Common use of Guarantees Clause in Contracts

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee (a) Each Guarantor hereby jointly and severally unconditionally guarantees, as a primary obligor and not merely as a surety, to the Holder the full discharge and punctual payment when due, whether at the Maturity Date, by acceleration, by prepayment or otherwise, of all obligationsobligations of the Borrower under this Note, whether for payment of principal or interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) in respect of the Note and accessoryall other monetary obligations of the Borrower under this Note, whether for fees, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as pursuant to the penaltiesterms of Section 6, judicial without notice to or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that each such Guarantor shall remain bound under this Section 8 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Borrower of any of the Guaranteed Obligations and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor waives notice of any default under this Note. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Holder to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (as defined below) under this Note or any other agreement or otherwise; (ii) any extension of the repayment terms of the Guaranteed Obligations; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Note or any other agreement; (iv) the failure to perfect any security interest in, or the release of, any security held by the Holder for the Guaranteed Obligations or any of them; or (v) the failure of the Holder to exercise any right or remedy against any other Guarantor. In the event that there is a Change in Control with respect to any Guarantor, all obligations of such Guarantor hereunder shall be relieved in full and such Guarantor shall cease to be subject to any obligation hereunder or to be deemed a "Guarantor" upon the effectiveness of such Change in Control. (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Borrower first be used and depleted as payment of the Borrower's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the LENDER incurs and/or may incur Borrower be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by the Holder to any security held for covering its creditpayment of the Guaranteed Obligations. (e) The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise of any Guaranteed Obligation, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form obligations of Annex B of this Contract, duly signed each Guarantor herein shall not be discharged or impaired or otherwise affected by the authorized signatory failure of the DEBTOR and endorsed Holder to assert any claim or demand or to enforce any remedy under this Note or any other agreement, by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIany waiver or modification of any provision thereof by any default, failure or delay, willful or otherwise, in the capacity performance of GUARANTOR(S)the Guaranteed Obligations, CO-OBLIGOR(Sor by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) jointly Each Guarantor agrees that its guarantee shall remain in full force and severally with effect until payment in full of all the DEBTOR for all obligations under this Contract and Request for Disbursement by Guaranteed Obligations. Each Guarantor further agrees that its guarantee herein shall continue to be effective or be reinstated, as the DEBTORcase may be, and who may if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be called restored by the Holder upon the bankruptcy or reorganization of the Borrower or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which the Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to honor pay the obligations here assumedGuaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by prepayment or otherwise, each Guarantor hereby promises to and shall, upon receipt of written demand by the Holder, forthwith pay, or cause to be paid, in cash, to the Holder an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holder in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it and the Holder, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 9 for the purposes of any guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 10, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 8. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Holder in enforcing any rights under this Section 8. (j) Bookham, Inc. shall cause each of its Subsidiaries that (i) has not executed and delivered this Note "as Guarantor" and (ii) is or becomes a Principal Borrower Subsidiary to execute and deliver such instruments and do such acts as may be necessary for such Principal Borrower Subsidiary to become a Guarantor under this Section 8. (k) Upon request of the Holder, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Note. (l) In the case of any payments made by a Guarantor pursuant to this Section 8, the following shall apply: (i) All such payments shall be made to the Holder without withholding or deduction for, or on account of, Taxes (other than those withholdings or deductions to which payments by the Borrower are subject). In the event any withholding or deduction for Taxes is required by law or by the interpretation or administration thereof by the relevant governmental authority, such Guarantor shall pay such additional amounts as may be necessary in order that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and divisionnet amounts received by the Holder after such withholding or deduction may not be less than the net amount that would have been received by the Holder from the Borrower. b(ii) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject Holder is entitled to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriateclaim an exemption from, or insufficient a reduction of, any withholding or deduction for or on account of Taxes under any applicable law or treaty, the Holder hereby covenants and agrees that it will take all reasonably necessary steps to secure the benefit of such exemption or reduction. Further, if the Holder is entitled to claim a refund of any withholding or deduction of or on account of Taxes under any applicable law or treaty, the Holder hereby covenants and agrees that it will take all reasonably necessary steps to secure such refund, and (to the extent that such Guarantor has made a payment of an additional amount pursuant to this Section 8(l)) account for such refund to such Guarantor. (iii) If (and for so long as) the Holder fails to satisfy its obligations under clause (ii) of this Section 8(l), such Guarantor shall not be required to make any payments under this Section 8 to the DEBTOR in extent that such payments could have been avoided if the Holder had complied with its obligations under clause (ii) of this ContractSection 8(l). For example (and solely for purposes of illustration), it if payments by such Guarantor are subject to a withholding tax of 15%, but under the applicable tax treaty the Holder is hereby certain entitled to claim a reduction of withholding tax from 15% to 10%, then, if the Holder fails to comply with its obligations under clause (ii) of this Section 8(l), such Guarantor shall be obligated to make payments under clause (i) of this Section 8(l) on the reduced 10% withholding tax and agreed shall have no obligation under clause (i) of this Section 8(l) with respect to the 5% withholding tax that could have been avoided if the DEBTOR and/or guaranteeing third parties will constitute the Assignment Holder had complied with its obligations under clause (ii) of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionthis Section 8(l).

Guarantees. To guarantee full discharge Guarantee or assume or be or agree to become liable in any way, either directly or indirectly, for any Indebtedness or liability of all obligations, principal and accessory, that others except: (i) to endorse checks or drafts in the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver ordinary course of business; (ii) pursuant to the LENDER: aGuaranty; (iii) Promissory Notes in the form of Annex B of this Contract, duly signed guaranty by the authorized signatory of the DEBTOR and endorsed by Merk▇▇▇ das Contas Produtora de Petróleo LTDA ▇▇▇rican Co., Inc. of indebtedness of Merchandising Corporation of America, Inc, as described on Exhibit B, provided that the principal amount thereof shall not exceed at any time Five Hundred Thousand Dollars ("Promissory $500,000); (iv) the guaranty by Borrower of the mortgage indebtedness permitted pursuant to Paragraph 6.1(vi) hereof with respect to the Canton, Massachusetts building; (v) Guarantees by the Subsidiaries of the Revolver, Permitted Revolver Financings and the Richmont Subordinated Notes; (vi) Guarantees incurred in the ordinary course of business with respect to be included surety and indicated appeal bonds, performance and return-of-money bonds and other similar obligations; (vii) Indebtedness constituting obligations to reimburse worker's compensation insurance companies for claims paid by such companies on any Company's behalf in Table IIIaccordance with the policies issued to such Company; (viii) Indebtedness of any Company under any interest rate swap, interest rate caps, interest rate collars or other similar agreements, or any foreign exchange, currency hedging, commodity hedging or other similar agreement entered into to enable such Company to fix or limit its interest expense or to limit the market risk of holding currency or a commodity in either the cash or futures markets; provided that, in the capacity case of GUARANTOR(S)any Synthetic Purchase Agreement related to any Subordinated Debt, CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that Company thereunder must be subordinated to the DEBTOR and/or guaranteeing third parties will constitute Senior Debt to at least the Assignment same extent as the Subordinated Debt to which such Synthetic Purchase Agreement relates (the Borrower shall promptly deliver to the Agent a copy of Credit Rights in favor any Synthetic Purchase Agreement to which any Company becomes a party); (vii) the existing guarantees as of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.date hereof as disclosed on Exhibit B.

Guarantees. To guarantee full discharge Subject to Section 7.2(ix) in all events, Borrowers will cause (i) each current and future Material Domestic Subsidiary that is not already a Credit Party and (ii) each current and future Subsidiary of all obligationsany Credit Party that is a guarantor of any Permitted Senior Note or any Permitted Subordinated Note (other than, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver with respect to the LENDER: a) Promissory Indebtedness under any notes issued pursuant to the Permitted Existing Indenture only (and excluding any refinancing or replacement thereof or any Permitted Refinancing Notes), any Notes in Indenture Additional Party), to guarantee the form of Annex B of this Contract, duly signed by the authorized signatory prompt payment and performance when due of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated Obligations in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally accordance with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions provisions of the ContractSubsidiary Guaranty. As soon as practicable and in any event (i) within ten (10) days after any Person becomes a Material Domestic Subsidiary, ratifying it and (ii) prior to any Person becoming a guarantor of any Permitted Senior Note or any Permitted Subordinated Note (other than, with respect to the Indebtedness under any notes issued pursuant to the Permitted Existing Indenture only (and excluding any refinancing or replacement thereof or any Permitted Refinancing Notes), any Notes Indenture Additional Party), Borrowers will provide the Administrative Agent written notice thereof and, to the extent such Person is not already a Credit Party, will cause such Person to execute a Subsidiary Guaranty Joinder Agreement in its entirety and taking joint responsibility for all obligations assumed substantially the same form as Schedule 1 to the Subsidiary Guaranty, together with such other certificates or documents as Administrative Agent reasonably deems necessary or appropriate to confirm such Subsidiary Guaranty, including without limitation, closing opinions (supplementing the closing opinion required by Section 4.1.1(v) of this Agreement) as required by the DEBTOR Administrative Agent or the Required Lenders in connection with the Contract ("Amendment Subsidiary Guaranty instruments executed from time to the Contract")time by Material Subsidiaries under this Section 9.1. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge Subject to the provisions of all obligationsthis Section 7, principal each Guarantor hereby fully, unconditionally and accessory, that the DEBTOR assumes in this Contractirrevocably guarantees, as well primary obligor and not merely as surety, on a joint and several senior unsecured basis, to each Holder of the penalties, judicial or extrajudicial costs and expenses, taxesNotes, and similar charges that the LENDER incurs and/or may incur for covering its creditTrustee the due and punctual payment, of the DEBTOR delivers and/or will deliver principal of (and premium, if any) and interest (including, in case of default, interest on principal and, to the LENDER: a) Promissory Notes in the form of Annex B of this Contractextent permitted by applicable law, duly signed by the authorized signatory of the DEBTOR on overdue interest and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) including any additional interest required to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement paid according to the terms and conditions of the ContractNotes), ratifying it in its entirety if any, on the Notes, when and taking joint responsibility as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for all obligations assumed by repayment at the DEBTOR in the Contract ("Amendment option of any Holder or otherwise, according to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, terms thereof and characterized in Table VI. Paragraph One -- The Promissory Notes of this Indenture and Amendment all other obligations of the Company with respect to the ContractNotes to any Holder or the Trustee hereunder or thereunder (the “Guarantor Obligations”). Each Guarantor agrees that the Guarantor Obligations shall rank equally in right of payment with other Indebtedness of such Guarantor, as described in items "a" and "b" above, will be submitted except to the LENDER within 15 (fifteen) days from the date this Contract extent such other Indebtedness is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject subordinate to the conditions established Guarantor Obligations, in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure which case the obligations of the DEBTOR Guarantors under the Note Guarantees shall rank senior in right of payment to such other Indebtedness, and except for claims of creditors that are mandatorily preferred by law, in which case the obligations of the Guarantors under the Note Guarantees shall rank junior in right of payment to such claims. To evidence its Note Guarantee set forth in this ContractSection 7.1, it each Guarantor hereby agrees that this Indenture (or a supplement thereto) shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 7.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an Officer whose signature is hereby certain and agreed on this Indenture (or a supplement thereto) no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the DEBTOR and/or guaranteeing third parties will constitute Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Section 7.1 notwithstanding any extension or renewal of any Guarantor Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Assignment Company of Credit Rights in favor any of the LENDERGuarantor Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guarantor Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth in Section 7.4, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantor Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 4.5 or Section 7.5 hereof or Section 8.1 of the Base Indenture. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions applicable otherwise, each Guarantor hereby promises to its proper formalization and registrationwill forthwith pay, ensuring Assignment of Shares or cause to be paid, in cash, to the Holders or the Trustee on behalf of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Holders an amount equal to the referredsum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Guarantor whether or not a claim for post-to nonformalization filing or depreciationpost-petition interest is allowed in such proceeding). Each Guarantor further agrees that, and/or loss of collateralas between such Guarantor, under penalty of early termination on the one hand, and the Holders, on the other hand, (x) the maturity of the transactionGuarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section 7.1.

Guarantees. To The New Notes will be guaranteed, jointly and severally, by Affinion Holdings and the Subsidiary Guarantors, which are each of the Company’s direct and indirect Restricted Subsidiaries (other than any Excluded Subsidiaries). On the Issue Date, each of the Company’s Restricted Subsidiaries listed on Schedule I hereto (including but not limited to the Foreign Subsidiaries listed on Schedule I hereto) will be a Subsidiary Guarantor (together with Affinion Holdings, the “Initial Guarantors”). In the twelve month period ended December 31, 2018, Subsidiaries that are not guaranteeing the New Notes (“Non-Guarantor Subsidiaries”) contributed $[•] million and $[•] million to our net revenues and EBITDA, respectively. As of December 31, 2018, the Non-Guarantor Subsidiaries would have held approximately $[•] million, or [•]%, of our total assets. Each Guarantee: • will be senior in right of payment to all existing and future subordinated Indebtedness of each Guarantor; • will be a general unsecured obligation of each Guarantor; • will be effectively subordinated in right of payment to all existing and future secured Indebtedness of each Guarantor, including the guarantee full discharge of such Guarantor under the Credit Agreement to the extent of the collateral secured thereby; and • will be, subject to the Payment Subordination Provisions, pari passu in right of payment with all obligationsexisting and future senior Indebtedness of each Guarantor, principal and accessory, including the guarantee of such Guarantor under the Credit Agreement. The obligations of any Foreign Subsidiary that is a Subsidiary Guarantor organized in any jurisdiction other than the DEBTOR assumes United Kingdom with respect to its Guarantee will be subordinated in right of payment (as described in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditparagraph, the DEBTOR delivers and/or will deliver “Payment Subordination Provisions”) to the LENDER: a) Promissory Notes prior payment in the form full in cash of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract the Credit Agreement, dated as of May 10, 2017, by and Request for Disbursement among Affinion Holdings, the Company, the lenders party thereto, HPS Investment Partners, LLC, as administrative agent and collateral agent, as in effect on the Issue Date (as amended, restated, amended and restated, supplemented, refinanced, replaced or otherwise modified, the “HPS Credit Agreement”); provided that the Guarantees of such Subsidiary Guarantors shall in all respects rank (i) pari passu in right of payment with any Indebtedness of the Company or such Subsidiary Guarantor that ranks pari passu in right of payment with the HPS Credit Agreement and (ii) senior in right of payment with any Indebtedness of the Company or such Subsidiary Guarantor that ranks subordinated in right of payment with the HPS Credit Agreement. The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law. In addition, the guarantees by certain foreign subsidiaries may also be limited by financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting creditor rights generally. See “Risk Factors—Risk Factors Related to Our Indebtedness Following the DEBTORTransactions—Federal and state statutes allow courts, under specific circumstances, to avoid notes and any future guarantees and require holders of New Notes to return payments received, and who foreign laws may at any time be called upon contain similar provisions.” As of December 31, 2018, after giving pro forma effect to honor the obligations here assumedTransactions, in the event that Initial Guarantors would have had $[•] million of Secured Indebtedness, of which $[•] million would have been guarantees of Indebtedness under the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA Credit Agreement. Each Guarantee will be constituted as joint debtor in the Contracta continuing guarantee and, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contractnext succeeding paragraph, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.shall:

Guarantees. To (a) Each of the New Subsidiary Guarantors agrees that it hereby shall become a “Subsidiary Guarantor” under and for all purposes of the Indenture with all the rights and obligations of a Subsidiary Guarantor thereunder, and for that purpose and subject to Section 3.1(b) of this First Supplemental Indenture hereby, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis (such guarantee is referred to herein as a “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full discharge when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Successor Company or the Subsidiary Guarantors to the Holders or the Trustee under the Indenture or the Notes (including amounts due the Trustee under Section 7.07 of the Indenture) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Notes and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, principal and accessory, that the DEBTOR assumes same shall be promptly paid in this Contract, as well as full when due or performed in accordance with the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory terms of the DEBTOR extension or renewal, whether at maturity, by acceleration or otherwise, all in accordance with and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement subject to the terms and conditions of the ContractNotes and Article Twelve of the Indenture. (b) The obligations of each New Subsidiary Guarantor to the Holders of Notes and to the Trustee pursuant to its Guarantee and the Indenture are expressly set forth in Article Twelve of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee of each New Subsidiary Guarantor and all of the other provisions of the Indenture pursuant to which such Guarantees relate. (c) The Guarantees are subject to release upon the terms set forth in the Indenture. (d) As used in this Section 3.1, ratifying (i) the term “Subsidiary Guarantor” has the meaning assigned to it in its entirety the Indenture, and taking joint responsibility for all obligations assumed by (ii) the DEBTOR terms “Indenture,” “Note,” and “Notes” mean the Indenture, Note and Notes as they may be amended or supplemented from time to time, including without limitation pursuant to this First Supplemental Indenture. (e) In the event of any conflict or inconsistency between the terms of any Guarantee set forth in this First Supplemental Indenture and the Contract ("Amendment provisions of the Indenture relating to the Contract"). c) Further Assurances in Annexed Instruments properly definedguarantees of Subsidiary Guarantors, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty provisions of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionIndenture shall control.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) Each Guarantor hereby jointly and severally with irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to each Holder, the DEBTOR for Trustee, the Collateral Agent and their respective successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations Obligations of the Issuer under this Contract Indenture (including obligations to the Trustee) and Request the Securities, whether for Disbursement by payment of principal of, or premium, if any, or interest, if any, on, the DEBTORSecurities and all other monetary obligations of the Issuer under this Indenture and the Securities, and who (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities, on the terms set forth in this Indenture by becoming a party to this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees that the Guaranteed Obligations may at be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any time extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be called upon secured by security interests (subject to honor Permitted Liens) in the Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.13 and 4.16. (c) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities, any Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, any Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (d) Each Guarantor hereby waives any right to which it may be entitled (except as may be required by applicable requirements of law or regulation and to the extent the relevant requirement cannot be waived) to (i) have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (f) Except as expressly set forth in Sections 8.01, 10.02, 10.03 and 10.06, the obligations here assumedof each Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim (other than payment in full) of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) the DEBTOR failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities, any Security Document or any other agreement, (ii) any waiver or modification of any thereof, (iii) any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or (iv) any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by contractual any Holder or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares the Trustee upon the bankruptcy or reorganization of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization Issuer or depreciation, and/or loss of collateral, under penalty of early termination otherwise. (h) In furtherance of the transactionforegoing and not in limitation of any other right that any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, at any time when an Event of Default pursuant to Section 6.01(a) or 6.01(b) has occurred and is continuing or upon the failure of the Issuer to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer then due to the Holders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (j) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 10.01. (k) Each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To No Restricted Company will be or become a guarantor of any kind; provided, that this Section 9.12 shall not apply to: (a) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or any similar transaction in the normal course of business, (b) any indemnity or guaranty of a surety bond for the performance by a customer of a Restricted Company of the customer’s obligations under a land development contract, (c) any guarantee full discharge by the Guarantor of all obligationsa real estate loan permitted by clause (c) of Section 9.10 hereof, (d) subject to the limitations set forth in Section 9.20 hereof, principal and accessoryany Completion Guaranty with respect to a real estate building project, if the Guarantor or any other Company is the developer of such project or has a property interest in such project (including, but not limited to, a Non‑Affiliate Construction Project), (e) the guarantee by the Guarantor set forth in Section 3 hereof, (f) any other guarantee by the Guarantor, provided, that the DEBTOR assumes Guarantor’s aggregate personal liability in this Contractrespect of all of such other guarantees and in respect of all loans or letters of credit referred to in clause (d) of Section 9.10 hereof, does not then exceed, and after making the guarantee in question would not exceed, Twenty-Five Million Dollars ($25,000,000), (g) any unsecured guarantee by the Guarantor or any Restricted Subsidiary of the equity investment or performance of a Subsidiary of the Guarantor (other than any Indebtedness of such Subsidiary incurred for borrowed money) in connection with a real estate project in favor of a partner or member, or a partnership or limited liability company in which such Subsidiary is a general partner or a member, as well applicable, when the Guarantor or such Restricted Subsidiary, as the penaltiescase may be, judicial deems it to be in its best interest not to be a partner, a member, or extrajudicial costs have a direct interest in the partnership or limited liability company, as applicable, (h) the guarantee by the Guarantor of the obligations of Franklin Town Towers Associates located in Philadelphia, Pennsylvania, with respect to Museum Towers, in the original principal amount of Twenty Million Four Hundred Thousand Dollars ($20,400,000); provided, that such obligations shall only be amended, restated, extended or refinanced on terms and expensesconditions substantially similar to those initially applicable to such obligations and the aggregate principal amount of such obligations will not be increased thereby, (i) any guarantee or indemnity by the Guarantor or any Restricted Subsidiary for fraud, taxesmisappropriation, misapplication or environmental problems, or as are otherwise usual and similar charges customary in non-recourse carve-out guaranties given in commercial mortgage loan transactions entered into by any Company, provided, that such a guarantee or indemnity may be given by the LENDER incurs and/or may incur for covering its creditGuarantor or a Restricted Subsidiary, but not both (unless such Restricted Subsidiary is also the DEBTOR delivers and/or will deliver borrower in the particular commercial mortgage loan transaction), in connection with any particular commercial mortgage loan transaction, (j) subject to Section 9.10(k) hereof, any guarantee by the Guarantor of an unsecured Hedge Agreement permitted by Section 8.04 of the Agreement entered into by a Subsidiary of the Guarantor (other than the Borrower), (k) the MTA Guaranty; provided, that (i) the maximum principal amount of the Guarantor’s obligations thereunder shall not exceed Thirty Million Dollars ($30,000,000) and (ii) the Guarantor shall not enter into or agree to enter into any amendment, supplement or other modification to the LENDER: a) Promissory Notes MTA Guaranty that, in the form opinion of Annex B the Agents, is or would be materially adverse to the interests of this Contractthe Banks, duly signed or (l) the guarantee by the authorized signatory of Guarantor in connection with the DEBTOR Park Creek Metropolitan District and endorsed by Stapleto▇ ▇▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated ▇▇C located in Table IIIStapleto▇, in the capacity of GUARANTOR(S)▇▇▇▇▇▇do, CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement respect to the terms $19,000,000 Park Creek District Subordinate Limited Property Tax Revenue Bonds, Series 2003A and conditions the $10,000,000 Park Creek District Subordinate Limited Property Tax Revenue Bonds, Series 2003‑B, provided, that such guarantee obligations shall not be amended, restated or otherwise modified without the prior written consent of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")Banks. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge (a) Each Subsidiary Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance of all obligationsof the Guaranteed Obligations of such Subsidiary Guarantor, principal jointly with the other Subsidiary Guarantors and accessoryseverally. Each of the Subsidiary Guarantors further agrees that its Guaranteed Obligations may be extended or renewed, that the DEBTOR assumes in this Contractwhole or in part, as well as the penalties, judicial without notice to or extrajudicial costs and expenses, taxesfurther assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any such Guaranteed Obligation. Each of the Subsidiary Guarantors waives presentment to, demand of payment from and protest to the Borrower or any Subsidiary Guarantor of any of its Guaranteed Obligations, and also waives notice of acceptance of its guarantee, notice of protest for nonpayment and all similar charges formalities. (b) Each of the Subsidiary Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the LENDER incurs and/or may incur Administrative Agent, Collateral Agent or any Lender to any security held for covering the payment of its creditGuaranteed Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower. (c) Except for termination of a Subsidiary Guarantor’s obligations hereunder or a release of such Subsidiary Guarantor pursuant to Section 8.06, the DEBTOR delivers and/or will deliver obligations of each Subsidiary Guarantor hereunder shall not be subject to the LENDER: a) Promissory Notes in the form of Annex B of this Contractany reduction, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIlimitation, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments of what is owedany defense or set-off, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations of such Subsidiary Guarantor or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor failure of the LENDERAdministrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy under the provisions of this Agreement or any Security Document or otherwise; (ii) any rescission, by contractual waiver, amendment or legal provisions applicable to its proper formalization and registrationmodification of, ensuring Assignment of Shares or any release from any of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from terms or provisions of, this Agreement or any Security Document or any other agreement, including with respect to any other Subsidiary Guarantor under this Agreement; (iii) the referred-to nonformalization release of any security held by the Administrative Agent, Collateral Agent or depreciationany Lender for the Guaranteed Obligations of such Subsidiary Guarantor or any of them; (iv) any default, and/or loss of collateralfailure or delay, under penalty of early termination wilful or otherwise, in the performance of the transactionGuaranteed Obligations of such Subsidiary Guarantor; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations of such Guarantor). Each Grantor Subsidiary Guarantor expressly authorizes the Collateral Agent and the Administrative Agent, in accordance with the Security Documents, to take and hold security for the payment and performance of the Guaranteed Obligations of such Grantor Subsidiary Guarantor, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations of such Grantor Subsidiary Guarantor, all without affecting the obligations of such Grantor Subsidiary Guarantor hereunder. (d) To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Subsidiary Guarantor or the unenforceability of the Guaranteed Obligations of such Subsidiary Guarantor or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Subsidiary Guarantor, other than the indefeasible payment in full in cash of all the Guaranteed Obligations of such Subsidiary Guarantor. The Collateral Agent and the Administrative Agent may, at their election and only in accordance with the Security Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower or any Subsidiary Guarantor, in each case without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations of such Subsidiary Guarantor have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor, as the case may be, or any security. (e) Each of the Subsidiary Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation of such Subsidiary Guarantor is rescinded or must otherwise be restored by the Collateral Agent or the Administrative Agent upon the bankruptcy or reorganization of the Borrower, any other Subsidiary Guarantor or otherwise.

Guarantees. To No Restricted Company will be or become a guarantor of any kind; provided, that this Section 9.12 shall not apply to: (a) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or any similar transaction in the normal course of business, (b) any indemnity or guaranty of a surety bond for the performance by a customer of a Restricted Company of the customer's obligations under a land development contract, (c) any guarantee full discharge by the Guarantor of all obligationsa real estate loan permitted by clause (c) of Section 9.10, (d) any Completion Guaranty with respect to a real estate building project, principal and accessoryif the Guarantor or any Company is the developer of the project or has a property interest in the project (including, but not limited to, a Non-Affiliate Construction Project), (e) the guarantee by the Guarantor set forth in Section 3 hereof, (f) any other guarantee by the Guarantor, provided, that the DEBTOR assumes Guarantor's aggregate personal liability in this Contractrespect of all of such other guarantees and all Indebtedness described in subsection (a) of the definition of Indebtedness (other than any loan permitted by clauses (a) through (c), inclusive, of Section 9.10 hereof) does not exceed, and after making the guarantee in question would not exceed, Ten Million Dollars ($10,000,000), (g) any unsecured guarantee by the Guarantor or any Restricted Subsidiary of the equity investment or performance of a Subsidiary (other than any Indebtedness of such Subsidiary incurred for borrowed money) in connection with a real estate project in favor of a partner or member, or a partnership or limited liability company in which such Subsidiary is a general partner or a member, as well applicable, when the Guarantor or such Restricted Subsidiary, as the penaltiescase may be, judicial deems it to be in its best interest not to be a partner, a member, or extrajudicial costs have a direct interest in the partnership or limited liability company, as applicable, (h) the guarantee by the Guarantor of the obligations of Franklin Town Towers Associates located in Philadelphia, Pennsylvania, with respect to Museum Towers, in the original principal amount of Twenty Million Four Hundred Thousand Dollars ($20,400,000), provided, that such obligations shall not be amended, restated or otherwise modified without the prior written consent of the Banks, (i) any guarantee or indemnity by the Guarantor or any Restricted Subsidiary for fraud, misappropriation, misapplication or environmental problems, as are usual and expensescustomary in commercial mortgage loan transactions entered into by the Guarantor and/or such Restricted Subsidiary, taxesprovided, and similar charges that such a guarantee or indemnity may be given by the LENDER incurs and/or may incur for covering its creditGuarantor or a Restricted Subsidiary, but not both (unless such Restricted Subsidiary is also the DEBTOR delivers and/or will deliver borrower in the particular commercial mortgage loan transaction), in connection with any particular commercial mortgage loan transaction, (j) subject to Section 9.10(j) hereof, any guarantee by the Guarantor of an unsecured Hedge Agreement permitted by Section 8.04 of the Agreement entered into by a Subsidiary (other than the Borrower), (k) subject to the LENDER: a) Promissory Notes limitations set forth in the form of Annex B Section 9.19 of this ContractGuaranty, duly signed by any Completion Guaranty, or (l) the authorized signatory of guarantee in connection with the DEBTOR Park Creek Metropolitan District and endorsed by ▇▇▇▇▇▇▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated Land LLC located in Table III▇▇▇▇▇▇▇▇▇, in the capacity of GUARANTOR(S)Colorado, CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement respect to the terms $19,000,000 Park Creek District Subordinate Limited Property Tax Revenue Bonds, Series 2003A and conditions the $10,000,000 Park Creek District Subordinate Limited Property Tax Revenue Bonds, Series 2003-B, provided, that such guarantee obligations shall not be amended, restated or otherwise modified without the prior written consent of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")Banks. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To No Restricted Company will be or become a guarantor of any kind; PROVIDED, that this Section 9.12 shall not apply to: (a) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or any similar transaction in the normal course of business, (b) any indemnity or guaranty of a surety bond for the performance by a customer of a Restricted Company of the customer's obligations under a land development contract, (c) any guarantee full discharge by the Guarantor of all obligationsa real estate loan permitted by clause (c) of Section 9.10, (d) any Completion Guaranty with respect to a real estate building project, principal and accessoryif the Guarantor or any Company is the developer of the project or has a property interest in the project, (e) the guarantee by the Guarantor set forth in Section 3 hereof, (f) any other guarantee by the Guarantor, PROVIDED, that the DEBTOR assumes Guarantor's aggregate personal liability in this Contractrespect of all of such other guarantees and all Indebtedness described in subsection (a) of the definition of Indebtedness (other than any loan permitted by clauses (a) through (c), as well as the penaltiesinclusive, judicial or extrajudicial costs and expenses, taxesof Section 9.10 hereof) does not exceed, and similar charges that after making the LENDER incurs and/or may incur guarantee in question would not exceed, Six Million Dollars ($6,000,000), (g) any guarantee by the Guarantor of the equity investment or performance of a Subsidiary (other than any Indebtedness of such Subsidiary incurred for covering borrowed money) in connection with a real estate project in favor of a partner or partnership in which such Subsidiary is a general partner, when the Guarantor deems it to be in its credit, the DEBTOR delivers and/or will deliver best interest not to the LENDER: a) Promissory Notes be a partner or have a direct interest in the form of Annex B of this Contract, duly signed partnership, (h) the guarantee by the authorized signatory Guarantor of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) obligations of Franklin Town Towers Associates located in Philadelphia, Pennsylvania, with respect to be included and indicated in Table IIIMuseum Towers, in the capacity original principal amount of GUARANTOR(STwenty Million Four Hundred Thousand Dollars ($20,400,000), CO-OBLIGOR(SPROVIDED, that such obligations shall not be amended, restated or otherwise modified without the prior written consent of the Banks, (i) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement any guarantee or indemnity by the DEBTORGuarantor for fraud, misappropriation, misapplication or environmental problems, as are usual and who may at customary in commercial mortgage loan transactions entered into by the Guarantor, (j) any time be called upon guarantee by the Guarantor of an unsecured Hedge Agreement permitted by Section 8.04 of the Agreement entered into by a Subsidiary (other than the Borrower) and with a maturity date of not more than twelve (12) months following the date of such Hedge Agreement, (k) subject to honor the limitations set forth in Section 9.19 of this Guaranty, any Completion Guaranty, or (l) the guarantee by the Guarantor of the obligations here assumedof Forest City Southpark Two, with respect to Metropolitan Apartments (Skyline), in the event original principal amount of Twenty Eight Million Four Hundred Thousand Dollars ($28,400,000), PROVIDED, that the DEBTOR for any reasonsuch guaranty obligations shall be fully subordinated by written agreement, fails to make timely payments of what is owed, waiving any benefit of order in form and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement substance satisfactory to the terms and conditions of the ContractBanks, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in Guarantor under this ContractGuaranty, it is hereby certain and agreed which written agreement shall include, among other things, terms providing that such subordinated guaranty obligations (A) shall be unsecured, (B) shall have a maturity date of at least four (4) years beyond the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor maturity date of the LENDERRevolving Loans, including all extensions thereof, (C) shall be subject to a payment blockage for so long as an Event of Default caused by contractual a violation of Section 3 of this Guaranty has occurred and is continuing and a payment blockage period of at least one hundred seventy nine (179) days if any other Event of Default has occurred and is continuing under this Guaranty, and(D) shall consist solely of a covenant to pay such subordinated guaranty obligations and no other material covenants, financial or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionotherwise.

Guarantees. To guarantee full discharge of all obligations, principal (i) From and accessory, that after the DEBTOR assumes in this Contract, as well as A&R Closing Date and prior to the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditExisting Notes Repayment Date, the DEBTOR Borrower will not cause or permit any of its Subsidiaries (other than a Guarantor), directly or indirectly, to guarantee any Indebtedness with an aggregate principal amount in excess of $100,000,000, of the Borrower or any other Guarantor unless such Subsidiary: (a) within 20 Business Days of the date on which it guarantees Indebtedness of the Borrower or any Guarantor executes and delivers and/or will deliver to the LENDER: aAgent a guarantee to which such Subsidiary shall guarantee (each, a “Guarantee”) Promissory Notes all of the Borrower’s Obligations and other terms contained in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI Guarantee and subject to the conditions established contained in such Guarantee; provided that, for the avoidance of doubt, such Guarantee shall include customary keepwell and excluded swap obligation provisions that are satisfactory to the Borrower and the Agent; and (ii) Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Contract, Agreement and other Loan Documents until such Guarantee is released in accordance with the provisions of this Agreement. In the event of a sale or other transfer or disposition of all of the Capital Stock in any Guarantor to any Person that is not lodged within an Affiliate of the period prescribed Borrower in compliance with the terms of this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriateAgreement, or insufficient in the event all or substantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to secure the obligations a Person that is not an Affiliate of the DEBTOR Borrower in compliance with the terms of this ContractAgreement, it is hereby certain and agreed that then, without any further action on the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor part of the LENDERAgent or any Lender, such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally cancelled, released and discharged of any obligations under its Guarantee, as evidenced by contractual agreement, written instrument or legal provisions applicable to confirmation executed by the Agent, upon request. In addition, upon the release or discharge of any guarantee of other Indebtedness which resulted in the creation of a Guarantee (except a discharge or release by or as a result of payment under such guarantee), the Guarantor of such Guarantee shall be deemed automatically and unconditionally cancelled, released and discharged of any obligations under its proper formalization and registrationGuarantee, ensuring Assignment of Shares as evidenced by agreement, written instrument or confirmation executed by the Agent, upon request. The Borrower may cause any other Subsidiary of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Borrower to issue a Guarantee and become a Guarantor. (iii) Each Guarantee by a Subsidiary will be limited to an amount not to exceed the referred-maximum amount that can be guaranteed by that Subsidiary without rendering the Guarantee, as it relates to nonformalization such Subsidiary, voidable under applicable law relating to fraudulent conveyance or depreciation, and/or loss fraudulent transfer or similar laws affecting the rights of collateral, under penalty of early termination of the transactioncreditors generally.

Guarantees. To guarantee full discharge 26.1 In consideration of all obligations, principal and accessory, that the DEBTOR assumes in Seller entering into this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditAgreement, the DEBTOR delivers and/or will deliver Kosmos Guarantor irrevocably and unconditionally guarantees to the LENDER: a) Promissory Notes Seller punctual performance by Kosmos of its obligations to pay all monies owed by Kosmos to the Seller in connection with the form of Annex B of this Contract, duly signed by the authorized signatory purchase of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to Shares on the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established of this Agreement (the “Guaranteed Obligations”), and undertakes to the Seller that whenever Kosmos does not fulfil a Guaranteed Obligation, the Kosmos Guarantor shall immediately on demand pay that amount as if it was the principal obligor so that the same benefits are conferred on the Seller as it would have received if such obligation had been performed and satisfied by Kosmos (the “Kosmos Guarantee”). 26.2 The Kosmos Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under the Kosmos Guarantee, undertakes to indemnify and hold the Seller harmless from and against any Loss suffered or incurred by it arising directly or indirectly out of, as a result of or in connection with the non-performance by Kosmos of any of the Guaranteed Obligations. 26.3 The Kosmos Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by Kosmos under the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part. 26.4 In consideration of each of the Purchasers entering into this ContractAgreement, the Seller Guarantor irrevocably and unconditionally guarantees to each of the Purchasers punctual performance by the Seller of all of the Seller’s obligations under this Agreement and undertakes to each Purchaser that: (a) whenever the Seller does not pay any amount when due under or in connection with this Agreement and any other Transaction Document, the Seller Guarantor shall immediately on demand pay that amount to the Purchasers as if it was the principal obligor; and (b) whenever the Seller fails to perform any other obligations under this Agreement or any other Transaction Document, the Seller Guarantor shall immediately on demand perform (or procure performance of) and satisfy (or procure the satisfaction of) that obligation, so that the same benefits are conferred on each of the Purchasers as it would have received if such obligation had been performed and satisfied by the Seller (the “Seller Guarantee”). 26.5 The Seller Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities in Clause 26.4, undertakes to indemnify and hold each Purchaser harmless from and against any Loss suffered or incurred by it arising directly or indirectly out of, as a result of or in connection with the non-performance by the Seller of any of its obligations in accordance with the Seller Guarantee. 26.6 The Seller Guarantee is a continuing guarantee and will extend to any sums payable by the Seller to the Purchasers under this Agreement, regardless of any intermediate payment or discharge in whole or in part. 26.7 The obligations of the Kosmos Guarantor and/or the Seller Guarantor, as the case may be, will not lodged within the period prescribed in be affected by any act, omission, matter or thing which, but for this Clause 17 26.7 would reduce, release or depreciates and/or gets lostprejudice any of its obligations under this Agreement or any other Transaction Document including: (a) any time, so waiver or consent granted to the Purchasers, Seller (as to become awkwardthe case may be) or any other person; (b) the taking, inappropriatevariation, compromise, exchange, renewal or release of, or insufficient refusal or neglect to secure perfect, take up or enforce, any rights against any guaranteed Party under this Agreement or any other Transaction Document; (c) the insolvency (or similar proceedings) of the Seller or Kosmos (as applicable), any incapacity or lack of power, authority or legal personality of the Seller or Kosmos (as applicable) or change in control, ownership or status of the Seller or Kosmos (as applicable); (d) any amendment to this Agreement or any other Transaction Document; (e) any illegality, invalidity or unenforceability of any obligation of any person under this Agreement or any other Transaction Document; or (f) any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor Kosmos Guarantor or Seller Guarantor (as applicable) or any of the LENDERrights, powers and remedies conferred on the Purchaser, in each case under this Agreement or any other Transaction Document. 26.8 The Kosmos Guarantor waives any right which it may have to first require the Seller to proceed against Kosmos before claiming from the Kosmos Guarantor. The Seller Guarantor also waives any right which it may have to first require the Purchasers to proceed against the Seller before claiming from the Seller Guarantor, in each case under this Clause 26. 26.9 Until all amounts which may be or become payable: (a) by contractual Kosmos to the Seller under the Guaranteed Obligations have been irrevocably paid in full: (i) the Kosmos Guarantor will not make demand for the payment of any sum from Kosmos connected with or legal provisions applicable in relation to the sum demanded by the Seller or claim any set-off or counterclaim against Kosmos; (ii) if Kosmos is insolvent or in liquidation, the Kosmos Guarantor will not prove in any such insolvency or liquidation in competition with the Seller; (iii) the Seller shall not be obliged to apply any sums held or received by it from the Kosmos Guarantor towards payment of Kosmos’s obligations; and (iv) the Kosmos Guarantor will not exercise any rights which it may have to be indemnified by the Seller or otherwise claim from the Seller any sums which may be owing to it from the Seller. (b) by the Seller to the Purchasers under or in connection with this Agreement and any other Transaction Document have been irrevocably paid in full: (i) the Seller Guarantor will not make demand for the payment of any sum from the Seller connected with or in relation to the sum demanded by the Purchasers or claim any set-off or counterclaim against the Seller; (ii) if the Seller is insolvent or in liquidation, the Seller Guarantor will not prove in any such insolvency or liquidation in competition with the Purchasers; (iii) the Purchasers shall not be obliged to apply any sums held or received by them from the Seller Guarantor towards payment of the Seller’s obligations; and (iv) the Seller Guarantor will not exercise any rights which they may have to be indemnified by the Purchasers or otherwise claim from the Purchaser any sums which may be owing to it from either Purchaser. 26.10 The Kosmos Guarantor undertakes to hold any security taken from Kosmos in connection with the Kosmos Guarantee and any monies or rights received by the Kosmos Guarantor from Kosmos as trustee on trust for the Seller pending discharge in full of all of the Kosmos Guarantor’s obligations under the Kosmos Guarantee. 26.11 The Seller Guarantor undertakes to hold any security taken from the Seller in connection with the Seller Guarantee and any monies or rights received by the Seller Guarantor from the Seller as trustee on trust for the Purchasers pending discharge in full of all of the Seller Guarantor’s obligations under the Seller Guarantee. 26.12 The Seller Guarantor agrees that: (a) if any payment received by the Purchasers from the Seller in relation to its proper formalization and registration, ensuring Assignment of Shares obligations under this Agreement is avoided or set aside on the subsequent insolvency or liquidation of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Seller any amount received by the referred-to nonformalization Purchasers and subsequently repaid, shall not discharge or depreciation, and/or loss of collateral, under penalty of early termination diminish the liability of the transactionSeller Guarantor under this Clause 26, and this Clause 26 shall apply as if such payment had at all times remained owing by the Seller; and (b) after a demand has been made by the Purchasers under this Clause 26 and until the amount demanded has been paid in full, the Purchasers may take such action as it thinks fit against the Seller to recover all sums due and payable to it under this Agreement, without affecting the obligations of the Seller Guarantor under this Clause 26. 26.13 The Kosmos Guarantor agrees that: (a) if any payment received by the Seller from Kosmos in relation to its obligations under this Agreement is avoided or set aside on the subsequent insolvency or liquidation of Kosmos any amount received by the Seller and subsequently repaid, shall not discharge or diminish the liability of the Kosmos Guarantor under this Clause 26, and this Clause 26 shall apply as if such payment had at all times remained owing by Kosmos; and (b) after a demand has been made by the Seller under this Clause 26 and until the amount demanded has been paid in full, the Seller may take such action as it thinks fit against Kosmos to recover all sums due and payable to it under this Agreement, without affecting the obligations of the Kosmos Guarantor under this Clause 26. 26.14 The Kosmos Guarantor warrants to the Seller as of the Execution Date and as of the Completion Date in the terms of Clause 10.2(a) to 10.2(d) (inclusive) (with all references to “the Seller” and/or the “Group Companies” deemed to be references to the “Kosmos Guarantor”). 26.15 The Seller Guarantor warrants to the Purchasers as of the Execution Date and as of the Completion Date in the terms of Clause 10.2(a) to 10.2(d) (inclusive) (with all references to “the Seller” and/or the “Group Companies” deemed to be references to the “Seller Guarantor”).

Guarantees. To The Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to each Securityholder and to the Trustee and its successors and assigns (a) the full discharge and punctual payment of principal, Make-Whole Premium, Interest, Liquidated Damages, if any, and Defaulted Interest, if any, with respect to the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (b) the full and punctual performance within applicable grace periods of all obligations, principal other obligations of the Company under this Indenture and accessory, the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the DEBTOR assumes Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors under this Section 10.1 shall not be affected by (a) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Obligation; (c) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article X), the Securities or any other agreement, unless such rescission, waiver, amendment, modification or supplement expressly affects the obligations of any Subsidiary Guarantor under this Section 10.1; (d) the release of any security held by any Securityholder or the Trustee for the Obligations or any of them; (e) the failure of any Securityholder or Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Obligations. Except as set forth in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditIndenture, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory obligations of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) Subsidiary Guarantors hereunder shall not be subject to be included and indicated in Table IIIany reduction, in the capacity of GUARANTOR(S)limitation, CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments of what is owedany defense, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractsetoff, such that the samecounterclaim, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyObligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, except as described in Table VI and subject to the conditions established set forth in this ContractIndenture, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise, unless such Guarantee has been released in accordance with Section 10.9. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has or may have at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions applicable otherwise, or to its proper formalization perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and registrationwill, ensuring Assignment upon receipt of Shares written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid Interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company to the referred-to nonformalization or depreciationSecurityholders and the Trustee. The Subsidiary Guarantors agree that, and/or loss of collateralas between the Subsidiary Guarantors, under penalty of early termination on the one hand, and the Securityholders and the Trustee, on the other hand, (x) the maturity of the transactionObligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section.

Guarantees. To guarantee full discharge (1) The Offered Securities shall have the benefit of all obligationsGuarantees by each of the Guarantors, principal on the terms set forth in Article XV of the Base Indenture, until such Guarantor is released as a Guarantor in accordance with clause (3) below. Each Guarantor hereby confirms its Guarantee of the Offered Securities and accessoryconfirms the applicability of the provisions of the Base Indenture to such Guarantor with respect to the Offered Securities. (2) Parent shall cause each of its Subsidiaries that becomes a guarantor or borrower under the Senior Credit Facility at any time after the date hereof, that the DEBTOR assumes in this Contractwithin 20 days of becoming such a guarantor or borrower, as well as the penalties, judicial or extrajudicial costs to execute and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in Trustee a supplemental indenture to the form of Annex B of this ContractBase Indenture pursuant to which such Subsidiary will fully and unconditionally, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with each other Guarantor, guarantee the DEBTOR for all obligations under this Contract full and Request for Disbursement by prompt payment of the DEBTORprincipal of, premium, if any, and who may interest in respect of the Offered Securities on a senior unsecured basis and all other Obligations under the Indenture with respect to the Offered Securities. (3) Each Guarantee of the Offered Securities shall be automatically and unconditionally released and discharged upon: (a) in the case of a Subsidiary Guarantor, any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of capital stock or other interests of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Subsidiary of Parent, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of the Indenture (including Section 10.02 of the Base Indenture); provided that all guarantees and other Obligations of such Subsidiary Guarantor in respect of all other Indebtedness under the Senior Credit Facility terminate upon consummation of such transaction; (b) upon the sale or disposition of all or substantially all of the assets of a Subsidiary Guarantor, which sale or disposition is made in compliance with the provisions of the Indenture (including Section 10.02 of the Base Indenture); provided that all guarantees and other Obligations of such Subsidiary Guarantor in respect of all other Indebtedness under the Senior Credit Facility terminate upon consummation of such transaction; (c) the release or discharge of such Subsidiary Guarantor from its guarantee of Indebtedness or its Obligations under the Senior Credit Facility (including, by reason of the termination of the Senior Credit Facility), except a release or discharge by or as a result of payment under such guarantee; (d) the Company’s exercise of its legal defeasance option or covenant defeasance option in accordance with Section 11.03 of the Base Indenture or the discharge of the Company’s Obligations under the Indenture in accordance with the terms of the Indenture; or (e) in the case of Parent, the Company ceases for any reason to be a Subsidiary of Parent; provided that all guarantees and other Obligations of Parent in respect of all other Indebtedness under the Senior Credit Facility terminate upon the Company ceasing to be a Subsidiary. In addition, at any time the Company’s option, and not automatically, Parent shall be called upon to honor released under its Guarantee of the obligations here assumed, Offered Securities if it is released from its guarantee of the Senior Credit Facility in the same manner as specified in clause (c) above. In the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor released Guarantor (in the Contractcase of clause (c) above or the immediately preceding paragraph) thereafter borrows money or guarantees Indebtedness under the Senior Credit Facility, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions former Guarantor shall again provide a Guarantee of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")Offered Securities. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge (a) Investor Parent unconditionally and irrevocably guarantees to NII Telecom and the Company (the “Parent Guaranteed Parties”) the due and punctual performance by Investor of: (i) all of Investor’s obligations pursuant to the terms of this Agreement and the Ancillary Agreements (as varied or amended in accordance with their terms); (ii) any payment obligation owed by Investor to the Parent Guaranteed Parties (or any of them) in respect of any obligation by Investor to fund the Company in accordance with the terms of this Agreement; (iii) any other payment obligation owed by Investor to the Parent Guaranteed Parties (or any of them) in accordance with the terms of this Agreement or any of the Ancillary Agreements; or (iv) any indemnity granted by Investor to the Parent Guaranteed Parties (or any of them) in accordance with the terms of this Agreement or any of the Ancillary Agreements, and Investor Parent undertakes to keep the Parent Guaranteed Parties fully indemnified on demand against any and all obligations, principal Losses of whatever nature which the Parent Guaranteed Parties may suffer or incur as a result of any failure or delay by Investor in the performance of any of its obligations hereunder. (b) Investor and accessoryInvestor Parent jointly and severally warrant and represent to the Parent Guaranteed Parties that Investor Parent has the corporate power to execute and deliver this Agreement and perform its obligations under this Section 9.1, that the DEBTOR assumes in execution and delivery of this Contract, as well as Agreement and the penalties, judicial or extrajudicial costs performance of the obligations of Investor Parent under this Section 9.1 have been duly authorized by all necessary corporate action on the part of Investor Parent and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditobligations of Investor Parent under Section 9.1(a), constitute legal, valid and binding obligations of Investor Parent. (c) Parent unconditionally and irrevocably guarantees to Investor (the DEBTOR delivers and/or will deliver to “Investor Guaranteed Parties”) the LENDERdue and punctual performance by NII Telecom and the Company of: a(i) Promissory Notes in all of NII Telecom’s and the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all Company’s obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement pursuant to the terms of this Agreement and conditions the Ancillary Agreements (as varied or amended in accordance with their terms); (ii) any payment obligation owed by NII Telecom to the Investor Guaranteed Parties (or any of them) in respect of any obligation by NII Telecom to fund the Company in accordance with the terms of this Agreement; (iii) any other payment obligation owed by NII Telecom or the Company to the Investor Guaranteed Parties (or any of them) in accordance with the terms of this Agreement or any of the ContractAncillary Agreements; or (iv) any indemnity granted by NII Telecom or the Company to the Investor Guaranteed Parties (or any of them) in accordance with the terms of this Agreement or any of the Ancillary Agreements (subject to Section 8.6), ratifying it in its entirety and taking joint responsibility for Parent undertakes to keep the Investor Guaranteed Parties fully indemnified on demand against any and all obligations assumed Losses of whatever nature which the Investor Guaranteed Parties may suffer or incur as a result of any failure or delay by NII Telecom or the DEBTOR Company in the Contract performance of any of its obligations hereunder ("Amendment subject to the Contract"Section 8.6). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee (a) Subject to the provisions of this Article X, each Subsidiary Guarantor hereby jointly and severally, irrevocably, fully and unconditionally guarantees, on a senior basis, as guarantor and not as a surety, with each other Guarantor, the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, all Obligations of the Issuers under this Indenture and the Notes Documents (including interest that, but for the filing of a petition in any bankruptcy or other insolvency proceeding with respect to the Issuers, would have accrued on any Obligation, whether or not a claim is allowed against the Issuers for such interest in the related bankruptcy proceeding) to the Holders, the Trustee and each Agent, whether for payment of principal of, premium, if any, or interest on the Notes, expenses, indemnification or otherwise (all obligations, principal and accessory, such obligations guaranteed by such Subsidiary Guarantors being herein called the “Guaranteed Obligations”). Each Subsidiary Guarantor agrees (to the extent lawful) that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from it, and similar charges that it will remain bound under this Article X notwithstanding any extension or renewal of any Subsidiary Guarantor Obligation. (b) Each Subsidiary Guarantor waives (to the LENDER incurs and/or may incur extent lawful) presentation to, demand of, payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives (to the extent lawful) notice of protest for covering nonpayment. Each Subsidiary Guarantor waives (to the extent lawful) notice of any default under the Notes or the Guaranteed Obligations. (c) Each Subsidiary Guarantor further agrees that its creditSubsidiary Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. (d) Except as set forth in Section 10.2 and Article VIII, the DEBTOR delivers and/or obligations of each Subsidiary Guarantor hereunder will deliver not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and will not (to the LENDER: aextent lawful) Promissory be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein will not (to the extent lawful) be discharged or impaired or otherwise affected by (i) the failure of any Holder, the Trustee or any Agent to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, the Notes Collateral Agreement, the MYT Guarantee and Collateral Agreement or any other Notes Document; (iv) the release of any security held by any Holder, the Trustee or any Agent for the Guaranteed Obligations or any of them; (v) the failure of any Holder, the Trustee or any Agent to exercise any right or remedy against any other Guarantor; (vi) any change in the form of Annex B of this Contract, duly signed by the authorized signatory ownership of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA Issuers; ("Promissory Notesvii) to be included and indicated in Table IIIany default, failure or delay, willful or otherwise, in the capacity performance of GUARANTOR(S)the Guaranteed Obligations; or (viii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Subsidiary Guarantor agrees that its Subsidiary Guarantee herein will remain in full force and effect until payment in full of all the Guaranteed Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee in compliance with Section 4.1, CO-OBLIGOR(S) jointly Section 10.2 and severally with Article VIII. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein will continue to be effective or be reinstated, as the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTORcase may be, and who may if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be called restored by any Holder, the Trustee or any Agent upon the bankruptcy or reorganization of the Issuers or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or any Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuers to honor pay any of the obligations here assumedGuaranteed Obligations when and as the same will become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders, the Trustee or any Agent an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuers or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). (g) Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed by this Guarantee may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee in this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed by this Guarantee and (ii) in the event that of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) will forthwith become due and payable by the DEBTOR Guarantor for the purposes of this Subsidiary Guarantee. (h) Each Subsidiary Guarantor also agrees to pay any reason, fails and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee. (i) No Issuers or the Subsidiary Guarantors will be required to make timely payments of what is oweda notation on the Notes to reflect any Subsidiary Guarantee or any release, waiving termination or discharge thereof and any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA such notation will not be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement a condition to the terms and conditions validity of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")any Guarantee. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge of all obligations(a) Prior to the Closing, principal SEE and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxesBuyer shall cooperate, and similar charges that shall use their respective reasonable best efforts, to terminate, or, if the LENDER incurs and/or may incur parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted in all respects for covering its creditSEE or the applicable Retained Subsidiary in respect of, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form all obligations of Annex B of this Contract, duly signed by the authorized signatory SEE or any of the DEBTOR Retained Subsidiaries under SEE Guarantees effective as of the Closing Date. (b) With respect to any SEE Guarantees that remain outstanding after the Closing, (i) SEE and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) Buyer shall continue to cooperate and use their respective reasonable best efforts to terminate, or, if the parties are unable to so terminate, cause Buyer or one of its Affiliates to be included and indicated substituted in Table IIIall respects for SEE or any Retained Subsidiary in respect of, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under SEE Guarantees; (ii) Buyer shall indemnify and hold harmless SEE Indemnified Parties from and against any Losses arising from or relating to such SEE Guarantees with respect to all periods from and after the Closing; and (iii) Buyer shall not permit any of the Transferred Diversey Companies or any of their Subsidiaries or Affiliates to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another third party, or (D) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Contract and Request for Disbursement by the DEBTORAgreement, and who may at any time be called upon to honor the obligations here assumedloan, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, or other obligation for which SEE or any Retained Subsidiary is or would reasonably be expected to be liable under such SEE Guarantee. To the extent that SEE or the sameRetained Subsidiaries have performance obligations under any SEE Guarantee, irrevocably Buyer will use reasonable best efforts to (x) perform such obligations on behalf of SEE and irreversibly, declares agreement to the terms Retained Subsidiaries and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed (y) otherwise take such action as reasonably requested by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, SEE so as to become awkwardput SEE and the Retained Subsidiaries in the same position as if Buyer, inappropriateand not SEE or any Retained Subsidiary, had performed or insufficient were performing such obligations. (c) Prior to secure the obligations Closing, SEE and Buyer shall cooperate and Buyer shall use reasonable best efforts to replace all letters of credit issued by SEE or the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment Retained Subsidiaries on behalf of Credit Rights or in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares any of the company Rio das Contas Produtora de Petróleo LTDA within 15 days Transferred Diversey Companies, any of their Subsidiaries, or the Diversey Business (the “SEE Letters of Credit”) as promptly as practicable with letters of credit from the referred-to nonformalization Buyer or depreciation, and/or loss one of collateral, under penalty of early termination its Affiliates as of the transactionClosing Date. With respect to any SEE Letters of Credit that remain outstanding after the Closing Date, (i) Buyer shall indemnify and hold harmless SEE Indemnified Parties from and against any Losses arising from or relating to such letters of credit with respect to all periods from and after the Closing, including any fees in connection with the issuance and maintenance of such letters of credit; and (ii) without the prior written consent of SEE, Buyer and its Subsidiaries shall not, and shall not permit any of the Transferred Diversey Companies or any of their Subsidiaries or Affiliates to, enter into, renew, or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract, or other obligation in connection with which SEE or any Retained Subsidiary has issued any letters of credit which remain outstanding. The parties hereto agree that neither SEE nor any of the Retained Subsidiaries will have any obligation to renew any letters of credit issued on behalf of any Transferred Diversey Company (or any Subsidiary thereof) or the Diversey Business after the Closing, including upon expiration of any such letter of credit. (d) At the discretion of Buyer, Buyer may by written notice delivered to SEE not less than thirty (30) days prior to the Closing Date elect to assume any or all local lines of credit and letters of credit of the Transferred Diversey Companies, any of their Subsidiaries, or the Diversey Business (the “Assumed Lines of Credit”) or equipment leases of the Transferred Diversey Companies, any of their Subsidiaries, or the Diversey Business (the “Assumed Equipment Leases”), and any such local lines of credit, letters of credit, or equipment leases so assumed shall be an Assumed Liability. Prior to the Closing, SEE and Buyer shall cooperate and SEE shall use reasonable best efforts to terminate as of or prior to the Closing all local lines of credit and letters of credit of the Transferred Diversey Companies, any of their Subsidiaries, or the Diversey Business that are not Assumed Lines of Credit or or any equipment leases that are not Assumed Equipment Leases. (e) For purposes of this Section 5.8, with respect to SEE, “reasonable best efforts” shall not require SEE to, or to cause any of its Subsidiaries to, make or accelerate any payment under any loan, Contract, or other obligation for which SEE or any Retained Subsidiary is or may be liable under any SEE Guarantee or SEE Letter of Credit.

Guarantees. To guarantee (a) Subject to this Article Twelve, each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, regardless of the validity and enforceability of this Indenture, (i) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsobligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium (if any) and accessoryinterest on, the Notes and all other monetary obligations of the Company under this Indenture (including interest on the overdue principal of, premium (if any) and interest on, the Notes, if lawful (subject in all cases to any applicable grace period provided herein)) and the Notes and (ii) the full and punctual performance within applicable grace periods of all other monetary obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations each such Guarantor shall remain bound under this Contract and Request for Disbursement by the DEBTORArticle Twelve notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentment, and who may at any time be called upon to honor the obligations here assumeddemand of payment, filing of claims with a court in the event that of insolvency or bankruptcy of the DEBTOR Company in relation to any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any reasondefault under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, fails the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to make timely payments exercise any right or remedy against any other guarantor of what is owedthe Guaranteed Obligations; (vi) the recovery of any judgment against the Company; (vii) any change in the ownership of such Guarantor, waiving except as provided in Section 12.07 or Section 12.08 or (viii) any benefit other circumstance which might constitute a legal or equitable discharge or defense of order and divisiona Guarantor. b(c) Addendum In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to this Contract through pay the principal of, premium (if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee (or as directed by the Holders), forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal of and premium (if any) on such Guaranteed Obligations, (ii) accrued and unpaid interest, on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) Each Guarantor hereby waives any right to which Rio das Contas Produtora de Petróleo LTDA will it may be constituted as joint debtor in entitled to have its obligations hereunder divided among the ContractGuarantors, such that such Guarantor’s obligations would be less than the same, irrevocably and irreversibly, declares agreement full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the terms and conditions assets of the Contract, ratifying it Company in its entirety respect of such Guaranteed Obligations first be used and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, depleted as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty payment of the transactionCompany’s coming due earlyor such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject Each Guarantor hereby waives any right to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as which it may be entitled to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed require that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable Company be sued prior to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionan action being initiated against such Guarantor.

Guarantees. To guarantee full discharge The Company will not, and will not permit any Subsidiary, other than Fingerhut Financial Services Corporation and its subsidiaries, to, create, incur, assume or permit to exist any Guarantee, except (a) the Guaranty; (b) the Guarantees of all obligationsthe Subsidiaries incurred (i) as guarantors of the Existing Notes under the Existing Guarantees and any Guarantee of the Subsidiaries that may be required to be incurred pursuant to the Existing Purchase Agreements and (ii) as guarantors of the Obligations under the Bank Credit Agreement; (c) Guarantees of Indebtedness of the Subsidiaries permitted by Section 8.2 and Guarantees of Operating Leases of the Subsidiaries not prohibited by Section 8.12; (d) Guarantees of additional Indebtedness of the Company permitted by clause (d) of Section 8.1, principal and accessory, provided that the DEBTOR assumes in this Contract, as well as instrument representing any such Guarantee contains an acknowledgement of the penalties, judicial existence of the Guaranty and an agreement on the part of the beneficiary of such Guarantee not to contest the validity of the Guaranty or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER:Notes; a(e) Promissory Notes in the form of Annex B of this Contract, duly signed Guarantees by the authorized signatory MWD Subsidiaries of the DEBTOR and endorsed by Indebtedness of M▇▇▇▇▇▇▇▇▇ das Contas Produtora de Petróleo LTDA W▇▇▇ Direct; provided that immediately after the creation, incurrence, assumption or existence of any such Guarantee and after giving effect thereto the aggregate amount of Indebtedness of M▇▇▇▇▇▇▇▇▇ W▇▇▇ Direct guaranteed by the outstanding Guarantees permitted under this clause ("Promissory Notese) and under clause (f) of 8.14, without duplication, shall not exceed an amount equal to be included the difference between $30,000,000 and indicated in Table IIIthe aggregate amount of all outstanding loans and advances and all capital contributions made by the MWD Subsidiaries to M▇▇▇▇▇▇▇▇▇ W▇▇▇ Direct; (f) Guarantees by the Company of Indebtedness of M▇▇▇▇▇▇▇▇▇ W▇▇▇ Direct, provided that such Guarantees are permitted by clause (d) of 8.1 and that immediately after the creation, incurrence, assumption or existence of any such Guarantee and after giving effect thereto the aggregate amount of Indebtedness of M▇▇▇▇▇▇▇▇▇ W▇▇▇ Direct guaranteed by the outstanding Guarantees permitted under this clause (f) and under clause (e) of 8.14, without duplication, shall not exceed an amount equal to the difference between $30,000,000 and the aggregate amount of all outstanding loans and advances and all capital contributions made by the Company or any Subsidiary to M▇▇▇▇▇▇▇▇▇ W▇▇▇ Direct; (g) (i) Guarantees by the Company or any Subsidiary of Indebtedness or other obligations of any of the Financial Services Companies, provided that such Guarantees are permitted by clause (d) of Section 8.1 hereof and (ii) Guarantees by any of the Financial Services Companies of Indebtedness or other obligations of any of the Financial Services Companies; (h) additional Guarantees by the Company of Indebtedness or other obligations, provided that such Guarantees are permitted by clause (d) of 8.1 and that immediately after the creation, incurrence, assumption or existence of such additional Guarantee and after giving effect thereto the aggregate amount of all Indebtedness and other obligations guaranteed by the outstanding Guarantees of the Company permitted under this clause (h) does not exceed $5,000,000; and (i) Notwithstanding anything in the capacity foregoing, no Guarantee of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may Indebtedness shall at any time be called upon permitted to honor be made by FRI, any of the obligations here assumedTV Shopping Companies, in either of the event MWD Subsidiaries, the Credit Card Bank or any Subsidiary that is a subsidiary of FRI, any of the DEBTOR for any reasonTV Shopping Companies, fails to make timely payments either of what is owedthe MWD Subsidiaries or the Credit Card Bank, waiving any benefit of order and division. bother than (i) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement permitted under clause (e) with respect to the terms MWD Subsidiaries and conditions (ii) Guarantees of Indebtedness of one or more of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed TV Shopping Companies by the DEBTOR in the Contract (one of such TV Shopping Companies."Amendment SECTION 3.09. The following Section 8.18 shall be added to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.Agreement immediately following Section 8.17 thereof:

Guarantees. To guarantee full discharge (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or after the date of this Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within ten (10) Business Days of such acquisition or creation; provided that no Domestic Subsidiary shall be required to become a Guarantor solely as a result of the foregoing sentence so long as the total assets of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by Domestic Subsidiaries (other than ▇▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory NotesTrue Temper Properties Inc.) to be included and indicated that are not Guarantors, as reflected on their most recent balance sheets prepared in Table IIIaccordance with GAAP, do not in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may aggregate at any time be called upon to honor the obligations here assumedexceed $2.0 million. In addition, in the event that the DEBTOR for (i) a Default or Event of Default has occurred or (ii) ▇▇▇▇ True Temper Properties, Inc.'s total assets at any reasontime exceed $5.0 million, fails to make timely payments as reflected on its most recent balance sheet prepared in accordance with GAAP, then, in either event, ▇▇▇▇ True Temper Properties, Inc. must become a Guarantor and execute a supplemental indenture and deliver an Opinion of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement Counsel to the terms and conditions Trustee within five Business Days of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing such Default or Event of this Contract. If Default or the date of completion of such balance sheet, as applicable. (b) The Company shall not permit any of its Restricted Subsidiaries (other than ▇▇▇▇ True Temper Properties, Inc.), directly or indirectly, to guarantee any other Indebtedness of the Company or any Restricted Subsidiary thereof unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contractpayment of the Notes by such Restricted Subsidiary; provided, it is hereby certain and agreed however, that the DEBTOR and/or foregoing shall not apply to any Foreign Restricted Subsidiary solely as a result of such Foreign Restricted Subsidiary guaranteeing third parties Indebtedness of any other Foreign Restricted Subsidiary. Such Note Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of such other Indebtedness. (c) Notwithstanding Sections 4.18(a) and (b), any Note Guarantee may provide by its terms that it will constitute be automatically and unconditionally released and discharged under the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, circumstances described under penalty of early termination of the transactionSection 10.05 hereof.

Guarantees. To Without limiting the generality of the obligations set forth in this Agreement and the Ancillary Agreements: (i) Except as otherwise specified in any Ancillary Agreement, ATAPCO, ATRECO and Gateway shall use their commercially reasonable efforts to have, on or prior to the Exchange Date, or as soon as practicable thereafter (but, except as otherwise provided, in no event more than 30 days thereafter), ATAPCO and any member of the New ATAPCO Group removed as guarantor of or obligor for any ATRECO Liability or Gateway Liability, including, without limitation, in respect of those guarantees set forth on Schedule 4.20(a)(i) to the extent that they relate to ATRECO Liabilities or Gateway Liabilities. (ii) Without limiting the generality of Section 4.20(a)(i) New ATAPCO and Gateway each acknowledge, recognize and agree that it will not be possible for Gateway to procure the release of New ATAPCO from all Gateway Liabilities arising from ATAPCO's guarantee of the obligations of Gateway in connection with its purchases and sales of oil and gas on or prior to the Exchange Date. New ATAPCO and Gateway therefore agree that if Gateway exercises diligent good faith efforts to comply with this Section 4.20(a)(ii) with respect to such guarantees but is unable to procure the release of New ATAPCO from such guarantees, including because the Persons guaranteed thereby will not promptly agree to the release of such guarantee or, if the Gateway Business to which such guarantee relates is conducted by a Subsidiary of Gateway, will not promptly agree to the substitution of such guarantee by a guarantee by Gateway, or require further information or explanation in connection therewith or in connection with the circumstances relating to the transactions contemplated hereby insofar as they effect such guarantee, then (i) Gateway will not be deemed to be in breach of this Section 4.20(a)(ii) if it continues to exercise diligent good faith efforts to effect the release of such guarantees and in fact does effect the full discharge and unconditional release of such guarantees within six months after the Exchange Date, and (ii) in such circumstances and during such period, Gateway or its Subsidiary may continue to effect transactions in the Gateway Business to which such guarantees relate after the Exchange Date, notwithstanding that such transactions will be guaranteed by such guarantees which have not yet been released. Without limiting the generality of Section 6.4, the Gateway Liabilities or alleged Gateway Liabilities with respect to which Gateway shall indemnify, defend and hold harmless the New ATAPCO Indemnitees under Section 6.4 shall include any and all obligationsLiabilities of New ATAPCO and the New ATAPCO Indemnitees arising in connection with any such guarantees by ATAPCO of such Gateway Liabilities which have not been fully released. If the release of New ATAPCO from any guarantees described in this Section 4.20(a)(ii) are not obtained by Gateway on or prior to June 30, principal 1999, Gateway will not undertake any transaction after such date in reliance on such guarantees or take any action which could result in New ATAPCO becoming obligated to perform under such guarantees, and accessoryGateway will notify in writing the beneficiaries of such guarantees on or before June 30, 1999, that it may not undertake any further transactions in reliance on such guarantees. Beginning on May 1, 1999, Gateway will promptly notify New ATAPCO of any transactions undertaken by Gateway in reliance on any guarantees from which New ATAPCO has not been released. Gateway will provide New ATAPCO promptly after receipt written evidence of the DEBTOR assumes release of each guarantee described in this ContractSection 4.20(a)(ii). (b) Except as otherwise specified in any Ancillary Agreement, ATAPCO, ATRECO and Gateway shall use their commercially reasonable efforts to have, on or prior to the Exchange Date, or as soon as practicable thereafter (but, except as otherwise provided, in no event more than 30 days thereafter), any member of the ATRECO Group removed as guarantor of or obligor for any New ATAPCO Liability or Gateway Liability, including, without limitation, in respect of those guarantees set forth on Schedule 4.20(b) to the extent that they relate to New ATAPCO Liabilities or Gateway Liabilities. (c) Except as otherwise specified in any Ancillary Agreement, ATAPCO, ATRECO and Gateway shall use their commercially reasonable efforts to have, on or prior to the Exchange Date, or as soon as practicable thereafter (but, except as otherwise provided, in no event more than 30 days thereafter), any member of the Gateway Group removed as guarantor of or obligor for any New ATAPCO Liability or ATRECO Liability, including, without limitation, in respect of those guarantees set forth on Schedule 4.20(c) to the extent that they relate to ATRECO Liabilities or New ATAPCO Liabilities. (d) Subject to Section 4.20(a)(ii), if ATAPCO, ATRECO or Gateway is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a)-(c) of this Section 4.20, the applicable guarantor or obligor shall continue to be bound as such and, unless not permitted by law or the terms thereof, the relevant beneficiary shall or shall cause one of its Subsidiaries, as well as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the penalties, judicial obligations or extrajudicial costs other Liabilities of such guarantor or obligor thereunder from and expenses, taxes, and similar charges that after the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver date hereof. (e) The parties shall use commercially reasonable efforts to the LENDER: atransfer any guarantees (i) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by with respect to any ▇▇▇▇▇▇▇ das Contas Produtora de Petróleo LTDA Liabilities to ▇▇▇▇▇▇▇ and ("Promissory Notesii) with respect to any Baltimore Management Liabilities to Baltimore Management, including, without limitation, in respect of those guarantees set forth on Schedule 4.20(e) to be included and indicated in Table III, the extent that they relate to ▇▇▇▇▇▇▇ Liabilities or Baltimore Management Liabilities. Any guarantees described in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time preceding sentence that can not be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA so transferred will be constituted as joint debtor in the Contractretained by New ATAPCO, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the ContractATRECO or Gateway, as the case may be. Any Liabilities resulting from or arising out of or in connection with guarantees described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteenthis Section 4.20(e) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionare Shared Liabilities.

Guarantees. To guarantee This Note will be entitled to the benefits of certain Guarantees, if any, made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. The Company will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture. Requests may be made to: HUNTSMAN ADVANCED MATERIALS LLC, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Office of General Counsel. I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the Note on the books of the Company with full discharge power of all obligations, principal substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever and accessory, that be guaranteed by the DEBTOR assumes in endorser's bank or broker. Signature Guarantee: In connection with any transfer of this ContractNote occurring prior to the date of the declaration by the Commission of the effectiveness of a registration statement under the Securities Act of 1933, as well as amended (the penalties"Securities Act"), judicial covering resales of this Note (which effectiveness shall not have been suspended or extrajudicial costs and expenses, taxes, and similar charges terminated at the date of the transfer) the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver transfer: (1) o to the LENDER: aCompany or a subsidiary thereof; or (2) Promissory Notes o pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or (3) o to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of Annex B which letter can be obtained from the Trustee); or (4) o outside the United States to a "foreign purchaser" in compliance with Rule 904 of Regulation S under the Securities Act of 1933, as amended; or (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended; or (6) o pursuant to an effective registration statement under the Securities Act of 1933, as amended; or (7) o pursuant to another available exemption from the registration statement requirements of the Securities Act of 1933, as amended. and unless the box below is checked, the undersigned confirms that such Note is not being transferred to an "affiliate" of the Company as defined in Rule 144 under the Securities Act of 1933, as amended (an "Affiliate"): o The transferee is an Affiliate of the Company. Unless one of the items is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, in their sole discretion, such written legal opinions, certifications (including an investment letter in the case of box (3) or (4) and other information as the Trustee or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of l933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.16 of the Indenture shall have been satisfied. Dated: Signed: (Sign exactly as name appears on the other side of this ContractNote) Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTORas amended, and who may at any time be called upon to honor the obligations here assumed, in the event is aware that the DEBTOR for any reason, fails sale to make timely payments of what it is owed, waiving any benefit of order being made in reliance on Rule 144A and division. b) Addendum acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, Rule 144A or has determined not to request such information and that it is aware that the same, irrevocably and irreversibly, declares agreement transferor is relying upon the undersigned's foregoing representations in order to claim the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed exemption from registration provided by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will Rule 144A. Dated: NOTICE: To be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, executed by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.an executive officer

Guarantees. To guarantee full discharge Subject to the provisions of all obligationsthis Section 10, principal each Guarantor hereby fully, unconditionally and accessory, that the DEBTOR assumes in this Contractirrevocably guarantees, as well primary obligor and not merely as surety, on a joint and several senior secured basis, to each Holder of the penalties, judicial or extrajudicial costs and expenses, taxesNotes, and similar charges that the LENDER incurs and/or may incur for covering its creditTrustee the due and punctual payment, of the DEBTOR delivers and/or will deliver principal of (and premium, if any) and interest (including, in case of default, interest on principal and, to the LENDER: a) Promissory Notes in the form of Annex B of this Contractextent permitted by applicable law, duly signed by the authorized signatory of the DEBTOR on overdue interest and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) including any additional interest required to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement paid according to the terms and conditions of the ContractNotes), ratifying it in its entirety if any, on the Notes, when and taking joint responsibility as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture and all other obligations assumed of the Company with respect to the Notes to any Holder or the Trustee hereunder or thereunder. Each Note Guarantee will be secured by the DEBTOR first priority security interests (subject to Permitted Liens) in the Contract ("Amendment Collateral owned by such Guarantor. Each Guarantor agrees that the Guarantor Obligations shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment extent such other 95 Indebtedness is subordinate to the ContractGuarantor Obligations, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure which case the obligations of the DEBTOR Guarantors under the Note Guarantees shall rank senior in right of payment to such other Indebtedness, and except for claims of creditors that are mandatorily preferred by law, in which case the obligations of the Guarantors under the Note Guarantees shall rank junior in right of payment to such claims. To evidence its Note Guarantee set forth in this ContractSection 10.1, it each Guarantor hereby agrees that this Indenture (or a supplement thereto) shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an Officer whose signature is hereby certain and agreed on this Indenture (or a supplement thereto) no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the DEBTOR and/or guaranteeing third parties will constitute Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Section 10.1 notwithstanding any extension or renewal of any Guarantor Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Assignment Company of Credit Rights in favor any of the LENDER, Guarantor Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guarantor Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by contractual or legal provisions applicable any Holder to its proper formalization and registration, ensuring Assignment of Shares any security held for payment of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Guarantor Obligations. Except as set forth in Section 10.4, the referred-obligations of each Guarantor hereunder shall not be subject to nonformalization any reduction, limitation, impairment or depreciation, and/or loss of collateral, under penalty of early termination for any reason (other than payment of the transaction.Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantor Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to 96

Guarantees. To The Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantee on a senior unsecured basis and as primary obligor and not merely as surety to each Holder and the Trustee the full discharge and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all obligationsother obligations and liabilities of the Company under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, principal and accessoryor the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively called the “Obligations”). The Obligations of Subsidiary Guarantors under the Subsidiary Guarantees shall rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is expressly subordinate to the obligations arising under the Subsidiary Guarantee. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the DEBTOR assumes Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from it, and similar charges that the LENDER incurs and/or may incur for covering its creditit shall remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, the DEBTOR delivers and/or will deliver demand of payment from and protest to the LENDER: a) Promissory Notes in the form Company of Annex B of this Contract, duly signed by the authorized signatory any of the DEBTOR Obligations and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity also waives notice of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.protest for

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this ContractEach Guarantor hereby absolutely, duly signed by the authorized signatory of the DEBTOR unconditionally and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA irrevocably guarantees ("Promissory Notes) to be included and indicated in Table IIIeach, in the capacity of GUARANTOR(Sa “Guarantee”), CO-OBLIGOR(S) jointly on a joint and severally with several basis, to each Holder of 2020 Notes (including each Holder of 2020 Notes issued under the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from Indenture after the date of signing this Amendment No. [ ]) and to the Trustee and its successors and assigns on a senior basis, irrespective of the validity and enforceability of this Contract. If Indenture, the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 2020 Notes or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain Company hereunder or thereunder (i) the full and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment punctual payment of Credit Rights in favor all monetary obligations of the LENDER, by contractual or legal provisions Company under the Indenture (including obligations to the Trustee) and (ii) the full and punctual performance within applicable to its proper formalization and registration, ensuring Assignment grace periods of Shares all other obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company under the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the transactionabsence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the 2020 Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of such Guarantor (except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Subject to this Section 2 and Section 5 hereof, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the 2020 Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 2020 Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to all obligations under the 2020 Notes and the Indenture (including, without limitation, interest, fees, costs and expenses) that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company of its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2020 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2020 Notes and this Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2020 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2020 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2020 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2020 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the Second Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the Second Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2020 Notes under the Guarantee. (g) Any term or provision of this Amendment No. [ ] to the contrary notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 2, result in the obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or conveyance or voidable preference, financial assistance or improper corporate benefit, or violating the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. To guarantee full discharge The Companies and the OPs agree that, unless an OP shall have theretofore reacquired its Preferred Units and paid the Reacquisition Price as provided in Section 5.3 hereof, such OP (a) will repay its Note entirely from the proceeds of all obligationsnew third party borrowings which will (x) if non-recourse obligations of such OP, be collateralized by first security interests in an amount of property with a fair market value of at least 150% of the principal and accessoryamount of the indebtedness being incurred, that which first security interests must remain in effect on such collateral or substitute collateral of equivalent value to the DEBTOR assumes in this Contract, collateral replaced for so long as well as the penalties, judicial or extrajudicial costs and expenses, taxessuch indebtedness shall remain outstanding, and similar charges that (y) have neither recourse against nor a guarantee from the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver general partner of such OP or a related party to the LENDER: a) Promissory Notes in the form general partner of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such OP such that the samegeneral partner or such related party would be deemed to bear the economic risk of loss of such borrowings within the meaning of Treasury Regulation Section 1.752-2 (the "Refinancing Indebtedness") and (b) shall not repay any of the principal amount of such Refinancing Indebtedness unless either (x) after giving effect to such repayment, irrevocably and irreversiblythe remaining principal amount of such Refinancing Indebtedness shall not be less than the initial principal amount of such OP's Note and, declares agreement if such Refinancing Indebtedness is non-recourse to such OP, the fair market value of the Partnership's assets securing such Refinancing Indebtedness shall be at least 150% of such remaining principal amount, or (y) it shall have made arrangements satisfactory to PCIC in its sole discretion for it to continue to extend Guarantees of other indebtedness of such OP in an amount at least equal to the terms and conditions initial principal amount of such OP's Note. In connection with arranging such Refinancing Indebtedness, each OP will make the necessary arrangements to (a) permit PCIC, should it elect to do so in its discretion, to issue a Guarantee (in a form to be determined by PCIC provided that such form does not have adverse consequences to such OP, the Company that is a limited partner in such OP or the lenders under such Refinancing Indebtedness) as to the payment of an amount of such borrowings by such OP in an amount equal to the principal amount of the ContractNote issued by such OP, ratifying it in its entirety and taking joint responsibility for all obligations assumed by provided, that, if such Refinancing Indebtedness is of differing levels of seniority, the DEBTOR in Guarantees shall guarantee the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, describedmost senior indebtedness, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment (b) to the Contract, as described in items "a" and "b" above, will be submitted provide PCIC with sufficient notice to the LENDER within 15 (fifteen) days enable PCIC to elect to make such a Guarantee with effect from the date this Contract is signed, under penalty time of the transaction’s coming due earlyincurrence of such Refinancing Indebtedness. Paragraph Two -- The formalization NCIC, PCIC and registration Management Company shall cooperate and use commercially reasonable efforts to assist the Companies and the OPs in promptly obtaining the Refinancing Indebtedness, including making available to potential lenders access to such information and personnel about the Companies and its properties as are under the control of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase NCIC, PCIC and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionManagement Company.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this ContractEach Guarantor hereby absolutely, duly signed by the authorized signatory of the DEBTOR unconditionally and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA irrevocably guarantees ("Promissory Notes) to be included and indicated in Table IIIeach, in the capacity of GUARANTOR(Sa “Guarantee”), CO-OBLIGOR(S) jointly on a joint and severally with several basis, to each Holder of 2023 Notes (including each Holder of 2023 Notes issued under the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from Indenture after the date of signing this Amendment No. [ ]) and to the Trustee and its successors and assigns on a senior basis, irrespective of the validity and enforceability of this Contract. If Indenture, the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 2023 Notes or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain Company hereunder or thereunder (i) the full and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment punctual payment of Credit Rights in favor all monetary obligations of the LENDER, by contractual or legal provisions Company under the Indenture (including obligations to the Trustee) and (ii) the full and punctual performance within applicable to its proper formalization and registration, ensuring Assignment grace periods of Shares all other obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company under the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the transactionabsence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the 2023 Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of such Guarantor (except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Subject to this Section 2 and Section 5 hereof, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the 2023 Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 2023 Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to all obligations under the 2023 Notes and the Indenture (including, without limitation, interest, fees, costs and expenses) that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company of its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2023 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2023 Notes and this Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2023 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2023 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2023 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2023 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the Third Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the Third Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2023 Notes under the Guarantee. (g) Any term or provision of this Amendment No. [ ] to the contrary notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 2, result in the obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or conveyance or voidable preference, financial assistance or improper corporate benefit, or violating the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this ContractFoundation Labs hereby, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract other Guarantors, unconditionally and Request for Disbursement irrevocably guarantees to each Holder of a Note authenticated and delivered by the DEBTOR, Trustee and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms Trustee and conditions the other Noteholder Secured Parties and their respective successors and assigns, irrespective of the Contract, ratifying it in its entirety validity and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty enforceability of the transaction’s coming due early. Paragraph Two -- The formalization and registration of Indenture, the guarantee for Assignment of Credit Rights arising in Notes, the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual other Note Documents or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain Issuer or any other Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties hereunder or thereunder: (a) (x) the due and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor punctual payment of the LENDERprincipal of, premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by contractual acceleration or legal provisions applicable otherwise, (y) the due and punctual payment of interest on the overdue principal and (to its proper formalization the extent permitted by law) interest, if any, on the Notes and registration, ensuring Assignment (z) the due and punctual payment and performance of Shares all other obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Issuer and all other obligations of the referred-other Guarantors (including under the Note Guarantees) under the Note Documents, in each case, to nonformalization the Holders, the Trustee or depreciationthe other Noteholder Secured Parties hereunder or thereunder (including amounts due the Trustee or the Noteholder Collateral Agent under Section 7.07 or Section 10.13, and/or loss respectively, of collateralthe Indenture), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under the Indenture, under penalty the Notes or under the other Note Documents, for whatever reason, Foundation Labs shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Default under the Indenture, the Notes or the other Note Documents shall constitute an event of early termination default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of Foundation Labs thereunder in the same manner and to the same extent as the obligations of the transactionIssuer.

Guarantees. To guarantee full discharge (a) Each of all obligationsAOL and Time Warner hereby, principal jointly and accessoryeverally, that unconditionally and irrevocably guarantees to the DEBTOR assumes in this ContractAdministrative Agent, as well as for the penaltiesratable benefit of the Lenders and their respective successors, judicial or extrajudicial costs indorsees, transferees and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditassigns, the DEBTOR delivers and/or will deliver prompt and complete payment and performance by the Designated Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) AOLTW hereby, jointly and severally, unconditionally and irrevocably guarantees to the LENDER:Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by AOLTWFI when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of AOLTWFI. a(c) Promissory Notes Each of TBS and TWCI hereby, jointly and severally, unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Time Warner when due (whether at the stated maturity, by acceleration or otherwise) of its obligations and liabilities under this Guarantee (the "Time Warner Obligations") including under Section 2(a) hereof. (d) This Guarantee shall remain in full force and effect until the form Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto either one or both of Annex B the Designated Borrowers may be free from any Obligations. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this ContractGuarantee for such purpose. (f) Anything herein or in any other Credit Document to the contrary notwithstanding, duly signed the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3 hereof). (g) No payment or payments made by either of the Designated Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the authorized signatory Administrative Agent or any Lender from either of the DEBTOR and endorsed Designated Borrowers, any of the Guarantors, any other guarantor or any other Person by ▇▇▇ das Contas Produtora de Petróleo LTDA virtue of any action or proceeding or any setoff or appropriation or payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder who shall, notwithstanding any such payment or payments ("Promissory Notes) to be included and indicated other than payments made by such Guarantor in Table IIIrespect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations and, in the capacity case of GUARANTOR(S)TBS and TWCI, CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTORTime Warner Obligations, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement up to the terms maximum liability of such Guarantor hereunder until the Obligations are paid in full and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")Commitments are terminated. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee Each Subsidiary Guarantor of a series of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to each Holder of such series and to the Trustee and its successors and assigns (a) the full discharge and punctual payment of principal of and interest on the Securities of such series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture with respect to the Securities of such series and (b) the full and punctual performance within applicable grace periods of all obligationsother obligations of the Company under this Indenture with respect to the Securities of such series (all the foregoing, principal and accessorywith respect to a series of Securities, being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor of a series of Securities further agrees that the DEBTOR assumes Guaranteed Obligations with respect to such series may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this ContractArticle 11 notwithstanding any extension or renewal of any Obligation with respect to such series. Each Subsidiary Guarantor of a series of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to such series and also waives notice of protest for nonpayment. Each Subsidiary Guarantor of a series of Securities waives notice of any default under the Securities of such series or the Guaranteed Obligations of such series. The obligations of each Subsidiary Guarantor hereunder of a series of Securities shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor of such series) under this Indenture with respect to the Securities of such series or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture with respect to the Securities of such series or any other agreement; (4) the release of any security held by any Holder of such series or the Trustee for the Guaranteed Obligations of such series or any of them; (5) the failure of any Holder of such series or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations of such series; or (6) except as well set forth in Section 11.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder of such series or the Trustee for such series to any Security held for payment of the Guaranteed Obligations of such series. Except as the penaltiesexpressly set forth in Sections 8.02, judicial or extrajudicial costs 11.02 and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit11.06, the DEBTOR delivers and/or will deliver obligations of each Subsidiary Guarantor of a series of Securities hereunder shall not be subject to the LENDER: a) Promissory Notes in the form of Annex B of this Contractany reduction, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIlimitation, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations of such series or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Subsidiary Guarantor of a series of Securities herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Holder of such series or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture with respect to the Securities of such series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee with respect to such series herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation with respect to such series is rescinded or must otherwise be restored by any Holder of such series or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder of a series of Securities or the Trustee has at law or in equity against any Subsidiary Guarantor of such series by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation with respect to such series when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions applicable otherwise, or to its proper formalization perform or comply with any other Guaranteed Obligation with respect to such series, each Subsidiary Guarantor of such series hereby promises to and registrationshall, ensuring Assignment upon receipt of Shares written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders of such series or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company to the referred-to nonformalization or depreciationHolders of such series and the Trustee. Each Subsidiary Guarantor of a series of Securities agrees that, and/or loss as between it, on the one hand, and the Holders of collateralsuch series and the Trustee, under penalty of early termination on the other hand, (i) the maturity of the transactionGuaranteed Obligations with respect to such series hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guarantee with respect to such series herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations with respect to such series guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 11.01. Each Subsidiary Guarantor of a series of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

Guarantees. To guarantee full discharge Subject to the provisions of this Article X, each Guarantor hereby, jointly and severally, as a primary obligor and not merely as a surety, unconditionally and irrevocably, Guarantees to each Holder and the Trustee, the Securities Obligations including, without limitation, the prompt and complete payment and performance by the Issuer and each other Guarantor when due (whether at the stated maturity, by acceleration, by redemption or otherwise) of the principal of, premium, if any, and interest, if any, on the Securities and all obligationsother obligations and liabilities of the Issuer under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, principal or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and accessory, the obligations under Section 7.07) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor agrees that the DEBTOR assumes Guarantor Obligations shall rank equally in this Contractright of payment with other senior secured Indebtedness of such Guarantor, as well as except to the penaltiesextent such other Indebtedness is subordinate to the Guarantor Obligations. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, judicial in whole or extrajudicial costs and expensesin part, taxeswithout notice or further assent from it, and similar charges that it will remain bound under this Article X notwithstanding any extension or renewal of any Guarantor Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the LENDER incurs and/or may incur Issuer of any of the Guarantor Obligations and also waives notice of protest for covering non-payment. Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. Each Guarantor further agrees that its creditGuarantee herein constitutes an absolute, irrevocable and unconditional Guarantee of payment (and is not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth in Section 10.02, the DEBTOR delivers and/or will deliver obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the LENDER: Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) Promissory Notes the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under, this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the form of Annex B of this Contract, duly signed by the authorized signatory ownership of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA Issuer; ("Promissory Notesg) to be included and indicated in Table IIIany default, failure or delay, willful or otherwise, in the capacity performance of GUARANTOR(S)the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Subject to the provisions of Section 4.10, CO-OBLIGOR(S) jointly each Guarantor agrees that its Guarantee herein shall remain in full force and severally effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.03 hereof. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTORcase may be, and who may if at any time payment, or any part thereof, of principal of or interest on any of the Guarantor Obligations is rescinded or must otherwise be called restored by any Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or any other Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Issuer or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to honor pay any of the obligations here assumedGuarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section. Each of the Guarantors hereby agrees that its Guarantee of the Securities shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security shall nevertheless be valid, The delivery of any Security by the Trustee, after the authentication thereof hereunder shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor. Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the financial condition and assets of any other Guarantor, and of all other circumstances bearing upon the risk of nonpayment of the Guarantor Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that the DEBTOR for Trustee will not have any reason, fails duty to make timely payments advise such Guarantor of what is owed, waiving information known to it or any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")regarding such circumstances or risks. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee (a) Prior to the Initial Escrow Release Date, the Securities will not be guaranteed. From and after the Initial Escrow Release Date, the Securities will be guaranteed by the Guarantors party to the Initial Escrow Release Supplemental Indenture. Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsobligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and accessoryall other monetary obligations of the Issuers under this Indenture, the Security Documents and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the LENDER incurs and/or may incur Issuers be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for covering its creditpayment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01, 10.02 and 10.06, the DEBTOR delivers and/or will deliver obligations of each Guarantor hereunder shall not be subject to the LENDER: a) Promissory Notes in the form of Annex B of this Contractany reduction, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIlimitation, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable to its proper formalization law) and registration, ensuring Assignment of Shares (iii) all other monetary obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Issuers to the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination Holders and the Trustee in respect of the transactionGuaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) Each Guarantor hereby jointly and severally with irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to each Holder, the DEBTOR for Trustee, the Collateral Agent and their respective successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Contract Indenture (including obligations to the Trustee) and Request the Securities, whether for Disbursement by payment of principal of, or premium, if any, or interest on, the DEBTORSecurities and all other monetary obligations of the Issuer under this Indenture and the Securities, and who may at any time be called upon to honor (ii) the full and punctual performance within applicable grace periods of all other obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the ContractIssuer, ratifying it in its entirety whether for fees, expenses, indemnification or otherwise under this Indenture and taking joint responsibility for the Securities (all obligations assumed by the DEBTOR in foregoing being hereinafter collectively called the Contract ("Amendment to the Contract"“Guaranteed Obligations”). (b) Each Guarantor further agrees that (to the extent permitted by law) the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Notes Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.11 and 4.13. (c) Further Assurances in Annexed Instruments properly definedEach Guarantor waives presentation to, described, demand of payment from and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment protest to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty Issuer of any of the transaction’s coming due earlyGuaranteed Obligations and also waives notice of protest for nonpayment. Paragraph Two -- Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The formalization and registration obligations of each Guarantor hereunder shall not be affected by (i) the guarantee for Assignment failure of Credit Rights arising in any Holder, the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - PetrobrásTrustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, through applicable contractual the Securities, any Security Document, or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing any other agreement or otherwise; (ii) any extension or renewal of this Contract. If Indenture, the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - PetrobrásSecurities, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 any Security Document or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.any other agreement;

Guarantees. To guarantee full discharge (1) The Purchaser undertakes with the Seller: (a) to procure the release at Completion of the Seller and any member of the Seller's Group from all obligationsguarantees, principal indemnities, bonds, letters of comfort, undertakings, licences and accessoryother arrangements to which they or any of them are a party in respect of any of the Group Companies or their business or properties occupied by them details of which are specified in the Disclosure Letter and to indemnify and to keep indemnified on a continuing basis the Seller and any member of the Seller's Group from all claims, liabilities, costs and expenses (including without limitation, legal and other professional advisers' fees) arising in respect or by reason thereof; and (b) to use all reasonable endeavours to procure the release of the Seller and any member of the Seller's Group from any other guarantees, indemnities, bonds, letters of comfort, undertakings, licences and other arrangements to which any of them are a party in respect of any of the Group Companies or their business or properties occupied by them, if any, copies of which are not specified in the Disclosure Letter and details of which are subsequently notified to the Purchaser. (2) Without limiting the generality of subclause (1), the Purchaser agrees, in discharging its obligations under that the DEBTOR assumes in this Contractsubclause, as well to: (a) offer any guarantees, indemnities or other undertakings (as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or case may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: abe) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory place of the DEBTOR guarantees and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA indemnities and other arrangements referred to in subclause ("Promissory Notes1)(a); or (b) offer to be included and indicated discharge the liabilities in Table III, relation to which a guarantee or indemnity or other arrangements referred to in the capacity of GUARANTOR(S), CO-OBLIGOR(Ssubclause (1)(a) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and divisionwas given. b(3) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions The obligations of the ContractPurchaser under subclauses (1) and (2) will continue after Completion until all such releases are obtained. (4) InterX and the Seller shall procure that prior to or on Completion each Group Company shall be released from all charges, ratifying guarantees and indemnities given by it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty respect of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor any member of the LENDER, by contractual Seller's Group or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionany third parties.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this ContractEach Guarantor party hereto unconditionally guarantees, as well a primary obligor and not merely as the penaltiesa surety, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with each other Guarantor party hereto, the DEBTOR due and punctual payment of the principal of and interest on the Revolving Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by notice or prepayment or otherwise. Each Guarantor party hereto further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligations. The Obligations of each Guarantor hereunder will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Obligations of such Guarantor hereunder or pursuant to its contribution Obligations hereunder, will result in the Obligations of such Guarantor hereunder not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. The net worth of any Guarantor for all the purposes of this Article XVI shall include any claim of such Guarantor against the Borrowers for reimbursement and any claim against any other Guarantor for contribution. To the fullest extent permitted by law, each Guarantor party hereto waives presentment to, demand of payment from and protest to the Borrowers or any other Person of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the obligations of a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Agent or any Lender to assert any claim or demand or to enforce any right or remedy against any Borrower or any other Guarantor under the provisions of this Contract and Request for Disbursement Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents, any guarantee or any other agreement; (c) the release of any security held by the DEBTORAgent or any Lender for the Obligations or any of them; or (d) the failure of the Agent or any Lender to exercise any right or remedy against any other Guarantor of the Obligations. Each Guarantor party hereto further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and who may at waives any time right to require that any resort be called upon had by the Agent or any Lender to honor any security (if any) held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Agent or any Lender in favor of any Borrower or any other Person. To the fullest extent permitted by law, the obligations here assumedof each Guarantor party hereto hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of what is owedthe invalidity, waiving illegality or unenforceability of any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the ContractObligations or otherwise. Without limiting the generality of the foregoing, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contractfullest extent permitted by law, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor party hereto hereunder shall not be discharged or impaired or otherwise affected by the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor failure of the LENDERAgent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document, any guarantee or any other agreement, by contractual any waiver or legal provisions applicable to its proper formalization and registrationmodification of any provision thereof, ensuring Assignment by any default, failure or delay, willful or otherwise, in the performance of Shares any of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Obligations, or by any other act or omission which may or might in any manner or to any extent vary the referred-to nonformalization risk of such Guarantor or depreciation, and/or loss otherwise operate as a discharge of collateral, under penalty such Guarantor as a matter of early law or equity. Each Guarantor party hereto further agrees that its guarantee shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Obligations and the termination of the transactionRevolving Commitments and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal or of interest on any Obligation or of any other Obligation is rescinded or must otherwise be returned by the Agent or any Lender upon the bankruptcy or reorganization of any Borrower, Guarantor or otherwise. Each Guarantor party hereto hereby waives and releases all rights of subrogation against each Loan Party and its property and all rights of indemnification, contribution and reimbursement from each Loan Party and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

Guarantees. To guarantee full discharge 12.1 In consideration of the Sellers entering into this Agreement at the request of the Seller's Guarantor, the Seller's Guarantor hereby irrevocably and unconditionally: (a) guarantees to the Buyer the full, prompt and complete performance by the Sellers of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all their obligations under this Contract Agreement; (b) undertakes to the Buyer that whenever the Sellers do not pay any amount when due under or, in connection with, this Agreement, that it shall immediately on demand pay that amount as if it were the principal obligor; and (c) agrees as primary obligor to indemnify and Request for Disbursement keep indemnified the Buyer from and against any cost, loss or liability incurred by the DEBTORBuyer as a result of any of the obligations of the Sellers under or pursuant to this Agreement being or becoming void, voidable, unenforceable, ineffective or illegal for any reason whatsoever, whether or not known to the Buyer. The amount of the cost, loss or liability shall be equal to the amount which the Buyer would otherwise have been entitled to recover from the Sellers. 12.2 In consideration of the Buyer and who each Additional Buyer entering into this Agreement at the request of the Buyer's Guarantor, the Buyer's Guarantor hereby irrevocably and unconditionally: (a) guarantees to the Sellers the full, prompt and complete performance by the Buyer and the Additional Buyers of all of their obligations under this Agreement; (b) undertakes to the Sellers that whenever the Buyer and/or each Additional Buyer does not pay any amount when due under or in connection with this Agreement, that it shall immediately on demand pay that amount as if it were the principal obligor; and (c) agrees as primary obligor to indemnify and keep indemnified the Sellers from and against any cost, loss or liability incurred by the Sellers as a result of any of the obligations of the Buyer and/or any Additional Buyer under or pursuant to this Agreement being or becoming void, voidable, unenforceable, ineffective or illegal for any reason whatsoever, whether or not known to the Sellers. The amount of the cost, loss or liability shall be equal to the amount which the Sellers would otherwise have been entitled to recover from the Buyer and each Additional Buyer. 12.3 The guarantees contained in this clause 12 are continuing guarantees and shall remain in force until: (a) in respect of the guarantee in clause 12.1, all the obligations of the Sellers under this Agreement have been fully performed and all sums payable by the Sellers have been fully paid, regardless of any intermediate payment or discharge in whole or in part, or any change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, any Seller. It is independent of every other security which the Buyer may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR hold for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR Sellers under this Agreement; and (b) in respect of the guarantee in clause 12.2, all the obligations of the Buyer and/or the Additional Buyers under this Agreement have been fully performed and all sums payable by the Buyer and the Additional Buyers have been fully paid, regardless of any intermediate payment or discharge in whole or in part, or any change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Buyer or any Additional Buyer. It is independent of every other security which the Sellers may at any time hold for the obligations of the Buyer and/or the Additional Buyers under this Agreement. 12.4 The obligations of the Seller's Guarantor and the Buyer's Guarantor shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to reduce, release or otherwise exonerate Seller's Guarantor and/or the Buyer's Guarantor from its respective obligations or affect such obligations, including without limitation and whether or not known to the Sellers' Guarantor or to the Buyer or to the Buyer's Guarantor or to the Sellers: (a) any variation of this Agreement or any time, indulgence, waiver or consent at any time given to the Sellers or the Buyer or any Additional Buyer or any other person; (b) any compromise or release of, or abstention from obtaining, perfecting or enforcing any security or other right or remedy whatsoever from or against, the Sellers' or the Buyer or any Additional Buyer or any other person; (c) any legal limitation, disability, incapacity or other circumstance relating to the Sellers or the Buyer or any Additional Buyer or any other person; (d) any discharge of a party to other securities or guarantees held by the Sellers or the Buyer or any Additional Buyer as the case may be and realisation of all or any of those securities or guarantees; (e) any compounding with, acceptance of compositions from or other arrangements with (i) any Seller or a person or persons liable on other securities or guarantees held or to be held by the Buyer or any Additional Buyer (in the case of the Buyer or any Additional Buyer) or (ii) the Buyer or a person or persons liable on other securities or guarantees held or to be held by the Seller (in the case of the Seller); (f) any amendment, novation, supplement or extension of this Agreement; or (g) any irregularity, unenforceability or invalidity of any obligations of the Sellers under this Agreement, or the dissolution, amalgamation, reconstruction or insolvency of the Sellers or the Buyer or any Additional Buyer or the avoidance of an assurance, security or payment or a release, settlement or discharge which is given or made on the faith of an assurance, security or payment, in either case, under an enactment relating to bankruptcy or insolvency. 12.5 The guarantee in clause 12.1 may be enforced by the Buyer without the Buyer first taking any steps or proceedings against the Sellers. or any other person. The guarantee in clause 12.2 may be enforced by the Sellers' without the Sellers' first taking any steps or proceedings against the Buyer or any Additional Buyer or any other person. 12.6 The Seller's Guarantor agrees that until the obligations of the Sellers' under this Agreement have been fully and completely performed and all sums payable by the Sellers' to the Buyer and each Additional Buyer under or pursuant to this Agreement have been paid, it shall not exercise any rights which it might have by reason of the performance of its obligations under the guarantee in clause 12.1: (a) to be indemnified by the Sellers; and/or (b) to claim any contribution from any other guarantor of the Sellers' obligations under this Agreement; and/or (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Buyer or any Additional Buyer under this Agreement or any other security taken by the Buyer or any Additional Buyer pursuant to, or in connection with, this Agreement; and/or (d) to prove or vote as a creditor of the Sellers or its estate in competition with the Buyer or any Additional Buyer. 12.7 The Buyer's Guarantor agrees that until the obligations of the Buyer and the Additional Buyers under this Agreement have been fully and completely performed and all sums payable by the Buyer and each Additional Buyer to the Sellers under or pursuant to this Agreement have been paid, it shall not exercise any rights which it might have by reason of the performance of its obligations under the guarantee in clause 12.2: (a) to be indemnified by the Buyer or any Additional Buyer; and/or (b) to claim any contribution from any other guarantor of the Buyer's or any Additional Buyer's obligations under this Agreement; and/or (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Sellers under this Agreement or any other security taken by the Sellers pursuant to, or in connection with, this Agreement; and/or (d) to prove or vote as a creditor of the Buyer or any Additional Buyer or any of their estates in competition with the Sellers. 12.8 Save as expressly stated to the contrary in this ContractAgreement, it is hereby certain the obligations and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor liabilities of the LENDER, by contractual or legal provisions applicable to its proper formalization Sellers under the Transaction Documents are joint and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionseveral.

Guarantees. To Prior to the Merger Date, the Securities will not be guaranteed. On or promptly following the Merger Date, the Securities will be guaranteed by the Guarantors party to a Supplemental Indenture. (a) Each Guarantor upon execution of a Supplemental Indenture shall jointly and severally, irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Notes Collateral Agent and to the Trustee and its successors and assigns (i) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsobligations of the Company under this Indenture (including obligations to the Trustee and the Notes Collateral Agent) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and accessoryall other monetary obligations of the Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Notes Col- lateral Agent or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder, the Notes Collateral Agent or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Notes Collateral Agent or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.08 (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the LENDER incurs and/or may incur for covering Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its creditGuarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the DEBTOR delivers and/or will deliver Notes Collateral Agent or the Trustee to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory any security held for payment of the DEBTOR Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01, 8.04, 10.02 and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III10.06, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumedof each Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Holder, the Notes Collateral Agent or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01, 8.04 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as set forth in Sections 8.01, 8.04 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, the Notes Collateral Agent or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Notes Collateral Agent or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders, the Notes Collateral Agent or the Trustee an amount equal to the sum of (i) the unpaid prin- cipal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable to its proper formalization law) and registration, ensuring Assignment of Shares (iii) all other monetary obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company to the referred-to nonformalization or depreciationHolders, and/or loss of collateral, under penalty of early termination the Notes Collateral Agent and the Trustee in respect of the transactionGuaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Notes Collateral Agent and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, the Notes Collateral Agent or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇▇ das Contas Produtora de Petróleo LTDA & ▇▇▇▇▇▇ Canada hereby absolutely, unconditionally and irrevocably guarantees to the Administration Agent and the Lenders the due and punctual performance, satisfaction, payment and discharge of the following: ("Promissory Notesi) all payment obligations (whether at stated maturity, by acceleration or otherwise) of the Limited Partnership hereunder under the Operating Facility, whether for principal, interest, fees, expenses, indemnity or otherwise; (ii) all covenants and other obligations of the Limited Partnership on its part to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(Sperformed or observed under this Agreement; and (iii) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by of the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement Limited Partnership to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Lenders under Treasury Contracts (including Treasury Contract ("Amendment to the Contract"Breakage Costs). (b) The Limited Partnership hereby absolutely, unconditionally and irrevocably guarantees to the Administration Agent and the Lenders the due and punctual performance, satisfaction, payment and discharge of the following: (i) all payment obligations (whether at stated maturity, by acceleration or otherwise) of ▇▇▇▇ & Talbot Canada hereunder under the Acquisition Facility, whether for principal, interest, fees, expenses, indemnity or otherwise; (ii) all covenants and other obligations of ▇▇▇▇ & ▇▇▇▇▇▇ Canada as the Acquisition Borrower on its part to be performed or observed under this Agreement; and (iii) all obligations of ▇▇▇▇ & Talbot Canada to the Lenders under Treasury Contracts (including Treasury Contract Breakage Costs). (c) Further Assurances in Annexed Instruments properly definedThe Land Trustee hereby absolutely, describedunconditionally and irrevocably guarantees to the Administration Agent and the Lenders the due and punctual performance, satisfaction, payment and discharge of the following: (i) all payment obligations (whether at stated maturity, by acceleration or otherwise) of the Borrowers hereunder under the Credit Facilities, whether for principal, interest, fees, expenses, indemnity or otherwise; (ii) all covenants and other obligations of each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership on their part to be performed or observed under this Agreement; and (iii) all obligations of each of ▇▇▇▇ & Talbot Canada and the Limited Partnership to the Lenders under Treasury Contracts (including Treasury Contract Breakage Costs). (d) In this Article 10, ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the Limited Partnership and the Land Trustee are collectively called the “Guarantors”, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty obligations guaranteed by each of the transaction’s coming due early. Paragraph Two -- The formalization Guarantors as set out in paragraphs (a), (b) and registration of (c) above are called the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction“Guaranteed Obligations”.

Guarantees. To guarantee (a) Subject to the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement and any Additional Intercreditor Agreement, each Senior Secured Note Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis, to each Holder and to the Trustee and its successors and assigns (i) the full discharge and punctual payment of principal of and interest on the Senior Secured Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under this Senior Secured Notes Indenture and the Senior Secured Notes and (ii) the full and punctual performance within applicable grace periods of all obligationsother obligations of the Issuers under this Senior Secured Notes Indenture and the Senior Secured Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”), principal and accessorysubject to the limitations set forth in Section 10.08; provided, however, that in no event shall a US Controlled Foreign Subsidiary be required to guarantee the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges Guaranteed Obligations. Each Senior Secured Note Guarantor further agrees that the LENDER incurs and/or Guaranteed Obligations may incur be extended or renewed, in whole or in part, without notice or further assent from such Senior Secured Note Guarantor and that such Senior Secured Note Guarantor will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Senior Secured Note Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for covering its creditnonpayment. Each Senior Secured Note Guarantor waives notice of any default under the Senior Secured Notes or the Guaranteed Obligations. The obligations of each Senior Secured Note Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person (including any Senior Secured Note Guarantor) under this Senior Secured Notes Indenture, the DEBTOR delivers and/or will deliver Senior Secured Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Senior Secured Notes Indenture, the Senior Secured Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the LENDER: aGuaranteed Obligations; or (6) Promissory Notes except as set forth in Section 10.06, any change in the form ownership of Annex B such Senior Secured Note Guarantor. (c) Each Senior Secured Note Guarantor further agrees that its Senior Secured Note Guarantee herein constitutes a guarantee of this Contractpayment, duly signed performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the authorized signatory Trustee to any security held for payment of the DEBTOR Guaranteed Obligations. (d) [Reserved.] (e) Except as expressly set forth in Article VIII and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included Sections 10.02, 10.06 and indicated in Table III10.08, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumedof each Senior Secured Note Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Senior Secured Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any benefit Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Senior Secured Notes Indenture, the Senior Secured Notes or any other agreement, by any waiver or modification of order and divisionany thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Senior Secured Note Guarantor or would otherwise operate as a discharge of such Senior Secured Note Guarantor as a matter of law or equity. b(f) Addendum Each Senior Secured Note Guarantor further agrees that its Senior Secured Note Guarantee herein shall continue to this Contract through be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of any Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which Rio das Contas Produtora de Petróleo LTDA will any Holder or the Trustee has at law or in equity against any Senior Secured Note Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Senior Secured Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be constituted paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest and premiums (if any) on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Issuers to the Holders and the Trustee. (h) Each Senior Secured Note Guarantor agrees that, as joint debtor between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article VI for the purposes of such Senior Secured Note Guarantor’s Senior Secured Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the Contractevent of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such that Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Senior Secured Note Guarantor for the same, irrevocably and irreversibly, declares agreement to the terms and conditions purposes of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")this Section 10.01. c(i) Further Assurances in Annexed Instruments properly definedEach Senior Secured Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses), described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established limitations set forth in Section 10.08, incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionSection 10.01.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this ContractSubject to Section 6 hereof, duly signed by the authorized signatory of the DEBTOR each Guarantor hereby absolutely, unconditionally and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA irrevocably guarantees ("Promissory Notes) to be included and indicated in Table IIIeach, in the capacity of GUARANTOR(Sa “Guarantee”), CO-OBLIGOR(S) jointly on a joint and severally with several basis, to each Holder of 2020 Notes (including each Holder of 2020 Notes issued under the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from Indenture after the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract Amendment No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA 2) and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this ContractTrustee and its successors and assigns on a senior basis, is not lodged within irrespective of the period prescribed in this Clause 17 validity and enforceability of the Indenture, the 2020 Notes or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain Company hereunder or thereunder (i) the full and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment punctual payment of Credit Rights in favor all monetary obligations of the LENDER, by contractual or legal provisions Company under the Indenture (including obligations to the Trustee) and (ii) the full and punctual performance within applicable to its proper formalization and registration, ensuring Assignment grace periods of Shares all other obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company under the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the transactionabsence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the 2020 Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of such Guarantor (except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Subject to this Section 2 and Section 5 and 6 hereof, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the 2020 Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 2020 Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to all obligations under the 2020 Notes and the Indenture (including, without limitation, interest, fees, costs and expenses) that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company of its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2020 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2020 Notes and the Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2020 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2020 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2020 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2020 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the Second Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the Second Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2020 Notes under the Guarantee. (g) Any term or provision of this Amendment No. 2 to the contrary notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 2, result in the obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or conveyance or voidable preference, financial assistance or improper corporate benefit, or violating the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this ContractAlcoa hereby, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract other Guarantors, unconditionally and Request for Disbursement irrevocably guarantees to each Holder of a Note authenticated and delivered by the DEBTOR, Trustee and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms Trustee and conditions its successors and assigns, irrespective of the Contract, ratifying it in its entirety validity and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty enforceability of the transaction’s coming due early. Paragraph Two -- The formalization and registration of Indenture, the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual Notes or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor punctual payment of the LENDERprincipal of, premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by contractual acceleration or legal provisions applicable otherwise, (y) the due and punctual payment of interest on the overdue principal and (to its proper formalization the extent permitted by law) interest, if any, on the Notes and registration, ensuring Assignment (z) the due and punctual payment and performance of Shares all other obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination Issuer and all other obligations of the transactionother Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 of the Indenture), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuers to the Holders under the Indenture or under the Notes, for whatever reason, Alcoa shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Default under the Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of Alcoa thereunder in the same manner and to the same extent as the obligations of the Issuers.

Guarantees. To guarantee full discharge (a) In consideration of the transactions contemplated by this Agreement, Tinicum hereby unconditionally guaranties to Sellers (the “Tinicum Guaranty”) that Tinicum will duly and punctually pay and/or perform, as the case may be, all obligations, principal liabilities and accessoryundertakings of Buyer under this Agreement, that the DEBTOR assumes in including, without limitation, all obligations, liabilities and undertakings of Buyer under Sections 2.05 and 2.08 of this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditAgreement (collectively, the DEBTOR delivers and/or will deliver to “Buyer Obligations”). Notwithstanding the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all forgoing Tinicum’s obligations under this Contract and Request for Disbursement by Section 12.15 shall terminate upon the DEBTOR, and who may at payment of any time be called amounts due to Sellers under Section 2.08 or upon the determination of Final Net Worth pursuant to honor the obligations here assumedSection 2.07, in the event that Final Net Worth does not exceed the DEBTOR for any reason, fails to make timely payments lesser of what is owed, waiving any benefit of order and divisionEstimated Final Net Worth or Target Net Worth. (b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions In consideration of the Contracttransactions contemplated by this Agreement, ratifying it in its entirety USI hereby unconditionally guaranties to Buyer (the “USI Guaranty”) that USI will duly and taking joint responsibility for punctually pay and/or perform, as the case may be, all obligations assumed by obligations, liabilities and undertakings of Sellers under this Agreement, including, without limitation, all obligations, liabilities and undertakings of Sellers under Article 10 of this Agreement ((collectively, the DEBTOR in the Contract ("Amendment to the Contract"“Seller Obligations”). (c) Further Assurances The Tinicum Guaranty and the USI Guaranty are each an absolute, unconditional and continuing guarantee by Tinicum and USI, respectively, of the Buyer Obligations and the Seller Obligations, respectively, each in Annexed Instruments properly defined, describedaccordance with their terms, and characterized not of their collectibility only. Enforcement of the liabilities and obligations of Tinicum and USI hereunder is in Table VI. Paragraph One -- The Promissory Notes and Amendment no way conditioned upon any requirement that any party first attempt to collect or take any action against Buyer (in the case of Tinicum) or Sellers (in the case of USI) or any other person primarily or secondarily liable with respect to the ContractBuyer Obligations or the Seller Obligations or resort to any security or other means of obtaining payment of any of the Buyer Obligations which Buyer, or the Seller Obligations which Sellers, may now have or may acquire after the date hereof or upon any other contingency whatsoever; provided, however, that nothing herein shall adversely affect USI’s or Tinicum’s rights to assert any defense available to Buyer (in the case of Tinicum) or Sellers (in the case of USI) under this Agreement or at law. Upon any default in the full and punctual payment and/or performance by Buyer with respect to the Buyer Obligations or Sellers with respect to the Seller Obligations, in each case in accordance with their terms, the liabilities and obligations of Tinicum (as guarantor of the Buyer Obligations) and USI (as guarantor of the Seller Obligations) hereunder shall, at the option of the aggrieved party, become forthwith due and payable, without demand or notice of any nature, all of which are hereby expressly waived by each of USI and Tinicum. Payments hereunder may be required on any number of occasions from Tinicum or USI until such time as the Buyer Obligations or Seller Obligations, respectively, are paid or satisfied, as described the case may be, in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising full in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionaccordance with their terms.

Guarantees. To guarantee full discharge 10.2.1 The Seller shall use reasonable efforts to procure that, prior to or at Completion, each Group Company is released from all Guarantees given by or on behalf of any Group Company to the extent that they relate to any Liability or obligation of the Seller's Group or the UK Retail Group (such efforts to include incurring any fees, costs or expenses reasonably required and, with respect to the UK Retail Group, providing any letter of credit or other credit support as replacement for any such Guarantee) and, pending such release, the Seller shall fully indemnify the Purchaser Indemnitees against all obligationssuch Liabilities under those Guarantees. 10.2.2 The Target shall use reasonable efforts to procure that, principal with effect from Completion, the Seller and accessoryeach of the members of the Seller's Group are released from all Guarantees given by them for the benefit of the Group (the "Seller Guarantees"), including with respect to obligations under the Retail Leases and any other Contracts to which any Group Company is a party or obligated under, whether these were given directly to any counterparty under any Contract to which any Group Company is a party or to any financial institution which may have provided a form of security to any counterparty to any Contract to which any Group Company is a party; provided, however, that neither the DEBTOR assumes Purchaser nor any Group Company shall be required to pay (other than costs that the Seller agrees to reimburse at the time Purchaser or Target makes such payment) any fees, costs or expenses, or post any collateral (including any cash or other assets) or agree to any modification or amendment to the underlying Contract (other than immaterial modifications or amendments that in any case do not involve any economic terms or an extension of the duration of such Contract) in exchange for any such release (including any amendments requiring any replacement Guarantee or alteration to any term in such Contract). Unless and until such time as the Target secures such a release, the Target shall cause the Group Companies to indemnify each member of the Seller's Group against all Liabilities arising under such Guarantees which relate to a Group Company failing to perform its obligations or otherwise having Liability under any relevant underlying contract and to the extent they relate to the Divestment Business. 10.2.3 Notwithstanding any other provision of this Agreement to the contrary, the Seller shall take all steps required to keep each Seller Guarantee in place, and no member of the Seller's Group shall release (or agree to release) any such Seller Guarantee, until such time as the relevant Liability or obligation guaranteed by such Seller Guarantee has been performed, satisfied or expired in full in accordance with its terms, it being understood that in each case, the Purchaser shall cause the Group Companies not to renew, amend or extend any Contract to which a Seller Guarantee relates to the extent that it increases exposure under the relevant Seller Guarantee or extends the duration of the benefit of the Seller Guarantee for that Contract, and the Seller shall be permitted to arrange for any Seller Guarantee issued under the Deutsche Bank Guarantee Facility to lapse upon the earlier of: (i) the date that falls 3 (three) years after the Completion Date; and (ii) the expiry of the relevant underlying Contract. 10.2.4 Other than as well as set out in Clause 10.2.3, the penalties, judicial or extrajudicial costs and expenses, taxesSeller shall, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory shall cause each other member of the DEBTOR Seller's Group, to continue to fully and endorsed promptly comply with the terms and obligations under any Third Party Guarantee (or any Contract entered into connection with or otherwise related to such Third Party Guarantee) in respect of which any member of the Seller's Group has any obligation, including by ▇▇▇ das Contas Produtora de Petróleo LTDA providing any cash collateral or other credit support required under such Third Party Guarantee ("Promissory Notes) to be included and indicated in Table IIIor such Contract), in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally accordance with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of such Third Party Guarantee (or such Contract) until such time as the Contract, ratifying it relevant Liability or obligation guaranteed by such Third Party Guarantee has been performed or satisfied in full in accordance with its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")terms. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this ContractSubject to Section 6 hereof, duly signed by the authorized signatory of the DEBTOR each Guarantor hereby absolutely, unconditionally and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA irrevocably guarantees ("Promissory Notes) to be included and indicated in Table IIIeach, in the capacity of GUARANTOR(Sa “Guarantee”), CO-OBLIGOR(S) jointly on a joint and severally with several basis, to each Holder of 2023 Notes (including each Holder of 2023 Notes issued under the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from Indenture after the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract Amendment No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA 2) and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this ContractTrustee and its successors and assigns on a senior basis, is not lodged within irrespective of the period prescribed in this Clause 17 validity and enforceability of the Indenture, the 2023 Notes or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain Company hereunder or thereunder (i) the full and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment punctual payment of Credit Rights in favor all monetary obligations of the LENDER, by contractual or legal provisions Company under the Indenture (including obligations to the Trustee) and (ii) the full and punctual performance within applicable to its proper formalization and registration, ensuring Assignment grace periods of Shares all other obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company under the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the transactionabsence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the 2023 Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of such Guarantor (except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Subject to this Section 2 and Section 5 and 6 hereof, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the 2023 Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 2023 Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to all obligations under the 2023 Notes and the Indenture (including, without limitation, interest, fees, costs and expenses) that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company of its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2023 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2023 Notes and the Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2023 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2023 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2023 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2023 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the Third Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the Third Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2023 Notes under the Guarantee. (g) Any term or provision of this Amendment No. 2 to the contrary notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 2, result in the obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or conveyance or voidable preference, financial assistance or improper corporate benefit, or violating the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory 14.1 In consideration of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in Purchaser entering into this Agreement the capacity of GUARANTOR(S), CO-OBLIGOR(S) Eltrax Guarantors hereby jointly and severally guarantee the due and full performance by the Vendor of its duties obligations and undertakings under this Agreement and hereby undertake to the Purchaser that if the Vendor shall fail in any respect to fulfil or shall be in breach of any of its duties obligations warranties representations covenants or undertakings the Purchaser shall be at liberty to act and each of the Eltrax Guarantors shall be liable as if they were the party principally bound thereby 14.2 In consideration as aforesaid the Eltrax Guarantors hereby covenant with the DEBTOR for Purchaser that they will indemnify and at all obligations under times hereafter keep the Purchaser fully indemnified against all losses damages costs and expenses which may be incurred or suffered by it by reason of any default on the part of the Vendor in making the payments and in performing and observing the agreements and conditions on its part herein contained 14.3 The Eltrax Guarantors hereby agree that any duty obligation covenant warranty agreement or undertaking expressed in this Contract Agreement or in the Schedules to be a duty obligation covenant Warranty agreement or undertaking of the Vendor shall be and Request for Disbursement be construed as a duty obligation covenant Warranty agreement and undertaking of the Eltrax Guarantors and the Vendor jointly and severally 14.4 The guarantees, covenants and agreements contained in this clause 14 shall be a continuing security and shall not be affected by any time or indulgence granted by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement Purchaser to the terms and conditions Vendor 14.5 Each reference herein to the Eltrax Guarantors shall be deemed to include their respective successors all of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed whom shall be bound by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.provision hereof

Guarantees. To guarantee full discharge Each of the Subsidiary Guarantors hereby unconditionally guarantees jointly and severally, on a senior basis the due and punctual payment of the principal and premium of and Interest and Liquidated Damages, if any, on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of Interest on the overdue principal and premium of and Interest and Liquidated Damages, if any, on the Securities, and the due and punctual performance of all obligationsother obligations of the Company to the Securityholders or the Trustee, all in accordance with the terms set forth in Article X of the Indenture. The Guarantees, including the payment of principal and accessorypremium of and Interest and Liquidated Damages, that if any, on the DEBTOR assumes Securities, will be senior obligations of such Subsidiary Guarantors and rank pari passu in this Contract, as well as right of payment with all existing and future senior obligations of the penalties, judicial or extrajudicial costs Subsidiary Guarantors and expenses, taxes, rank senior to all existing and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or future subordinated obligations of such Subsidiary Guarantors. The Guarantees will deliver be secured to the LENDER: a) Promissory Notes in extent set forth under Article XI of the form Indenture. This Guarantee shall not be valid or obligatory for any purpose until the certificate of Annex B of authentication on the Securities upon which this Contract, duly signed Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatory officers. The terms of the DEBTOR Guarantees evidenced hereby are qualified in their entirety and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement remain subject to the terms and conditions of Article X of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the ContractIndenture, as described in items "a" and "b" abovesuch Article may be amended, will be submitted to the LENDER within 15 (fifteen) days modified or changed from the date this Contract is signedhereof, including but not limited to the addition of additional Subsidiary Guarantors and the release of existing Subsidiary Guarantors from their obligations under penalty the Indenture. This Guarantee shall be governed by and construed in accordance with the laws of the transaction’s coming due earlyState of New York without regard to principles of conflicts of law. Paragraph Two -- [The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionsignature page follows.]

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) Each Guarantor hereby jointly and severally with irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to each Holder and to the DEBTOR for Indenture Trustee and its successors and assigns (i) the full and punctual payment when due, whether at the Final Maturity Date, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Contract Indenture (including obligations to the Indenture Trustee and Request the Notes, whether for Disbursement by payment of principal of, or premium, if any, or interest on, the DEBTORNotes and all other monetary obligations of the Issuer under this Indenture and the Notes, and who (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may at be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 9 notwithstanding any time extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be called upon secured by security interests (subject to honor Permitted Liens) in the Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.08, 4.09 and 4.18. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Indenture Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, any Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Security Document or any other agreement; (iv) the release of any security held by any Holder or the Indenture Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or the Indenture Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 9.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Indenture Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 7.01 and 9.02, the obligations here assumedof each Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Holder or the Indenture Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes, any Security Document or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 7.01 and 9.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as expressly set forth in Sections 7.01 and 9.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Indenture Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Indenture Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Indenture Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders or the Indenture Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable to its proper formalization law) and registration, ensuring Assignment of Shares (iii) all other monetary obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Issuer then due to the referred-to nonformalization Holders or depreciation, and/or loss of collateral, under penalty of early termination the Indenture Trustee in respect of the transactionGuaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Indenture Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 5 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 5, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 9.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Indenture Trustee or any Holder in enforcing any rights under this Section 9.01. (j) Upon request of the Indenture Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To As guarantee full discharge of all obligationspayment of balances due, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or Buyer ---------- will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares execute a pledge agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDERStockholders, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares affecting 51% of the company Rio das Contas Produtora Shares, and any Shares which may replace them, along the following guidelines (i) the pledge will be registered at the Inspeccion General de Petróleo LTDA within 15 days from Personas Juridicas and other pertinent registers, together with the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination registration of the transaction.transfer of such Shares in favor of the Buyer; (ii) the guarantee will survive until the total cancellation of the balance due, interests and/or eventual punitive interests if applicable, (iii) all the provisions of the pledge agreement will be according to the requirements established in the Argentine Broadcasting Law and/or to those which the COMFER may suggest; (iv) the Company will duly acknowledge and register the pledge in the pertinent corporate books; (v) every capital increase decided by the Company will imply the obligation of the Buyer or assignees to pledge in favor of the Stockholders 51% of the shares subscribed for by Buyer or assignees as a result of the corresponding capital increase; (vi) the parties agree that the procedure foreseen in article 3223 of the Argentine Civil Code and/or in the Commercial Code of the Argentine Republic can be indistinctly used at the option of the Stockholders; (vii) in case of judicial enforcement, the Stock holders will appoint all the appraisers and auctioneers which may be necessary, except in case they take the option of the auctioning procedure under article 585 of the Commercial Code in which case the parties will agree beforehand to the appointment of a mutually agreeable appraiser among Price ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Deloitte ▇▇▇▇▇▇▇ & Sells and Citibank (Buenos Aires branch) and, should an agreement not be possible in this regard, the option among these firms/institutions will be made by the Stock-

Guarantees. To guarantee full discharge of all obligations, principal 12.1 The Guarantors hereby irrevocably and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver unconditionally guarantees to the LENDER: a) Promissory Notes in Purchaser jointly and severally the form of Annex B of this Contract, duly signed by the authorized signatory due and punctual performance of the DEBTOR Vendors of their obligations under this Agreement and endorsed undertakes to indemnify and keep effectively indemnified the Purchaser (if necessary by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity payment of GUARANTOR(S), CO-OBLIGOR(Scash on first demand) jointly and severally against all liabilities, losses, damages, costs and expenses stipulated under this Agreement or otherwise which the Purchaser may suffer or incur in connection with any default or delay on the part of the Vendors in the performance or any such obligations. 12.2 The obligations and liabilities of the Guarantors shall be continuing obligations and shall not be satisfied, discharged or affected by an intermediate payment or any change in the constitution or control of, or the insolvency of or any bankruptcy, winding up or analogous proceedings relating to any of the parties to this Agreement. 12.3 The liability of the Guarantors hereunder shall be unaffected by any arrangement which the Purchaser may make with the DEBTOR Vendors or with any other person which (but for all obligations under this Contract and Request for Disbursement by provision) might operate to diminish or discharge the DEBTORliability of or otherwise provide a defence to a surety. Without prejudice to the generality of the foregoing, and who may the Purchaser is to be at liberty at any time be called upon and without reference to honor the obligations here assumedGuarantors to give time for payment or grant any other indulgence and to give up, in deal with, vary, exchange or abstain from perfecting or enforcing any other securities or guarantees held by the event that Guarantors at any time and to discharge any party thereto and to realize such securities or guarantees, as the DEBTOR for Purchaser thinks fit and to compound with, accept compositions from and make any reason, fails to make timely payments other arrangements with the Vendors without affecting the liability of what is owed, waiving any benefit of order and divisionthe Guarantors hereunder. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably 12.4 As a separate and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contractindependent stipulation, it is hereby certain agreed by the Guarantors that any obligation and agreed that undertaking by the DEBTOR and/or guaranteeing third parties will constitute Guarantors under this Clause 12 which may not be enforceable against the Assignment Guarantors on the footing of Credit Rights in favor a guarantee, whether by reason of any legal limitation (other than any limitation imposed by this Agreement), disability or incapacity on or of the LENDER, by contractual Vendors or legal provisions applicable any other fact or circumstance whether or not known to its proper formalization the Purchaser shall nevertheless be enforceable against the Guarantors as the sole and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionprincipal obligor in respect thereof.

Guarantees. To guarantee (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and their respective successors and assigns (i) the full discharge and punctual payment when due, subject to applicable grace periods, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsobligations of the Company (including obligations to the Trustee and the Collateral Agent) under this Indenture, the Notes and the Notes Security Documents, whether for payment of principal of, premium, if any, or interest on the Notes and accessoryall other monetary obligations of the Company under this Indenture, the Notes and the Notes Security Documents, and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture, the Notes and the Notes Security Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guaranteed Obligations of a Guarantor will be secured by security interests in the Collateral owned by such Guarantor to the extent provided for in the Notes Security Documents and as required pursuant to Sections 4.13 and 4.18. (b) Each Guarantor, to the extent permitted by law, waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes, any Notes Security Document or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Notes Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Notes Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 12.02(b). (c) Subject to Section 12.02(a), each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company or any other Guarantor first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the DEBTOR assumes in this ContractCompany be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, as well as the penalties, judicial or extrajudicial costs performance and expenses, taxes, compliance when due (and similar charges not a guarantee of collection) and waives any right to require that the LENDER incurs and/or may incur for covering its creditany resort be had by any Holder, the DEBTOR delivers and/or will deliver Trustee or the Collateral Agent to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory any security held for payment of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA Guaranteed Obligations. ("Promissory Notese) to be included and indicated Except as expressly set forth in Table IIIArticle 12, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumedof each Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit counterclaim, recoupment or termination whatsoever or by reason of order and divisionthe invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. b(f) Addendum Except as expressly set forth in Article 12, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as expressly set forth in Article 12, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Contract through which Rio das Contas Produtora de Petróleo LTDA will Indenture, forthwith pay, or cause to be constituted as joint debtor paid, in the Contractcash, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of Holders, the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment Trustee or Collateral Agent an amount equal to the Contract"). csum of (i) Further Assurances in Annexed Instruments properly definedthe unpaid principal amount of such Guaranteed Obligations, described, (ii) accrued and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment unpaid interest on such Guaranteed Obligations (but only to the Contract, as described in items "a" extent not prohibited by applicable law) and "b" above, will be submitted to the LENDER within 15 (fifteeniii) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the all other monetary obligations of the DEBTOR Company then due to the Holders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 12.01. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guarantee. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 12.01. (j) The Guarantee set forth in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor Article 12 shall not be valid or become obligatory for any purpose with respect to a Note until such Note has been duly authenticated pursuant to this Indenture. (k) Upon request of the LENDERTrustee, by contractual each Guarantor shall execute and deliver such further instruments and do such further acts as may be necessary or legal provisions applicable proper to its proper formalization and registration, ensuring Assignment carry out more effectively the purpose of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionthis Indenture.

Guarantees. To guarantee full discharge At or prior to the Closing, the Purchaser shall (a) arrange for substitute guarantees, letters of all obligationscredit, principal and accessoryother obligations or commitments to replace (i) any guarantees, letters of credit, surety bonds, performance bonds, capital maintenance agreements or commitments, and other similar contractual obligations or commitments entered into with a Third Party by or on behalf of the Seller or any of its Affiliates (other than solely by any of the Transferred Entities) in connection with the Target Business (together, the “Seller Guarantees”) and outstanding as of the date hereof and (ii) any Seller Guarantees entered into in the Ordinary Course of Business, on or after the date hereof and prior to the Closing to the extent that the DEBTOR assumes in this Contract, as well as Seller has notified the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that Purchaser of the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver details of such Seller Guarantees at least thirty (30) days prior to the LENDER: aClosing, or (b) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for assume all obligations under this Contract and Request each Seller Guarantee, obtaining from the creditor or other counterparty a full release (in a form satisfactory to the Seller, acting reasonably) of all parties liable, directly or indirectly, for Disbursement reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the Seller Guarantees. The Purchaser further agrees that to the extent (c) the beneficiary or counterparty under any Seller Guarantee does not accept any such substitute guarantee, letter of credit, or other obligation or commitment proffered by the DEBTORPurchaser, or (d) the Purchaser is unable to obtain from the beneficiary or counterparty to any Seller Guarantee a full release (in a form satisfactory to the Seller, acting reasonably) as contemplated by Section 8.11(2)(b), the Purchaser shall indemnify, defend and hold harmless the Seller and its Affiliates against, and who may at reimburse the Seller and its Affiliates for, any time and all amounts paid, including costs or expenses in connection with such Seller Guarantees, including the expenses of the Seller and its Affiliates in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly (and in any event within three (3) Business Days) reimburse the Seller and its Affiliates to the extent any Seller Guarantee is called upon and the Seller or its Affiliates make any payment or are obligated to honor reimburse the obligations here assumed, in party issuing the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and divisionSeller Guarantee. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder and to the Trustee and its successors and assigns (i) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsobligations of the Company (including obligations to the Trustee and the Notes Collateral Agent) under this Indenture, the Notes, the Security Documents and the Intercreditor Agreement, whether for payment of principal of, premium, if any, or interest on the Notes and accessoryall other monetary obligations of the Company under this Indenture, the Notes, the Security Documents and the Intercreditor Agreement and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture, the Notes, the Security Documents and the Intercreditor Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests in the Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.12 and 4.15. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Notes Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes, any Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Notes Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, Trustee or the Notes Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Subject to Section 10.02(a), each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company or any other Guarantor first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the LENDER incurs and/or may incur for covering Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its creditGuarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the DEBTOR delivers and/or will deliver Trustee or the Notes Collateral Agent to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory any security held for payment of the DEBTOR Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01, 10.02 and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III10.06, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumedof each Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Holder, the Trustee or the Notes Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Notes, any Security Document or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or Notes Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or Notes Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable to its proper formalization law) and registration, ensuring Assignment of Shares (iii) all other monetary obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company then due to the referred-to nonformalization or depreciationHolders, and/or loss of collateral, under penalty of early termination the Trustee and the Notes Collateral Agent in respect of the transactionGuaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Notes Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, the Notes Collateral Agent or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To guarantee full discharge The New Second Lien Loans will be jointly and severally and fully and unconditionally guaranteed on a second-priority senior secured basis by substantially all of all obligationsthe current and future domestic subsidiaries of ▇▇▇▇▇▇, principal and accessorysubject to exceptions to be agreed (the “Guarantors” and, that together with the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditBorrower, the DEBTOR delivers and/or “Loan Parties”). Ranking The New Second Lien Loans will deliver be second-priority senior secured obligations. The indebtedness evidenced by the New Second Lien Loans and the guarantees of the New Second Lien Loans will: • rank junior in lien priority with ▇▇▇▇▇▇’▇ and the Guarantors’ existing and future first-lien secured debt, including the Exit Facility and any other pari passu lien obligations subsequently incurred to the LENDER: a) Promissory Notes extent of the value of the collateral; • be effectively senior to all of ▇▇▇▇▇▇’▇ and the Guarantors’ future unsecured indebtedness, to the extent of the value of the collateral; and 1 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the form Restructuring Support Agreement. • be structurally junior to all liabilities of Annex B any of ▇▇▇▇▇▇’▇ subsidiaries that are not Guarantors. Intercreditor Agreement The New Second Lien Term Facility will be subject to an intercreditor agreement (the “Intercreditor Agreement”), which shall be acceptable to the Required Consenting Stakeholders in their sole discretion. Loan Documents The loan documents governing the New Second Lien Term Facility shall contain terms substantially similar to the terms under the Indentures, with modifications to reflect this Contractterm sheet, duly signed by adjustments customary to reflect a term loan facility and other adjustments satisfactory to the authorized signatory Required Consenting Stakeholders in their sole discretion (the “Second Lien Loan Documents”). Voluntary Prepayments Voluntary prepayments of New Second Lien Loans will be permitted, in whole or in part, at any time, in minimum principal amounts to be set forth in the Second Lien Loan Documents, subject to the payment of the DEBTOR prepayment premium as set forth below (expressed as a percentage of the principal amount), plus accrued and endorsed by unpaid interest to the prepayment date: First 6 Months 100.00% Months 7 through 24 106.50% Months 25 through 36 103.25% Months 37 and thereafter 100.00% Mandatory Prepayments/ Offers Upon the occurrence of a change of control, the lenders under the New Second Lien Term Facility will have the right to require ▇▇▇▇▇▇ das Contas Produtora de Petróleo LTDA to repurchase some or all of the New Second Lien Loans at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. Change of control will be defined as ("Promissory Notesi) to be included and indicated in Table IIIsale of all or substantially all assets, in (ii) the capacity adoption of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement a plan by the DEBTORstockholders of ▇▇▇▇▇▇ relating to the liquidation or dissolution of ▇▇▇▇▇▇ or (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”, other than a Permitted Lender, becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock of ▇▇▇▇▇▇; “Permitted Lenders” will include Brigade Capital Management, LLC, Highbridge Capital Management, LLC, Whitebox Advisors LLC and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order Värde Partners and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement their respective affiliates. Subject to the terms and conditions of the ContractIntercreditor Agreement, ratifying it if ▇▇▇▇▇▇ sells certain assets without applying proceeds in its entirety a specified manner and taking joint responsibility for all obligations assumed by such proceeds exceed $ 25 million, lenders under the DEBTOR in New Second Lien Term Facility will have the Contract ("Amendment right to require ▇▇▇▇▇▇ to apply such proceeds towards the repayment of the New Second Lien Loans at 100% of their face amount, plus accrued and unpaid interest. Subject to the Contract"). c) Further Assurances in Annexed Instruments properly definedterms of the Intercreditor Agreement, described100% of net cash proceeds of issuances, offerings or placements of debt obligations of ▇▇▇▇▇▇ and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment its restricted subsidiaries will be applied to the Contractprepayment of the New Second Lien Loans promptly upon receipt, as described in items "a" and "b" above, other than debt permitted under the Second Lien Loan Documents. Conditions Precedent The closing of the New Second Lien Term Facility will be submitted subject to appropriate and customary conditions for facilities and transactions of this type. Representations and Warranties Customary and appropriate representations and warranties for a financing of this type reflecting the industry and business of the Loan Parties. Covenants Negative and affirmative covenants substantially similar to the LENDER within 15 (fifteen) days from covenants under the date this Contract is signedIndentures, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to modifications and customary exceptions and qualifications, in each case, in form and substance acceptable to the conditions established Required Consenting Stakeholders in this Contracttheir sole discretion, is not lodged within including the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.following:

Guarantees. To guarantee (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder and to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf), and the Trustee’s successor and assigns (or the successor and assign of any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) (i) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsobligations of the Issuer under this Indenture (including obligations to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and accessoryall other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, any Transaction Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Transaction Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Transaction Document or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the LENDER incurs and/or may incur Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for covering its creditpayment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the DEBTOR delivers and/or will deliver obligations of each Guarantor hereunder shall not be subject to the LENDER: a) Promissory Notes in the form of Annex B of this Contractany reduction, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIlimitation, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes, any Transaction Document or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable to its proper formalization law) and registration, ensuring Assignment of Shares (iii) all other monetary obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Issuer to the referred-Holders and the Trustee. (h) Each Guarantor agrees that it shall not be entitled to nonformalization or depreciationany right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, and/or loss of collateralas between it, under penalty of early termination on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the transactionGuaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To guarantee (a) Each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, to Lender and the Collateral Agent and their respective successors and assigns the full discharge and punctual payment of all obligationsObligations under this Agreement, the Loan Documents and the Notes, including, without limitation, principal of, premium, if any, and accessoryinterest on the Company Notes when due, whether at Stated Maturity, by acceleration or otherwise, and all other obligations of the Company under this Agreement and the Company Notes and the Company and each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, to the Lender and the Collateral Agent and their respective successors and assigns the full and punctual payment of all Obligations under this Agreement, the Loan Documents and the Notes, including, without limitation, principal of, premium, if any, and interest on the MSXI Limited Notes when due, whether at Stated Maturity, by acceleration or otherwise, and all other obligations of MXSI Limited under this Agreement and the MSXI Limited Notes (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this ContractArticle 8 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, as well as demand of, payment from and protest to the penalties, judicial Company and MSXI Limited of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditGuaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Lender or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Agreement, the DEBTOR delivers and/or will deliver Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes or any other agreement; (d) the release of any security held by the Lender for the Guaranteed Obligations or any of them; (e) the failure of the Lender or the Collateral Agent to exercise any right or remedy against any other guarantor of the LENDER: aGuaranteed Obligations; or (f) Promissory Notes any change in the form ownership of Annex B such Guarantor. (c) Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of this Contractpayment, duly signed performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by the authorized signatory Lender to any security held for payment of the DEBTOR Guaranteed Obligations. (d) Except as expressly set forth in Section 8.2 and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III8.6, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumedof each Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor failure of the LENDERLender or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Agreement, the Notes or any other agreement, by contractual any waiver or legal provisions applicable to its proper formalization and registrationmodification of any thereof, ensuring Assignment of Shares by any default, failure or delay, willful or otherwise, in the performance of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the referred-risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Subsidiary Guarantee herein shall continue to nonformalization be effective or depreciationbe reinstated, and/or loss as the case may be, if at any time payment, or any part thereof, of collateralprincipal of, under penalty of early termination premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Lender or the Collateral Agent upon the bankruptcy or reorganization of the transactionCompany or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Lender or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, premium, if any, or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Lender, forthwith pay, or cause to be paid, in cash, to the Lender an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Company to the Lender. (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Lender, on the other hand, (x) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 7 for the purposes of such Guarantor's Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 7, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 8.1. (h) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Lender in enforcing any rights under this Section 8.1.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in On and after the form of Annex B of this Contract, duly signed by Issue Date (following the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(SIssuers’ Assumption), CO-OBLIGOR(S) each Guarantor hereby jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the sameseverally, irrevocably and irreversiblyunconditionally guarantees, declares agreement as a primary obligor and not merely as a surety on a senior basis, to each Holder and to the terms Trustee and conditions its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Issuers under this ContractIndenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, it is hereby certain expenses, indemnification or otherwise under this Indenture and agreed the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR and/or guaranteeing third parties Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will constitute be secured by security interests in the Assignment Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.12 and 4.15. (b) Each Guarantor waives presentation to, demand of Credit Rights in favor payment from and protest to the Issuers of any of the LENDER, by contractual Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.Guaranteed

Guarantees. To guarantee full discharge (a) The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of all obligationsthe Lenders and their respective successors, principal indorsees, transferees and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditassigns, the DEBTOR delivers and/or will deliver prompt and complete payment and performance by TWC as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) This Guarantee shall remain in full force and effect until the Obligations are paid in full. (c) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the LENDER:Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. a(d) Promissory Notes Anything herein or in any other Credit Document to the form contrary notwithstanding, the maximum liability of Annex B of this Contract, duly signed the Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by the authorized signatory Guarantor under applicable federal and state laws relating to the insolvency of debtors. (e) No payment or payments made by the Borrower, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or payment of the DEBTOR and endorsed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder who shall, notwithstanding any such payment or payments (other than payments made by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated the Guarantor in Table III, respect of the Obligations or payments received or collected from the Guarantor in respect of the capacity of GUARANTOR(SObligations), CO-OBLIGOR(S) jointly and severally with remain liable for the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTORObligations, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement up to the terms and conditions maximum liability of the Contract, ratifying it Guarantor hereunder until the Obligations are paid in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")full. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge of all obligationsThe Subsidiary Guarantors hereby unconditionally guarantee, principal on a senior unsecured basis and accessoryas primary obligor and not merely as surety, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with each other Subsidiary Guarantor, to each Holder and the DEBTOR for Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Company under this Contract Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively called the "Obligations"). The Obligations of Subsidiary Guarantors under the Subsidiary Guarantees shall rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is expressly subordinate to the obligations arising under the Subsidiary Guarantee. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and Request that it shall remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for Disbursement nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; or (f) any change in the ownership of the Company. Each Subsidiary Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTORfailure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor agrees that its Guarantee herein shall remain in full force and who effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 10.2 or otherwise in accordance with the terms of this Indenture. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be called restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to honor pay any of the obligations here assumedObligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event that the DEBTOR for of any reason, fails to make timely payments such declaration of what is owed, waiving any benefit acceleration of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractsuch Obligations, such that the same, irrevocably Obligations (whether or not due and irreversibly, declares agreement to the terms payable) shall forthwith become due and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed payable by the DEBTOR in Subsidiary Guarantor for the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing purposes of this ContractGuarantee. If Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the guarantee for Assignment of Credit Rights arising Trustee or the Holders in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in enforcing any rights under this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionSection.

Guarantees. To guarantee full discharge 12.1 In consideration of the Purchaser entering into this Agreement with the Vendor at the request of the Guarantor, the Guarantor hereby irrevocably and unconditionally, as primary obligor, undertakes and guarantees to the Purchaser (as separate undertakings and guarantees) the full, prompt and complete performance by the Vendor of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract Agreement (which for the purposes of this clause 11 shall be defined to include the Tax Indemnity) and Request for Disbursement the due and punctual payment of all sums now or subsequently payable by the DEBTOR, Vendor to the Purchaser under this Agreement when the same shall become due and who may at any time be called upon to honor undertakes with the obligations here assumed, Purchaser that if the Vendor shall default in the event that payment of any sum under this Agreement the DEBTOR for any reason, fails Guarantor shall forthwith on demand by the Purchaser pay such sum to make timely payments of what is owed, waiving any benefit of order and divisionthe Purchaser. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor 12.2 The guarantees contained in the Contract, such that the same, irrevocably clause 12.1 are continuing guarantees and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it shall remain in its entirety and taking joint responsibility for force until all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR Vendor under this Agreement have been fully performed and all sums payable by the Vendor under this Agreement have been fully paid. 12.3 The obligations of the Guarantor shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate the Guarantor from its obligations or affect such obligations, including without limitation and whether or not known to the Guarantor:- 12.3.1 any time, indulgence, waiver or consent at any time given to the Vendor or any other person; 12.3.2 any compromise or release of or abstention from perfecting or enforcing any right or remedy against the Vendor or any other person; 12.3.3 any legal limitation, disability, incapacity or other circumstance relating to the Vendor or any other person or any amendment to or variation of the terms of this Agreement or any other document referred to in this ContractAgreement; and 12.3.4 any irregularity, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment unenforceability or invalidity of Credit Rights in favor any obligations of the LENDERVendor under this Agreement or the dissolution, by contractual amalgamation, reconstruction or legal provisions applicable to its proper formalization and registration, ensuring Assignment insolvency of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.the

Guarantees. To Assume, guarantee full discharge or endorse, or otherwise become directly or contingently liable in respect of, any obligation of all obligationsany Person, principal except, without duplication: (a) subject to SECTION 5.3.2, the Borrower may assume, guarantee or endorse, or otherwise become directly or contingently liable in respect of, any obligation of any Person, PROVIDED that notwithstanding the foregoing the Borrower shall not be permitted to assume, guarantee or otherwise take any of the foregoing actions with respect to any Indebtedness for Money Borrowed incurred by S-CC, Seminole Kraft (except as permitted by SECTIONS 5.2.8(g) and accessory5.2.10(a)(XIII)), that the DEBTOR assumes in this ContractStoneSub, SVCPI or any Subsidiary of any of such entities except as well as the penalties, judicial set forth on SCHEDULE 5.2.3 hereto; (b) by way of endorsement of negotiable instruments for deposit or extrajudicial costs and expenses, taxes, collection and similar charges that transactions; (c) guarantees identified on SCHEDULE 5.2.3 hereto; (d) guarantees by any Subsidiary of the LENDER incurs and/or may incur Borrower of Indebtedness for covering Money Borrowed constituting Financing Lease Obligations of any of its creditSubsidiaries (other than S-CC, SVCPI, or any of their respective Subsidiaries) permitted by SECTION 5.2.2; (e) guarantees by a Subsidiary of the DEBTOR delivers and/or will deliver to the LENDER: aBorrower (other than S-CC or any of its Subsidiaries) Promissory Notes in the form ordinary course of Annex B business of this Contract, duly signed by such Subsidiary of Indebtedness of any Person not exceeding in principal amount $75 million in the authorized signatory aggregate for the Subsidiaries of the DEBTOR Borrower taken as a whole (excluding S-CC and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notesany of its Subsidiaries) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor outstanding; (f) as contemplated by Section 10.01 of the obligations here assumed, Leveraged Lease; (g) guarantees by a Subsidiary of the Borrower in effect at the event that time of its becoming a Subsidiary of the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order Borrower and division. bnot created in contemplation thereof; (h) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms extent not otherwise permitted by this Section, guarantees by and conditions other contingent liabilities of S-CC and Subsidiaries of S-CC to the extent permitted by the S-CC Debt Documents; and (i) guarantees by the Borrower or any Subsidiary of the Contract, ratifying it Borrower of Indebtedness of any Person not exceeding $10 million in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")aggregate principal amount at any time. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge Subject to the provisions of this Article Thirteen, each Guarantor, hereby, jointly and severally, as a primary obligor and not merely as a surety, unconditionally and irrevocably, Guarantees to each Holder and the Trustee, the Indenture Obligations including, without limitation, the prompt and complete payment and performance by the Issuer and each other Guarantor when due (whether at the stated maturity, by acceleration, by redemption or otherwise) of the principal of, premium, if any, and interest, if any, on the Securities and all obligationsother obligations and liabilities of the Issuer under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, principal or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and accessory, the obligations under Section 6.07) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor agrees that the DEBTOR assumes Guarantor Obligations shall rank equally in this Contractright of payment with other senior secured Indebtedness of such Guarantor, as well as except to the penaltiesextent such other Indebtedness is subordinate to the Guarantor Obligations. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, judicial in whole or extrajudicial costs and expensesin part, taxeswithout notice or further assent from it, and similar charges that the LENDER incurs and/or may incur for covering its creditit will remain bound under this Article Thirteen notwithstanding any extension or renewal of any Guarantor Obligation. Each Guarantor waives presentation to, the DEBTOR delivers and/or will deliver demand of payment from and protest to the LENDER: a) Promissory Notes Issuer of any of the Guarantor Obligations and also waives notice of protest for non-payment. Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. Each Guarantor further agrees (subject (in the form of Annex B of this Contract, duly signed by the authorized signatory case of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory NotesGuarantors identified thereon) to the provisions of Section 13.06) that its Guarantee herein constitutes an absolute, irrevocable and unconditional Guarantee of payment (and is not a Guarantee of collection) and waives any right to require that any resort be included had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth in Section 13.02 (and indicated in Table IIIexcept, in the capacity case of GUARANTOR(Sthe Guarantors identified therein, as set forth in the provisions of Section 13.06), CO-OBLIGOR(S) jointly and severally with the DEBTOR obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for all obligations under this Contract and Request for Disbursement by any reason (other than payment of the DEBTORGuarantor Obligations in full (or pursuant to Sections 8.01 or 10.13(c))), including any claim of waiver, release, surrender, alteration or compromise, and who shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under, this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Subject to the provisions of Sections 8.01, 10.13 and 10.14, each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Sections 8.01 or 10.13 hereof (as applicable). Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Guarantor Obligations is rescinded or must otherwise be called restored by any Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or any other Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Issuer or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to honor pay any of the obligations here assumedGuarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section. Each of the Guarantors hereby agrees that its Guarantee of the Securities shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. If an officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security shall nevertheless be valid, The delivery of any Security by the Trustee, after the authentication thereof hereunder shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor. Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the financial condition and assets of any other Guarantor, and of all other circumstances bearing upon the risk of nonpayment of the Guarantor Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that the DEBTOR for Trustee will not have any reason, fails duty to make timely payments advise such Guarantor of what is owed, waiving information known to it or any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")regarding such circumstances or risks. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee Subject to this Article XI, Article XII and Section 14.18, each of the Guarantors and each Additional Guarantor hereby fully, unconditionally and irrevocably guarantees, commencing upon issuance of the Notes as primary obligor and not merely as surety, to each Holder of the Notes and the Trustee the full discharge and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, interest, and Additional Amounts, if any, on the Notes and all obligations, principal other payment obligations of the Company under this Indenture (all of the foregoing being hereinafter collectively called the “Senior Subordinated Obligations”). Each of the Guarantors and accessory, each Additional Guarantor further agrees (to the extent permitted by law) that the DEBTOR assumes Senior Subordinated Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from it, and similar charges that it will remain bound under this Article XI notwithstanding any extension or renewal of any Senior Subordinated Obligation. Each of the LENDER incurs and/or may incur Guarantors and any Additional Guarantor waives (to the extent permitted by law) presentation to, demand of payment from and protest to the Company of any of the Senior Subordinated Obligations and also waives (to the extent permitted by law) notice of protest for covering its creditnonpayment. Each of the Guarantors and any Additional Guarantor waives (to the extent permitted by law) notice of any default under the Notes or the Senior Subordinated Obligations. The obligations of each of the Guarantors and any Additional Guarantor hereunder shall not (to the extent permitted by law) be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the DEBTOR delivers and/or will deliver Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Senior Subordinated Obligations or any of them; or (e) any change in the ownership of the Company. Each of the Guarantors and any Additional Guarantor further agrees that each Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives (to the LENDER: aextent permitted by law) Promissory Notes any right to require that any resort be had by any Holder to any security held for payment of the Senior Subordinated Obligations. The obligations of each of the Guarantors and any Additional Guarantor hereunder (to the extent permitted by law) shall, subject to this Article XI, Article XII and Section 14.18, not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Senior Subordinated Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the form invalidity, illegality or unenforceability of Annex B the Senior Subordinated Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors and any Additional Guarantor herein (to the extent permitted by law) shall, subject to this ContractArticle XI, duly signed Article XII and Section 14.18, not be discharged or impaired or otherwise affected by the authorized signatory failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the DEBTOR and endorsed Notes or any other agreement, by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIany waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the capacity performance of GUARANTOR(S)the Senior Subordinated Obligations, CO-OBLIGOR(S) jointly or by any other act or thing or omission or delay to do any other act or thing which would otherwise operate as a discharge of any of the Guarantors or any Additional Guarantor as a matter of law or equity. Subject to Section 11.5, each of the Guarantors and severally with any Additional Guarantor further agrees that each Guarantee herein shall continue to be effective or be reinstated, as the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTORcase may be, and who may if at any time payment, or any part thereof, of principal of, premium, if any, or interest, or Additional Amounts, if any, on any of the Senior Subordinated Obligations is rescinded or must otherwise be called restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. Subject to honor the obligations here assumedprovisions of Section 11.3 hereof, in furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any of the Guarantors and any Additional Guarantor by virtue hereof, upon the failure of the Company to pay any of the Senior Subordinated Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each of the Guarantors and any Additional Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee for and on behalf of itself and the Holders an amount equal to the unpaid amount of such Senior Subordinated Obligations then due and owing. Payments made under this guarantee shall be made to the Trustee on behalf of the Holders. The Company further agrees (to the extent permitted by law) that, as between it, on the one hand, and the Holders, on the other hand, but subject always to Section 12.2 hereof, (x) the maturity of the Senior Subordinated Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Guarantees herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Senior Subordinated Obligations guaranteed hereby and (y) in the event that the DEBTOR for of any reason, fails to make timely payments such declaration of what is owed, waiving any benefit acceleration of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractsuch Senior Subordinated Obligations, such that the same, irrevocably Senior Subordinated Obligations (whether or not then due and irreversibly, declares agreement to the terms payable) shall forthwith become due and conditions payable by each of the Contract, ratifying it in its entirety Guarantors and taking joint responsibility any Additional Guarantor for the purposes of this Senior Subordinated Guarantee. The Guarantors and any Additional Guarantor also agree to pay any and all obligations assumed reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the DEBTOR Trustee or the Holders in the Contract ("Amendment to the Contract")enforcing any rights under this Section. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge The Company shall not, nor shall it permit any of all obligationsits Subsidiaries to, principal and accessoryguarantee, that endorse, or otherwise in any way become or be responsible for any obligations of any other Person, whether directly or indirectly by agreement to purchase the DEBTOR assumes in this Contractindebtedness of any other Person or through the purchase of goods, as well as supplies or services, or maintenance of working capital or other balance sheet covenants or conditions, or by way of stock purchase, capital contribution, advance or loan for the penaltiespurpose of paying or discharging any indebtedness or obligation of such other Person or otherwise, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDERexcept: a(i) Promissory Notes in the form of Annex B of this Contract, duly signed guarantees by the authorized signatory Note Parties of the DEBTOR and endorsed Senior Obligations; (ii) guarantees by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity Note Parties of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement the Working Capital Facility; (iii) guarantees by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments Note Party of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of any other Note Party to the DEBTOR in this Contract, it extent such obligations are not otherwise prohibited to be incurred hereunder; (iv) guarantees by any Subsidiary that is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor not a Note Party of the LENDERobligations of any other Subsidiary or any Note Party to the extent such obligations are not otherwise prohibited to be incurred hereunder; (v) any guarantees consituting investments to the extent permitted as an investment by Section 6D; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (vi) any guarantee that would constitute Indebtedness permitted by paragraph 6A (other than clauses (iii), by contractual (xii) and (xiii) thereof); and (vii) endorsements of instruments or legal provisions applicable to its proper formalization and registration, ensuring Assignment items of Shares payment for collection in the ordinary course of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionbusiness.

Guarantees. To guarantee (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsObligations of the Issuer under this Indenture (including obligations to the 94 US\DESMOLI\8895151.9 Trustee) and the Securities, whether for payment of principal of, premium, if any, interest or Additional Interest on or in respect of the Securities and accessoryall other monetary obligations of the Issuer under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in this ContractArticle 10, equal in right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and is made subject to such provisions of this Indenture. (f) Except as well as the penaltiesexpressly set forth in Sections 8.01(b), judicial or extrajudicial costs 10.02 and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit10.06, the DEBTOR delivers and/or will deliver obligations of each Guarantor hereunder shall not be subject to the LENDER: a) Promissory Notes in the form of Annex B of this Contractany reduction, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIlimitation, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, 95 US\DESMOLI\8895151.9 surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any benefit Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of order and divisionany thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. b(g) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will Each Guarantor agrees that its Guarantee shall be constituted as joint debtor a continuing guarantee and shall remain in full force and effect until payment in full of all the ContractGuaranteed Obligations, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in other terms of this ContractIndenture. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, is not lodged within as the period prescribed in this Clause 17 or depreciates and/or gets lostcase may be, so as to become awkward, inappropriateif at any time payment, or insufficient any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to secure pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the DEBTOR Issuer to the Holders and the Trustee. (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in this Contractrelation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, it is hereby certain as between it, on the one hand, and agreed that the DEBTOR and/or guaranteeing third parties will constitute Holders and the Assignment of Credit Rights in favor Trustee, on the other hand, (i) the maturity of the LENDERGuaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, by contractual notwithstanding any stay, injunction or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares other prohibition preventing such acceleration in respect of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Guaranteed Obligations guaranteed hereby, and (ii) in the referred-event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (j) Each Guarantor also agrees to nonformalization pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or depreciation, and/or loss of collateral, any Holder in enforcing any rights under penalty of early termination this Section 10.01. US\DESMOLI\8895151.9 (k) Upon request of the transactionTrustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To guarantee full discharge (a) Each of the Company’s Subsidiary Guarantors, jointly and severally, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees, subject to the First Lien/Second Lien/Third Lien Intercreditor Agreements, the prompt payment when due, whether at Stated Maturity, upon acceleration or otherwise, and at all obligationstimes thereafter, principal all Obligations of the Company under this Third Lien Indenture and accessorythe New Third Lien Secured Notes and all reasonable fees and documented costs and expenses incurred by the Third Lien Trustee and the Collateral Agent in endeavoring to collect all of any part of the Obligations from, or in prosecuting any action against the Company or any Subsidiary Guarantor to the Holders, the Third Lien Trustee and the Collateral Agent (all such Obligations guaranteed by such Subsidiary Guarantors being herein called the “Guaranteed Obligations”). Each Subsidiary Guarantor agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed in this Contract, as well as the penalties, judicial whole or extrajudicial costs and expenses, taxesin part without notice to or further assent from it, and similar charges that it remains bound upon its guarantee notwithstanding any such extension or renewal. (b) Each Subsidiary Guarantor waives (to the LENDER incurs and/or may incur extent lawful) presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives (to the extent lawful) notice of protest for covering nonpayment. Each Subsidiary Guarantor waives (to the extent lawful) notice of any default under the New Third Lien Secured Notes or the Guaranteed Obligations. (c) Each Subsidiary Guarantor further agrees that its creditSubsidiary Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. (d) Except as set forth in Section 4.09. Section 10.02 and Article VIII, the DEBTOR delivers and/or obligations of each Subsidiary Guarantor hereunder will deliver not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and will not (to the LENDER: aextent lawful) Promissory be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein will not (to the extent lawful) be discharged or impaired or otherwise affected by (i) the failure of any Holder or the Third Lien Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Third Lien Indenture, the New Third Lien Secured Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Third Lien Indenture, the New Third Lien Secured Notes, the Third Lien Security Agreements or any other Third Lien Documents; (iv) the release of any security held by any Holder, any Third Lien Trustee or the Collateral Agent for the Guaranteed Obligations or any of them; (v) the failure of any Holder, the Third Lien Trustee or the Collateral Agent to exercise any right or remedy against any other Subsidiary Guarantor; (vi) any change in the form of Annex B of this Contract, duly signed by the authorized signatory ownership of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA Company; ("Promissory Notesvii) to be included and indicated in Table IIIany default, failure or delay, willful or otherwise, in the capacity performance of GUARANTOR(S)the Guaranteed Obligations; or (viii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. (e) Each Subsidiary Guarantor agrees that its Subsidiary Guarantee herein will remain in full force and effect until payment in full of all the Guaranteed Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee in compliance with Section 4.09, CO-OBLIGOR(S) jointly Section 10.02 and severally with Article VIII. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein will continue to be effective or be reinstated, as the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTORcase may be, and who may if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be called restored by any Holder, the Third Lien Trustee or the Collateral Agent upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Third Lien Trustee or the Collateral Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to honor pay any of the obligations here assumedGuaranteed Obligations when and as the same will become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Third Lien Trustee, forthwith pay, or cause to be paid, in cash, to the Third Lien Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). (g) Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed by this Guarantee may be accelerated as provided in this Third Lien Indenture for the purposes of its Subsidiary Guarantee in this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed by this Guarantee and (ii) in the event that the DEBTOR for of any reason, fails to make timely payments such declaration of what is owed, waiving any benefit acceleration of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractsuch Guaranteed Obligations, such that the same, irrevocably Guaranteed Obligations (whether or not due and irreversibly, declares agreement to the terms payable) will forthwith become due and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed payable by the DEBTOR in Subsidiary Guarantor for the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing purposes of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionSubsidiary Guarantee.

Guarantees. To The Borrower will not and will not permit any Subsidiary to pledge its credit or property in any manner for the payment or other performance of the indebtedness, contract or other obligation of another (including, without limitation, the indebtedness of the Parent under the Senior Notes), whether as guarantor (whether of payment or of collection), surety, co-maker, endorser or by agreeing conditionally or otherwise to make any purchase, loan or investment in order thereby to enable another to prevent or correct a default of any kind, or otherwise, except for: (a) endorsements of negotiable instruments for deposit or collection or similar transactions in the normal course of business; (b) any guarantee full discharge of all obligationsthe completion of a real estate building project if the Borrower or any Subsidiary is the developer of the project or has a property interest in the project, principal and accessoryprovided, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver such guarantee contains balancing provisions satisfactory to the LENDER:Banks and provided, further, that no debt service guarantees or balancing guarantees through lease-up shall be permitted; (c) [Reserved.]; (d) any indemnity or guarantee of a surety bond for the performance by some customer of the Borrower or any Subsidiary of the customer's obligations under a land development contract; (e) any guarantee by Borrower of the equity investment or performance of a Subsidiary (other than any obligations of such Subsidiary incurred for borrowed money) in connection with a real estate project in favor of a partner or partnership in which such Subsidiary is a general partner, when Borrower deems it to be in its best interest not to be a partner or have a direct interest in the partnership; (f) Borrower's guarantee of up to Six Million Eight Hundred Thousand Dollars ($6,800,000) of the Wisconsin Park Associates' letter of credit; and (g) guarantee(s) by Borrower not permitted under the provisions of Subsections (a) Promissory Notes in the form of Annex B through (f), inclusive, of this Contract, duly signed by the authorized signatory Section 8.07 of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) up to be included and indicated in Table III, in the capacity an aggregate principal amount of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may indebtedness not at any time be called upon exceeding an amount equal to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b(i) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for Four Million Five Hundred Thousand Dollars ($4,500,000) minus (ii) all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and amounts subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, guarantee(s) permitted by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.Section 9.12

Guarantees. To guarantee full discharge Holdings, in consideration of the Purchaser’s entering into this Agreement and purchasing Notes, unconditionally and irrevocably guarantees to the Purchaser and each and every holder from time to time of any of the Notes the due and punctual payment of all obligations, principal and accessory, that sums which may become due or be stated in the DEBTOR assumes Notes or in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver Agreement to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations become due under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions provisions of the ContractNotes and this Agreement in respect of the principal of and prepayment charge, ratifying it in its entirety if any, and taking joint responsibility for interest on the Notes (including interest on any overdue principal, prepayment charge, if any, and, to the extent permitted by applicable law, on any overdue interest), whether at stated maturity, by acceleration, by notice of prepayment or otherwise, and all obligations assumed other sums which may become due from the Borrower or be stated to be or become so due under the Notes or this Agreement. Holdings further guarantees to the Purchasers and each holder as aforesaid the due performance and observance by the DEBTOR in Borrower of all covenants, agreements and conditions on the Contract ("Amendment Borrower’s part to be performed under this Agreement and any other document from time to time delivered by the Borrower pursuant to this Agreement. Holdings further guarantees to the Contract"). cPurchasers and each holder as aforesaid payment of all other amounts payable by the Borrower under this Agreement or the Notes, including costs, expenses (including fees and expenses of counsel) Further Assurances in Annexed Instruments properly definedand taxes (such principal, describedprepayment charge, if any, interest and characterized in Table VI. Paragraph One -- The Promissory Notes other obligations guaranteed as aforesaid being hereinafter collectively called the “Obligations” and Amendment to the Contract, as described extent lawful agrees to pay any and all expenses (including fees and expenses of counsel) incurred by each holder of any Note in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date enforcing any rights in connection with this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionSection.

Guarantees. To guarantee (a) Subject to the provisions of this Article X, each Guarantor, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Notes and to the Trustee on behalf of the Holders: (i) the due and punctual payment in full discharge of principal of and interest on the Notes when due, whether at stated maturity, upon acceleration, redemption or otherwise; (ii) the due and punctual payment in full of interest on the overdue principal of and, to the extent permitted by law, interest on the Notes; and (iii) the due and punctual payment of all obligationsother Obligations of the Company and the other Guarantors to the Holders or the Trustee hereunder or under the Notes, including, without limitation, the payment of fees, expenses, indemnification or other amounts. In case of the failure of the Company punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and accessoryas if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this Article X are guarantees of payment and not of collection. (b) Each of the Company and the Guarantors waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company or any other Guarantor, any right to require a proceeding first against the Company or any other Guarantor, protest or notice with respect to the Notes and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the DEBTOR assumes Obligations contained in the Notes and in this ContractIndenture, or as well as otherwise specifically provided therein or herein. (c) Each Guarantor waives and relinquishes: (i) any right to require the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditTrustee, the DEBTOR delivers and/or will deliver Holders or the Company (each, a "Benefited Party") to proceed against the LENDER: a) Promissory Notes in Company, the form of Annex B of this Contract, duly signed by the authorized signatory Subsidiaries of the DEBTOR and endorsed Company or any other Person or to proceed against or exhaust any security held by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may a Benefited Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantors; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture), including, but not limited to, notice of the existence, creation or incurrence of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries of the Company, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be called upon to honor neither larger in amount nor in other respects more burdensome than that of the obligations here assumedprincipal; (vi) any defense arising because of a Benefited Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; and (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. (d) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and Holders and the Trustee, on the other hand: (i) for purposes of the relevant Guarantee, the maturity of the Obligations Guaranteed by such Guarantee may be accelerated as provided in Article VI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (ii) in the event that the DEBTOR of any acceleration of such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by such Guarantor for any reason, fails to make timely payments purposes of what is owed, waiving any benefit of order and divisionsuch Guarantee. b(e) Addendum The Guarantees shall continue to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted effective or shall be reinstated, as joint debtor the case may be, if at any time any payment, or any part thereof, of principal of or interest on any of the Notes is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, all as though such payment had not been made. (f) Each Guarantor shall be subrogated to all rights of the Holders against the Company in the Contract, respect of any amounts paid by such that the same, irrevocably and irreversibly, declares agreement Guarantor pursuant to the terms and conditions provisions of the ContractGuarantees or this Indenture; provided, ratifying it however, that a Guarantor shall not be entitled to enforce or to receive any payments until the principal of and interest on all Notes issued hereunder shall have been paid in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")full. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee The Guarantor hereby fully and unconditionally guarantees, on an unsecured, senior basis to each Holder of Notes and to the Trustee and its successors and assigns (a) the full discharge and punctual payment of principal of, and interest and premium and Additional Amounts, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture and this Third Supplemental Indenture with respect to the Notes and (b) the full and punctual performance within applicable grace periods of all obligations, principal other obligations of the Company under the Original Indenture and accessory, this Third Supplemental Indenture with respect to the Notes (all the foregoing hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as without notice or further assent from the penalties, judicial or extrajudicial costs Guarantor and expenses, taxes, and similar charges that the LENDER incurs and/or may incur Guarantor will remain bound under this Section 7.1 notwithstanding any extension or renewal of any obligation with respect to the Notes. The Company hereby fully and unconditionally guarantees the Guarantee of the Guarantor on an unsecured, unsubordinated basis. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to the Notes and also waives notice of protest for covering nonpayment. The Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Original Indenture or this Third Supplemental Indenture with respect to the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of the Original Indenture or this Third Supplemental Indenture with respect to the Notes or any other agreement; (4) the release of any security held by any Holder of Notes or the Trustee for the Guaranteed Obligations or any of them; or (5) except as set forth in Section 7.1.6, any change in the ownership of the Guarantor. The Guarantor further agrees that its creditGuarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee. Except as expressly set forth in Section 1502 of the Original Indenture and Sections 7.1.2 and 7.1.6 of this Third Supplemental Indenture, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory obligations of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) Guarantor hereunder shall not be subject to be included and indicated in Table IIIany reduction, in the capacity of GUARANTOR(S)limitation, CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR Guarantor shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture or this Third Supplemental Indenture with respect to the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that its Guarantee with respect to the Notes shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any obligation with respect to the Notes is rescinded or must otherwise be restored by any Holder of Notes or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions applicable otherwise, or to its proper formalization perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and registrationshall, ensuring Assignment upon receipt of Shares written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company to the referred-to nonformalization or depreciationHolders and the Trustee. The Guarantor agrees that, and/or loss of collateralas between it, under penalty of early termination on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the transactionGuaranteed Obligations hereby may be accelerated as provided in Article 5 of the Original Indenture for the purposes of the Guarantor’s Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations with respect to the Notes guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 5 of the Original Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Section 7.1.1. The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 7.1.1.

Guarantees. To guarantee full discharge The Guarantees have been duly and validly authorized by the Guarantors and, when issued and executed by the Guarantors, will have been duly executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of all obligationsthe Guarantors, principal entitled to the benefit of the Indenture, and accessoryenforceable against the Guarantors in accordance with its terms, except that the DEBTOR assumes enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in this Contract, as well as effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the penalties, judicial or extrajudicial costs discretion of the court before which any proceeding therefor may be brought. When executed and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditdelivered, the DEBTOR delivers and/or Guarantees will deliver conform in all material respects to the LENDER: a) Promissory descriptions thereof in the Time of Sale Document and the Final Offering Memorandum. The Exchange Guarantees have been duly and validly authorized by the Guarantors and, when issued and executed by the Guarantors and upon the due execution and authentication of the Exchange Notes in accordance with the Indenture and the issuance and delivery of the Exchange Notes in the form of Annex B of this Contract, duly signed Exchange Offer contemplated by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" aboveRegistration Rights Agreement, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signedhave been duly executed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization authenticated, issued and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase delivered and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA will constitute legal, valid and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the binding obligations of the DEBTOR Guarantors, entitled to the benefit of the Indenture, and enforceable against the Guarantors in this Contractaccordance with its terms, it is hereby certain and agreed except that the DEBTOR and/or guaranteeing third parties will constitute enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the Assignment of Credit Rights in favor discretion of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactioncourt before which any proceeding therefor may be brought.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver (a) Subject to the LENDER: a) Promissory Notes in the form of Annex B provisions of this ContractArticle 10, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) each Guarantor hereby jointly and severally with each other Guarantor irrevocably and unconditionally guarantees (to the DEBTOR for extent permitted by law) as a primary obligor and not merely as a surety on a senior basis to each Holder, the Trustee, the Collateral Agent and their respective successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations Obligations of the Issuer under this Contract Indenture (including obligations to the Trustee) and Request the Securities, whether for Disbursement by payment of principal of, or premium or interest on, the DEBTORSecurities (and any applicable Exit Fee) and all other monetary obligations of the Issuer under this Indenture and the Securities, and who (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities, on the terms set forth in this Indenture by becoming a party to this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees that (to the extent permitted by law) the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Notes Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.11 and 4.13. (c) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities, any Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, any Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (d) Each Guarantor hereby waives any right to which it may be entitled to (i) have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (f) Except as expressly set forth in Sections 8.01, 10.02, 10.03 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities, any Security Document or any other agreement, (ii) any waiver or modification of any thereof, (iii) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations or (iv) any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be called restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right that any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to honor pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations then due, (ii) accrued and unpaid interest on such Guaranteed Obligations then due (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations here assumedof the Issuer then due to the Holders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event that of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the DEBTOR for any reason, fails to make timely payments purposes of what is owed, waiving any benefit of order and divisionthis Section 10.01. b(j) Addendum Each Guarantor also agrees to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably pay any and irreversibly, declares agreement to the terms all costs and conditions of the Contract, ratifying it in its entirety expenses (including reasonable and taking joint responsibility for all obligations assumed documented attorneys’ fees and expenses) incurred by the DEBTOR Trustee, the Collateral Agent or any Holder in the Contract ("Amendment to the Contract")enforcing any rights under this Section 10.01. c(k) Further Assurances in Annexed Instruments properly defined, described, Each Guarantor shall execute and characterized in Table VI. Paragraph One -- The Promissory Notes deliver such further instruments and Amendment do such further acts as may be reasonably necessary or proper to carry out more effectively the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing purpose of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionIndenture.

Guarantees. To The Guarantors, jointly and severally, as primary obligors and not merely as sureties, hereby irrevocably and unconditionally guarantee to each Holder and to the Trustee and its successors and assigns (a) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in Issuer now or hereafter existing under this ContractIndenture whether for principal of or interest on the Securities (and premium, it is hereby certain if any) and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor all other monetary obligations of the LENDER, by contractual or legal provisions applicable to its proper formalization Issuer under this Indenture and registration, ensuring Assignment of Shares the Securities in respect of the company Rio das Contas Produtora de Petróleo LTDA Securities and (b) the full and punctual performance within 15 days from the referred-to nonformalization or depreciation, and/or loss applicable grace periods of collateral, under penalty of early termination all other obligations of the transactionIssuer under this Indenture and the Securities (all such obligations guaranteed hereby by the Guarantors being the "Guaranteed Obligations"). The guarantees of the Guarantors under this Article 12 is herein referred to as this "Guarantees". The Guarantors agree to pay any and all fees and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Article 12 with respect to the Guarantors. Without limiting the generality of the foregoing, these Guarantees guarantee, to the extent provided herein, the payment of all amounts which constitute part of the Guaranteed Obligations and would be owed by the Issuer under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Issuer.

Guarantees. To guarantee full discharge of all obligationsIf the Escrow Agreement is effective, principal prior to the Acquisition Date the Issuer's obligations under this Indenture and accessorythe Notes shall be guaranteed by Holdings, that the DEBTOR assumes as provided in this ContractArticle 10. Thereafter, as well as on the penaltiesAcquisition Date, judicial or extrajudicial costs each of the Issuer's direct and expenses, taxes, and similar charges indirect Restricted Subsidiaries that guarantees Indebtedness under the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: aCredit Agreement (other than any License Subsidiary) Promissory Notes shall execute a supplemental indenture substantially in the form of Annex B of this Contract, duly signed by EXHIBIT J and shall guarantee the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all Issuer's obligations under this Contract Indenture and Request the Notes, as provided in this Article 10. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for Disbursement by payment of principal of, premium, if any, or interest or additional interest in respect of the DEBTORNotes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the "GUARANTEED OBLIGATIONS"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and who that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may at be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any time right to which it may be called upon entitled to honor have the assets of the Issuer first be used and depleted as payment of the Issuer's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01, 10.02 and 10.06, the obligations here assumedof each Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or com- promise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable to its proper formalization law) and registration, ensuring Assignment of Shares (iii) all other monetary obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Issuer to the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination Holders and the Trustee in respect of the transactionGuaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To guarantee full discharge Each of all obligations, principal the current and accessory, future Restricted Subsidiaries of the Company that are guarantors under the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxesSenior Credit Facilities, and similar charges that the LENDER incurs and/or may incur for covering its crediteach of their respective successors and assigns, the DEBTOR delivers and/or will deliver shall also be Subsidiary Guarantors under this Indenture. Subject to the LENDER: a) Promissory Notes in the form of Annex B provisions of this ContractArticle 10, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIeach Subsidiary Guarantor, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with each other Subsidiary Guarantor, hereby fully and unconditionally Guarantees to each Holder of a Note authenticated and delivered by the DEBTOR Trustee and to the Trustee and its successors and assigns, that: (a) the principal of, and premium and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on overdue principal, and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other Obligations) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise (collectively, the “Guarantee Obligations”). Failing payment when due of any Guarantee Obligation or failing performance of any other Obligation of the Company to the Holders, for all obligations whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Contract and Request for Disbursement by Indenture or the DEBTORNotes shall constitute an event of default under this Guarantee, and who may shall entitle the Trustee or the Holders to accelerate the Guarantee Obligations of each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Company Obligations. Each Subsidiary Guarantor hereby agrees that its Guarantee Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any thereof, the entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a “Benefitted Party”) to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Subsidiary Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or Obligation or of any action or non-action on the part of the Subsidiary Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Subsidiary Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any Obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Obligation of a surety must be called upon neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party’s election in any proceeding instituted under the Bankruptcy Law of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Subsidiary Guarantors hereby covenant that the Guarantees shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture, or as provided in Section 8.01. If any Holder or the Trustee is required by any court or otherwise to honor return to either the obligations here assumedCompany or the Subsidiary Guarantors, or any trustee or similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by the Company or the Subsidiary Guarantors to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such Obligations. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event that the DEBTOR for of any reason, fails to make timely payments acceleration of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted such Obligations as joint debtor provided in the ContractArticle 6 hereof, such that Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the same, irrevocably and irreversibly, declares agreement to the terms and conditions purpose of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")Guarantee. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee full discharge (a) (i) Each of all obligationsthe Subsidiary Guarantors hereby, principal jointly and accessoryseverally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Banks, the Lenders, any Hedge Bank and any Cash Management Bank the prompt and complete payment and performance of the Obligations and (ii) the Parent Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Banks, the Lenders, any Hedge Bank and Cash Management Bank the prompt and complete payment and performance of the European Obligations and the Hedging and Cash Management Obligations of any Subsidiary to any Hedge Bank or Cash Management Bank. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents in respect of the Obligations, shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the DEBTOR assumes in this ContractObligations, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon and from time to honor time exceed the obligations here assumedamount of the liability of such Guarantor hereunder without impairing the guarantees contained in this Section 2 or affecting the rights and remedies of the Administrative Agent, in the event that the DEBTOR for any reasonHedge Bank, fails to make timely payments of what is owed, waiving any benefit of order and divisionCash Management Bank or any other Lender hereunder. b(d) Addendum to Each Guarantor’s guarantees contained in this Contract through which Rio das Contas Produtora de Petróleo LTDA will Section 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations, Obligations in respect of Hedge Agreements and Cash Management Obligations) of each Guarantor under the guarantees contained in this Section 2 shall have been satisfied by payment in full, the Commitments have been terminated and either no Letter of Credit shall be constituted as joint debtor in the Contract, such outstanding or each outstanding Letter of Credit has been cash collateralized so that the same, irrevocably and irreversibly, declares agreement it is fully secured to the terms and conditions reasonable satisfaction of the ContractAdministrative Agent, ratifying it notwithstanding that from time to time during the term of the Credit Agreement any Loan Party may be free from any of the Obligations. (e) Except as provided in its entirety and taking joint responsibility for all obligations assumed Section 4.14, (i) no payment made by any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the DEBTOR Administrative Agent, any Hedge Bank, any Cash Management Bank or any Lender from any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Contract Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment ("Amendment other than any payment made by such Subsidiary Guarantor in respect of the Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Obligations), remain liable for the Obligations up to the Contract"). c) Further Assurances maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in Annexed Instruments properly definedfull, describedthe Commitments have been terminated, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment either no Letters of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the Contractreasonable satisfaction of the Administrative Agent and (ii) no payment made by the Parent Guarantor, as described any other guarantor or any other Person or received or collected by the Administrative Agent, any Hedge Bank, any Cash Management Bank or any Lender from the Parent Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in items "a" and "b" abovereduction of or in payment of the European Obligations shall be deemed to modify, will be submitted reduce, release or otherwise affect the liability the Parent Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Parent Guarantor in respect of the European Obligations or any payment received or collected from the Parent Guarantor in respect of the European Obligations), remain liable for the European Obligations up to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty maximum liability of the transaction’s coming due early. Paragraph Two -- The formalization and registration of Parent Guarantor hereunder until the guarantee for Assignment of Credit Rights arising European Obligations are paid in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionfull.

Guarantees. To guarantee (a) Subject to the provisions of this Article XI, each Guarantor, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Securities and to the Trustee on behalf of the Holders: (i) the due and punctual payment in full discharge of principal of and interest on the Securities when due, whether at stated maturity, upon acceleration, redemption or otherwise; (ii) the due and punctual payment in full of interest on the overdue principal of and, to the extent permitted by law, interest on the Securities; and (iii) the due and punctual payment of all obligationsother Obligations of the Company and the other Guarantors to the Holders or the Trustee hereunder or under the Securities, including, without limitation, the payment of fees, expenses, indemnification or other amounts. In case of the failure of the Company punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and accessoryas if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this Article XI are guarantees of payment and not of collection. (b) Each of the Company and the Guarantors waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company or any other Guarantor, any right to require a proceeding first against the Company or any other Guarantor, protest or notice with respect to the Securities and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the DEBTOR assumes Obligations contained in the Securities and in this ContractIndenture, or as well as otherwise specifically provided therein or herein. (c) Each Guarantor waives and relinquishes: (i) any right to require the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditTrustee, the DEBTOR delivers and/or will deliver Holders or the Company (each, a “Benefited Party”) to proceed against the LENDER: a) Promissory Notes in Company, the form of Annex B of this Contract, duly signed by the authorized signatory Subsidiaries of the DEBTOR and endorsed Company or any other Person or to proceed against or exhaust any security held by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture), including, but not limited to, notice of the existence, creation or incurrence of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries of the Company, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be called upon to honor neither larger in amount nor in other respects more burdensome than that of the obligations here assumedprincipal; (vi) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; and (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. (d) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and Holders and the Trustee, on the other hand: (i) for purposes of the relevant Guarantee, the maturity of the Obligations guaranteed by such Guarantee may be accelerated as provided in Article VI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (ii) in the event that the DEBTOR of any acceleration of such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by such Guarantor for any reason, fails to make timely payments purposes of what is owed, waiving any benefit of order and divisionsuch Guarantee. b(e) Addendum The Guarantees shall continue to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted effective or shall be reinstated, as joint debtor the case may be, if at any time any payment, or any part thereof, of principal of or interest on any of the Securities is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, all as though such payment had not been made. (f) Each Guarantor shall be subrogated to all rights of the Holders against the Company in the Contract, respect of any amounts paid by such that the same, irrevocably and irreversibly, declares agreement Guarantor pursuant to the terms and conditions provisions of the ContractGuarantees or this Indenture; provided, ratifying it however, that a Guarantor shall not be entitled to enforce or to receive any payments until the principal of and interest on all Securities issued hereunder shall have been paid in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract")full. c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To guarantee Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Lender and to the Administrative Agent and its successors and assigns (a) the full discharge and punctual payment of principal of and interest on the Loans when due, whether at maturity, by acceleration, by mandatory prepayment or otherwise, and all other monetary obligations of the Borrower under this Agreement and the other Interim Loan Documents (other than the Exchange Notes and the Exchange Note Indenture) and (b) the full and punctual performance within applicable grace periods of all obligations, principal other obligations of the Borrower under this Agreement and accessory, such other Interim Loan Documents (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Subsidiary Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this ContractArticle X notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, as well as demand of, payment from and protest to the penalties, judicial Borrower of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default on the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Lender or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its creditAdministrative Agent to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (including any Subsidiary Guarantor) under this Agreement, the DEBTOR delivers and/or will deliver other Interim Loan Documents or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the other Interim Loan Documents or any other agreement; (4) the release of any security held by any Lender or the Administrative Agent for the Guaranteed Obligations or any of them; (5) the failure of any Lender or the Administrative Agent to exercise any right or remedy against any other Guarantor of the LENDER: aGuaranteed Obligations; or (6) Promissory Notes except as set forth in Section 10.06, any change in the form ownership of Annex B such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of this Contractpayment, duly signed performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Lender or the authorized signatory Administrative Agent to any security held for payment of the DEBTOR Guaranteed Obligations. Except as expressly set forth in Sections 10.02 and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III10.06, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumedof each Subsidiary Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any remedy under this Agreement, the other Interim Loan Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Lender or the Administrative Agent upon the bankruptcy or reorganization of the Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Lender or the Administrative Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Borrower to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by mandatory prepayment or legal provisions applicable otherwise, or to its proper formalization perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and registrationshall, ensuring Assignment upon receipt of Shares written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash, to the Lenders or the Administrative Agent an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Borrower to the referred-to nonformalization or depreciationLenders and the Administrative Agent. Each Subsidiary Guarantor agrees that, and/or loss of collateralas between it, under penalty of early termination on the one hand, and the Lenders and the Administrative Agent, on the other hand, (i) the maturity of the transactionGuaranteed Obligations may be accelerated as provided in Article VII for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Administrative Agent or any Lender in enforcing any rights under this Section.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver (a) Subject to the LENDER: a) Promissory Notes in the form of Annex B provisions of this ContractArticle 10, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) each Guarantor hereby jointly and severally with each other Guarantor irrevocably and unconditionally guarantees, to the DEBTOR for extent lawful, as a primary obligor and not merely as a surety on a senior basis to each Holder, the Trustee, the Collateral Agent and their respective successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations Obligations of the Issuer under this Contract Indenture (including obligations to the Trustee) and Request the Securities, whether for Disbursement by payment of principal of, or premium or interest on, the DEBTORSecurities and all other monetary obligations of the Issuer under this Indenture and the Securities, and who (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities, on the terms set forth in this Indenture by becoming a party to this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Notes Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.11 and 4.13. (c) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities, any Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, any Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (d) Each Guarantor hereby waives any right to which it may be entitled to (i) have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment and performance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (f) Except as expressly set forth in Sections 8.01, 10.02, 10.03 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities, any Security Document or any other agreement, (ii) any waiver or modification of any thereof, (iii) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations or (iv) any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be called restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right that any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to honor pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations then due, (ii) accrued and unpaid interest on such Guaranteed Obligations then due (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations here assumedof the Issuer then due to the Holders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event that of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the DEBTOR for any reason, fails to make timely payments purposes of what is owed, waiving any benefit of order and divisionthis Section 10.01. b(j) Addendum Each Guarantor also agrees to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably pay any and irreversibly, declares agreement to the terms all costs and conditions of the Contract, ratifying it in its entirety expenses (including reasonable and taking joint responsibility for all obligations assumed documented attorneys’ fees and expenses) incurred by the DEBTOR Trustee, the Collateral Agent or any Holder in the Contract ("Amendment to the Contract")enforcing any rights under this Section 10.01. c(k) Further Assurances in Annexed Instruments properly defined, described, Each Guarantor shall execute and characterized in Table VI. Paragraph One -- The Promissory Notes deliver such further instruments and Amendment do such further acts as may be reasonably necessary or proper to carry out more effectively the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing purpose of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionIndenture.

Guarantees. To guarantee Each Subsidiary Guarantor shall, on the date it executes and delivers a Guarantee hereunder, have the full discharge corporate power, authority and capacity to execute and deliver such Guarantee and to perform all of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) obligations to be included performed thereunder; all corporate and indicated other acts, conditions and things required to be done and performed or to have occurred prior to such execution and delivery to constitute such Guarantee as a valid and legally binding obligation of such Subsidiary Guarantor enforceable in Table III, accordance with its terms shall have been done and performed and shall have occurred in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally due compliance in all material respects with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from Laws; on the date of signing such execution and delivery, the execution, delivery and performance of this Contract. If such Guarantee by such Subsidiary Guarantor will not (i) violate any provision of Law or any provision of the guarantee for Assignment charter or bylaws of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriatesuch Subsidiary Guarantor, or insufficient (ii) result in a breach of, a default under (including, without limitation, any event which with notice or lapse of time, or both, would constitute a breach of or a default under), or the creation of any Lien on the properties or assets of such Subsidiary Guarantor, the Company or any other Subsidiary of the Company under any Contract to secure which such Subsidiary Guarantor or the Company or any other Subsidiary of the Company is a party or by which the properties or assets of such Subsidiary Guarantor, the Company or any other Subsidiary of the Company may be bound except, in any case other than a violation of the charter or bylaws of such Subsidiary Guarantor, for any breach, default or violation that could not reasonably be expected to result in a Material Adverse Effect; on the date of such execution and delivery, each Guarantee executed and delivered by a Subsidiary Guarantor shall constitute legal, valid, binding and unconditional obligations of the DEBTOR Subsidiary Guarantor executing and delivering it to the Lenders hereunder, enforceable in this Contractaccordance with its terms, it is hereby certain and agreed except to the 66 extent that the DEBTOR and/or guaranteeing third parties will constitute enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the Assignment enforcement of Credit Rights creditors' rights generally or by general principles of equity (regardless of whether such enforcement is considered in favor a proceeding in equity or at law); and the foregoing representations and warranties of the LENDER, by contractual or legal provisions applicable Company shall be deemed for all purposes to its proper formalization have been made on each date when a Guarantee is delivered hereunder with respect solely to that Guarantee and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionSubsidiary Guarantor so issuing such Guarantee.

Guarantees. To guarantee full discharge of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: (a) Promissory Notes in the form Each of Annex B of this ContractTBS and TWC irrevocably and unconditionally guarantees (each, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA (a "Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(SGuarantee"), CO-OBLIGOR(S) jointly and severally with to each Holder of Securities (including each Holder of Securities issued under the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from Indenture after the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase Indenture) and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this ContractTrustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, is not lodged within the period prescribed in this Clause 17 whether at maturity, by acceleration, by redemption or depreciates and/or gets lostotherwise, so as to become awkward, inappropriate, or insufficient to secure the and all other monetary obligations of the DEBTOR in Company under this Contract, it is hereby certain Indenture (including obligations to the Trustee) and agreed that the DEBTOR and/or guaranteeing third parties will constitute Securities and (ii) the Assignment full and punctual performance within applicable grace periods of Credit Rights in favor all other obligations of the LENDERCompany under this Indenture and the Securities. (b) Each of TBS and TWC further agrees that each Guarantee constitutes a guarantee of payment, by contractual or legal provisions applicable performance and compliance and not merely of collection. (c) Each of TBS and TWC further agrees to its proper formalization waive presentment to, demand of payment from and registration, ensuring Assignment protest to the Company of Shares any of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Guarantees, and also waives notice of acceptance of its Guarantee and notice of protest for nonpayment. (d) The obligation of each of TBS and TWC to make any payment hereunder may be satisfied by causing the referred-Company to nonformalization make such payment. (e) Each of TBS and TWC also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or depreciationany Holder of Securities in enforcing any of their respective rights under the Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, and/or loss the maximum aggregate amount of collateral, under penalty of early termination each of the transactionGuarantees of TWC and TBS shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. To guarantee On the Issue Date, there will exist no Guarantors. With respect to any Person that becomes a Guarantor after the Issue Date, such Guarantor agrees as set forth in this Article 10. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsobligations of the Issuer and Holdings under this Indenture (including obligations to the Trustee) and the Notes, principal whether for payment of Accreted Value of, premium, if any, or interest or additional interest in respect of the Notes and accessoryall other monetary obligations of the Issuer and Holdings under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer and Holdings whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the LENDER incurs and/or may incur Issuer and Holdings of any of the Guaranteed Obligations and also waives notice of protest for covering its creditnonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or Holdings or any other Person under this Indenture, the DEBTOR delivers and/or will deliver Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the LENDER: aGuaranteed Obligations; or (vi) Promissory Notes any change in the form ownership of Annex B of this Contractsuch Guarantor, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated except as provided in Table III, in the capacity of GUARANTOR(SSection 10.02(b), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b(c) Addendum Each Guarantor hereby waives any right to this Contract through which Rio das Contas Produtora de Petróleo LTDA will it may be constituted as joint debtor in entitled to have its obligations hereunder divided among the ContractGuarantors, such that such Guarantor’s obligations would be less than the same, irrevocably and irreversibly, declares agreement full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the terms and conditions assets of the Contract, ratifying it in its entirety Issuer and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, Holdings first be used and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, depleted as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty payment of the transactionIssuer’s, Holdings’ or such Guarantor’s coming due earlyobligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject Each Guarantor hereby waives any right to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as which it may be entitled to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed require that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual Issuer or legal provisions applicable Holdings be sued prior to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionan action being initiated against such Guarantor.

Guarantees. To guarantee full discharge Each of AOLTW and AT&T agrees that it shall cause the AOLTW Partner and the MediaOne Partner, as applicable, (and any direct or indirect transferee of such Partner) to comply with all of the obligations of such Partner hereunder. AT&T further agrees that it will continue to own directly and indirectly a majority of the equity and other ownership interests of each MediaOne Partner (or, if such MediaOne Partner is a Disposition Trust, of a Person that owns all of the ownership interests of in such Disposition Trust) until such time as such MediaOne Partner shall have Disposed of its Partnership Interests to any Person who is not an Affiliate of such MediaOne Partner in accordance with Section 3.1; provided that AT&T may Dispose of all obligationsof its equity interests in the MediaOne Partner or any Parent thereof in connection with a sale or transfer of all or substantially all of its broadband business if the transferee thereof (and, principal and accessoryif such transferee is a Subsidiary of another Person, that the DEBTOR assumes then such transferee's Ultimate Parent) agrees in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver writing to succeed to the LENDER: a) Promissory Notes in the form benefits of Annex B and be bound by all of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions binding upon or to the benefit of AT&T under this Agreement and the Partnership Interest Sale Agreement. TWC will continue to own, directly or indirectly, a majority of the Contractequity of the Partnership through and until the third anniversary of the date hereof and thereafter shall not take any action that would result in TWC ceasing to own, ratifying directly or indirectly, a majority of the equity of the Partnership unless it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract provides at least five ("Amendment 5) days' notice to the Contract"MediaOne Partners; provided, however, that TWC shall not, without the consent of the MediaOne Partners holding a majority of the MediaOne Partnership Interest, take any such action, unless such action has previously been commenced in accordance with this Section 10.12, during any period commencing on the date that any MediaOne Partner initiates its right to Dispose of its Partnership Interest pursuant to Section 3 or 4 of the Partnership Interest Sale Agreement through and until the earlier of (i) the closing of such Disposition in accordance with Section 3 or 4, as applicable, of the Partnership Interest Sale Agreement and (ii) the final date upon which Section 3 or 4, as applicable, of the Partnership Interest Sale Agreement requires such a closing to take place (provided that TWC shall not take or permit to be taken any such action during any period of delay in such closing which results directly from a breach by AOLTW or TWC of its obligations under the Partnership Interest Sale Agreement). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.

Guarantees. To The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee full discharge any Indebtedness of all obligationsthe Company ("Guaranteed Indebtedness") other than the Notes, principal unless (i) such Restricted Subsidiary simultaneously executes and accessorydelivers a supplemental indenture to the Indenture providing for a Guarantee (a "Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary of the Company as a result of any payment by such Restricted Subsidiary under its Guarantee, provided that any Restricted Subsidiary may guarantee any Credit Facility so long as such Restricted Subsidiary enters into a Guarantee ranking pari passu with its guarantee under such Credit Facility. If the Guaranteed Indebtedness is pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated to the Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee at least to the extent that the DEBTOR assumes in Guaranteed Indebtedness is subordinated to this Contract, as well as Note. Notwithstanding the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: aprovisions of Section 4.10(a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR Indenture, any Guarantee by a Restricted Subsidiary shall provide by its terms that it shall be automatically and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included unconditionally released and indicated in Table III, in discharged upon the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration release or discharge of the guarantee for Assignment of Credit Rights arising which resulted in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobráscreation of such Restricted Subsidiary's Guarantee, through applicable contractual except a discharge or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriaterelease by, or insufficient to secure the obligations of the DEBTOR in this Contractas a result of, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, payment under penalty of early termination of the transactionsuch guarantee.

Guarantees. To guarantee (a) Subject to the provisions of this Article X, each Guarantor, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Notes and to the Trustee on behalf of the Holders: (i) the due and punctual payment in full discharge of principal of and interest on the Notes when due, whether at stated maturity, upon acceleration, redemption or otherwise; (ii) the due and punctual payment in full of interest on the overdue principal of and, to the extent permitted by law, interest on the Notes; and (iii) the due and punctual payment of all obligationsother Obligations of the Company and the other Guarantors to the Holders or the Trustee hereunder or under the Notes, including, without limitation, the payment of fees, expenses, indemnification or other amounts. In case of the failure of the Company punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and accessory, that as if such payment were made by the DEBTOR assumes in this Contract, as well as Company and to perform any such other Obligation of the penalties, judicial or extrajudicial costs Company immediately. Each Guarantor further agrees to pay any and all expenses (including reasonable counsel fees -45- 53 and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed incurred by the authorized signatory Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this Article X are guarantees of payment and not of collection. (b) Each of the DEBTOR Company and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIthe Guarantors waives diligence, in the capacity presentment, demand of GUARANTOR(S)payment, CO-OBLIGOR(S) jointly and severally filing of claims with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, a court in the event of merger, insolvency or bankruptcy of the Company or any other Guarantor, any right to require a proceeding first against the Company or any other Guarantor, protest or notice with respect to the Notes and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor Obligations contained in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriateIndenture, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual as otherwise specifically provided therein or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionherein.

Guarantees. To guarantee (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder and to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf), and the Trustee’s successor and assigns (or the successor and assign of any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) (i) the full discharge and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligationsobligations of the Issuer under this Indenture (including obligations to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and accessoryall other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, any Transaction Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Transaction Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Transaction Document or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the LENDER incurs and/or may incur Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for covering its creditpayment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01(b), 10.02, 10.06 and 10.08, the DEBTOR delivers and/or will deliver obligations of each Guarantor hereunder shall not be subject to the LENDER: a) Promissory Notes in the form of Annex B of this Contractany reduction, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIlimitation, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes, any Transaction Document or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable to its proper formalization law) and registration, ensuring Assignment of Shares (iii) all other monetary obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Issuer to the referred-Holders and the Trustee. (h) Each Guarantor agrees that it shall not be entitled to nonformalization or depreciationany right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, and/or loss of collateralas between it, under penalty of early termination on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the transactionGuaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. To guarantee full discharge (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or after the date of this Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within ten (10) Business Days of such acquisition or creation; provided that no Domestic Subsidiary shall be required to become a Guarantor solely as a result of the foregoing sentence so long as the total assets of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by Domestic Subsidiaries (other than ▇▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory NotesTrue Temper Properties Inc.) to be included and indicated that are not Guarantors, as reflected on their most recent balance sheets prepared in Table IIIaccordance with GAAP, do not in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may aggregate at any time be called upon to honor the obligations here assumedexceed $2.0 million. In addition, in the event that the DEBTOR for (i) a Default or Event of Default has occurred or (ii) ▇▇▇▇ True Temper Properties, Inc.'s total assets at any reasontime exceed $5.0 million, fails to make timely payments as reflected on its most recent balance sheet prepared in accordance with GAAP, then, in either event, ▇▇▇▇ True Temper Properties, Inc. must become a Guarantor and execute a supplemental indenture and deliver an Opinion of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement Counsel to the terms and conditions Trustee within five Business Days of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing such Default or Event of this Contract. If Default or the date of completion of such balance sheet, as applicable. (b) The Company shall not permit any of its Restricted Subsidiaries (other than ▇▇▇▇ True Temper Properties, Inc.), directly or indirectly, to guarantee any other Indebtedness of the Company or any Restricted Subsidiary thereof unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee for Assignment of Credit Rights arising the payment of the Notes by such Restricted Subsidiary; provided, however, that the foregoing shall not apply to any Foreign Restricted Subsidiary solely as a result of such Foreign Restricted Subsidiary guaranteeing Indebtedness of any other Foreign Restricted Subsidiary. Such Note Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of such other Indebtedness unless such other Indebtedness is Senior Debt, in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject which case the guarantee of the Notes may be subordinated to the conditions established in this Contractguarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. (c) Notwithstanding Sections 4.18(a) and (b), is not lodged within any Note Guarantee may provide by its terms that it will be automatically and unconditionally released and discharged under the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, circumstances described under penalty of early termination of the transactionSection 10.05 hereof.

Guarantees. To guarantee (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and the Trustee and their successors and assigns (i) the full discharge and punctual payment when due, whether at maturity, by acceleration, if applicable, redemption or otherwise, of all obligationsobligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on, if any, the Notes and accessoryall other monetary obligations of the Issuers under this Indenture and the Notes (subject in the case of interest, to any right the Issuer may have to forgo or defer the payment thereof as contemplated by Section 2.02) and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes, on the terms set forth in this Indenture by executing this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the DEBTOR assumes Guaranteed Obligations may be extended or renewed, in this Contractwhole or in part, as well as the penalties, judicial without notice or extrajudicial costs and expenses, taxesfurther assent from each such Guarantor, and similar charges that each such Guarantor shall remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the LENDER incurs and/or may incur Issuer of any of the Guaranteed Obligations and also waives notice of protest for covering nonpayment. Each Guarantor waives notice of any Default under the Notes or the Guaranteed Obligations. (c) Each Guarantor further agrees that its creditGuarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) Except as expressly set forth in Section 10.02, the DEBTOR delivers and/or will deliver obligations of each Guarantor hereunder shall not be subject to the LENDER: a) Promissory Notes in the form of Annex B of this Contractany reduction, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table IIIlimitation, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit counterclaim, recoupment or termination whatsoever or by reason of order and divisionthe invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. b(e) Addendum Subject to this Contract through which Rio das Contas Produtora de Petróleo LTDA will Section 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be constituted effective or be reinstated, as joint debtor the case may be, if at any time payment of, or any part thereof, principal of, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or any of its Subsidiaries or otherwise (subject in the Contractcase of interest, such that to any right the same, irrevocably and irreversibly, declares agreement Issuer may have to forgo or defer the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed payment thereof as contemplated by the DEBTOR in the Contract ("Amendment to the Contract"Section 2.02). c(f) Further Assurances In furtherance of the foregoing and not in Annexed Instruments properly definedlimitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, describedupon the failure of the Issuer to pay the principal of, or interest on (subject to any right the Issuer may have to forgo or defer the payment of interest as contemplated by Section 2.02), any Guaranteed Obligation when and characterized as the same shall become due, whether at maturity, by acceleration, if applicable, redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in Table VI. Paragraph One -- The Promissory Notes and Amendment cash, to the Contract, as described in items "a" and "b" above, will be submitted Trustee an amount equal to the LENDER within 15 sum of (fifteeni) days from the date this Contract is signedunpaid principal amount of such Guaranteed Obligations, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization (ii) if applicable, accrued and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásunpaid interest (including, through applicable contractual or statutory devices for its proper formalizationif applicable, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject deferred interest) on such Guaranteed Obligations (but only to the conditions established in this Contract, is extent not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the prohibited by applicable law) and (iii) all other monetary obligations of the DEBTOR Issuers to the Trustee. (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in this Contractrelation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Subject to the inapplicability of Sections 6.01 and 6.02 as contemplated by Section 2.02, it is hereby certain each Guarantor further agrees that, as between it, on the one hand, and agreed that the DEBTOR and/or guaranteeing third parties will constitute Trustee, on the Assignment of Credit Rights in favor other hand, if applicable, (i) the maturity of the LENDERGuaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Guarantee herein, by contractual notwithstanding any stay, injunction or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares other prohibition preventing such acceleration in respect of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Guaranteed Obligations guaranteed hereby, and (ii) in the referred-event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for purposes of this Section 10.01. (h) Each Guarantor also agrees to nonformalization pay any and all fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or depreciation, and/or loss any Holder in enforcing any rights under this Section 10.01. (i) Each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of collateral, under penalty of early termination of the transactionthis Indenture.

Guarantees. To guarantee 2.1 The Guarantor hereby guarantees to the Landlord: 2.1.1 that the Tenant will pay the Retainer and the Rent and Parking payment payable under the Tenancy Agreement at the times and in the manner required by the Tenancy Agreement and that the Tenant will perform and observe all the agreements on the part of the Tenant contained or implied in the Tenancy Agreement. 2.1.2 to pay the Retainer & Rent reserved in the Tenancy Agreement up to a maximum of (insert the total amount of rent divided by the number of tenants) £ within 10 days of receipt of a written demand from the Landlord addressed to the Guarantor, accompanied by a certificate from the Landlord, that either: a) the Tenant following demand has not paid the amount being demanded of the Guarantor when it was due under the Tenancy Agreement; or b) the Tenancy Agreement has been lawfully terminated; and i) Retainer & Rent in the amount being demanded would have been due if the Tenancy Agreement had still been subsisting; and ii) Retainer & Rent reserved by any new agreement relating to the property is not payable in full discharge by any other person for the period in respect of which Retainer and Rent is being demanded of the Guarantor 2.1.3 to pay to the Landlord within 10 days of demand, accompanied by written evidence of the amount claimed, a sum equal to one (insert third/quarter/fifth/sixth etc. according to number of tenants) of all obligationslosses, principal and accessorydamages, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that expenses of the LENDER incurs and/or may incur for covering its credit, Landlord arising from any breach of the DEBTOR delivers and/or will deliver tenants’ covenants in the Tenancy Agreement to pay to the LENDER: aLandlord within 10 days of demand, accompanied by written evidence of the amount claimed, a sum equal to one (insert third/quarter/fifth/sixth etc. according to number of tenants) Promissory Notes of all losses, damages,costs and expenses of the Landlord arising from any breach of the tenants’ covenants in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.Tenancy Agreement

Guarantees. To guarantee full discharge (a) The Buyers shall use their reasonable ---------- best efforts to cause themselves or one or more of their respective Affiliates to be substituted in all respects for SCL or its Affiliates (other than the Spirits Subsidiaries), as applicable, and for SCL or its Affiliates (other than the Spirits Subsidiaries), as applicable, to be otherwise removed or released, effective as of the Closing, in respect of all obligations, principal and accessory, that the DEBTOR assumes in this Contractobligations of SCL or its Affiliates (other 57 than Spirits Subsidiaries), as well applicable, under each of the guarantees, indemnities, surety bonds, letters of credit and letters of comfort given or obtained by SCL or its Affiliates (other than the Spirits Subsidiaries), as applicable, for the penaltiesbenefit of the Business or the Spirits Subsidiaries, judicial or extrajudicial costs including the guarantees set forth on Schedule 6.9(a)(i), but excluding SCL's guarantee of the JES Public Indebtedness, the QUIDS and expensesthe ACES (collectively, taxesthe "SCL GUARANTEES"), and similar charges that the LENDER incurs and/or may incur for covering all obligations of SCL or its creditAffiliates (other --------------- than Spirits Subsidiaries), the DEBTOR delivers and/or will deliver as applicable, in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to the LENDER:Seller. a(b) Promissory Notes If the Buyers and SCL have been unable to effect any such substitution, removal, release and termination with respect to any such SCL Guarantee effective as of the Closing, each of the Buyers agrees that after the Closing it shall use its reasonable best efforts to effect such substitution, removal and release and termination as soon as reasonably practicable. Each of the Buyers agrees to indemnify, pro rata in proportion to the form Buyer A Proportion and the Buyer B Proportion, and hold the Seller and its Affiliates (other than Spirits Subsidiaries), as applicable, harmless from and against and in respect of Annex B of this Contract, duly signed any and all Losses and settlements incurred by the authorized signatory Seller and its Affiliates (other than the Spirits Subsidiaries), as applicable, to the extent not caused by or resulting from any actions of the DEBTOR Seller or its Affiliates, after the Closing under or pursuant to any such SCL Guarantee or SCL's guarantee of any JES Public Indebtedness, QUIDS and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ACES which remain outstanding as of the Closing. ("Promissory Notesc) The Seller shall use its reasonable best efforts to cause itself or one or more of its Affiliates (other than the Spirits Subsidiaries) to be included substituted in all respects for the Spirits Subsidiaries and indicated in Table IIIfor the Spirits Subsidiaries to be otherwise removed or released, effective as of the Closing, in respect of all obligations of the capacity Spirits Subsidiaries under each of GUARANTOR(Sthe guarantees, indemnities, surety bonds, letters of credit and letters of comfort obtained by the Spirits Subsidiaries for the benefit of the Seller or its Affiliates (other than the Spirits Subsidiaries), CO-OBLIGOR(Sincluding the guarantees set forth on Schedule 6.9(c) jointly (collectively, the "SPIRITS SUBSIDIARY GUARANTEES") and severally with the DEBTOR ----------------------------- for all obligations under this Contract of the Spirits Subsidiaries in respect thereof to be terminated, with, in each case, such substitution, removal, release and Request for Disbursement termination to be in form and substance reasonably satisfactory to the Buyers. (d) If the Seller has been unable to effect any such substitution, removal, release and termination with respect to any such Spirits Subsidiary Guarantee effective as of the Closing, the Seller agrees that after the Closing it shall use its reasonable best efforts to effect such substitution, removal and release and termination as soon as possible. The Seller agrees to indemnify and hold the Buyers and their respective Affiliates (including the Spirits Subsidiaries), as applicable, harmless from and against and in respect of any and all Losses, claims, judgments and settlements incurred by the DEBTORBuyers and their respective Affiliates (including the Spirits Subsidiaries), and who may at as applicable, after the Closing under or pursuant to any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and divisionsuch Spirits Subsidiary Guarantee. b(e) Addendum The parties shall cooperate with each other to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in effect the Contract, such that the same, irrevocably and irreversibly, declares agreement substitutions referred to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionSection 6.9.

Guarantees. To guarantee full discharge (a) Each of all obligations, principal the Loan Guarantors hereby acknowledges and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver agrees to the LENDER: a) Promissory Notes in the form continuing authenticity and enforceability of Annex B of this Contract, duly signed by the authorized signatory each of the DEBTOR Guarantees notwithstanding the agreements set forth herein. Each of the Loan Guarantors hereby ratify and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included reaffirm each of the Guarantees in their entirety, confirm the continuing validity of each of the Guarantees and indicated agree that each of the Guarantees shall remain in Table III, full force and effect until the Obligations have been paid in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, full in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement cash to the terms Lenders and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the remaining obligations of the DEBTOR in Loan Parties to the Administrative Agent and the Lenders under the Loan Documents and this ContractFirst Amendment have been performed to the Administrative Agent’s and the Lenders’ satisfaction. The Guarantees are incorporated herein by reference. (b) Each of the Loan Guarantors agrees that, as of the date hereof, it is hereby certain has no claims or defenses of any kind by way of offset or otherwise to the payment and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights satisfaction in favor full of the LENDER, by contractual Obligations to the Administrative Agent or legal provisions applicable the Lenders pursuant to its proper formalization and registration, ensuring Assignment of Shares each of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Guarantees. To the referred-to nonformalization extent that any such claim or depreciationdefense may presently exist or may arise in the future, and/or loss of collateral, under penalty of early termination each of the transactionLoan Guarantors expressly waive any and all claims or defenses against any of the Released Parties that now or hereafter exist by reason of, among other things, and without limitation: (a) any and all amendments or modifications of any document or instrument; (b) any and all alterations, accelerations, extensions or other changes in the time or manner of payment or performance of the Obligations; (c) any and all increases or decreases in the rate of interest or other charges; (d) the release, substitution or addition of any collateral or any shareholder of the corporation; (e) any failure of Administrative Agent to give notice of default to the Loan Parties; (f) any failure of the Administrative Agent or the Lenders to pursue the Loan Parties or any of the Loan Parties’ property with due diligence; or (g) any failure of the Administrative Agent or the Lenders to resort to the Collateral or to remedies which may be available to it.

Guarantees. To guarantee (a) The Guarantors, either by execution of this Agreement or a Joinder, fully and, subject to the limitations on the effectiveness and enforceability set forth in this Agreement or such Joinder, as applicable, unconditionally guarantee, on a joint and several basis to each Lender and to the Administrative Agent and its successors and assigns on behalf of each Lender, the full payment of the Obligations. The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article XII notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in Dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of this Agreement, any failure to enforce the provisions of this Agreement, any waiver, modification or indulgence granted to the Borrowers with respect thereto by the Administrative Agent or the Lenders, or any other circumstance which may otherwise constitute a legal or equitable discharge of all obligationsa surety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal and accessoryamount of an Advance or the interest rate thereon or change the currency of payment with respect to any Advance, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrowers, any right to require that the DEBTOR assumes Administrative Agent pursue or exhaust its legal or equitable remedies against the Borrowers prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of the Borrowers to satisfy the outstanding principal of, interest on or any other amount payable under this Agreement prior to recourse against such Guarantor or its assets), protest or notice with respect to any Advance and all demands whatsoever, and each covenant that their Guarantee will not be discharged except by payment in full of the principal thereof and interest thereon or as otherwise provided in this ContractAgreement, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may including Section 12.4. If at any time any payment of any Obligation is rescinded or must be called otherwise restored or returned upon to honor the obligations here assumedinsolvency, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions bankruptcy or reorganization of the ContractBorrowers, ratifying it in its entirety and taking joint responsibility for all the Guarantors’ obligations assumed by the DEBTOR in the Contract ("Amendment hereunder with respect to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, such payment shall be 166 reinstated as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent or any Lender in enforcing any rights under this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionSection 12.1.

Guarantees. To guarantee (i) Holdings, on a senior unsecured basis (the “Holdings Guarantee”), hereby fully and unconditionally guarantees, to each Holder and to the Trustee and its successors and assignees (x) the full discharge and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture with respect to the Securities and (y) the full and punctual performance within applicable grace periods of all obligations, principal and accessory, that other obligations of the DEBTOR assumes in Company under this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver Indenture with respect to the LENDER: aSecurities and (ii) Promissory Notes each Limited Guarantor in the form a Collateral Rig Guarantor Family, on a senior secured basis, hereby severally in respect of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA each other Collateral Rig Guarantor Family ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) but jointly and severally among the entities within such Collateral Rig Guarantor Family) guarantees up to the applicable Secured Limited Guarantee Cap outstanding immediately prior to the refinancing of the Existing Secured Notes (the “Secured Limited Guarantees,” and together with Holdings Guarantee, the DEBTOR for “Guaranteed Obligations”) (x) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Contract Indenture with respect to the Securities and Request (y) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to the Securities, in each case subject to the Secured Limited Guarantee Cap. Each Guarantor of Securities further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any obligation. Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for Disbursement nonpayment. Each Guarantor of Securities waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder of Securities shall not be affected by (1) the DEBTORfailure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture with respect to the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture with respect to the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 11.06, any change in the ownership of such Guarantor. Each Guarantor of Securities further agrees that its Securities Guarantee herein constitutes a guarantee of payment (subject to the Secured Limited Guarantee Cap, if applicable), performance and who may at compliance when due (and not a guarantee of collection) and waives any time right to require that any resort be called upon had by any Holder or the Trustee to honor any Security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 9.01, 11.02 and 11.06 and subject to the Secured Limited Guarantee Cap, if applicable, the obligations here assumedof each Guarantor of Securities hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure ​ ​ of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture with respect to the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor of Securities further agrees that its Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions applicable otherwise, or to its proper formalization perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and registrationshall, ensuring Assignment upon receipt of Shares written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company to the referred-to nonformalization or depreciationHolders and the Trustee. Each Guarantor of Securities agrees that, and/or loss of collateralas between it, under penalty of early termination on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the transactionGuaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 11.01. Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

Guarantees. To guarantee full discharge (a) Section 1111 of all obligations, principal and accessory, the Base Indenture shall be amended as follows solely for the benefit of the Holders of the Notes; provided that this Article Six shall not become part of the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDERterms of any other series of Securities: a(i) Promissory Notes the second paragraph shall be superseded in the form of Annex B of this Contract, duly signed its entirety by the authorized signatory of following language: “Notwithstanding the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumedforegoing, in the event that of (a) a sale or other disposition of all or substantially all of the DEBTOR for assets of any reasonSubsidiary Guarantor, fails to make timely payments by way of what is owedmerger, waiving any benefit of order and division. consolidation or otherwise or (b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA a sale or other disposition of all or substantially all of the capital stock of any Subsidiary Guarantor, then the Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of the Subsidiary Guarantor) will be constituted as joint debtor released and relieved of any obligations under its Guarantee, except in the Contract, such that the same, irrevocably and irreversibly, declares agreement event of a sale or other disposition to the terms and conditions Company or any other Subsidiary Guarantor.”; and (ii) the following language shall be added to the end of the Contractthird paragraph: “Notwithstanding the foregoing, ratifying it any Subsidiary Guarantor will automatically be released from all obligations under its Guarantee, and such Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor.” (b) Section 1102 of the Base Indenture shall be superseded in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, describedfollowing language with respect to, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to solely for the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty benefit of the transaction’s coming due early. Paragraph Two -- The formalization and registration Holders of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of Notes; provided that this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is Section 1102 shall not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations part of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment terms of Credit Rights in favor any other series of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transaction.Securities:

Guarantees. To guarantee full discharge Each of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxesLoan Parties shall not, and similar charges that shall not permit any of its Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability of any other Person, except for the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDERfollowing: (i) Guarantees with respect to Indebtedness of a Loan Party or Subsidiary of a Loan Party, which Indebtedness is not restricted under any clause of Section 7.2.1 [Indebtedness] (without reference to clause (v) thereof), and Guarantees with respect to obligations (other than Indebtedness) of a Loan Party or Subsidiary of a Loan Party, provided that (a) Promissory Notes Guarantees by the Parent Company or its domestic Subsidiaries of Indebtedness and other obligations (other than obligations under Other Lender Provided Financial Service Products) of Foreign Subsidiaries shall not exceed in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may aggregate at any time be called upon to honor outstanding $20,000,000, and (b) Guarantees by the Parent Company or its domestic Subsidiaries of obligations here assumed, in respect of Other Lender Provided Financial Service Products of Foreign Subsidiaries shall not exceed in the event that the DEBTOR for aggregate at any reason, fails to make timely payments of what is owed, waiving any benefit of order and division.time outstanding $75,000,000; b(ii) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor Guarantees in the Contractordinary course of business owed to landlords for the payment of rent under real property leases and of obligations of suppliers, such that the samecustomers, irrevocably franchisees and irreversibly, declares agreement to the terms and conditions licensees of the ContractLoan Parties and their Subsidiaries, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract and ("Amendment to the Contract"). ciii) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights Guarantees in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionAdministrative Agent.”

Guarantees. To guarantee full discharge The Borrower covenants and agrees that at all times the Subsidiaries which have granted guarantees of all obligations, principal and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: a) Promissory Notes in the form part of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of the DEBTOR Borrower under or in this Contractconnection with the Syndicated Credit Agreement (or if the Syndicated Credit Agreement has terminated, under or in connection with the Syndicated Credit Agreement immediately prior to its termination), except for any Subsidiary which is not permitted to grant a Guarantee of the Loan Obligations pursuant to the terms of the Syndicated Credit Agreement (or if the Syndicated Credit Agreement has terminated, was not permitted to grant a Guarantee of the Loan Obligations pursuant to the terms of the Syndicated Credit Agreement immediately prior to its termination) (each, an “Exempt Subsidiary”), shall have, to the same extent, granted Guarantees of the Loan Obligations to the Lender, and such Guarantees shall be in substantially the same form as the guarantee granted under the Syndicated Credit Agreement (or if the Syndicated Credit Agreement has terminated, in substantially the same form as the guarantee last granted under the Syndicated Credit Agreement, subject to such changes as may be reasonably required by the Lender, and acceptable to the Borrower, acting reasonably, as a result of any changes in Applicable Law). At the time each such Guarantee is granted after the Effective Date, the Borrower shall also cause to be delivered to the Lender the following as they relate to such Guarantee and the applicable Guarantor: 7.1.1 a certificate of such Guarantor with copies of its constating documents, a list of its officers, directors, trustees and/or partners, as the case may be, who are executing or who have executed Loan Documents on its behalf with specimens of the signatures of those persons, and copies of the corporate (or other equivalent) proceedings taken to authorize it to execute, deliver and perform its obligations under the Loan Documents and all internal approvals and authorizations of such Guarantor to permit it to enter into and to perform its obligations in relation thereto; 7.1.2 if and to the extent the same can be obtained, a certificate of status, certificate of compliance or an equivalent certificate issued by the relevant Governmental Authority in respect of such Guarantor evidencing the status or good standing of such Guarantor in its jurisdiction of incorporation or formation; and 7.1.3 the opinion of counsel to such Guarantor, addressed to the Lender, in relation to, among other things, such other Guarantor, and the Loan Documents to which it is hereby certain a party and agreed that such other matters as the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionLender may reasonably require.

Guarantees. To (i) The Borrower will not cause or permit any of its Restricted Subsidiaries (other than a Guarantor), directly or indirectly, to guarantee full discharge any Indebtedness of all obligations, principal the Borrower or any other Guarantor unless such Restricted Subsidiary: (a) within 5 Business Days of the date on which it guarantees Indebtedness of the Borrower or any Guarantor executes and accessory, that the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to the LENDER: aAgent a guarantee to which such Restricted Subsidiary shall guarantee (each, a “Guarantee”) Promissory Notes all of the Borrower’s Obligations and other terms contained in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI Guarantee and subject to the conditions established contained in such Guarantee; and (b) delivers to the Agent an opinion of counsel (which may contain customary exceptions) that such Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes legal, valid, binding and enforceable obligation of such Restricted Subsidiary. (ii) Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Contract, Agreement and other Loan Documents until such Guarantee is released in accordance with the provisions of this Agreement. In the event of a sale or other transfer or disposition of all of the Capital Stock in any Guarantor to any Person that is not lodged within an Affiliate of the period prescribed Borrower in compliance with the terms of this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriateAgreement, or insufficient in the event all or substantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to secure the obligations a Person that is not an Affiliate of the DEBTOR Borrower in compliance with the terms of this ContractAgreement, it is hereby certain then, without any further action on the part of the Agent or any Lender, such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and agreed unconditionally cancelled, released and discharged of any obligations under its Guarantee, as evidenced by agreement, written instrument or confirmation executed by the Agent, upon request; provided, however that the DEBTOR and/or guaranteeing third parties Borrower delivers an Officers’ Certificate to the Agent certifying that the net cash proceeds of such sale or other disposition will constitute be applied in accordance with Section 2.3(b). In addition, upon the Assignment release or discharge of Credit Rights any guarantee of other Indebtedness which resulted in favor the creation of a Guarantee (except a discharge or release by or as a result of payment under such guarantee), the Guarantor of such Guarantee shall be deemed automatically and unconditionally cancelled, released and discharged of any obligations under its Guarantee, as evidenced by agreement, written instrument or confirmation executed by the Agent, upon request. The Borrower may cause any other Subsidiary of the LENDERBorrower to issue a Guarantee and become a Guarantor. (iii) Each Guarantee by a Restricted Subsidiary will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, by contractual as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or legal provisions applicable to its proper formalization and registration, ensuring Assignment fraudulent transfer or similar laws affecting the rights of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactioncreditors generally.

Guarantees. To (a) At issuance, the Notes will not be guaranteed. If, after the date of this Supplemental Indenture, (i) the Notes are not secured obligations on a pari passu basis with the obligations under the Company’s then primary credit facility (other than Permitted Liens) by perfected first-priority security interests in the same assets that constitute Collateral securing the obligations of the Company thereunder and (ii)(a) the Company’s then primary credit facility has the benefit of any guarantee full discharge from its Domestic Subsidiaries or (b) the Company or one or more of all obligationsits Domestic Subsidiaries enters into a guarantee of Senior Indebtedness (including under the Credit Agreement) or one or more of its Domestic Subsidiaries incurs Senior Indebtedness, principal and accessory, that in each case where the DEBTOR assumes Indebtedness described in this Contract, as well as clauses (ii)(a) or (ii)(b) in the penalties, judicial or extrajudicial costs and expenses, taxesaggregate, and similar charges without duplication in the amount of Indebtedness being calculated, on a consolidated basis outstanding at such time exceeds the Triggering Amount, then the Company shall, within 15 business days, cause each Domestic Subsidiary that is then a guarantor of the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will Company’s then primary credit facility to execute and deliver to the LENDER: a) Promissory Notes Trustee a supplemental indenture substantially in the form of Annex Exhibit B hereto pursuant to which such Domestic Subsidiary will guarantee (such guarantee being referred to as the “Triggering Guarantee”) payment of the Notes on a full and unconditional senior unsecured basis with such limitations as are set forth in the Triggering Guarantee. (b) Each Domestic Subsidiary that is required to deliver a guarantee pursuant to subsection (a) above (each, a “Guarantor”) hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Company under the Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations” and each such guarantee, a “Guarantee”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Guarantor, and that each Guarantor shall remain bound under this Article 6 notwithstanding any extension or renewal of any Guaranteed Obligation. (c) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of the Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (iv) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (v) any change in the ownership of each Guarantor, except as provided in Section 6.02(b) or Section 6.02(c). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. (d) Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any holder or the Trustee to any security held for payment of the Guaranteed Obligations. (f) The Guarantee of each Guarantor is, to the extent and in the manner set forth in Article 6, equal in right of payment to all existing and future pari passu Indebtedness, senior in right of payment to all existing and future subordinated Indebtedness of the Company and subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all secured Indebtedness of the relevant Guarantor and is made subject to such provisions of the Indenture. (g) Except as expressly set forth in Article 12 of the Base indenture and 6.02 and 6.06 of this ContractSupplemental Indenture, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumedof each Guarantor hereunder shall not be subject to any reduction, in the event that the DEBTOR limitation, impairment or termination for any reason, fails including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to make timely payments any defense of what is owedsetoff, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contractcounterclaim, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions recoupment or termination whatsoever or by reason of the Contractinvalidity, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty illegality or unenforceability of the transaction’s coming due earlyGuaranteed Obligations or otherwise. Paragraph Two -- The formalization and registration Without limiting the generality of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrásforegoing, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the DEBTOR failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor performance of the LENDERobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (h) Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by contractual acceleration, by redemption or legal provisions otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable to its proper formalization law) and registration, ensuring Assignment of Shares (iii) all other monetary obligations of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from Company to Holders and the referred-Trustee. (j) Each Guarantor agrees that it shall not be entitled to nonformalization or depreciationany right of subrogation in relation to Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, and/or loss of collateralas between it, under penalty of early termination on the one hand, and Holders and the Trustee, on the other hand, (i) the maturity of the transactionGuaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 6.01. (k) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any holder in enforcing any rights under this Section 6.01. (l) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture. (m) The foregoing is subject to any limitations required by applicable law.

Guarantees. To guarantee full discharge Each Guarantor unconditionally guarantees, jointly with each other Guarantor and severally, as a primary obligor and not merely as a surety, (a) the due and punctual payment by each Borrower (other than itself) of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Advances made to such Borrower, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of such Borrower to the Administrative Agent and each Lender under the Credit Agreement and the other Loan Documents (collectively, the “Guaranteed Parties”), whether such amounts shall have accrued prior to, on or after the Closing Date, (b) the due and punctual payment and performance of all obligationscovenants, principal agreements, obligations and accessoryliabilities of each Borrower (other than itself), monetary or otherwise, under or pursuant to the Credit Agreement and the other Loan Documents, and (c) the due and punctual payment and performance of all obligations of each Borrower (other than itself), monetary or otherwise, under each Interest Rate Agreement in effect on the Closing Date to which any Lender (or an Affiliate of a Lender) is a party and each Interest Rate Agreement entered into after the Closing Date with any counterparty that is a Lender (or an Affiliate of a Lender) at the DEBTOR assumes time such Interest Rate Agreement is entered into (all the monetary and other obligations referred to in the preceding clauses (a) through (c) being collectively called the “Obligations”). Anything contained in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver Agreement to the LENDER: a) Promissory Notes in the form of Annex B of this Contractcontrary notwithstanding, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the obligations of TRS and ROC hereunder, shall be limited to a maximum aggregate amount equal to the DEBTOR greatest amount that would not render such obligations subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable law (collectively, the “Fraudulent Transfer Laws”), in this Contracteach case after giving effect to all other liabilities of TRS and ROC contingent or otherwise, it is hereby certain that are relevant under the Fraudulent Transfer Laws and agreed after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of TRS and ROC, as the case may be, pursuant to (i) applicable law, or (ii) any agreement providing for an equitable allocation among TRS or ROC, as the case may be, and other Affiliates of Rayonier of obligations arising under Guarantees by such parties. Each Guarantor further agrees that the DEBTOR and/or guaranteeing third parties Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will constitute the Assignment remain bound upon its guarantee notwithstanding any extension or renewal of Credit Rights in favor of the LENDER, by contractual or legal provisions applicable to its proper formalization and registration, ensuring Assignment of Shares of the company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or depreciation, and/or loss of collateral, under penalty of early termination of the transactionany Obligation.