrobras Finance nor such Person would be in violation or

breach of any of its covenants, agreements, representations or warranties

Receivables Purchase Agreement



-28under any Transaction Documents, (C) each of the Rating Agencies shall have

issued a Ratings Affirmation, and (D) the consent of each of the Enhancers

has been obtained.

(g) Maintenance of administrative and operating procedures. Without

limiting any other provisions of this Agreement or any other Transaction

Document, Petrobras Finance shall (a) keep and maintain administrative and



operating procedures, and all documents and books of record and account in

a manner consistent for all purposes with the characterization of the

transfer of the Purchased Receivables as a Sale and not a pledge (with true

and correct entries in conformity with Brazilian GAAP and, if applicable,

U.S. GAAP, and in conformity with all material Requirements of Law), (b)

keep and maintain records and other information reasonable, necessary or

advisable for the administration, servicing and collection of the Purchased

Receivables and (c) permit representatives of the Trustee to examine such

documentation relating to the Generation, Sale, administration and

collection of Purchased Receivables as shall be reasonable.

(h) Maintenance of insurance. Petrobras Finance shall maintain with

financially sound and responsible insurance companies insurance on its

properties and assets against such risks, in such amounts, with such

deductibles and in such form as are currently maintained by Petrobras, or

as are generally carried by companies engaged in the same or similar

businesses in Brazil, in each case subject to availability at commercially

reasonable rates.

(i) Maintenance of, and compliance with, consents and approvals.

Petrobras Finance shall promptly obtain from time to time, and maintain in

full force and effect, at its own expense, all such required governmental

licenses, authorizations, consents, permits and approvals, and shall

promptly effect from time to time, at its own expense, all such filings,

registrations, notarizations and other formalizations as may be required to

enable it to comply with its obligations under this Agreement and the other

Transaction Documents to which it is a party except in each case where the

failure to take such action could not reasonably be expected to have a

Material Adverse Effect.

(j) Maintenance of office or agency. Petrobras Finance shall maintain

in the Borough of Manhattan, The City of New York, an office or agency

where notices to and demands upon Petrobras Finance in respect of the

Transaction Documents may be served. Initially this office shall be located

at 570 Lexington Avenue, 43/rd/ Floor, New York, New York 10022-6837 at the

offices of Petrobras. Petrobras Finance shall agree not to change the

designation of such office to another office or to an agent commonly used

for such purpose without prior notice to the Trustee and designation of a

replacement office or agency in New York, New York.

(k) Preservation of corporate status. Petrobras Finance shall take

all reasonable steps to continue its identity as a separate legal entity

and to make it apparent to third Persons that Petrobras Finance is an

entity with assets and liabilities distinct from those of Petrobras and any

other Person, and that Petrobras Finance is not a division of Petrobras or

of any other Person. Without limiting the generality of the foregoing,

Petrobras Finance shall take the following actions:

Receivables Purchase Agreement



-29(i) Petrobras Finance shall compensate each of its employees

(if any), directors, consultants and agents from Petrobras Finance's

own funds for services provided to Petrobras Finance. Petrobras

Finance shall engage no agents other than the accountants, attorneys,

trustees, custodians and other agents in connection with the

transactions contemplated in this Agreement and the other Transaction

Documents to which it is a party, each of which shall be compensated

by Petrobras Finance for its fees and other charges as agreed to by

Petrobras Finance and such Person, as applicable, and any

indebtedness, liabilities or obligations incurred by Petrobras Finance

shall be paid by Petrobras Finance out of its own funds.



(ii) Petrobras Finance shall pay from its own assets all

obligations of any kind incurred by Petrobras Finance, recognizing,

however, that certain organizational expenses of Petrobras Finance and

expenses relating to the creation and initial implementation of

certain transactions as provided in this Agreement have been or may be

paid by one or more Affiliates in such capacity. Petrobras Finance

shall promptly reimburse any Affiliate for any payments made by such

Affiliate in respect of services provided to Petrobras Finance after

the Closing Date.

(iii) Petrobras Finance shall conduct its own business in its own

name and shall observe all customary formalities, including, without

limitation, holding regular meetings of its board of directors and its

stockholders and maintaining current minute books. Regular meetings of

the board of directors shall be held at least annually. The quorum

necessary for the transaction of the business of the board of

directors may be fixed by the board of directors, and unless so fixed,

if there be more than two directors shall be two, and if there be two

or less directors shall be one. A director represented by proxy, by an

alternate director, or participating by means of telephone conference

or similar communications equipment shall be deemed to be present for

the purpose of determining whether or not a quorum is present.

(iv) Petrobras Finance shall at all times maintain an office

separate and apart from those of any other Person or entity and shall

conspicuously identify such office as its office, except that

Petrobras Finance may lease, on an arm's-length basis, office space

from Petrobras. Petrobras Finance shall allocate fairly and reasonably

any overhead for shared office space and shared employees.

(v) Petrobras Finance shall maintain financial reports,

corporate records and books of account separate from those of any

other Person, and stationery, invoices, and business forms, telephone

numbers (if any) and mailing addresses that are separate and distinct

from those of any other Person. Petrobras Finance shall at all times

hold itself out to the public (including any creditor of an Affiliate

of Petrobras Finance) as a separate entity operating solely under

Petrobras Finance's own name and through its Authorized Officers and

agents.

Receivables Purchase Agreement



-30(vi) Any annual financial statements prepared by Petrobras

Finance shall disclose, in accordance with U.S. GAAP, any transactions

between Petrobras Finance and Petrobras or any of its consolidated

subsidiaries.

(vii) Except as expressly contemplated by the Transaction

Documents, Petrobras Finance shall not commingle its funds and assets

with those of any of its Affiliates. Petrobras Finance's assets will

be separately identified and segregated. All of Petrobras Finance's

assets shall at all times be held by or on behalf of Petrobras Finance

and, if held on behalf of Petrobras Finance by another entity, shall

be kept identifiable (in accordance with customary usages) as assets

owned by Petrobras Finance. Petrobras Finance shall strictly observe

corporate formalities in its dealings with Petrobras and each of its

subsidiaries. Petrobras Finance shall not maintain joint bank accounts

or other depositary accounts to which any of its Affiliates has

independent access.



(viii) To the extent that Petrobras Finance enters into

arrangements with any of its Affiliates (other than the purchase of

Eligible Products or the rights thereto and as contemplated by the

Transaction Documents), such arrangements shall be on an arm's-length

basis. All business transactions entered into by Petrobras Finance

with its Affiliates, when taken as a whole, shall be on terms that are

at least as favorable to Petrobras Finance as the terms and conditions

that could have been obtained, under similar circumstances, from

unaffiliated Persons. In addition, all such transactions shall be

approved by the unanimous written consent of the board of directors of

Petrobras Finance.

(ix) Except as expressly provided in the Transaction Documents,

neither Petrobras Finance, on the one hand, nor Petrobras or any of

its subsidiaries, on the other hand, shall guarantee the debts of the

other, shall pledge, or grant a security interest in or Lien upon, its

assets for the benefit of the other, or shall be or shall hold itself

out to be responsible for the debts of the other or the decisions or

actions respecting the daily business and affairs of the other, unless

such transactions are conducted on an arm's-length basis according to

industry standards.

(x)

Petrobras Finance shall retain as its auditors an

internationally recognized firm of certified public accountants (which

firm may also serve as auditors of Petrobras or any of its

consolidated subsidiaries).

(l) Use of proceeds; negative pledge. Petrobras Finance shall use the

proceeds from the offer and sale of the Senior Trust Certificates and from the

equity contribution by the sole common shareholder of Petrobras Finance (i) to

pay the amount payable to Petrobras under the Prepayment Agreement (ii) to pay

certain amounts due and payable in respect of the offering of the Senior Trust

Certificates and, (iii) if applicable, to fund certain of the Trust Accounts.

Petrobras Finance shall use or cause to be used all funds in the Petrobras

Finance Account and, to the extent necessary, all amounts payable in respect of

the Junior Trust Certificates to purchase Eligible Products or the rights

thereto from Petrobras under and pursuant to the Master Export Contract or

Receivables Purchase Agreement



-31from other Petrobras Affiliates, and Petrobras Finance shall not,

directly or indirectly, incur any Lien on or with respect to any such

proceeds to secure any indebtedness.

(m) Limitation on indebtedness. Petrobras Finance shall not incur

indebtedness other than (i) indebtedness contemplated by the

Transaction Documents and (ii) indebtedness arising by operation of

law, the incurrence of which indebtedness (in the case of this clause

(ii)) would not have a Material Adverse Effect.

(n) Amendments to charter documents. Petrobras Finance shall not

amend or make any change or modification to its Memorandum and

Articles of Association (other than an amendment, change or

modification made pursuant to changes in law of the jurisdiction of

Petrobras Finance's incorporation or amendments to change Petrobras

Finance's name, registered agent or address of registered office)

unless such amendment, change or modification could not reasonably be

expected to have a Material Adverse Effect.

(o) Payment of Taxes, claims. Petrobras Finance shall pay or

discharge or cause to be paid or discharged, before the same shall



become delinquent, (i) all Taxes levied or imposed upon Petrobras

Finance, except for any Tax the payment of which is being contested by

it or on its behalf in good faith and by appropriate methods, and for

which adequate reserves have been established to the extent required

by general accounting principles in the United States and (ii) all

other claims for labor, materials and supplies which, if unpaid, might

by law become a Lien upon the property of Petrobras Finance.

(p) Limitation on investments, subsidiaries. Other than as

contemplated by the Transaction Documents, Petrobras Finance shall not

make or acquire any investment in any Person other than Eligible

Investments and shall not create any subsidiaries.

(q) Delivery of notices. Petrobras Finance shall deliver to the

Trustee, each Enhancer, the Servicer and each Rating Agency then

providing a rating of any Series of Senior Trust Certificates (i)

promptly, any notices, opinions of counsel, financial statements,

officer's certificates or other forms of communication that it gives

or receives pursuant to the terms of the Prepayment Agreement, the

Master Export Contract and the other Transaction Documents and (ii) as

soon as is practicable and in any event within three Business Days

after Petrobras Finance becomes aware or should have reasonably become

aware, of the occurrence of (A) any event or condition which could

reasonably be expected to have a Material Adverse Effect, (B) any

pending or threatened litigation or administrative proceeding which,

if adversely determined, could reasonably be expected to have a

Material Adverse Effect or (C) any Petrobras Default or Petrobras

Finance Default, any default, or any Accumulation Event or Specified

Event, notice of such occurrence accompanied by a certificate of an

Authorized Officer of Petrobras Finance setting forth the details of

such event and stating the action that Petrobras Finance proposes to

take with respect thereto.

(r) Enforcement of rights. Petrobras Finance shall, with due

diligence and in a reasonable, prudent and punctual manner, enforce

all of the rights granted to it under

Receivables Purchase Agreement



-32and in connection with all applicable approvals and the Transaction

Documents to which it is a party against the other parties thereto.

(s) Provision of financial statements and reports. Petrobras

Finance shall provide to the Trustee and the Enhancers, in English or

accompanied by a certified English translation thereof, (i) within 90

days after the end of each fiscal quarter (other than the fourth

quarter), its unaudited balance sheet, statement of income, statement

of changes in shareholders' equity and statement of cash flow

calculated in accordance with U.S. GAAP, (ii) within 120 days after

the end of each fiscal year, its audited balance sheet, statement of

income, statement of changes in shareholders' equity and statement of

cash flow calculated in accordance with U.S. GAAP and (iii) such other

financial data as the Trustee may reasonably request. Petrobras

Finance shall provide, together with each of the financial statements

delivered hereunder, an officers' certificate stating that a review of

Petrobras Finance's activities has been made during the period covered

by such financial statements with a view to determining whether

Petrobras Finance has kept, observed, performed and fulfilled its

covenants and agreements under the Transaction Documents, and that no

Petrobras Finance Default, Accumulation Event or Termination Event has

occurred during such period.



(t) Ranking. Petrobras Finance shall ensure at all times that its

monetary obligations under this Agreement shall constitute the general

senior, unsecured and unsubordinated obligations of Petrobras Finance

and shall rank at least pari passu, without any preferences among

themselves, with all other present and future unsecured and

unsubordinated obligations of Petrobras Finance (other than

obligations preferred by statute or by operation of law).

(u) No assignment, etc. Petrobras Finance shall not, except as

expressly provided in the Transaction Documents, without the prior

written consent of the Trustee (acting at the direction of the

Controlling Parties of all series of outstanding Senior Trust

Certificates, in the case of the following clauses (i) and (iii), and

of Controlling Parties representing more than 66 2/3% of the aggregate

principal amount of all outstanding Senior Trust Certificates, in the

case of following clause (ii)), (i) assign its rights or delegate its

obligations under this Agreement or under any other Transaction

Document to which it is a party, (ii) amend, modify or in any way

terminate this Agreement or any other Transaction Document to which it

is a party, except for amendments or modifications necessary to cure

any ambiguity, defect or inconsistency, or (iii) amend or modify its

charter documents.

(v) Agreements. Petrobras Finance shall maintain in effect the

Servicing Agreement.

(w) Sales to Affiliates. At any time that any Accumulation Event

or Acceleration Event shall have occurred and be continuing, Petrobras

Finance shall not permit or suffer to exist the aggregate amount

payable to it by all Affiliates (including the U.S. Seller) at such

time in respect of Receivables to exceed U.S.$50,000,000, unless any

excess amounts are covered by an Acceptable Letter of Credit or are

guaranteed by Petrobras pursuant to a guarantee substantially in the

form of Exhibit E hereto.

Receivables Purchase Agreement



-33(x) Sale of Eligible Products. Petrobras Finance shall ensure

that the terms of sale of any Eligible Products to Buyers will provide

that title to and risk of loss with respect to such Eligible Products

shall pass to such Buyer when the relevant shipment of Eligible

Products is delivered to such Buyer by or on behalf of Petrobras

Finance.

(y) Buyers' Credit Criteria. In respect of sales of Eligible

Products to Buyers, Petrobras Finance agrees to employ the diligence

and credit criteria that would have been used by Affiliates of

Petrobras (other than Petrobras Finance) in the business of marketing

of Eligible Products sold by Petrobras had such Affiliates been the

sellers to such Buyers.

4.02 Covenants and Agreements of Petrobras. Each of the covenants and

agreements made by Petrobras in Sections 5.01 and 6.01 of the Master Export

Contract is hereby incorporated herein by reference as if made herein as of the

date hereof.

ARTICLE V

REPURCHASE OF RECEIVABLES, TERMINATION EVENTS, ACCUMULATION

EVENTS AND ACCELERATION EVENTS



5.01 Optional Repurchase of Receivables.

(a) Petrobras Finance shall have the option on any Payment Date to

repurchase from the Trustee certain portions or all of the rights to receive

Purchased Receivables to be Generated from and after such Payment Date, upon 60

days' notice to the Trustee and the Servicer specifying the amount of such

rights to be repurchased and the purchase price therefor in accordance with this

Section 5.01(a). The proceeds from such purchase shall be applied by the Trustee

to the prepayment in whole, but not in part, of one or more outstanding Series

of Senior Trust Certificates as provided in Section 3.01 of the Trust Deed. The

Senior Trust Certificates to be so prepaid shall be designated by the Servicer

pursuant to Section 2.02(a) of the Servicing Agreement.

(i) The amount of any repurchase of the right to Purchased

Receivables pursuant to this Section 5.01(a) will be equal to the

product of (A) the total amount of the Purchased Receivables to be

Generated that have been Sold to the Trustee pursuant to the Sale and

repurchase of Purchased Receivables made on the Closing Date and

described in Section 2.01 and 2.03 hereof multiplied by (B) a fraction

(the "Prepayment Fraction"), the numerator of which is the aggregate

outstanding principal amount of each Series of Senior Trust

Certificates to be prepaid from the proceeds of such repurchase on the

relevant Payment Date, and the denominator of which is the aggregate

outstanding principal amount of all Senior Trust Certificates on such

Payment Date.

(ii) The purchase price for any repurchase pursuant to this

Section 5.01(a) shall be the fair market value of the amount to be

repurchased, as determined by an independent internationally recognized

financial institution or consulting firm selected by Petrobras Finance,

provided, that, Petrobras may not repurchase any right to Purchased

Receivables referred to in clause (i) above unless the purchase price

determined in

Receivables Purchase Agreement



-34accordance with this clause (ii) is at least equal to the Optional

Prepayment Price for the Series of Senior Trust Certificates that is

to be prepaid with the proceeds of such repurchase. Petrobras Finance

shall include a copy of such valuation in its notice to the Trustee

delivered pursuant to this Section 5.01(a).

(iii) The repurchase of the rights to Purchased Receivables in

accordance with this Section 5.01 shall, upon payment of the purchase

price determined in accordance with the foregoing clause (ii),

automatically result in a modification to Annexes A, B and C hereto by

reducing each amount set forth therein for each Monthly Period or

Quarterly Delivery Period thereafter, as the case may be, by the

product of (A) such amount multiplied by (B) the applicable Prepayment

Fraction(s) related to such repurchase. No repurchase of less than all

of the rights to Purchased Receivables to be Generated shall be

permitted under this Section 5.01 if the result of such repurchase

would reduce the aggregate remaining amounts scheduled on Annex C

hereto to less than the sum of (A) U.S.$75,000,000 plus (B) 10% of the

original aggregate principal amount of each Series of Senior Trust

Certificates issued after the Closing Date which at such time has any

principal amount remaining outstanding.

(b) (i) If Petrobras Finance is required to designate for Sale

to the Trustee Supplemental Purchased Receivables (A) because of any



change in, or amendment to, the laws or regulations of the Cayman

Islands, Brazil, the United States, or any jurisdiction from or

through which payment is made in respect of the Senior Trust

Certificates, or any political subdivision or governmental authority

thereof or therein having power to tax, or any change in the

application or official interpretation of such laws or regulations,

which change or amendment occurs on or after the date of the Trust

Deed, and as a result thereof (I) the Trustee becomes or will become

obligated to pay Additional Amounts with respect to any Series or

tranche of Senior Trust Certificates or (II) the Trust becomes subject

to Tax in any such jurisdiction, and (B) such obligation cannot be

avoided by any of the Trustee, Petrobras Finance or Petrobras taking

reasonable measures available to it, then Petrobras Finance shall have

the option on any Payment Date thereafter to repurchase from the

Trustee all (but not part) of the right to receive Purchased

Receivables to be Generated from and after such Payment Date, upon 60

days' notice to the Trustee and the Servicer specifying the amount of

rights to be repurchased and the purchase price therefor in accordance

with this Section 5.01(b). The proceeds from such repurchase shall be

applied by the Trustee to the prepayment in whole, but not in part, of

all outstanding Senior Trust Certificates as provided in Section 3.07

of the Trust Deed.

(ii) The purchase price for any repurchase of the right to

Purchased Receivables pursuant to this Section 5.01(b) shall be the

fair market value of the amount to be repurchased as provided in

clause (i) above, as determined by an independent internationally

recognized financial institution or consulting firm selected by

Petrobras Finance, provided that, Petrobras Finance may not repurchase

the right to Purchased Receivables to be Generated pursuant to this

Section 5.01(b) unless the purchase price determined in accordance

with this clause (ii) is at least equal to the Tax Prepayment Price

provided in Section 3.07 of the Trust Deed for all outstanding Senior

Trust Certificates. Petrobras Finance shall include a copy of such

valuation in its notice to the Trustee delivered pursuant to this

Section 5.01.

Receivables Purchase Agreement



-35(iii) Concurrently with, and as a condition to, such repurchase,

Petrobras Finance shall deliver to the Trustee, and the Trustee shall

deliver (or cause to be delivered) to the Servicer, the Senior Certificate

Holders and the Enhancers, (A) an officer's certificate stating that

Petrobras Finance is entitled to such repurchase and setting forth a

statement of facts showing that the conditions precedent to such repurchase

as set forth in clauses (A) and (B) of Section 5.01(b)(i) hereto have

occurred and (B) an opinion of independent Brazilian, Cayman Islands,

United States or other counsel, as appropriate, or independent public

accountants selected by the Trustee, to the effect that the Trustee has or

will become obligated to pay such Additional Amounts as a result of such

change or amendment.

5.02 Accumulation Events; Reserve Account.

(a) Upon the receipt by Petrobras Finance from the Trustee of written

notice of the occurrence of an Accumulation Event, Petrobras Finance shall be

required to designate for Sale to the Trustee, in the Quarterly Delivery Period

in which such notice is received, and for each Quarterly Delivery Period

thereafter for so long as such Accumulation Event is continuing, Purchased

Receivables, in addition to the Offtaker Receivables, Additional Purchased

Receivables and Supplemental Receivables scheduled to be designated for Sale to



the Trustee in such Quarterly Delivery Period, that are sufficient to result in

Collections equal to (A) the amount, if any, necessary to cause the amount of

funds on deposit in the Reserve Account for each such Quarterly Delivery Period

to be at least equal the Reserve Account Cap and (B) an amount equal to (x) 2.0

times the Maximum Scheduled Senior Payment Amount for each such Quarterly

Delivery Period minus (y) the amount of funds, if any, retained in the Retention

Account from prior Quarterly Delivery Periods but not applied to the mandatory

prepayment of the Senior Trust Certificates pursuant to Section 9.10(c) of the

Trust Deed, provided, that, if such Accumulation Event is the result of an

Incipient Offtaker Payment Default, all Qualified Receivables to be Generated

from and after the receipt by Petrobras Finance of such notice shall be

automatically designated for Sale to the Trustee until either (1) Petrobras

Finance receives notice from the Trustee that such Incipient Offtaker Payment

Default has been cured or waived or (2) Qualified Receivables in an amount equal

to the aggregate of the Senior Certificate Interest and the Junior Certificate

Interest shall have been Generated. Such additional Qualified Receivables will

be automatically designated for Sale in the order in which they are Generated,

and any such additional Qualified Receivables so designated will constitute

Purchased Receivables and reduce first, the right to Additional Purchased

Receivables Sold pursuant to Section 2.03(a), and second, ratably the scheduled

amounts of Additional Purchased Receivables set forth in Annex B hereto and the

scheduled amounts of Offtaker Receivables set forth in Annex A hereto, for each

subsequent Quarterly Delivery Period.

(b) Upon receipt by Petrobras Finance from the Trustee of notice that

amounts credited to the Reserve Account have been applied as provided in Section

5.10(a) of the Trust Deed, that no Accumulation Event has occurred and is

continuing, and that funds on deposit in the Reserve Account are not at least

equal to the Reserve Account Cap, Petrobras Finance shall designate for Sale to

the Trustee in the Quarterly Delivery Period in which such notice is received,

and for each Quarterly Delivery Period thereafter for so long as necessary to

fully fund such account, Purchased Receivables, in addition to the Offtaker

Receivables, Additional Purchased Receivables and Supplemental Receivables

already designated for Sale in such

Receivables Purchase Agreement



-36Quarterly Delivery Period, that result in Collections (after giving effect to

the distributions required to be made under Clauses First and Second of Section

5.06(a) of the Trust Deed) sufficient to cause the funds on deposit in the

Reserve Account to be at least equal to the Reserve Account Cap. Such additional

Qualified Receivables will be automatically designated for Sale in the order in

which they are Generated, and any such additional Qualified Receivables so

designated will constitute Purchased Receivables and reduce first, the right to

Additional Purchased Receivables Sold pursuant to Section 2.03(a), and second,

ratably the scheduled amounts of Additional Purchased Receivables set forth in

Annex B hereto and the scheduled amounts of Offtaker Receivables set forth in

Annex A hereto, for each subsequent Quarterly Delivery Period.

5.03 Acceleration Events. Upon receipt by Petrobras Finance from the

Trustee of notice of the occurrence of an Acceleration Event, all Qualified

Receivables to be Generated from and after such time shall be automatically

designated for Sale to the Trustee until Purchased Receivables in an amount

equal to the aggregate of the Senior Certificate Interest and the Junior

Certificate Interest shall have been Generated. Such Additional Purchased

Receivables will be automatically designated for Sale in the order in which they

are Generated and will constitute Purchased Receivables.

5.04 Petrobras Finance Defaults.

(a) The occurrence of each of the following events shall constitute a



"Petrobras Finance Default" under this Agreement:

(i) Any representation or warranty made by Petrobras Finance in any

Transaction Document to which it is a party (other than the representations

contained in clauses (a) through (j) under Section 3.01 above) (A) shall

prove to be false or incorrect in any respect as of the time when the same

shall have been made and (B) such representation or warranty being false or

incorrect has a Material Adverse Effect;

(ii) The failure of Petrobras Finance to perform, observe or comply

with any term, covenant, agreement or obligation contained in any of the

Transaction Documents to which it is a party, such failure has a Material

Adverse Effect and such failure (other than any failure as described in

paragraph (a) above) is either incapable of remedy or continues for a

period of 60 days (inclusive of any time frame contained in any such term,

covenant, agreement or obligation) after written notice of such failure has

been given to Petrobras Finance by the Trustee;

(iii) Any Bankruptcy Event of Petrobras Finance shall occur and be

continuing;

(iv) Any action, condition or thing (including the obtaining or

effecting of any necessary consent, approval, authorization, exemption,

filing, license, order, recording or registration) at any time required to

be taken, fulfilled or done in order (A) to enable Petrobras Finance to

lawfully enter into, exercise its rights and perform and comply with its

material obligations under the Transaction Documents to which it is a

party, (B) to ensure that those obligations are legally binding and

enforceable or (C) to make any of

Receivables Purchase Agreement



-37the Trust Deed, the Senior Trust Certificates or any of the other relevant

Transaction Documents entered into in connection with the transactions

described herein admissible in evidence in the courts in and of Brazil, New

York and the Cayman Islands that is not taken, fulfilled or done within 10

days after notice thereof has been given to Petrobras Finance by the

Trustee, or once any such authorization or consent has been given, is

removed, withdrawn, modified, withheld or otherwise fails to remain valid

and subsisting in full force and effect if the failure to take, fulfill or

to do such action, condition or thing, or to reinstate the full force and

effect of such authorization or consent, has a Material Adverse Effect;

(v)

Any of the Transaction Documents entered into by Petrobras

Finance, or any material part thereof, shall cease to be in full force and

effect or binding and enforceable against Petrobras Finance or it becomes

unlawful for Petrobras Finance to perform any material obligation under any

of the foregoing Transaction Documents, or Petrobras Finance shall contest

the enforceability of, or denies that it has liability under, any of the

foregoing Transaction Documents;

(vi) The failure of Petrobras Finance to deliver, in accordance with

the terms of the Offtake Contract, the Required Offtake Quantity during any

Monthly Delivery Period;

(vii) The failure of the Trustee to have 100% legal ownership in the

Trust Property;

(viii) The failure by the Trustee to have, at any time and for a

period of five Business Days thereafter, a valid unencumbered ownership

interest in all of the right, title and interest of Petrobras Finance in



the Purchased Receivables designated for Sale to the Trustee on the Closing

Date or any date thereafter whether existing as of such date or to be

Generated; or

(ix) Petrobras Finance shall purport to sell, grant, pledge, assign,

transfer or otherwise finance, or permit to suffer to exist any Lien on,

any Purchased Receivables or Receivables of Specified Buyers (other than

with respect to the Purchased Receivables under the Trust Deed and the

other Transaction Documents), any Eligible Products that have been sold or

purported to be sold, or payments with respect thereto; or

(x)

One or more final and non-appealable judgments or final decrees

is entered against Petrobras Finance which has a Material Adverse Effect.

5.05 Effect of a Petrobras Finance Default or Other Termination Event.

(a) If either a Petrobras Finance Default occurs and is continuing and, as

a result thereof, the Controlling Parties representing at least 35% of the

aggregate principal amount of the outstanding Senior Trust Certificates declare

an Acceleration Event, or another Termination Event has occurred and is

continuing, then Controlling Parties representing at least 35% of the aggregate

principal amount of the outstanding Senior Trust Certificates may instruct the

Trustee to notify Petrobras Finance thereof, whereupon this Agreement shall be

subject to termination, provided, that, this Agreement shall be subject to

termination automatically without any further

Receivables Purchase Agreement



-38action by Petrobras Finance, the Trustee or any other Person upon the occurrence

of a Bankruptcy Event with respect to Petrobras (other than a Bankruptcy Event

solely with respect to a Material Subsidiary of Petrobras) or Petrobras Finance.

Notwithstanding anything herein or elsewhere to the contrary, this Agreement

shall remain in full force and effect until the RPA Termination Price is paid in

full.

(b) In the event that this Agreement becomes subject to termination as

aforesaid, on the next following Monthly Payment Date, Petrobras Finance shall

be obligated to repurchase from the Trustee Purchased Receivables to be

Generated from and after the date this Agreement becomes subject to termination

in an amount and for a purchase price equal to the aggregate of the Senior

Certificate Interest and the Junior Certificate Interest (the "RPA Termination

Price").

(c) The right of the Trustee to the payment of the RPA Termination Price

shall not be exclusive of any other right, power or remedy referred to herein or

now or hereinafter available to the Trustee at law, in equity, by statute or

otherwise. To the extent Petrobras Finance repurchases the right to Purchased

Receivables pursuant to this Agreement, (a) the Trustee shall, following the

delivery, in full, of the RPA Termination Price, be deemed, without further

action by any Person, and without representation, recourse or warranty (express

of implied), not to have any further right, title and interest in and to such

Purchased Receivables to be Generated, (b) all of the right, title and interest

of the Trustee in and to such Purchased Receivables to be Generated shall

transfer to Petrobras Finance, and (c) the Trustee shall, at the expense of

Petrobras Finance, execute such documents, and take such other steps, as

Petrobras Finance shall reasonably request to terminate the Notice and Consents.

(d) Upon the payment in full of the RPA Termination Price, and the payment

in full of the principal of and interest on the Senior Trust Certificates and

all other amounts payable as provided in the Trust Deed and under the Insurance

Documents, this Agreement shall terminate.



5.06 Disputed Receivables. If at any time an Authorized Officer of

Petrobras Finance shall have knowledge that a representation or warranty set

forth in this Agreement was false or incorrect in any material respect on the

date when made or deemed made with respect to any Purchased Receivable, and such

misrepresentation results in an adjustment or other reduction in the Net Invoice

Amount or Collections in respect of such Purchased Receivable (it being

understood that a "reduction" in Collections shall be deemed to have occurred

upon any failure to collect payment of a Purchased Receivable in full within 30

days of the date on which such Purchased Receivable, in respect of which a

representation and/or warranty was false or incorrect in any material respect on

the date when made or deemed made, was otherwise due, or deemed due hereunder),

such Receivable shall not be deemed to be a Qualified Receivable to the extent

of such adjustment or reduction and Petrobras Finance shall designate for Sale

to the Trustee, for no added consideration, the next Qualified Receivable or

Receivables Generated which would not otherwise be Purchased Receivables in an

aggregate amount at least equal to the amount of such adjustment or other

reduction. Without limiting the foregoing, but without duplication, if Petrobras

Finance Sells to the Trustee a Receivable that is not a Qualified Receivable,

Petrobras Finance shall designate for Sale to the Trustee the next Qualified

Receivable or Receivables Generated which would not otherwise be Purchased

Receivables in an aggregate amount equal to such Receivable.

Receivables Purchase Agreement



-395.07 Adjustments. The Servicer may make adjustments to the amount payable

in respect of outstanding Receivables (including Purchased Receivables)

following the issuance of the Initial Invoice in accordance with the terms of

the Servicing Agreement. In the event that the Servicer makes such adjustment to

a Purchased Receivable and as a result thereof, the adjusted Net Invoice Amount

is lower than the Net Invoice Amount of the Receivable prior to such adjustment,

such Receivable shall be deemed not to be a Purchased Receivable and Petrobras

Finance shall designate for Sale to the Trustee, for no added consideration, the

next Qualified Receivable or Receivables Generated which would not otherwise be

Purchased Receivables in an aggregate amount equal to the amount of such

adjustment.

ARTICLE VI

ADDITION OF SPECIFIED BUYERS

6.01 Addition and Other Modification. Petrobras Finance shall have the

right, from time to time, to include Buyers as additional Specified Buyers

pursuant to this Article VI. In the event Petrobras Finance elects to include

Buyers as additional Specified Buyers, Petrobras Finance shall deliver to the

Trustee (with a copy to the Servicer) (a) an appropriately completed notice in

substantially the form of Exhibit B hereto (a "Buyer Modification Notice") which

shall include the date on which the addition shall take effect (the "Buyer

Modification Date") and (b) a Notice and Consent executed by any additional

Specified Buyer, Petrobras Finance, the U.S. Seller, Petrobras and the Trustee.

6.02 Effect of Addition or Other Modification. Upon the satisfaction of

each of the conditions set forth in Section 6.01, the list of Buyers that shall

be Specified Buyers pursuant to this Agreement shall be adjusted as of the Buyer

Modification Date in accordance with the additions or other modifications

specified in the Buyer Modification Notice without the need for further action

by any Person. Notwithstanding anything herein to the contrary, no modification

to the list of Specified Buyers pursuant to this Article VI shall in any way

impair the right, title and interest of the Trustee in and to Purchased

Receivables of Specified Buyers Generated prior to the Buyer Modification Date

or the Collections related thereto.



ARTICLE VII

PETROBRAS PERFORMANCE GUARANTY

7.01 Guaranty.

(a) Petrobras irrevocably and unconditionally guarantees to the Trustee

and its successors and assigns the due performance and compliance by Petrobras

Finance of all of its obligations under this Agreement and each other

Transaction Document to which Petrobras Finance is party, including, without

limitation, the obligation of Petrobras Finance to pay the RPA Termination Price

pursuant to the terms of this Agreement (all such obligations, collectively, the

"Guaranteed Obligations"). Petrobras hereby waives notice of acceptance of this

guaranty and notice of any liability to which it may apply and waives

presentment, demand of payment, protest, notice of dishonor or nonpayment of any

such liability, suit or taking of

Receivables Purchase Agreement



-40other action by Petrobras Finance or the Trustee against, and any other notice

to, any party liable thereon (including Petrobras or any other guarantor).

(b) The obligations of Petrobras under this Article VII are absolute and

unconditional and shall remain in full force and effect without regard to, and

shall not be released, suspended, discharged or terminated or otherwise affected

by, any circumstance or occurrence whatsoever, including, without limitation,

any action or inaction by Petrobras Finance, the Trustee or any other Person or

any invalidity, irregularity or unenforceability of all or part of the

guaranteed obligations.

(c) The guaranty under this Article VII is a continuing one and all

liabilities to which it applies or may apply under the terms hereof shall be

conclusively presumed to have been created in reliance hereon. No failure or

delay on the part of the Trustee or its successors or assigns in exercising any

right, power or privilege hereunder, and no course of dealing between Petrobras,

Petrobras Finance and the Trustee, shall operate as a waiver thereof; nor shall

any single or partial exercise of any right, power or privilege hereunder

preclude any other or further exercise thereof or the exercise of any other

right, power or privilege. The rights, powers and remedies herein expressly

provided are cumulative and not exclusive of any rights, powers or remedies

which the Trustee or its successors or assigns would otherwise have. No notice

to or demand on Petrobras in any case shall entitle Petrobras to any other

further notice or demand in similar or other circumstances or constitute a

waiver of the rights of the Trustee to any other or further action in any

circumstances without notice or demand.

ARTICLE VIII

MISCELLANEOUS

8.01 Reimbursement. Petrobras Finance agrees to reimburse the Trustee

(acting on behalf of the Enhancers and Senior Certificate Holders) on demand for

all reasonable and documented costs and expenses incurred by the Trustee (acting

on behalf of the Enhancers and Senior Certificate Holders) in connection with

the enforcement of its rights under this Agreement.

8.02 Rights Confined to Parties. Nothing expressed or implied herein is

intended or shall be construed to confer upon or to give to any Person, other

than the parties hereto, any right, remedy or claim under or by reason of this

Agreement, and the terms, covenants, conditions, promises and agreements



contained herein shall be for the sole and exclusive benefit of the parties

hereto.

8.03 Amendment or Waiver: Remedies Cumulative.

(a) No provision of this Agreement may be amended or waived and this

Agreement may not be terminated without the written consent of each of the

parties hereto.

(b) No failure or delay on the part of any party hereto in exercising any

right, power or privilege hereunder or under any other document delivered in

connection therewith and no course of dealing between Petrobras and Petrobras

Finance shall operate as a waiver thereof; nor shall any single or partial

exercise of any right, power or privilege hereunder or under any other

Receivables Purchase Agreement



-41document delivered in connection herewith preclude any other or further exercise

thereof or the exercise of any right, power or privilege hereunder or

thereunder. The rights, powers and remedies herein and in any of the other

documents delivered in connection herewith are cumulative and not exclusive of

any rights, powers or remedies which any party hereto would otherwise have. No

notice to or demand on any party hereto in any case shall entitle such party to

any other or further notice or demand in similar or other circumstances or

constitute a waiver of the rights of such party to any other or further action

in any circumstances without notice or demand.

8.04 Binding Upon Assigns. The provisions of this Agreement (including

any amendments, modifications and waivers hereof properly adopted) shall be

binding upon and shall inure to the benefit of the parties hereto and each of

their respective successors and assigns. None of the parties hereto shall be

entitled to assign or transfer any of its rights or obligations under this

Agreement without the prior consent of the other parties hereto.

8.05 Waiver of Immunity; Submission to Jurisdiction; Agent.

(a) This Agreement, and any actions taken hereunder, constitute

commercial acts by the parties. Each party hereto hereby irrevocably and

unconditionally and to the fullest extent permitted by the laws of any

jurisdiction waives and agrees not to plead or claim, any right to immunity from

jurisdiction, set-off, legal proceedings, attachment prior to judgment, other

attachment or execution of judgment on the grounds of sovereignty or otherwise

for itself or any of its property, assets or revenues wherever located with

respect to its obligations, liabilities or any other matter under or arising out

of or in connection with this Agreement or any other Transaction Document to

which it is a party, in each case for the benefit of any party hereto and their

respective successors and assigns, it being intended that the foregoing waiver

and agreement shall be effective, irrevocable and not subject to withdrawal in

any and all jurisdictions.

(b) Each of the parties hereto irrevocably agree that any legal

action, suit or proceeding brought by or against it with respect to any matter

under or arising out of or in any way connected with this Agreement or any

document delivered pursuant to this Agreement or for recognition or enforcement

of any judgment rendered in any such action, suit or proceeding may be brought

in the federal courts of the United States for the Southern District of New York

(and the courts of appeal thereto) and if such courts cannot or shall not hear

such action, suit or proceeding, then in the courts of the County and State of

New York (and the courts of appeal thereto), and by execution and delivery of

this Agreement, the parties hereto hereby irrevocably accept and submit

generally and unconditionally to the in person jurisdiction of the aforesaid



courts with respect to any such action, suit or proceeding for themselves and in

respect of any of their property, assets and revenues. In addition, the parties

hereto hereby irrevocably and unconditionally waive (i) all rights to a trial by

jury and (ii) to the fullest extent permitted by law, any objection which any of

them may now or hereafter have to the laying of venue of any of the aforesaid

actions, suits or proceedings arising out of or in connection with this

Agreement, brought in any of the aforesaid courts, and hereby further

irrevocably and unconditionally waive and agree, to the fullest extent permitted

by law, not to plead or claim that any such action, suit or proceeding brought

in any such court has been brought in an inconvenient forum.

Receivables Purchase Agreement



-42(c) Petrobras Finance hereby irrevocably designates, appoints and

empowers Petrobras, with offices located at 570 Lexington Avenue, 43/rd/ Floor,

New York, New York 10022-6837, and its successors as its process agent and

Petrobras hereby irrevocably designates, appoints and empowers its New York

office located at 570 Lexington Avenue, 43rd Floor, New York, New York

10022-6837, and its successors as its process agent (each, a "Process Agent"),

to receive, accept and acknowledge for and on its behalf and on behalf of its

property service of any and all legal process, summons, notices and documents

which may be served in any such action, suit or proceeding in the courts of the

County and State of New York (and the court of appeal thereunder) or of the

United States of America for the Southern District of New York (and the courts

of appeal thereto), which service may be made on such designee, appointee and

agent in accordance with legal procedures prescribed for such courts. Each of

Petrobras and Petrobras Finance agrees to take any and all action necessary to

continue such designation in full force and effect; and should such Process

Agent become unavailable for this purpose for any reason, each of Petrobras and

Petrobras Finance shall forthwith irrevocably designate a new Process Agent with

an office in New York, New York, which shall agree to act as such, with the

powers and for the purposes specified in this subsection. Each of Petrobras and

Petrobras Finance further irrevocably consents and agrees to the service of any

and all legal process, summons, notices and documents of any of the aforesaid

courts in any such action, suit or proceeding by hand delivery, to it at its

address set forth in Section 8.06(b) or to any other address of which it shall

have given notice pursuant to Section 8.06 or to its then Process Agent.

8.06 Notices.

(a) Except as otherwise expressly provided herein, all notices,

requests, demands or other communications to or upon the respective parties

hereto shall be in writing and shall become effective when received. Any written

notice shall either be mailed, certified or registered mail, return receipt

requested with proper postage for airmail prepaid, or by overnight delivery

service (providing for delivery receipts) or delivered by hand or sent in the

form of a tested telex or confirmed facsimile.

(b) All notices, requests, demands or other communications under this

Agreement shall be addressed as follows or as any of the parties to this

Agreement shall have specified to all other parties in writing:

Receivables Purchase Agreement



-43To Petrobras Finance:

Petrobras Finance Ltd.

Attn:

Lair Oliveira



Director

Room 302L

Avenida Republica do Chile

20035-900

Rio de Janeiro-R5, Brazil

Telephone:



011 55 21 2534 1450

011 55 21 2534 4258



with a copy to:

To Petrobras:

Petroleo Brasileiro S.A. - Petrobras

Attn:

Lair Oliveira

Manager - Long-Term Finance

Room 302L

Avenida Republica do Chile

20035-900

Rio de Janeiro-R5, Brazil

Teleophone:



011 55 2534 1450

011 55 2534 4258



To the Trustee:

U.S. Bank, National Association, Cayman Islands Branch

c/o IBJ Whitehall Bank and Trust Company

P.O. Box 1040 GT

Grand Cayman, Cayman Islands

Telephone: (345) 949-2849

Facsimile: (345) 949-5409

with a copy to:

U.S. Bank Trust National Association

100 Wall Street, Suite 1600

New York, New York 10005

Telephone: (212) 361-2501

Facsimile: (212) 809-5459

To the Servicer:

Receivables Purchase Agreement



-44Petrobras International Finance Company

Attn:

Mariangela Monteiro Tizatto

Deputy General Manager Accounting

Room 301 M

Avenida Republica do Chile

20035-900

Rio de Janeiro-R5, Brazil

Telephone:



011 55 21 2534 6245

011 55 21 2534 0438



8.07 Severability

. Any provision of this Agreement which is prohibited or unenforceable

in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent

of such prohibition or unenforceability without invalidating the remaining

provisions hereof, and any such prohibition or unenforceability in any

jurisdiction shall not invalidate or render unenforceable such provision in any

other jurisdiction.

8.08 Governing Law. THE PROVISIONS OF THIS AGREEMENT, AND ALL THE

RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, EXCEPT FOR THE PROVISIONS

HEREIN GOVERNING THE SALE OF THE RECEIVABLES WHICH SHALL BE GOVERNED BY THE LAWS

OF THE CAYMAN ISLANDS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

LAW OF THE STATE OF NEW YORK.

8.09 Use of English Language. All certificates, reports, notices and

other documents and communications given or delivered pursuant to this Agreement

shall be in the English language or accompanied by a certified English

translation.

8.10 Judgment Currency.

(a) If for the purposes of obtaining judgment in any court it is

necessary to convert a sum due hereunder in U.S. Dollars into another currency,

the parties hereto agree, to the fullest extent that they may effectively do so,

that the rate of exchange used shall be that at which in accordance with normal

banking procedures the party in question could purchase U.S. Dollars with such

other currency in New York City at 11:00 a.m. New York City time on the Business

Day preceding that on which final judgment is made.

(b) The obligation of either party in respect of any sum due from it

to the other shall, notwithstanding any judgment in a currency other than U.S.

Dollars, be discharged only to the extent that on the Business Day following

receipt by the recipient of any sum adjudged to be so due in such other currency

may in accordance with normal banking procedures purchase U.S. Dollars with such

other currency. If the U.S. Dollars so purchased are less than the sum

originally due to the recipient in U.S. Dollars, the parties agree, as a

separate obligation and

Receivables Purchase Agreement



-45notwithstanding any such payment or judgment, to indemnify the recipient against

such loss, and if the U.S. Dollars so purchased exceed the sum originally due to

the recipient in U.S. Dollars, the recipient agrees to remit to the other such

excess.

8.11 Counterparts. This Agreement may be separately executed in

counterparts and by the different parties hereto in separate counterparts, each

of which when so executed shall be deemed to constitute one and the same

Agreement.

8.12 Survival of Representations and Warranties. Notwithstanding

anything to the contrary herein, all representations and warranties provided by

Petrobras Finance and Petrobras in Article III hereof and the obligations of

Petrobras Finance under Sections 8.01, 8.13 and 8.14 hereof, shall survive, in

the form given on the date of this Agreement, the termination of this Agreement.

8.13 Certain Indemnities.

(a) Without prejudice to any other rights which the Trustee may have

under this Agreement or under applicable law, Petrobras Finance covenants and



agrees to indemnify and hold harmless the Trustee on behalf of the Senior

Certificate Holders and the Enhancers on an after-tax basis from and against any

and all damages, losses, claims, liabilities, fees and expenses (including

reasonable and documented fees and disbursements for external counsel) awarded

against or incurred by it arising out of or as a result of (i) any Lien on, or

any set-off, defense or counterclaim asserted by any Person against, the

Purchased Receivables created by, or resulting from claims against, Petrobras

Finance, Petrobras or any Affiliate thereof, (ii) any representation or warranty

made by Petrobras Finance, Petrobras or any Affiliate thereof in this Agreement,

any other Transaction Document or in any writing furnished by Petrobras Finance,

Petrobras or any Affiliate thereof in connection with or pursuant to this

Agreement that proves to have been false or incorrect in any material respect on

the date as of which such representation or warranty is made or deemed made,

(iii) any claim (whether against the Trustee, the Trust, any Senior Certificate

Holder or any Enhancer) resulting from the Sale to the Trustee of the Purchased

Receivables or from the execution, delivery or performance by the Trustee of the

Transaction Documents, or (iv) the enforcement against Petrobras Finance,

Petrobras, or any Affiliate thereof of any of its respective obligations under

any Transaction Document. For the avoidance of doubt, Indemnified Costs shall

not include any claims for principal, interest, Additional Amounts or premiums

in respect of the Trust Certificates or Guaranty Reimbursements related thereto.

(b) In consideration of the Tax Indemnification Fee, Petrobras Finance

covenants and agrees to indemnify and hold harmless the Trustee against any

Indemnified Taxes. All payments to be made or deemed made by Petrobras Finance

under this Agreement or any other Transaction Document to which Petrobras

Finance is a party or any other document contemplated therein or required to be

executed thereby shall be made without withholding or deduction for or on

account of any Taxes unless Petrobras Finance shall pay such additional amounts

as may be necessary in order that the net amounts received by the Trustee after

such withholding or deduction shall equal the amount that would have been

received if no withholding or deduction had been made.

Receivables Purchase Agreement



-46(c) Petrobras Finance covenants and agrees to indemnify and hold

harmless the Trustee against any Indemnified Costs.

8.14 Payments. Any payment to be made to the Trustee by Petrobras

Finance hereunder shall be made in U.S. Dollars, in immediately available funds,

without deduction, set-off, counterclaims or condition whatsoever including,

without limitation, by reason of any Taxes, to the Purchased Receivables

Account. Petrobras Finance has instructed Petrobras to pay any Termination

Payment (as defined in the Prepayment Agreement) payable to Petrobras Finance

under the Prepayment Agreement into the Purchased Receivables Account.

8.15 Liability of Trustee.

(a) Subject to Section 8.15(b), the parties hereto each acknowledges

that the Trustee is acting solely in its capacity as trustee of the Trust and

not in its individual capacity and that the rights of the parties to claim

against the Trustee in respect of any obligations or liabilities of the Trustee

owed to any of the parties hereto hereunder (including to pay fees and expenses)

are limited solely to the assets of the Trust Property from time to time and

each of the parties hereto shall have no rights of recourse against the Trustee

in its personal capacity and once the assets in the Trust Property are exhausted

any remaining obligations or liabilities of the Trustee owed to any of the

parties hereunder shall be extinguished.

(b) Notwithstanding anything to the contrary contained in this

Agreement, the Trustee shall not be relieved from any obligation, claim or



liability to the extent of and arising from the Trustee's fraud, willful

misconduct, negligence or breach of trust.

8.16 No Petition. Petrobras shall not be entitled to take any step for

the winding-up of, or initiate proceedings against, the Trustee under any

applicable bankruptcy, reorganization or insolvency laws or laws with similar

effect.

8.17 Limited Recourse. Petrobras hereby agrees that its only recourse

for the payment of any obligations owing to it by Petrobras Finance hereunder or

in connection with the Transaction Documents and the transactions contemplated

hereby and thereby, including but not limited to payments in respect of any

liability arising out of breaches of representations, warranties and covenants

given by Petrobras Finance, shall in all events be limited to Receivables and

any other monies and assets which are available to Petrobras Finance. Petrobras

further agrees that it shall not otherwise take or pursue any judicial

proceedings or other actions, or join with any Person in taking or pursuing any

such proceedings or actions, against Petrobras Finance or its assets, or

exercise any other right or remedy that it might otherwise have against

Petrobras Finance or its assets, other than in respect of such assets, for

payment of any obligations referred to in the immediately preceding sentence and

that Petrobras Finance shall not otherwise be liable for such obligations and

any claim therefor shall be extinguished.

[SIGNATURES ON NEXT PAGE]

Receivables Purchase Agreement



IN WITNESS WHEREOF, the parties hereto have caused their names to be

signed hereto by their respective officers thereunto duly authorized on the day

and year first above written.

PETROBRAS FINANCE LTD.



By:_____________________________________________

Name:

Title:



PETROLEO BRASILEIRO S.A - PETROBRAS



By:_____________________________________________

Name:

Title:



By:_____________________________________________

Name:

Title:



U.S. BANK, NATIONAL ASSOCIATION,

CAYMAN ISLANDS BRANCH,

as Trustee for PF EXPORT RECEIVABLES

MASTER TRUST



By:_____________________________________________

Name:

Title:

Receivables Purchase Agreement



-2WITNESSES

1.



By:_____________________________________________

Name:



2.



By:_____________________________________________

Name:

Receivables Purchase Agreement





Annex A

to the Receivables Purchase Agreement

SCHEDULE OF OFFTAKER RECEIVABLES





----------------------------------------------------------------------------------------------------------------------------------Scheduled Offtaker Receivables

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Principal

Payment

Amortization on

Fixed Interest &

Quarterly Delivery

Date

All Series

Scheduled Fees

Interest on Floating-Rate

Series

Requirement

----------------------------------------------------------------------------------------------------------------------------------









----------------------------------------------------------------------------------------------------------------------------------1-Mar-02

+

6,654,375

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-02

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-02

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-02

+

8,553,125

+ Interest on Floating-Rate



Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-03

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-03

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-03

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-03

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-04

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-04

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-04

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-04

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-05

19,940,000

+

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-05

20,280,000

+

8,303,728

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-05

20,590,000

+

8,050,107

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-05

20,930,000

+

7,792,676

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-06

21,270,000

+

7,531,026

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-06

21,620,000

+

7,265,153

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-06

21,960,000

+

6,994,870

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-06

22,320,000

+

6,720,363

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1



----------------------------------------------------------------------------------------------------------------------------------1-Mar-07

22,670,000

+

6,441,250

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-07

23,040,000

+

6,157,892

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-07

23,380,000

+

5,869,901

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------------------Payment

Date

Offtaker Receivables

-----------------------------------------



-----------------------------------------1-Mar-02

= Offtaker Receivables

-----------------------------------------1-Jun-02

= Offtaker Receivables

-----------------------------------------1-Sep-02

= Offtaker Receivables

-----------------------------------------1-Dec-02

= Offtaker Receivables

-----------------------------------------1-Mar-03

= Offtaker Receivables

-----------------------------------------1-Jun-03

= Offtaker Receivables

-----------------------------------------1-Sep-03

= Offtaker Receivables

-----------------------------------------1-Dec-03

= Offtaker Receivables

-----------------------------------------1-Mar-04

= Offtaker Receivables

-----------------------------------------1-Jun-04

= Offtaker Receivables

-----------------------------------------1-Sep-04

= Offtaker Receivables

-----------------------------------------1-Dec-04

= Offtaker Receivables

-----------------------------------------1-Mar-05

= Offtaker Receivables

-----------------------------------------1-Jun-05

= Offtaker Receivables

-----------------------------------------1-Sep-05

= Offtaker Receivables

-----------------------------------------1-Dec-05

= Offtaker Receivables

-----------------------------------------1-Mar-06

= Offtaker Receivables

-----------------------------------------1-Jun-06

= Offtaker Receivables

-----------------------------------------1-Sep-06

= Offtaker Receivables

------------------------------------------



1-Dec-06

= Offtaker Receivables

-----------------------------------------1-Mar-07

= Offtaker Receivables

-----------------------------------------1-Jun-07

= Offtaker Receivables

-----------------------------------------1-Sep-07

= Offtaker Receivables

-----------------------------------------


Annex A to Receivables Purchase Agreement



A-2





----------------------------------------------------------------------------------------------------------------------------------Scheduled Offtaker Receivables

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Principal

Payment

Amortization on

Fixed Interest &

Quarterly Delivery

Date

All Series

Scheduled Fees

Interest on Floating-Rate

Series

Requirement

----------------------------------------------------------------------------------------------------------------------------------













----------------------------------------------------------------------------------------------------------------------------------1-Dec-07

23,770,000 +

5,577,523 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-08

24,160,000 +

5,280,294 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-08

24,540,000 +

4,978,211 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep 08

24,960,000 +

4,671,304 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-08

25,350,000 +

4,359,302 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-09

25,750,000 +

4,042,446 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-09

26,160,000 +

3,720,547 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

-----------------------------------------------------------------------------------------------------------------------------------



1-Sep-09

26,580,000 +

3,393,412 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-09

27,010,000 +

3,061,014 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-10

27,460,000 +

2,723,325 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-10

27,900,000 +

2,379,963 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-10

28,340,000 +

2,031,120 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-10

28,820,000 +

1,676,795 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-11

21,680,000 +

1,316,713 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-11

22,030,000 +

1,051,879 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-11

22,390,000 +

782,651 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-11

22,770,000 +

509,166 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-12

9,720,000 +

231,041 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-12

9,890,000 +

204,797 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-12

10,040,000 +

178,094 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-12

10,200,000 +

150,986 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Mar-13

10,370,000 +

123,446 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Jun-13

10,540,000 +

95,447 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Sep-13

10,700,000 +

66,989 +

Interest on Floating-Rate



Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------1-Dec-13

10,870,000 +

38,099 +

Interest on Floating-Rate

Series = Quarterly Delivery Requirement *1.1

----------------------------------------------------------------------------------------------------------------------------------=================

==================

Totals $

750,000,000

$

233,063,403

----------------------------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------------------Payment

Date

Offtaker Receivables

-----------------------------------------



1-Dec-07 = Offtaker Receivables

-----------------------------------------1-Mar-08 = Offtaker Receivables

-----------------------------------------1-Jun-08 = Offtaker Receivables

-----------------------------------------1-Sep 08 = Offtaker Receivables

-----------------------------------------1-Dec-08 = Offtaker Receivables

-----------------------------------------1-Mar-09 = Offtaker Receivables

-----------------------------------------1-Jun-09 = Offtaker Receivables

-----------------------------------------1-Sep-09 = Offtaker Receivables

-----------------------------------------1-Dec-09 = Offtaker Receivables

-----------------------------------------1-Mar-10 = Offtaker Receivables

-----------------------------------------1-Jun-10 = Offtaker Receivables

-----------------------------------------1-Sep-10 = Offtaker Receivables

-----------------------------------------1-Dec-10 = Offtaker Receivables

-----------------------------------------1-Mar-11 = Offtaker Receivables

-----------------------------------------1-Jun-11 = Offtaker Receivables

-----------------------------------------1-Sep-11 = Offtaker Receivables

-----------------------------------------1-Dec-11 = Offtaker Receivables

-----------------------------------------1-Mar-12 = Offtaker Receivables

-----------------------------------------1-Jun-12 = Offtaker Receivables

-----------------------------------------1-Sep-12 = Offtaker Receivables

-----------------------------------------1-Dec-12 = Offtaker Receivables

------------------------------------------



1-Mar-13 = Offtaker Receivables

-----------------------------------------1-Jun-13 = Offtaker Receivables

-----------------------------------------1-Sep-13 = Offtaker Receivables

-----------------------------------------1-Dec-13 = Offtaker Receivables

----------------------------------------------------------------------------------


Amex A to Receivables Purchase Agreement



Annex B

to the Receivables Purchase Agreement

SCHEDULE OF ADDITIONAL PURCHASED RECEIVABLES





----------------------------------------------------------------------------------------------------------------------------------Scheduled Additional Purchased

Receivables

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Principal

Payment

Amortization on

Fixed Interest &

Quarterly Delivery

Date

All Series

Scheduled Fees

Interest on Floating-Rate

Series

Requirement

----------------------------------------------------------------------------------------------------------------------------------











----------------------------------------------------------------------------------------------------------------------------------1-Mar-02

- +

6,654,375

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Jun-02

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Sep-02

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Dec-02

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Mar-03

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Jun-03

- +

8,553,125

+ Interest on Floating-Rate



Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Sep-03

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Dec-03

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Mar-04

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Jun-04

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Sep-04

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Dec-04

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Mar-05

- +

8,553,125

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------1-Jun-05

20,280,000 +

8,303,728

+ Interest on Floating-Rate

Series = Quarterly Delivery Requirement *0.1 +

----------------------------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Payment

Increase

Tax

Additional

Date

Reserve

Indemnity

Purchased

Account

Fee

Receivables

-----------------------------------------------------------------------







-----------------------------------------------------------------------Additional Purchased

1-Mar-02

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Jun-02

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Sep-02

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Dec-02

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Mar-03

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Jun-03

- 4,166.67

=

Receivables



------------------------------------------------------------------------Additional Purchased

1-Sep-03

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Dec-03

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Mar-04

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Jun-04

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Sep-04

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Dec-04

19,940,000 - 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Mar-05

- 4,166.67

=

Receivables

------------------------------------------------------------------------Additional Purchased

1-Jun-05

- 4,166.67

=

Receivables

------------------------------------------------------------------------


Annex B to Receivables Purchase Agreement



B-2





----------------------------------------------------------------------------------------------------------------------------------Scheduled Additional Purchased

Receivables

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Principal

Amortization

Payment

on All

Fixed Interest &

Interest on Floating-Rate

Quarterly Delivery

Date

Series

Scheduled Fees

Series

Requirement

----------------------------------------------------------------------------------------------------------------------------------











----------------------------------------------------------------------------------------------------------------------------------1-Sep-05

20,590,000 +

8,050,107

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Dec-05

20,930,000 +

7,792,676

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

------------------------------------------------------------------------------------



----------------------------------------------1-Mar-06

21,270,000 +

7,531,026

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Jun-06

21,620,000 +

7,265,153

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Sep-06

21,960,000 +

6,994,870

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Dec-06

22,320,000 +

6,720,363

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Mar-07

22,670,000 +

6,441,250

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Jun-07

23,040,000 +

6,157,892

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Sep-07

23,380,000 +

5,869,901

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Dec-07

23,770,000 +

5,577,523

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Mar-08

24,160,000 +

5,280,294

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Jun-08

24,540,000 +

4,978,211

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Sep-08

24,960,000 +

4,671,304

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Dec-08

25,350,000 +

4,359,302

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Mar-09

25,750,000 +

4,042,446

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

------------------------------------------------------------------------------------



----------------------------------------------1-Jun-09

26,160,000 +

3,720,547

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------1-Sep-09

26,580,000 +

3,393,412

+ Interest on Floating-Rate

Series

= Quarterly Delivery Requirement *0.1

---------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Increase

Tax

Additional

Payment

Reverse

Indemnity

Purchased

Date

Account

Fee

Receivables

----------------------------------------------------------------------------







----------------------------------------------------------------------------Additional Purchased

1-Sep-05 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Dec-05 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Mar-06 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Jun-06 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Sep-06 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Dec-06 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Mar-07 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Jun-07 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Sep-07 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Dec-07 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Mar-08 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Jun-08 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Sep-08 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased



1-Dec-08 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Mar-09 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Jun-09 +

4,166.67

=

Receivables

----------------------------------------------------------------------------Additional Purchased

1-Sep-09 +

4,166.67

=

Receivables

----------------------------------------------------------------------------


Annex B to Receivables Purchase Agreement



B-3





----------------------------------------------------------------------------------------------------------------------------------Scheduled Additional Purchase

Receivables

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Principal

Amortization

Increase

Payment

on All

Fixed Interest &

Interest on Floating-Rate

Quarterly Delivery

Reserve

Date

Series

Scheduled Fees

Series

Requirement

Account

----------------------------------------------------------------------------------------------------------------------------------













----------------------------------------------------------------------------------------------------------------------------------1-Dec-09

27,010,000 + 3,061,014 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Mar-10

27,460,000 + 2,723,325 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Jun-10

27,900,000 + 2,379,963 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Sep-10

28,340,000 + 2,031,120 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Dec-10

28,820,000 + 1,676,795 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + -



----------------------------------------------------------------------------------------------------------------------------------1-Mar-11

21,680,000 + 1,316,713 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Jun-11

22,030,000 + 1,051,879 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Sep-11

22,390,000 +

782,651 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Dec-11

22,770,000 +

509,166 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Mar-12

9,720,000 +

231,041 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Jun-12

9,890,000 +

204,797 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Sep-12

10,040,000 +

178,094 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Dec-12

10,200,000 +

150,986 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Mar-13

10,370,000 +

123,446 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Jun-13

10,540,000 +

95,447 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Sep-13

10,700,000 +

66,989 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ----------------------------------------------------------------------------------------------------------------------------------1-Dec-13

10,870,000 +

38,099 + Interest on Floating-Rate Series =

Quarterly Delivery Requirement * 0.1 + ==========

======

----------------------------------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------------------------------------Tax

Additional

Payment

Indemnity

Purchased

Date

Fee

Receivables

---------------------------------------------







---------------------------------------------Additional Purchased

1-Dec-09 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Mar-10 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Jun-10 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Sep-10 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Dec-10 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Mar-11 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Jun-11 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Sep-11 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Dec-11 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Mar-12 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Jun-12 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Sep-12 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Dec-12 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Mar-13 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Jun-13 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Sep-13 4,166.67 =

Receivables

---------------------------------------------Additional Purchased

1-Dec-13 4,166.67 =

Receivables

---------------------------------------------




Annex B to Receivables Purchase Agreement







----------------------------------------------------------------------------------------------------------------------------------Scheduled Additional Purchase

Receivables

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Principal

Amortization

Increase

Payment

on All

Fixed Interest &

Interest on Floating-Rate

Quarterly Delivery

Reserve

Date

Series

Scheduled Fees

Series

Requirement

Account

----------------------------------------------------------------------------------------------------------------------------------

















----------------------------------------------------------------------------------------------------------------------------------$750,000,0

Totals

0 $233,063,403

----------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------Tax

Additional

Indemnity

Purchased

Fee

Receivables

------------------------------------



-------------------------------------------------------------------------


Annex B to Receivables Purchase Agreement



Annex C

to the Receivables Purchase Agreement

SCHEDULE OF JUNIOR CERTIFICATE PAYMENTS

---------------------------------------------Scheduled Junior Certificate Payments

-------------------------------------------------------------------------------------------



Payment Date



Notional Payments on Junior

Trust Certificates

------------------------------------------------------------------------------------------1-Mar-02

---------------------------------------------1-Jun-02

---------------------------------------------1-Sep-02

---------------------------------------------1-Dec-02

---------------------------------------------1-Mar-03

---------------------------------------------1-Jun-03

---------------------------------------------1-Sep-03

---------------------------------------------1-Dec-03

---------------------------------------------1-Mar-04

---------------------------------------------1-Jun-04

---------------------------------------------1-Sep-04

---------------------------------------------1-Dec-04

---------------------------------------------1-Mar-05

3,988,000

---------------------------------------------1-Jun-05

4,056,000

---------------------------------------------1-Sep-05

4,118,000

---------------------------------------------1-Dec-05

4,186,000

---------------------------------------------1-Mar-06

4,254,000

---------------------------------------------1-Jun-06

4,324,000

---------------------------------------------1-Sep-06

4,392,000

---------------------------------------------1-Dec-06

4,464,000

---------------------------------------------1-Mar-07

4,534,000

---------------------------------------------1-Jun-07

4,608,000

---------------------------------------------1-Sep-07

4,676,000

---------------------------------------------1-Dec-07

4,754,000

---------------------------------------------1-Mar-08

4,832,000

---------------------------------------------1-Jun-08

4,908,000

---------------------------------------------1-Sep-08

4,992,000

---------------------------------------------1-Dec-08

5,070,000

---------------------------------------------1-Mar-09

5,150,000

---------------------------------------------1-Jun-09

5,232,000

---------------------------------------------1-Sep-09

5,316,000



---------------------------------------------1-Dec-09

5,402,000

---------------------------------------------1-Mar-10

5,492,000

---------------------------------------------1-Jun-10

5,580,000

---------------------------------------------Annex C to Receivables Purchase Agreement



C-2

---------------------------------------------Scheduled Junior Certificate Payments

------------------------------------------------------------------------------------------Payment Date

Notional Payments on Junior

Trust Certificates

------------------------------------------------------------------------------------------1-Sep-10

5,668,000

---------------------------------------------1-Dec-10

5,764,000

---------------------------------------------1-Mar-11

4,336,000

---------------------------------------------1-Jun-11

4,406,000

---------------------------------------------1-Sep-11

4,478,000

---------------------------------------------1-Dec-11

4,554,000

---------------------------------------------1-Mar-12

1,944,000

---------------------------------------------1-Jun-12

1,978,000

---------------------------------------------1-Sep-12

2,008,000

---------------------------------------------1-Dec-12

2,040,000

---------------------------------------------1-Mar-13

2,074,000

---------------------------------------------1-Jun-13

2,108,000

---------------------------------------------1-Sep-13

2,140,000

---------------------------------------------1-Dec-13

2,174,000

---------------------------------------------Total

$

150,000,000

---------------------------------------------Annex C to Receivables Purchase Agreement



Annex D

to the Receivables Purchase Agreement

DEFINITIONS OF BUNKER FUEL AND FUEL OIL

"Bunker Fuel" means marine fuels that are burned in the boilers or

engines of ships. Bunker Fuel is generally of two types:



1. Intermediate Fuel Oil (IFO) or Marine Fuel (MF) - IFO or MF is a

blended oil with a viscosity between heavy fuel oil and cutter stock (middle

distillates) that is formulated to achieve a specific viscosity. IFOs are used

in ships' main engines and occasionally in auxiliary engines. The two most

common types of IFO are 380 cSt and 180 cSt.

2. Marine Diesel Fuel (MDO) or Marine Gas Oil (MGO) - MDO or MGO is a

light distillate fuel frequently used in auxiliary engines and in the main

engines of military vessels.

For the purpose of all Transaction Documents, an "export" of Bunker

Fuel shall include any sale of Bunker Fuel in Brazil to ships owned by

non-Brazilian companies.

"Fuel Oil" means fuel oil that originates from residual fractions of

distillation units at the refinery and from other processes such as

deasphalting.

Annex D to Receivables Purchase Agreement



Exhibit A-1

to the Receivables Purchase Agreement

FORM OF NOTICE AND CONSENT TO SPECIFIED

BUYERS OF ELIGIBLE PRODUCTS SOLD BY

PETROBRAS FINANCE LTD. AND AFFILIATES IN THE U.S.

[Date]

[Specified Buyer]

[Address]

Attention: [_____]

Ladies and Gentlemen:

Petrobras America, Inc. (together with any of its successors and

assigns/1/, "PAI"), an affiliate of Petroleo Brasileiro S.A. - PETROBRAS

("Petrobras"), currently sells fuel oil and, in certain cases, bunker fuel, to

customers in the United States, including you. In connection with certain

financing transactions, Petrobras expects to enter into a Master Export Contract

with Petrobras Finance Ltd., an indirect wholly owned subsidiary of Petrobras,

pursuant to which Petrobras will agree to export and deliver to Petrobras

Finance Ltd., for resale to end customers within and outside of the United

States, fuel oil and/or bunker fuel (collectively, the "Eligible Products"). In

the future, Petrobras, Petrobras Finance Ltd. or any of our respective

affiliates (other than PAI, with whom we understand you have made separate

arrangements regarding these matters), may from time to time sell directly to

you and you may from time to time purchase Eligible Products. Such sales of

Eligible Products will give rise to amounts payable by you in favor of

Petrobras, Petrobras Finance Ltd. or such other affiliates (such amount,

excluding amounts payable to PAI in respect of sales of Eligible Products made

to you directly by PAI, the "Receivables").

In addition, Petrobras Finance Ltd. expects to enter into a Receivables

Purchase Agreement with U.S. Bank, National Association, Cayman Islands Branch

(the "Trustee") on behalf of PF Export Receivables Master Trust (the "Trust")

pursuant to which Petrobras Finance Ltd. will sell to the Trustee on behalf of

the Trust its right, title and interest in and to certain designated receivables

generated from the sale of Eligible Products (including, in certain

circumstances, the Receivables). Petrobras Finance Ltd. and the Trustee will

agree that, from and after the date indicated in a separate written



communication sent to you by the Trustee (such date, the "Effective Date"), all

Receivables should be paid by you directly to the Trustee as trustee for the

benefit of the Trust at the account specified in such notice (the "Collection

Account").

_________________________

/1/ To be inserted in all Notice and Consents executed after the Closing Date.

Exhibit A-1 to Receivables Purchase Agreement



A-1-2

Accordingly, in consideration of your ongoing sales relationship with

our affiliates and us, you are hereby authorized and directed from and after the

Effective Date to pay or cause to be paid all amounts in respect of Receivables

otherwise due to Petrobras Finance Ltd. or any of our affiliates, including

Petrobras, (but other than PAI), to the Collection Account or such other account

or accounts at such other bank or banks as are designated in writing to you from

time to time by the Trustee, in each case in U.S. Dollars (the "Payment

Instructions"). The Payment Instructions may not be changed except pursuant to

an express written instruction to you executed by the Trustee.

By your signature below, you agree to make such payments in accordance

with the Payment Instructions. By executing and delivering this notice and

consent, you further confirm to the Trustee that you have not received any prior

notice of any other sale, pledge or other assignment of, or any lien or

encumbrance upon the Receivables and have not previously agreed to make payments

in respect of the Receivables to any party except pursuant to arrangements that

have been revoked or released by the parties hereto. It is understood and agreed

that this notice and consent shall supersede all other payment instructions from

Petrobras, Petrobras Finance Ltd. or any of our respective affiliates (other

than PAI, who, we understand, has provided separate payment instructions), to

you with respect to the Receivables.

Please note that, except as specified herein, neither this notice and

consent nor the sale of the Receivables to the Trustee on behalf of the Trust

will in any way alter your business relationship with us. Any seller of Eligible

Products to you will be responsible for the performance of its obligations to

you and neither the Trustee nor the beneficiaries of the Trust shall have any

liability in respect of any such obligation. In particular, payments with

respect to products other than Eligible Products will continue to be made in

accordance with our customary practice. This notice and consent shall be binding

upon you and your successors and assigns and is for the benefit of the Trustee

for the benefit of the beneficiaries of the Trust. Except as expressly provided

herein with respect to payments, nothing in this notice and consent shall be

construed as creating or implying any obligation (other than any that may exist

independently of this notice and consent) on your part as purchaser of Eligible

Products from Petrobras Finance Ltd. or its affiliates.

This notice and consent shall be governed by and construed in

accordance with the laws of the State of New York, without giving effect to the

principles thereof relating to conflicts of law except Section 5-1401 of the New

York General Obligations Law.

Exhibit A-1 to Receivables Purchase Agreement



A-1-3

Please acknowledge your receipt of this notice and consent and your

agreement to comply with the terms specified above where indicated below.



Very truly yours,

Petroleo Brasileiro S.A. - PETROBRAS



By:_______________________________________

Name:

Title:

Petrobras Finance Ltd.



By:_______________________________________

Name:

Title:



AGREED AND ACKNOWLEDGED:

[Specified Buyer]

By __________________________

Name:

Title:

U.S. Bank, National Association, Cayman Islands Branch,

on behalf of PF Export Receivables Master Trust

By __________________________

Name:

Title:

Exhibit A-1 to Receivables Purchase Agreement



Exhibit A-2

to the Receivables Purchase Agreement

FORM OF NOTICE AND CONSENT TO SPECIFIED

BUYERS OF ELIGIBLE PRODUCTS SOLD BY

PETROBRAS FINANCE LTD. AND AFFILIATES OUTSIDE THE U.S.

[Date]

[Specified Buyer]

[Address]

Attention: [_____]

Ladies and Gentlemen:

In connection with certain financing transactions, Petroleo Brasileiro

S.A. - PETROBRAS (together with any of its successors and assigns/2/,

"Petrobras") expects to enter into a Master Export Contract with Petrobras

Finance Ltd., an indirect wholly owned subsidiary of Petrobras, pursuant to

which Petrobras will agree to export and deliver to Petrobras Finance, for

resale to end customers, fuel oil and/or bunker fuel (collectively, the

"Eligible Products"). Accordingly, in the future, Petrobras Finance Ltd. or any

of its affiliates, including Petrobras, may from time to time sell to you and



you may from time to time purchase Eligible Products. Such sales of Eligible

Products will give rise to amounts payable by you in favor of Petrobras Finance

Ltd. or such affiliates (such amounts, the "Receivables").

In addition, Petrobras Finance Ltd. expects to enter into a Receivables

Purchase Agreement with U.S. Bank, National Association, Cayman Islands Branch

(the "Trustee") on behalf of PF Export Receivables Master Trust (the "Trust")

pursuant to which Petrobras Finance Ltd. will sell to the Trustee on behalf of

the Trust its right, title and interest in and to certain designated receivables

generated from the sale of Eligible Products (including, in certain

circumstances, the Receivables). Petrobras Finance Ltd. and the Trustee will

agree that, from and after the date indicated in a separate written

communication sent to you by the Trustee (such date, the "Effective Date"), all

Receivables should be paid by you directly to the Trustee as trustee for the

benefit of the Trust at the account specified in such notice (the "Collection

Account").

Accordingly, in consideration of our ongoing sales relationship, you

are hereby authorized and directed from and after the Effective Date to pay or

cause to be paid all amounts in respect of Receivables otherwise due to

Petrobras Finance Ltd. or any of our affiliates, including Petrobras, to the

Collection Account or such other account or accounts at such other

________________________

/2/ To be inserted in all Notice and Consents executed after the Closing Date.

Exhibit A-2 to Receivables Purchase Agreement



A-2-2

bank or banks as are designated in writing to you from time to time by the

Trustee, in each case in U.S. Dollars (the "Payment Instructions"). The Payment

Instructions may not be changed except pursuant to an express written

instruction to you executed by the Trustee.

By your signature below, you agree to make such payments in accordance with

the Payment Instructions. By executing and delivering this notice and consent,

you further confirm to the Trustee that you have not received any prior notice

of any other sale, pledge or other assignment of, or any lien or encumbrance

upon the Receivables and have not previously agreed to make payments in respect

of the Receivables to any party except pursuant to arrangements that have been

revoked or released by the parties hereto. It is understood and agreed that this

notice and consent shall supersede all other payment instructions from Petrobras

Finance Ltd. or any of its affiliates, including Petrobras, to you with respect

to the Receivables.

Please note that, except as specified herein, neither this notice and

consent nor the sale of the Receivables to the Trustee on behalf of the Trust

will in any way alter your business relationship with us. Any seller of Eligible

Products to you will be responsible for the performance of its obligations to

you and neither the Trustee nor the beneficiaries of the Trust shall have any

liability in respect of any such obligations. In particular, payments with

respect to products other than Eligible Products will continue to be made in

accordance with our customary practice. This notice and consent shall be binding

upon you and your successors and assigns and is for the benefit of the Trustee

for the benefit of the beneficiaries of the Trust. Except as expressly provided

herein with respect to payments, nothing in this notice and consent shall be

construed as creating or implying any obligation (other than any that may exist

independently of this notice and consent) on your part as purchaser of Eligible

Products from Petrobras Finance Ltd. or its affiliates.

This notice and consent shall be governed by and construed in accordance



with the laws of the State of New York, without giving effect to the principles

thereof relating to conflicts of law except Section 5-1401 of the New York

General Obligations Law.

Exhibit A-2 to Receivables Purchase Agreement



A-2-3

Please acknowledge your receipt of this notice and consent and your

agreement to comply with the terms specified above where indicated below.

Very truly yours,

Petroleo Brasileiro S.A. - PETROBRAS

By:_______________________________________

Name:

Title:

Petrobras Finance Ltd.

By _______________________________________

Name:

Title:

AGREED AND ACKNOWLEDGED:

[Specified Buyer]

By __________________________

Name:

Title:

U.S. Bank, Cayman Islands Branch,

on behalf of PF Export Receivables Master Trust

By __________________________

Name:

Title:

Exhibit A-2 to Receivables Purchase Agreement



Exhibit A-3

to the Receivables Purchase Agreement

FORM OF NOTICE AND CONSENT TO SPECIFIED

BUYERS OF ELIGIBLE PRODUCTS SOLD BY

PETROBRAS AMERICA, INC. IN THE U.S.

[Date]

[Specified Buyer]

[Address]

Attention: [_____]

Ladies and Gentlemen:



Petrobras America, Inc. (together with any of its successors and assigns/3/

the "U.S. Seller") may from time to time sell to you, and you may from time to

time purchase, fuel oil and/or bunker fuel (collectively, "Eligible Products").

Sales of these Eligible Products will give rise to amounts payable by you in

favor of us (such amounts, the "Receivables").

In connection with certain financing transactions, we expect to enter into

a Product Sale Agreement with Petrobras Finance Ltd., an indirect wholly owned

subsidiary of Petroleo Brasileiro S.A.-PETROBRAS ("Petrobras"), pursuant to

which Petrobras Finance Ltd. may sell to us, for resale to end customers,

certain Eligible Products. In addition, Petrobras Finance Ltd. expects to enter

into a Receivables Purchase Agreement with U.S. Bank, National Association,

Cayman Islands Branch (the "Trustee") on behalf of PF Export Receivables Master

Trust (the "Trust") pursuant to which Petrobras Finance Ltd. will sell to the

Trustee on behalf of the Trust its right, title and interest in and to certain

designated receivables generated from the sale of Eligible Products to us. In

the Product Sale Agreement we and Petrobras Finance Ltd. will also agree that,

from and after the date indicated in a separate written communication sent to

you by the Trustee (such date, the "Effective Date"), the Receivables should be

paid by you directly to the account specified by the Trustee in such notice (the

"U.S. Seller Account").

Accordingly, in consideration of our ongoing sales relationship, you are

hereby authorized and directed from and after the Effective Date to pay or cause

to be paid all amounts in respect of Receivables otherwise due to us to the U.S.

Seller Account or such other account or accounts at such other bank or banks as

are designated in writing to you from time to time by the Trustee, in each case

in U.S. Dollars (the "Payment Instructions"). The Payment Instructions may not

be changed except pursuant to an express written instruction to you executed by

the Trustee.

---------------------/3/ To be inserted in all Notice and Consents executed after the Closing Date.

Exhibit A-3 to Receivables Purchase Agreement



A-3-2

By your signature below, you agree to make such payments in accordance with

the Payment Instructions. By executing and delivering this notice and consent,

you further confirm to the Trustee that you have not received any prior notice

of any other sale, pledge or other assignment of, or any lien or encumbrance

upon the Receivables and have not previously agreed to make payments in respect

of the Receivables to any party except pursuant to arrangements that have been

revoked or released by the parties hereto. It is understood and agreed that this

notice and consent shall supersede all other payment instructions from us to you

with respect to the Receivables.

Please note that, except as specified herein, this notice and consent will

not in any way alter your business relationship with us. We will remain

responsible for the performance of our obligations to you and neither the

Trustee nor the beneficiaries of the Trust shall have any liability in respect

of any such obligation. In particular, payments with respect to products other

than Eligible Products will continue to be made in accordance with our customary

practice. This notice and consent shall be binding upon you and your successors

and assigns and is for the benefit of the Trustee for the benefit of the

beneficiaries of the Trust. Except as expressly provided herein with respect to

payments, nothing in this notice and consent shall be construed as creating or

implying any obligation (other than any that may exist independently of this

notice and consent) on your part as purchaser of Eligible Products from us.

We understand that you will also have been sent a similar letter providing



separate payment instructions with respect to any sales of Eligible Products

that may be made to you directly by Petrobras, Petrobras Finance Ltd. or any of

their respective affiliates (other than us).

This notice and consent shall be governed by and construed in accordance

with the laws of the State of New York, without giving effect to the principles

thereof relating to conflicts of law except Section 5-1401 of the New York

General Obligations Law.

Exhibit A-3 to Receivables Purchase Agreement



A-3-3

Please acknowledge your receipt of this notice and your agreement to comply

with the terms specified above where indicated below.

Very truly yours,

Petrobras America, Inc.

By:_______________________________________

Name:

Title:

AGREED AND ACKNOWLEDGED:

[Specified Buyer]

By __________________________

Name:

Title:

U.S. Bank, National Association, Cayman Islands Branch,

on behalf of PF Export Receivables Master Trust

By __________________________

Name:

Title:

Exhibit A-3 to Receivables Purchase Agreement



Exhibit B

to the Receivables Purchase Agreement

BUYER MODIFICATION NOTICE

[Date]

U.S. Bank, National Association, Cayman Islands Branch



Ladies and Gentlemen:

Reference is made to that certain Receivables Purchase Agreement dated as

of December [__], 2001 (the "Receivables Purchase Agreement"), between and among

Petrobras Finance Ltd. ("Petrobras Finance") and U.S. Bank, National

Association, Cayman Islands Branch in its capacity as trustee of the PF Export



Receivables Master Trust (the "Trustee") and Petroleo Brasileiro S.A. PETROBRAS ("Petrobras"). Capitalized terms used herein not otherwise defined

shall have the meanings set forth in the Receivables Purchase Agreement.

The undersigned, [Authorized Officer], as [

] of Petrobras Finance, does

hereby notify the Trustee, pursuant to Section 6.01 of the Receivables Purchase

Agreement, of the following addition or other modification to the list of

customers that are Specified Buyers:

1. As of the Buyer Modification Date, [Buyer] is hereby added as a

Specified Buyer.

2. The date on which the foregoing modification shall take effect (the

"Buyer Modification Date") is [

].

3. Attached hereto is [(i) a fully-executed copy of the Notice and

Consent sent to, and executed by, [Specified Buyer]/4/.

Very truly yours,

Petrobras Finance Ltd.

By:_______________________________________

Name:

Title:

------------------/4/ To be used to add a specified Buyer.

Exhibit B to the Receivables Purchase Agreement

6



Exhibit C

to the Receivables Purchase Agreement

INITIAL SPECIFIED BUYERS

Notice and Consent Agreements from Specified Buyers of Petrobras America, Inc.

1.

2.

3.

4.

5.

6.

7.

8.



Fuel and Marine Marketing LLC

Glencore Ltd.

Koch Petroleum Group LP

Novarco Ltd.

Tosco

Trafigua A.G.

Veka Oil Supply & Trading, Inc.

Vitol S.A., Inc.



Notice and Consent Agreements from Specified Buyers of Petrobras Finance Ltd.

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.



CSAV - Compania Sudamericana de Vapores

Fuel and Marine Marketing LLC

Koch Petroleum Group LP

P&O Nedlloyd B.V.

Tosco Corporation

Tragigura A.G.

Tramp Oil Ltd.

Veka Oil Supply and Trading, Inc.

Vitol Asia Pte Ltd.

Vito S.A., Inc.

Westport Petroleum Inc.



Exhibit C to the Receivables Purchase Agreement



Exhibit D

to the Receivables Purchase Agreement

FORM OF BUYER INSTRUCTION

This is to notify you that we have entered into a Receivables Purchase

Agreement with U.S. Bank, National Association, Cayman Islands Branch, as

trustee (the "Trustee") of the PF Export Receivables Master Trust pursuant to

which all amounts due and owing by you to us [hereunder] [under the attached

invoice] has been sold, transferred and assigned absolutely (and not by way of

charge) to the Trustee. Accordingly, please pay all amounts due hereunder to the

Trustee at [ACCOUNT DETAILS] or at such other location as may be notified to you

in writing by the Trustee. Please note that we will still be responsible for the

performance of our obligations to you and the Trustee will not have any

obligations with respect to these obligations.

[DATED THIS



DAY OF



]



FOR AND ON BEHALF OF PETROBRAS FINANCE LTD.

Exhibit D to the Receivables Purchase Agreement



Exhibit E

to the Receivables Purchase Agreement

GUARANTY

This GUARANTY (this "Guaranty"), dated as of [_______], made by Petroleo

Brasileiro S.A. - PETROBRAS, a mixed capital company organized and existing

under the laws of Brazil (the "Guarantor") in favor of Petrobras Finance Ltd.,

an exempted company incorporated with limited liability organized and existing

under the laws of the Cayman Islands (together with its successors and assigns,

"Petrobras Finance").

W I T N E S S E T H:

For good and valuable consideration, the sufficiency of which is hereby

acknowledged, the Guarantor grants this guaranty pursuant to Section 4.01(w) of

the Receivables Purchase Agreement dated December 21, 2001 between Petrobras,

Petrobras Finance and U.S. Bank, National Association, Cayman Islands Branch

(the "Trustee").

The Guarantor hereby unconditionally guarantees to Petrobras Finance and

the Trustee the prompt payment (whether at stated maturity, by acceleration or

otherwise) of amounts payable to it by all Affiliates of the Guarantor

(including the U.S. Seller) in respect of all Receivables owed by such

Affiliates (hereinafter the "Guaranteed Obligations"). The Guarantor agrees that

this Guaranty is a guaranty of payment and not of collection, and that its

obligations under this Guaranty shall be primary, absolute and unconditional,

irrespective of, and unaffected by: (i) the genuineness, validity, regularity,

enforceability or any future amendment of, or change in this Guaranty, any

Transaction Document, any Receivable, or any other agreement, document or

instrument to which Petrobras Finance and/or the Guarantor is or may become a

party; (ii) the absence of any action to enforce this Guaranty, any Receivable

or any Transaction Document or the waiver or consent by the Trustee and/or

Petrobras Finance with respect to any of the provisions thereof; (iii) the

existence, value or condition of, or failure to perfect any lien over the

Guaranteed Obligations or any action, or the absence of any action, by the



Trustee in respect thereof (including, without limitation, the release of any

such security); (iv) the insolvency of Petrobras Finance or any of its

Affiliates; or (v) any other action or circumstance which might otherwise

constitute a legal or equitable discharge or defense of a surety or guarantor.

The Guarantor shall be regarded, and shall be in the same position, as

principal debtor with respect to the Guaranteed Obligations. The Guarantor

agrees, upon the written request of the Trustee or Petrobras Finance, to execute

and deliver to the Trustee or Petrobras Finance, from time to time, any

additional instruments or documents reasonably considered necessary by the

Trustee or Petrobras Finance to cause this Guaranty to be, become or remain

valid and effective in accordance with its terms.

Capitalized terms used herein shall have the meanings assigned to them in

the Amended and Restated Trust Deed dated December 21, 2001, unless otherwise

defined herein.

THE PROVISIONS OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Exhibit E to the Receivables Purchase Agreement



E-2

IN WITNESS WHEREOF, the undersigned has executed and delivered this

Guaranty as of the date first above written.

Petroleo Brasileiro S.A. - PETROBRAS

By:_______________________________________

Name:

Title:

Exhibit E to the Receivables Purchase Agreement