Common use of Repurchase of Notes upon a Change of Control Clause in Contracts

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Brazilian Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of ControlControl Triggering Event, each holder of the Issuer or Notes shall have the right to require that the Company repurchase all or any Guarantor part (no note of a principal amount of $2,000 or less will make an Offer to Purchase all outstanding be repurchased in part) of such holder’s Notes (the “Change of Control Offer”) at a purchase repurchase price in cash equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes to interest, if any, to, but excluding not including, the date of purchase; provided that, no such Offer to Purchase shall be required to repurchase (the extent the Person or group that acquires control in such “Change of Control transaction is Payment”). (b) Within 30 days following any Change of Control, the Company shall mail a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder of the Notes with a copy to the Trustee), which will specify Trustee stating: (i) that a Change of Control has occurred and that such Holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 101% of the principal amount of Notes subject thereof plus accrued and unpaid interest, if any, to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of repurchase; (ii) the offer and a settlement transaction or transactions that constitute the Change of Control Triggering Event; and (iii) the repurchase date for purchase (which shall be not earlier than 30 days or later than 60 days from the “Purchase Date”date such notice is mailed). (c) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will shall comply with the requirements of Rule 14e-1 under the Exchange Act (and any other securities laws and regulations thereunder to the extent applicable) those laws and all other regulations are applicable laws in making any Offer to Purchase, and connect with the above procedures will be deemed modified repurchase of Notes as necessary to permit such compliance. A Holder may tender all or any portion a result of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes Triggering Event. To the Offer to Purchase in extent that the manner, at the times and otherwise in compliance provisions of any securities laws or regulations conflict with the requirements set forth in this Indenture applicable to an Offer to Purchase made by Change of Control provisions of the Issuer or Notes, the Company shall comply with the applicable securities laws and purchases regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Notes by virtue of such conflicts. (d) On the Change of Control Date, the Company shall (i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described aboveOffer; (ii) deposit with the paying agent, to redeem all of which shall initially be the Notes that remain outstanding following such purchase at the purchase price Trustee, an amount equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at Payment in respect of all Notes or portions of Notes properly tendered and (iii) deliver or cause to be delivered to the time Trustee the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryNotes properly accepted.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following a (a) Subject to the terms of the Credit Agreement, upon the occurrence of any Change of Control, each Holder shall have the Issuer or right to require the repurchase of its Notes by the Company or any Guarantor will make in cash pursuant to an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes interest, if any, to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required . Subject only to the extent limitations of Article Ten, the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer Company shall, within five (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”5) not less than thirty calendar days or more than sixty calendar days after following the date of the offer and consummation of a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business transaction resulting in a Change of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make Control, mail an informed decision Offer Document with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the an Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (all outstanding Notes. Each Holder shall be entitled to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its the Notes owned by such Holder pursuant to an the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a an integral multiple of U.S.$1.00 $83.33 principal amount amount. (b) Prior to the time required for the mailing of an Offer Document with respect to an Offer to Purchase pursuant to paragraph (a), the Company will in good faith (i) seek to obtain any required consent of the holders of Senior Indebtedness so as to permit the making of the Offer to Purchase and that the minimum holding purchase of the Notes pursuant to this Section 4.14, or (ii) repay all or a portion of the holders of Senior Indebtedness to the extent necessary (including, if necessary, payment in full of such Senior Indebtedness and payment of any Holder must be no less than U.S.$10,000prepayment premiums, fees, expenses or penalties) to permit the making of the Offer to Purchase and the purchase of Notes pursuant to this Section 4.18 without such consent. Holders Following compliance by the Company with the requirements of the foregoing sentence, the Company shall, within the time required for the mailing of an Offer Document with respect to an Offer to Purchase pursuant to paragraph (a), mail such Offer. Failure to comply with such requirements shall be entitled to withdraw Notes tendered up to not relieve the close Company of business on the Expiration Date. its obligations under paragraph (a) of this Section 4.14. (c) On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to of the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1i) a third party makes accept for payment the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer Notes or the Company and purchases all Notes properly portions thereof validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that offer to Purchase, (ii) promptly mail to the Holders of not less than 90% the Notes so accepted for payment an amount equal to the purchase price of the aggregate Notes (or portions thereof) accepted for payment and shall promptly mail or deliver to such holders a new Note equal in principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all portion of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, surrendered. Any Notes not so accepted for payment will be promptly mailed or delivered to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryHolders.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described in ‎Section 4.02 of this First Supplemental Indenture, the Company is required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Notes, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Issuer Company will electronically deliver or the Company or any Guarantor will make an Offer mail a notice to Purchase all outstanding Notes at a purchase price equal to 101% each Holder of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided thatNotes, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date will specify be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes subject being purchased by the Company. (c) The Paying Agent will promptly deliver to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date each Holder of the offer and a settlement date Notes properly tendered payment for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchasesuch Notes, and the above procedures Trustee will promptly authenticate and deliver (or cause to be deemed modified as necessary transferred by book-entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its any Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the surrendered. (d) The Company will be is not required to make an Offer offer to Purchase upon repurchase Notes in connection with a Change of Control Repurchase Event if (1) a third party makes the Offer to Purchase such an offer in the manner, manner and at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to hereunder for such an Offer to Purchase offer made by the Issuer or the Company Company, and such third party purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or its offer. (2e) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the If Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes accept validly tender and do not withdraw such Notes in an Offer offer to Purchase repurchase the Notes in connection with a Change of Control Repurchase Event and the Issuer, the Company (or one of its Affiliates) or a third party purchases all of the Notes held validly tendered and not withdrawn by such Holders, the Issuer and the Company will have the right, on upon not less than thirty 10 nor more than sixty calendar 60 days’ prior written notice thereafter (with a copy to the Holders of Notes and the Trustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described abovePayment Date, to redeem all of the Notes that remain outstanding following such purchase at the purchase a redemption price in cash equal to that in 101% of the Offer to Purchase plusprincipal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date. (f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent not included those laws and regulations are applicable in connection with the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that remain outstandingthe provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Indenture or the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this ‎Section 4.04 or the date Notes by virtue of redemption. compliance with such securities laws and regulations. (g) Notwithstanding anything to the contrary contained hereinin the Indenture or otherwise, an Offer for the avoidance of doubt, the Company’s obligation to Purchase may be made in advance of repurchase Notes upon a Change of Control, conditioned upon Control Repurchase Event may be waived by the consummation Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected by such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessarywaiver.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of ControlControl Triggering Event, each holder of the Issuer or Notes shall have the right to require that the Company repurchase all or any Guarantor part (no note of a principal amount of $2,000 or lesss will make an Offer to Purchase all outstanding be repurchased in part) of such holder’s Notes (the “Change of Control Offer”) at a purchase repurchase price in cash equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes interest, if any, to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to repurchase (the extent the Person or group that acquires control in such “Change of Control transaction is Payment”). (b) Within 30 days following any Change of Control, the Company shall mail a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder of the Notes with a copy to the Trustee), which will specify Trustee stating: (i) that a Change of Control has occurred and that such Holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 101% of the principal amount of Notes subject thereof plus accrued and unpaid interest, if any, to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of repurchase; (ii) the offer and a settlement transaction or transactions that constitute the Change of Control Triggering Event; and (iii) the repurchase date for purchase (which shall be not earlier than 30 days or later than 60 days from the “Purchase Date”date such notice is mailed). (c) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will shall comply with the requirements of Rule 14e-1 under the Exchange Act (and any other securities laws and regulations thereunder to the extent applicable) those laws and all other regulations are applicable laws in making any Offer to Purchase, and connect with the above procedures will be deemed modified repurchase of notes as necessary to permit such compliance. A Holder may tender all or any portion a result of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes Triggering Event. To the Offer to Purchase in extent that the manner, at the times and otherwise in compliance provisions of any securities laws or regulations conflict with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice Change of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment Control provisions of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuernotes, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the notes by virtue of such conflicts. (or one d) On the Change of its Affiliates) or a third party purchases all the Notes held by such HoldersControl Date, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter shall (with a copy to the Trustee), given not more than thirty calendar days following the purchase i) accept for payment all Notes or portions of notes properly tendered pursuant to the Change of Control offer described aboveOffer; (ii) deposit with the paying agent, to redeem all of which shall initially be the Notes that remain outstanding following such purchase at the purchase price Trustee, an amount equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at Payment in respect of all Notes or portions of notes properly tendered and (iii) deliver or cause to be delivered to the time Trustee the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessarynotes properly accepted.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of ControlControl Triggering Event, each Holder of the Issuer or Notes shall have the right to require that the Company repurchase all or any Guarantor part (no note of a principal amount of $2,000 or less will make an Offer to Purchase all outstanding be repurchased in part) of such Holder’s Notes (the “Change of Control Offer”) at a purchase repurchase price in cash equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes to interest, if any, to, but excluding excluding, the date of purchase; provided that, no such Offer to Purchase shall be required to repurchase (the extent the Person or group that acquires control in such “Change of Control transaction is Payment”). (b) Within 30 days following any Change of Control Triggering Event, the Company shall mail a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder of the Notes, with a copy to the Trustee), which will specify stating: (i) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of Notes subject to repurchase; (ii) the offer and transaction or transactions that constitute the purchase price. The offer must specify an expiration Change of Control Triggering Event; (iii) the repurchase date (which shall be not earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Expiration Change of Control Payment Date”); and (iv) not less than thirty calendar days or more than sixty calendar days after the date of the offer and procedures that a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer Holder must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected follow in order to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to properly tender such Holder’s Notes pursuant to the offer. Change of Control Offer. (c) The Issuer or the Company launching the Offer to Purchase will shall comply with the requirements of Rule 14e-1 under the Exchange Act (and any other securities laws and regulations thereunder to the extent applicable) those laws and all other regulations are applicable laws in making any Offer to Purchase, and connection with the above procedures will be deemed modified repurchase of Notes as necessary to permit such compliance. A Holder may tender all or any portion a result of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes Triggering Event. To the Offer to Purchase in extent that the manner, at the times and otherwise in compliance provisions of any securities laws or regulations conflict with the requirements set forth in this Indenture applicable to an Offer to Purchase made by Change of Control provisions of the Issuer or Notes, the Company shall comply with the applicable securities laws and purchases regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Notes by virtue of such conflicts. (d) On the Change of Control Payment Date, the Company shall (i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described aboveOffer; (ii) deposit with the Paying Agent, to redeem all of which shall initially be the Notes that remain outstanding following such purchase at the purchase price Trustee, an amount equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the time Trustee the Offer to Purchase is made. The Company agrees to obtain all necessary consents Notes properly accepted and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryTrustee shall cancel such Notes.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 1110. In the Change of Control Offer, the Issuer or Company will offer a payment in cash (the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on such the Notes repurchased to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Change of Control Payment Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase), subject to the requirement rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 1110 and that all Notes tendered will be accepted for payment; (2) the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed; (3) that any portion Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Note tendered must Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 1110 by virtue of such compliance. On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Company will, to the extent lawful: (1) accept for purchase payment all Notes or portions of Notes properly tendered pursuant to the Offer Change of Control Offer; (2) deposit with the Paying Agent an amount equal to Purchasethe Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and interest on the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes purchased surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note so accepted for payment will cease to accrue interest on and after the Purchase Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notwithstanding anything to the foregoingcontrary in this Section 1110, neither the Issuer nor the Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 1110 applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all Offer. A Change of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Control Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to Purchase is madethe sixth paragraph of this Section 1110 will have the status of Notes issued and Outstanding. The In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer and the Company agrees (or any third party making such Change of Control Offer, in lieu of the Company, as described in the sixth paragraph of this Section 1110) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following a Change of Control Payment Date, to obtain all necessary consents redeem all, but not less than all, of the Notes that remain Outstanding at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchaseunpaid interest, if necessaryany, on the Notes that remain Outstanding, to the Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change in Control occurs, unless the Company has previously or concurrently exercised its right to redeem all of Controlthe Notes pursuant to Sections 3.01 or 3.02, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 4.11. In the Change of Control Offer, the Issuer or Company shall offer a payment in cash (the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on such the Notes repurchased to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Change of Control Payment Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase), subject to the requirement rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control, offering to repurchase the Notes on the Change of Control Payment Date and stating: (i) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed; (iii) that any portion Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have a Note tendered must purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 only; (vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date. ; (vii) that Holders will be entitled to withdraw their election if the Company, the depository or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. (b) On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Company shall, to the extent lawful: (i) accept for purchase payment all Notes or portions of Notes properly tendered pursuant to the Offer Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to Purchasethe Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent shall promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and interest on the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes purchased will surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note so accepted for payment shall cease to accrue interest on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor Change of Control Payment Date unless the Company will defaults in making the Change of Control Payment. (d) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) Section 4.11 shall be applicable regardless of whether any other provisions of this Indenture are applicable due to the circumstances described in Section 4.17. (f) Notwithstanding anything to contrary in this Section 4.11, the Company shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in of this Indenture applicable Section 4.11 to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all Offer. (g) A Change of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Control Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer shall have the status of Notes issued but not outstanding or shall be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to Purchase is madeclause (f) of Section 4.11 shall have the status of Notes issued and outstanding. (h) In the event that Holders of at least 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer, in lieu of the Company, pursuant to clause (f) of Section 4.11) purchases all of the Notes held by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following a Change of Control Payment Date, to redeem all, but not less than all, of the Notes that remain outstanding at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (i) On the purchase date the purchase price shall become due and payable on each Note accepted for purchase, and interest on Notes purchased shall cease to accrue on and after the purchase date. The Trustee shall promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part. (j) The Company agrees shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to obtain all necessary consents the extent those laws and approvals from regulations are applicable in connection with the Central Bank for repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any remittance securities laws or regulations conflict with the Change of funds outside Control provisions of Brazil prior this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to making any Offer to Purchase, if necessaryhave breached its obligations under this Section 4.11 by virtue of such compliance.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl Event, the Issuer or the Company or any Guarantor Guarantors will make an Offer to Purchase all outstanding Outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to up to, but excluding not including the date of purchaserepurchase; provided that, no that the Issuer or the Guarantors shall not be required to make such an Offer to Purchase shall be required if (a) third party makes such an Offer to Purchase in the extent manner, at the Person times and otherwise in compliance with, the requirements set forth in this Section 4.12 with respect to an Offer to Purchase made by the Issuer or group that acquires control in the Guarantors and (b) such Change of Control transaction is a Qualified Investorthird party purchases all Notes validly tendered and not withdrawn under its Offer to Purchase. An “Offer to Purchase” must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for the purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information concerning required by the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to PurchaseSecurities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender Notes notes pursuant to the offer. The Issuer A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the Company launching requirement that any portion of a Note tendered must be in a denomination of U.S.$200,000 and integral multiples of U.S.$1,000 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Issuer and the Guarantors will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 1110. In the Change of Control Offer, the Issuer or Company will offer a payment in cash (the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on such the Notes repurchased to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Change of Control Payment Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase), subject to the requirement rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 1110 and that all Notes tendered will be accepted for payment; (2) the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is sent; (3) that any portion Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Note tendered must Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with Section 1110, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 1110 by virtue of such compliance. On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Company will, to the extent lawful: (1) accept for purchase payment all Notes or portions of Notes properly tendered pursuant to the Offer Change of Control Offer; (2) deposit with the Paying Agent an amount equal to Purchasethe Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and interest on the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes purchased surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note so accepted for payment will cease to accrue interest on and after the Purchase Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notwithstanding anything to the foregoingcontrary in this Section 1110, neither the Issuer nor the Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 1110 applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 paragraph 5 of the Notes unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the A Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to Purchase is madethe sixth paragraph of this Section 1110 will have the status of Notes issued and Outstanding. The In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer and the Company agrees (or any third party making such Change of Control Offer, in lieu of the Company, as described in the sixth paragraph of this Section 1110) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following a Change of Control Payment Date, to obtain all necessary consents redeem all, but not less than all, of the Notes that remain Outstanding at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchaseunpaid interest, if necessaryany, on the Notes that remain Outstanding, to the Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of ControlControl (other than in connection with the Spin-Off), each Holder will have the right to require that the Issuer purchase all or a portion of such Holder’s Notes pursuant to the Company or any Guarantor will make an Offer to Purchase all outstanding Notes offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes thereon to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to . Within 30 days following the extent date upon which the Person or group that acquires control in such Change of Control transaction is occurred, the Issuer must send a Qualified Investor. An “Offer written notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), which will specify notice shall govern the principal amount terms of Notes subject to the offer and Change of Control Offer. Such notice shall state, among other things, the purchase price. The offer date, which (unless otherwise required by law) must specify an expiration be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Expiration Change of Control Payment Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date). The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected notice to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the offerChange of Control Offer. The Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest and Additional Interest, if any) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest and Additional Interest, if any, if interest is then accruing; (4) that, unless the Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (defaults in making payment therefor, any Note accepted for payment pursuant to the extent applicableChange of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; (5) and all other applicable laws in making any that Holders electing to have a Note purchased pursuant to a Change of Control Offer to Purchase, and the above procedures will be deemed modified as necessary required to permit such compliance. A (A) surrender the Note, with the form entitled “Option of Holder may tender all or any portion to Elect Purchase” on the reverse of its Notes pursuant to an Offer to Purchasethe Note completed, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day prior to the Change of Control Payment Date and (B) if the Note is a Global Note, to comply with applicable DTC procedures; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date. On , a facsimile transmission or letter setting forth the Purchase Date name of the purchase price will become due and payable on each Note accepted Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (7) the circumstances and relevant facts regarding such Change of Control. (b) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Offer extent that the provisions of any securities laws or regulations conflict with this Section 4.11, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Datehave breached its obligations under this Section 4.11 by virtue thereof. Notwithstanding anything to the foregoingcontrary in this Section 4.11, neither the Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Section 4.11 and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryOffer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl occurs, unless the Issuer has previously or concurrently mailed or delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 3.03, the Issuer or the Company or any Guarantor will shall make an Offer offer to Purchase purchase all outstanding of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes interest, if any, to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required subject to the extent right of Holders of the Person or group that acquires control in Notes of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (first-class mail, with a copy to the Trustee), to each Holder of Notes to the address of such Holder appearing in the Register with a copy to the Trustee or otherwise in accordance with the procedures of DTC, with the following information: (i) that a Change of Control Offer is being made pursuant to this Section 4.12 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (ii) the purchase price, including any portion thereof representing accrued interest, and the purchase date, which will specify be no earlier than 30 days nor later than 60 days from the principal amount date such notice is mailed or given in accordance with the procedures of Notes subject to the offer and the purchase price. The offer must specify an expiration date DTC (the “Expiration Change of Control Payment Date”); (iii) that any Note not less than thirty calendar days or more than sixty calendar days after properly tendered will remain outstanding and continue to accrue interest; (iv) that unless the date Issuer defaults in the payment of the offer and a settlement date Change of Control Payment, all Notes accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes payment pursuant to the offer. The Issuer Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (procedures of DTC, to the extent applicable) and all other applicable laws paying agent specified in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to notice at the requirement that any portion of a Note tendered must be address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (vii) if the Notes are certificated and the Issuer is redeeming less than all of the Notes, that the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof; and (viii) the other instructions, as determined by the Issuer, consistent with this Section 4.12, that a Holder must follow. (b) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.12 by virtue thereof. (c) On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Issuer shall, to the extent permitted by law, (i) accept for purchase payment all Notes issued by it or portions thereof properly tendered pursuant to the Offer Change of Control Offer, (ii) no later than 11:00 a.m., New York City time, deposit with the Paying Agent an amount equal to Purchasethe aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and (iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and interest on Notes purchased will cease to accrue on and after by the Purchase Date. Notwithstanding the foregoing, neither the Issuer. (d) The Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon following a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.12 applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemptionOffer. Notwithstanding anything to the contrary contained herein, an a Change of Control Offer to Purchase may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance Change of funds outside of Brazil prior to making any Offer to Purchase, if necessaryControl Offer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl occurs, each Holder of Notes shall have the Issuer or right to require the Company to repurchase all or any Guarantor will make part (equal to $2,000 or a higher multiple of $1,000) of that Holder’s Notes pursuant to an Offer to Purchase all outstanding Notes at (the “Change of Control Offer”). In such Change of Control Offer, the Company will offer a purchase price payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on such Notes thereon, if any, to but excluding the date of purchase; provided that. (b) Within 30 days following any Change of Control, no the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such Offer to Purchase notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 3.04 and described in such notice. (c) On or before the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer Offer; (2) deposit with a copy the Paying Agent an amount equal to the Trustee), which will specify Change of Control Payment in respect of all Notes or portions thereof properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes subject or portions thereof being purchased by the Company. (d) The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date Change of the offer and a settlement date Control Payment for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchasesuch Notes, and the above procedures Trustee will promptly authenticate and mail (or cause to be deemed modified as necessary transferred by book entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its the Notes pursuant to an Offer to Purchasesurrendered, subject to the requirement if any; provided that any portion of a such new Note tendered must will be in a principal amount of $2,000 or a higher integral multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders $1,000. (e) This Section 4.11 shall be entitled to withdraw Notes tendered up to the close applicable regardless of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the whether any other Sections of this Indenture are applicable. (f) The Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this the Indenture as described above under Section 3.05 3.01, unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company . (or one of its Affiliatesg) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the A Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance Change of funds outside of Brazil prior to making any Offer to Purchase, if necessaryControl Offer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, each Holder will have the Issuer or right to require that the Company purchase all or any Guarantor will make an Offer a portion of such Holder’s Notes pursuant to Purchase all outstanding Notes the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes thereon to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to . Within 30 days following the extent date upon which the Person or group that acquires control in such Change of Control transaction is occurred, the Company must send, by first class mail, a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), which will specify notice shall govern the principal amount terms of Notes subject to the offer and Change of Control Offer. Such notice shall state, among other things, the purchase price. The offer date, which, unless otherwise required by law, must specify an expiration be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Expiration Change of Control Payment Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date). The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected notice to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the offerChange of Control Offer. The Issuer or Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (defaults in making payment therefor, any Note accepted for payment pursuant to the extent applicableChange of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) and all other applicable laws in making any that Holders electing to have a Note purchased pursuant to a Change of Control Offer to Purchase, and the above procedures will be deemed modified as necessary required to permit such compliance. A (a) surrender the Note, with the form entitled “Option of Holder may tender all or any portion to Elect Purchase” on the reverse of its Notes pursuant to an Offer to Purchasethe Note completed, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day prior to the Change of Control Payment Date and (b) if the Note is a Global Note, to comply with applicable DTC procedures; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date. On , a facsimile transmission or letter setting forth the Purchase Date name of the purchase price will become due and payable on each Note accepted Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control. (b) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Offer extent that the provisions of any securities laws or regulations conflict with this Section 4.11, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Datehave breached its obligations under this Section 4.11 by virtue thereof. Notwithstanding anything to the foregoingcontrary in this section, neither the Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company section and purchases all Notes properly notes validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryOffer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of ControlControl Triggering Event, each Holder of the Issuer or Notes of any series shall have the right to require that the Company repurchase all or any Guarantor part (no note of a principal amount of $2,000 or less will make an Offer to Purchase all outstanding be repurchased in part) of such Holder’s Notes (the “Change of Control Offer”) at a purchase repurchase price in cash equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes interest, if any, to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to repurchase (the extent the Person or group that acquires control in such “Change of Control transaction is Payment”). (b) Within 30 days following any Change of Control Triggering Event, the Company shall mail a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder of the Notes of that series, with a copy to the Trustee), which will specify stating: (i) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 101% of the principal amount of Notes subject thereof plus accrued and unpaid interest, if any, to the offer and date of repurchase; (ii) the purchase price. The offer must specify an expiration transaction or transactions that constitute the Change of Control Triggering Event; (iii) the repurchase date (which shall be not earlier than 30 days or later than 60 days from the date such notice is mailed) (the “Expiration Change of Control Payment Date”); and (iv) not less than thirty calendar days or more than sixty calendar days after the date of the offer and procedures that a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer Holder must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected follow in order to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to properly tender such Holder’s Notes pursuant to the offer. Change of Control Offer. (c) The Issuer or the Company launching the Offer to Purchase will shall comply with the requirements of Rule 14e-1 under the Exchange Act (and any other securities laws and regulations thereunder to the extent applicable) those laws and all other regulations are applicable laws in making any Offer to Purchase, and connection with the above procedures will be deemed modified repurchase of Notes as necessary to permit such compliance. A Holder may tender all or any portion a result of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes Triggering Event. To the Offer to Purchase in extent that the manner, at the times and otherwise in compliance provisions of any securities laws or regulations conflict with the requirements set forth in this Indenture applicable to an Offer to Purchase made by Change of Control provisions of the Issuer or Notes, the Company shall comply with the applicable securities laws and purchases regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Notes by virtue of such conflicts. (d) On the Change of Control Payment Date, the Company shall (i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described aboveOffer; (ii) deposit with the Paying Agent, to redeem all of which shall initially be the Notes that remain outstanding following such purchase at the purchase price Trustee, an amount equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at Payment in respect of all Notes or portions of Notes properly tendered and (iii) deliver or cause to be delivered to the time Trustee the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryNotes properly accepted.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (1) In the event that a Change of ControlControl has occurred, the Issuer or unless the Company has exercised its right to redeem all of the Notes under Sections 3.7 or 3.8, (a) the Company must notify each Holder of Notes within 30 days following such Change of Control by mailing a notice (the “Change of Control Offer”) to each Holder, with a copy to the Trustee in accordance with Section 10.1(5)(e); and (b) each Holder of Notes will have the right, at such Holder’s option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the “Change of Control Offer”), to require the Company to repurchase all or any Guarantor will make part of such Holder’s Notes (provided, that the principal amount of such Notes must be US$1,000 or an integral multiple thereof) on a date (the “Change of Control Payment Date”) that is no earlier than 30 days and no later than 60 days after the Change of Control Offer to Purchase all outstanding Notes is mailed, at a purchase cash price equal to 101% of the principal amount thereof (the “Change of Notes repurchased plus Control Purchase Price”), together with accrued and unpaid interest on such Notes to but excluding the date of purchase; provided thatand Registration Default Damages, no such Offer to Purchase shall be required if any, and Additional Amounts, if any, to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer Payment Date (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and right of Holders of record on the purchase price. The offer must specify an expiration relevant record date to receive interest due on the relevant Interest Payment Date). (2) On the “Expiration Change of Control Payment Date”) not less than thirty calendar days , or more than sixty calendar days after at least one Business Day immediately preceding the date Change of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision Control Payment Date with respect to (b) below, the Offer to Purchase. The offer will also contain instructions Company shall: (a) accept for payment Notes or portions thereof (in integral multiples of US$1,000) properly and materials necessary to enable Holders to tender Notes timely tendered pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if Offer, (1b) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance deposit with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or Paying Agent for the Company an amount equal to the Change of Control Payment (together with accrued and purchases unpaid interest and Registration Default Damages, if any, and Additional Amounts, if any) of all Notes properly so tendered and to, but not withdrawn under including, the Offer Change of Control Payment Date, and (c) deliver or cause to Purchase or (2) notice of redemption for all outstanding be delivered to the Trustee the Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of so accepted together with an Officers’ Certificate stating the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, or portions thereof being purchased by the Company (or one of its Affiliates) or a third party purchases all the Notes held and any other information reasonably requested by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following . (3) The Paying Agent promptly will pay the purchase pursuant Holders of Notes so accepted an amount equal to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, Payment (together with accrued and unpaid interest and additional amountsRegistration Default Damages, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Controland Additional Amounts, if a definitive agreement is in place for any, to, but not including, the Change of Control at Payment Date) and the time Trustee promptly will authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Offer Note surrendered, if any; provided that each such new Note will be in a principal amount of US$1,000 or an integral multiple thereof. Any Notes not so accepted will be delivered promptly by the Company to Purchase is madethe Holder thereof. The Company agrees to obtain all necessary consents and approvals from publicly will announce the Central Bank for any remittance results of funds outside the Change of Brazil prior to making any Control Offer to Purchase, if necessaryon or as soon as practicable after the Change of Control Payment Date.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Ratings Decline, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer ―Offer to Purchase” Purchase‖ must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”―Expiration Date‖) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”―Purchase Date‖) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Guarantor and its Subsidiaries that would reasonably be expected to which the Guarantor in good faith believes will enable the Holders holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders holders to tender Notes pursuant to the offer. The Issuer or the Company Guarantor launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder holder must be no less than U.S.$10,000U.S.$200,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding Neither the foregoingIssuer nor the Guarantor is required to offer to purchase the Notes unless the event that results in a Change of Control also results in a Ratings Decline. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, neither the Issuer nor the Company Guarantor would be required to offer to repurchase the Notes. In addition, neither the Issuer nor the Guarantor will be required to make an Offer to Purchase upon a Change of Control if (1i) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Guarantor and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2ii) notice of redemption for all outstanding Notes has been given pursuant to Section 3.04 of this Indenture as described above under Section 3.05 Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, the Trustee shall have no obligation to monitor the ratings of the Issuer. In the event that the Holders holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company Guarantor (or one of its Affiliates) or a third party purchases all the Notes held by such Holdersholders, the Issuer and the Company Guarantor will have the right, on not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trusteetrustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be maybe made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company Guarantor agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change in Control occurs, unless the Company has previously or concurrently exercised its right to redeem all of Controlthe Notes pursuant to Sections 3.01, 3.02 or 3.03, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 4.11. In the Change of Control Offer, the Issuer or Company shall offer a payment in cash (the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on such the Notes repurchased to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Change of Control Payment Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase), subject to the requirement rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control, offering to repurchase the Notes on the Change of Control Payment Date and stating: (i) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed; (iii) that any portion Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have a Note tendered must purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 only; (vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date. ; (vii) that Holders will be entitled to withdraw their election if the Company, the depository or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. (b) On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Company shall, to the extent lawful: (i) accept for purchase payment all Notes or portions of Notes properly tendered pursuant to the Offer Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to Purchasethe Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent shall promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and interest on the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes purchased will surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note so accepted for payment shall cease to accrue interest on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor Change of Control Payment Date unless the Company will defaults in making the Change of Control Payment. (d) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) Section 4.11 shall be applicable regardless of whether any other provisions of this Indenture are applicable due to the circumstances described in Section 4.17. (f) Notwithstanding anything to contrary in this Section 4.11, the Company shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in of this Indenture applicable Section 4.11 to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all Offer. (g) A Change of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Control Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer shall have the status of Notes issued but not outstanding or shall be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to Purchase is madeclause (f) of Section 4.11 shall have the status of Notes issued and outstanding. (h) In the event that Holders of at least 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer, in lieu of the Company, pursuant to clause (f) of Section 4.11) purchases all of the Notes held by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following a Change of Control Payment Date, to redeem all, but not less than all, of the Notes that remain outstanding at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (i) On the purchase date the purchase price shall become due and payable on each Note accepted for purchase, and interest on Notes purchased shall cease to accrue on and after the purchase date. The Trustee shall promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part. (j) The Company agrees shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to obtain all necessary consents the extent those laws and approvals from regulations are applicable in connection with the Central Bank for repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any remittance securities laws or regulations conflict with the Change of funds outside Control provisions of Brazil prior this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to making any Offer to Purchase, if necessaryhave breached its obligations under this Section 4.11 by virtue of such compliance.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl Event, the Issuer or the Company or any Guarantor Guarantors will make an Offer to Purchase all outstanding Outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to up to, but excluding not including the date of purchaserepurchase; provided that, no that the Issuer or the Guarantors shall not be required to make such an Offer to Purchase shall be required if (a) third party makes such an Offer to Purchase in the extent manner, at the Person times and otherwise in compliance with, the requirements set forth in this Section 4.12 with respect to an Offer to Purchase made by the Issuer or group that acquires control in the Guarantors and (b) such Change of Control transaction is a Qualified Investorthird party purchases all Notes validly tendered and not withdrawn under its Offer to Purchase. An “Offer to Purchase” must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for the purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information concerning required by the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to PurchaseSecurities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender Notes notes pursuant to the offer. The Issuer A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the Company launching requirement that any portion of a Note tendered must be in a denomination of U.S.$200,000 and integral multiples of U.S.$1.00 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Issuer and the Guarantors will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not (a) In the event that there shall occur a Change of Control, each Holder of Notes shall have the right, at such Holder's option, to require the Issuer to purchase all or any part of such Holder's Notes on a date 44 (the "REPURCHASE DATE") that is no later than thirty calendar 90 days following a after notice of the Change of Control, at 101% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail or the Company or any Guarantor will make an Offer cause to Purchase be mailed, to all outstanding Notes at a purchase price equal to 101% Holders of the principal amount record of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to regarding the Change of Control offer described aboveand the repurchase right. The notice shall state the Repurchase Date, the date by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to redeem all exercise such right. Substantially simultaneously with mailing of the Notes that remain outstanding following notice, the Issuer shall cause a copy of such purchase at the purchase price equal notice to that be published in a newspaper of general circulation in the Offer to Purchase plusBorough of Manhattan, The City of New York. To exercise such right, the Holder of such Note must deliver at least ten days prior to the extent not included in Repurchase Date written notice to the Offer Issuer (or an agent designated by the Issuer for such purpose) of the Holder's exercise of such right, together with the Note with respect to Purchase paymentwhich the right is being exercised, accrued duly endorsed for transfer; PROVIDED, HOWEVER, that if mandated by applicable law, a Holder may be permitted to deliver such written notice nearer to the Repurchase Date than may be specified by the Issuer. (c) The Issuer will comply with applicable law, including Section 14(e) of Exchange Act and unpaid interest and additional amountsRule 14e-1 thereunder, if anyapplicable, on if the Notes that remain outstanding, Issuer is required to the date give a notice of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance a right of repurchase as a result of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not (a) In the event that there shall occur a Change of Control, each Holder of Notes shall have the right, at such Holder’s option, to require the Issuer to purchase all or any part of such Holder’s Notes on a date (the “Repurchase Date”) that is no later than thirty calendar 90 days following a after notice of the Change of Control, at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail, or cause to be mailed, to all Holders of record of Notes and the Company Trustee, a notice regarding the Change of Control and the repurchase right. The notice shall state the Repurchase Date, the date by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. To exercise such right, the Holder of such Note must deliver, at least ten days prior to the Repurchase Date, written notice to the Issuer (or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% agent designated by the Issuer for such purpose) of the principal amount Holder’s exercise of Notes repurchased plus accrued and unpaid interest on such Notes right, together with the Note with respect to but excluding which the date of purchaseright is being exercised, duly endorsed for transfer; provided thatprovided, no however, that if mandated by applicable law, a Holder may be permitted to deliver such Offer to Purchase shall be required written notice nearer to the extent Repurchase Date than may be specified by the Person or group Issuer. (c) Notices may be delivered prior to the occurrence of a Change of Control stating that acquires control in the Change of Control offer is conditional on the occurrence of such Change of Control, and, if applicable, shall state that, in the Issuer’s discretion, the Repurchase Date may be delayed until such time as the Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must shall occur, or that such repurchase may not occur and such notice may be made rescinded in the event that the Issuer shall determine that such condition will not be satisfied by written offer the Repurchase Date, or by the Repurchase Date as so delayed. (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”d) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under applicable law, including Section 14(e) of the Exchange Act (and Rule 14e-1 thereunder, if applicable, if the Issuer is required to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion give a notice of a Note tendered must be in right of repurchase as a multiple result of U.S.$1.00 principal amount and that the minimum holding a Change of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price Control. (e) The Issuer will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will not be required to make an Offer to Purchase upon a Change of Control offer following a Change of Control if (1) a third party makes the Offer to Purchase Change of Control offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Section 4.12 and purchases all such Notes properly validly tendered and not withdrawn under the Offer to Purchase or such Change of Control offer. (2f) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the If Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes accept validly tender and do not validly withdraw such Notes in an Offer to Purchase in connection with a Change of Control and the Issuer, the Company (or one of its Affiliates) or a any third party making an Offer to Purchase in lieu of the Issuer as permitted by this Section 4.12, purchases of all of the Notes held validly tendered and not withdrawn by such Holders, the Issuer and the Company will or such third party shall have the right, on upon not less than thirty 10 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trustee)notice, given not more than thirty calendar 30 days following the such purchase pursuant to the Change of Control offer described abovein this Section 4.12, to redeem all of the Notes that remain outstanding following such purchase at the purchase a redemption price in cash equal to that in 101% of the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, principal amount thereof plus accrued and unpaid interest and additional amountsinterest, if any, on the Notes that remain outstandingto, to but not including, the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Ratings Decline, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Guarantor and its Subsidiaries that would reasonably be expected to which the Guarantor in good faith believes will enable the Holders holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders holders to tender Notes pursuant to the offer. The Issuer or the Company Guarantor launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder holder must be no less than U.S.$10,000U.S.$200,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding Neither the foregoingIssuer nor the Guarantor is required to offer to purchase the Notes unless the event that results in a Change of Control also results in a Ratings Decline. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, neither the Issuer nor the Company Guarantor would be required to offer to repurchase the Notes. In addition, neither the Issuer nor the Guarantor will be required to make an Offer to Purchase upon a Change of Control if (1i) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Guarantor and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2ii) notice of redemption for all outstanding Notes has been given pursuant to Section 3.04 of this Indenture as described above under Section 3.05 Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, the Trustee shall have no obligation to monitor the ratings of the Issuer. In the event that the Holders holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company Guarantor (or one of its Affiliates) or a third party purchases all the Notes held by such Holdersholders, the Issuer and the Company Guarantor will have the right, on not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trusteetrustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be maybe made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company Guarantor agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, the Issuer or unless the Company has mailed a redemption notice with respect to all of the outstanding Notes as described in Section 3.01, Section 3.02 or Section 3.03, each Holder of Notes will have the right to require the Company to repurchase all or any Guarantor part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has mailed a redemption notice with respect to all of the outstanding Notes as described in Section 3.01, Section 3.02 or Section 3.03, the Company will make an Offer mail a notice to Purchase all outstanding each Holder with a copy to the Trustee (the “Change of Control Offer”) stating: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of Notes repurchased purchase, plus accrued and unpaid interest on such Notes interest, if any, to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required purchase (subject to the extent right of Holders of record on the Person or group that acquires control in relevant record date to receive interest on the relevant interest payment date); (2) the circumstances and relevant facts regarding such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer Control; (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and 3) the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less which shall be no earlier than thirty calendar 30 days or more nor later than sixty calendar 60 days after from the date of such notice is mailed); and (4) the offer and instructions, as determined by the Company, consistent with this Section 4.15, that a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer Holder must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected follow in order to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of have its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the purchased. (b) The Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all Offer. (c) A Change of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Control Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Offer Change of Control Offer. (d) On a date that is at least 30 but no more than 60 days from the date on which the Company mailed notice of the Change of Control (the “Change of Control Payment Date”), the Company will, to Purchase is madethe extent lawful: (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. (e) The paying agent will promptly send to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and send (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company agrees will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (f) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as contemplated by Section 4.15(b), purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to obtain the Change of Control Offer contemplated by this Section 4.15, to redeem all necessary consents Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and approvals from unpaid interest to but excluding the Central Bank for any remittance date of funds outside of Brazil prior to making any Offer to Purchase, if necessaryredemption.

Repurchase of Notes upon a Change of Control. Not later than (a) The Company shall commence, within thirty calendar (30) days following after the occurrence of a Change of ControlControl of the Company, and consummate an offer to purchase from the Issuer or the Company or any Guarantor will make an Offer to Purchase holders thereof all outstanding Notes then outstanding, at a purchase price equal to one hundred one percent (101% %) of the principal amount thereof, plus accrued interest to the Payment Date (the "Offer to Purchase"). (b) The Company shall commence the Offer to Purchase by mailing a notice to each holder of Notes stating: (i) the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed) (the "Payment Date"); (iii) that any Note not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date; (v) that holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" attached to such Note completed, to the Company at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date; (vi) that holders will be entitled to withdraw their election if the Company receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such holder, the principal amount of Notes repurchased plus accrued delivered for purchase and unpaid interest on a statement that such holder is withdrawing such holder's election to have such Notes purchased; and (vii) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to but excluding the date unpurchased portion of purchasethe Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of One Hundred Thousand Dollars ($100,000) or integral multiples thereof. (c) On the Payment Date, the Company shall accept for payment the Notes or portions thereof tendered pursuant to an Offer to Purchase. Promptly following the Payment Date, the Company shall mail to the holders of Notes so accepted payment in an amount equal to the purchase price and mail to such holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that, no such Offer to Purchase shall be required to upon the extent the Person or group that acquires control request of any holder of at least Five Million Dollars ($5,000,000) in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of payment, the Company shall make such payment by wire transfer; and its Subsidiaries provided further, that would reasonably each Note purchased and each new Note issued shall be expected to enable in a principal amount of One Hundred Thousand Dollars ($100,000) or integral multiples thereof. In the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or event that the Company launching the Offer is required to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its repurchase Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times shall comply with all securities laws and otherwise in compliance with the requirements set forth in this Indenture regulations applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryrepurchase.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl Triggering Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the 2016 Notes and the 2021 Notes in full, as set forth in Section 3.03 of this Second Supplemental Indenture, the Issuer or the Company or any Guarantor will shall make an Offer offer (the “Change of Control Offer”) to Purchase each holder of the 2016 Notes and the 2021 Notes to repurchase any and all outstanding (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such holder’s 2016 Notes and 2021 Notes at a purchase repurchase price equal to 101% set forth in this Section 3.04. In the Change of Control Offer, the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase Company shall be required to the extent the Person or group that acquires control offer payment in such Change of Control transaction is a Qualified Investor. An “Offer cash equal to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90101% of the aggregate principal amount of 2016 Notes and 2021 Notes to be repurchased, plus accrued and unpaid interest, if any, on the outstanding 2016 Notes accept an Offer and 2021 Notes to Purchase and be repurchased up to, but not including, the Issuerdate of repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days following any Change of Control Triggering Event, the Company (or one shall mail a notice to holders of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the TrusteeTrustee describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). (b) On the Change of Control Payment Date, given not more than thirty calendar days following the purchase Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control offer described aboveOffer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate Principal Amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to redeem make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall comply in all respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance as a result of a Change of Control, conditioned upon Control Triggering Event. To the consummation extent that the provisions of any such Change of Control, if a definitive agreement is in place for securities laws or regulations conflict with the Change of Control at Offer provisions of this Section 3.04, the time Company shall comply with the Offer applicable securities laws and regulations and shall not be deemed to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for have breached its obligations under this Section 3.04 by virtue of any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessarysuch conflict.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar The Company must commence, within 30 days following of the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make and consummate an Offer to Purchase for all outstanding Notes then outstanding, at a purchase price equal to 101% of the principal amount of the Notes repurchased on the date of repurchase, plus accrued and unpaid interest on such Notes (if any) to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) Company is not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon following a Change of Control if (1) a third party makes the an Offer to Purchase in the manner, at the times and otherwise that would be in compliance with the requirements set forth provisions described in this Indenture applicable to an Offer to Purchase Section if it were made by the Issuer or the Company and such third party purchases all (for the consideration referred to in the immediately preceding sentence) the Notes properly validly tendered and not withdrawn under withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to holders in a daily newspaper of general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Company, covenants to (i) repay in full all indebtedness of the Company that would prohibit the repurchase of the Notes pursuant to such Offer to Purchase or (2ii) notice obtain any requisite consents under instruments governing any such indebtedness of redemption for all outstanding the Company to permit the repurchase of the Notes. The Company shall first comply with the covenant in the preceding sentence before it shall be required to repurchase Notes has been given pursuant to this Indenture covenant. Withholding Tax Redemption. The Notes are subject to redemption (“Withholding Tax Redemption”) at any time (a “Withholding Tax Redemption Date”), as described above under Section 3.05 unless and until there is a default whole but not in payment part, at the election of the applicable Company, at a redemption price. In the event that the Holders of not less than 90price equal to 100% of the aggregate unpaid principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, thereof plus accrued and unpaid interest and additional amountsinterest, if any, to and including the Withholding Tax Redemption Date (the “Withholding Tax Redemption Price”) if, as a result of (i) any change in or amendment to the laws, rules or regulations of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (ii) any amendment to or change in the rulings or interpretations relating to such laws, rules or regulations made by any legislative body, court or governmental or regulatory agency or authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (iii) any official interpretation, application or pronouncement by any legislative body, court or governmental or regulatory agency or authority that provides for a position with respect to such laws, rules or regulations that differs from the theretofore generally accepted position, which amendment or change is enacted, promulgated, issued or announced or which interpretation, application or pronouncement is issued or announced, in each case, after the Closing Date, the Company has become or would become required to pay any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 10% on or from any payments under the Notes. The election of the Company to redeem the Notes that remain outstandingshall be evidenced by a certificate (a “Withholding Tax Redemption Certificate”) of a financial officer of the Company, which certificate shall be delivered to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is madeTrustee. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil shall, not less than 35 days nor more than 45 days prior to making any Offer the Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding Tax Redemption Date and of all other information necessary to Purchase, if necessarythe giving by the Trustee of notices of such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be under no duty to check the accuracy or completeness thereof Such notice shall be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments to the Trustee referred to therein at least two Business Days prior to such Withholding Tax Redemption Date.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl occurs, the Issuer or unless the Company has exercised its right to redeem all of the Notes in accordance with Section 3.07 hereof, each Holder will have the right to require the Company to repurchase all or any Guarantor will make part (equal to $2,000 or an Offer to Purchase all outstanding integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on such the Notes repurchased to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required purchase (subject to the extent rights of Holders of Notes on the Person or group that acquires control relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Notwithstanding the foregoing, the Company may make its offer to purchase the Notes as described in this section in advance of a Change of Control, conditioned upon consummation of such Change of Control, if a definitive agreement in respect of such anticipated Change of Control transaction is in place as of the time of such offer. Within 30 days following any Change of Control, unless the Company has exercised its right to redeem all of the Notes in accordance with Section 3.07 hereof, the Company will mail a Qualified Investor. An notice (the “Offer Change of Control Offer”) to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), stating: (1) that a Change of Control has occurred (or, if applicable, that a definitive agreement in respect of such Change of Control is in place) and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to the Change of Control Payment; (2) the repurchase date, which will specify shall be no earlier than 30 days and no later than 60 days from the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date such notice is mailed (the “Expiration Change of Control Payment Date”); (3) that any Note not less than thirty calendar days or more than sixty calendar days after tendered will continue to accrue interest; (4) that, unless the date Company defaults in the payment of the offer and a settlement date Change of Control Payment, all Notes accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes payment pursuant to the offer. The Issuer or Change of Control Offer will cease to accrue interest after the Company launching Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to transfer the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (Notes by book-entry transfer to the extent applicable) and all other applicable laws Paying Agent (or in making the case of any Offer Definitive Notes, to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject ” attached to the requirement that any portion of a Note tendered must be Notes completed) at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date. ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000. (b) On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Company will, to the extent lawful: (1) accept for purchase payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Offer Change of Control Offer; (2) deposit with the Paying Agent an amount equal to Purchasethe Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. If the Change of Control Payment Date is on or after an interest record date and on Notes purchased or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, will cease be paid to accrue the Person in whose name a Note is registered at the close of business on such record date, and after no additional interest will be payable to holders who tender pursuant to the Purchase Date. Change of Control Offer. (c) Notwithstanding anything to the foregoingcontrary in this Section 4.15, neither the Issuer nor the Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.15 applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase such Change of Control Offer, or (2) an irrevocable notice of redemption for in respect of all of the outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. In the event that the Holders . (d) If holders of not less than 90% of the in aggregate principal amount of the outstanding Notes accept an validly tender and do not withdraw such Notes in a Change of Control Offer to Purchase and the IssuerCompany, or any third party making a Change of Control Offer in lieu of the Company (or one of its Affiliates) or a third party as described above, purchases all of the Notes held validly tendered and not withdrawn by such Holdersholders, the Issuer and the Company will have the right, on upon not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trustee)notice, given not more than thirty calendar 30 days following the such purchase pursuant to the Change of Control offer Offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase a redemption price in cash equal to that in the Offer to Purchase applicable Change of Control Payment plus, to the extent not included in the Offer to Purchase paymentChange of Control Payment, accrued and unpaid interest and additional amountsinterest, if any, on the Notes that remain outstandingand Special Interest, if any, to the date of redemption. Notwithstanding anything . (e) The Company will comply, to the contrary contained hereinextent applicable, an Offer with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations in connection with the repurchase of the Notes pursuant to Purchase may this Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be made in advance of a Change of Control, conditioned upon the consummation deemed to have breached its obligations under this Section 4.15 by virtue of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessarycompliance.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl Triggering Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the 2014 Notes and 2019 Notes in full, as set forth in Section 3.03 of this First Supplemental Indenture, the Issuer or the Company or any Guarantor will shall make an Offer offer (the “Change of Control Offer”) to Purchase each holder of the 2014 Notes and 2019 Notes to repurchase any and all outstanding (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such holder’s 2014 Notes and 2019 Notes at a purchase repurchase price equal to 101% set forth in this Section 3.04. In the Change of Control Offer, the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase Company shall be required to the extent the Person or group that acquires control offer payment in such Change of Control transaction is a Qualified Investor. An “Offer cash equal to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90101% of the aggregate principal amount of 2014 Notes and 2019 Notes to be repurchased, plus accrued and unpaid interest, if any, on the outstanding 2014 Notes accept an Offer and 2019 Notes to Purchase and be repurchased up to, but not including, the Issuerdate of repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days following any Change of Control Triggering Event, the Company (or one shall mail a notice to Holders of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the TrusteeTrustee describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). (b) On the Change of Control Payment Date, given not more than thirty calendar days following the purchase Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control offer described aboveOffer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate Principal Amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to redeem make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance as a result of a Change of Control, conditioned upon Control Triggering Event. To the consummation extent that the provisions of any such Change of Control, if a definitive agreement is in place for securities laws or regulations conflict with the Change of Control at Offer provisions of this Section 3.04, the time Company shall comply with the Offer applicable securities laws and regulations and shall not be deemed to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for have breached its obligations under this Section 3.04 by virtue of any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessarysuch conflict.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision Triggering Event occurs with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or Notes, unless the Company launching the Offer shall have exercised its right to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws redeem such Notes as described in making any Offer to PurchaseSection 4.02 of this Second Supplemental Indenture, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a offer (the “Change of Control if (1Offer”) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment each Holder of the applicable redemption price. In the event Notes to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of that the Holders of not less than 90Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the outstanding Notes accept an Offer repurchased, plus accrued and unpaid interest, if any (together, the “Change of Control Payment”), on the Notes repurchased up to, but not including, the date of repurchase (subject to Purchase and the Issuerright of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Triggering Event, the Company (will electronically deliver or one mail a notice to Holders of its Affiliates) or a third party purchases all the Notes held by such HoldersNotes, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than thirty calendar 15 days following and no later than 60 days from the purchase date such notice is electronically delivered or mailed (the “Change of Control Payment Date”) pursuant to the procedures required by this Second Supplemental Indenture and described in such notice. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control offer described above, Offer; (2) deposit with the Paying Agent an amount equal to redeem the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes that remain outstanding properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly following such purchase at the purchase price receipt of an order therefor as required under this Second Supplemental Indenture, authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amountsany unpurchased portion of any Notes surrendered, if any, . The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, to the date Change of redemption. Notwithstanding anything to the contrary contained herein, an Control Payment Date. (d) A Change of Control Offer to Purchase may be made in advance of a Change of ControlControl Triggering Event, and conditioned upon the consummation of such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (e) Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes such an offer in the manner and at the times and otherwise in compliance with the requirements hereunder for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to Purchase the Indenture pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is made. a default in payment of the applicable redemption price. (f) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making such an offer in lieu of the Company as described above, purchases all Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 15 nor more than 60 days’ prior written notice to the Holders of Notes and the Trustee, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) at a redemption price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the Second Change of Control Payment Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (g) The Company agrees will comply with the requirements of Section 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to obtain all necessary consents the extent that those laws and approvals from regulations are applicable in connection with the Central Bank repurchase of Notes as a result of Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.03 by virtue of compliance with such securities laws and regulations. (h) Notwithstanding anything to the contrary in the Indenture or otherwise, for any remittance the avoidance of funds outside doubt, the Company’s obligation to repurchase Notes upon a Change of Brazil prior to making any Offer to Purchase, if necessaryControl Triggering Event may be waived by the Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected by such waiver.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes as described in Section 4.01 of this Second Supplemental Indenture, the Issuer Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or any multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Section 4.02 and in the Notes. In the Change of Control Offer, the Company or any Guarantor will make an Offer shall be required to Purchase all outstanding Notes at a purchase price offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on such the Notes to repurchased up to, but excluding not including, the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such repurchase. Within 30 days following any Change of Control Repurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction is that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (Holders of Notes, with a copy to the Trustee), describing the transaction that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the date specified in the notice, which will specify date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes subject or portions of Notes being repurchased. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the offer and payment for the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to PurchaseNotes, and the above procedures Trustee will promptly authenticate and deliver (or cause to be deemed modified as necessary transferred by book-entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its any Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. surrendered. (d) Notwithstanding the foregoing, neither the Issuer nor the Company will not be required to make an Offer offer to Purchase repurchase Notes upon a Change of Control Repurchase Event, if (1) a third party makes the Offer to Purchase such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to for an Offer to Purchase offer made by the Issuer or the Company and such third party purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or its offer. (2e) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the If Holders of not less than 9095% of the in aggregate principal amount of the outstanding Outstanding Notes accept validly tender and do not withdraw the Notes in an Offer offer to Purchase repurchase the Notes upon a Change of Control Repurchase Event and the IssuerCompany, or any third party making an offer to repurchase the Notes upon a Change of Control Repurchase Event in lieu of the Company (or one of its Affiliates) or a third party pursuant to Section 4.02(d), purchases all the Notes held validly tendered and not withdrawn by such Holders, the Issuer and the Company will shall have the right, on upon not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trustee)notice, given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described abovePayment Date, to redeem all of the Notes that remain outstanding Outstanding following such purchase at the purchase price a Redemption Price in cash equal to that in 101% of the Offer principal amount thereof, plus accrued and unpaid interest, if any, to Purchase plusthe Redemption Date. (f) The Company shall comply, to the extent not included in applicable, with the Offer to Purchase payment, accrued requirements of Section 14e-1 of the Exchange Act and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, any other securities laws or regulations thereunder to the date extent those laws and regulations are applicable in connection with the repurchase of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance Notes as a result of a Change of Control, conditioned upon Control Repurchase Event. To the consummation extent that the provisions of such Change of Control, if a definitive agreement is in place for any securities laws or regulations conflict with the Change of Control at Repurchase Event provisions of the time Notes, the Offer Company will comply with the applicable securities laws and regulations and shall not be deemed to Purchase is made. The Company agrees to obtain all necessary consents and approvals from have breached its obligations under the Central Bank for any remittance Change of funds outside Control Repurchase Event provisions of Brazil prior to making any Offer to Purchase, if necessarythe Notes by virtue of such conflict.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 3.9. In the Change of Control Offer, the Issuer or Company will offer a payment in cash (the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on such the Notes repurchased to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Change of Control Payment Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase), subject to the requirement rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 3.9 and that all Notes tendered will be accepted for payment; (2) the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is sent; (3) that any portion Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Note tendered must Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. (b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with Section 3.9, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.9 by virtue of such compliance. (c) On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Company will, to the extent lawful: (1) accept for purchase payment all Notes or portions of Notes properly tendered pursuant to the Offer Change of Control Offer; (2) deposit with the Paying Agent an amount equal to Purchasethe Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (d) The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and interest on the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes purchased surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note so accepted for payment will cease to accrue interest on and after the Purchase Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. (e) The Company will announce (which can be a notification through Intralinks or other website or by email to Holders of Notes) the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. . (f) Notwithstanding anything to the foregoingcontrary in this Section 3.9, neither the Issuer nor the Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 3.9 applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under the Section 3.05 6 of the Notes unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company . (or one of its Affiliatesg) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the A Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to Purchase is made. The Section 3.9(f) will have the status of Notes issued and Outstanding. (h) In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer and the Company agrees (or any third party making such Change of Control Offer, in lieu of the Company, as described in Section 3.9(f)) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following a Change of Control Payment Date, to obtain all necessary consents redeem all, but not less than all, of the Notes that remain Outstanding at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and approvals from unpaid interest, on the Central Bank for any remittance Notes that remain Outstanding, to the redemption date (subject to the right of funds outside of Brazil prior Holders on the relevant record date to making any Offer to Purchase, if necessaryreceive interest due on the relevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, each Holder shall have the Issuer or right to require the Company to repurchase all or any Guarantor will make an Offer to Purchase all outstanding part of its Notes at a purchase price in cash pursuant to the offer described below (the "Change of Control Offer") equal to 101% of the principal amount of Notes repurchased thereof, plus accrued and unpaid interest on such Notes to but excluding the date of purchase; purchase (subject to the right of holders of record to receive interest on the relevant interest payment date) (the "Change of Control Payment") in accordance with the procedures set forth in paragraphs (c) and (d) of this Section. (b) [Reserved] (c) Within 30 days following any Change of Control, the Company shall give to each Holder of the Notes and the Trustee in the manner provided in Section 106 a notice stating: (i) that a Change of Control has occurred, that the Change of Control Offer is being made pursuant to this Section 1010 and that all Notes validly tendered will be accepted for payment; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to accrue interest pursuant to its terms; (iv) that, no such unless the Company defaults in the payment of the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer shall cease to Purchase shall accrue interest on and after the Change of Control Payment Date; (v) that Holders electing to have any Note or portion thereof purchased pursuant to the Change of Control Offer will be required to surrender such Note, together with the extent form entitled "Option of the Person or group that acquires control Holder to Elect Purchase" on the reverse side of such Note completed, to the Paying Agent at the address specified in such the notice prior to the close of business on the third Business Day immediately preceding the Change of Control transaction is Payment Date; (vi) that Holders be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Change of Control Payment Date, a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to telegram, telex, facsimile transmission or letter setting forth the Trustee)name of such Holder, which will specify the principal amount of Notes subject delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the offer unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note -------- issued shall be in a principal amount of $1,000 or integral multiples thereof. (d) [Reserved]. (e) On the Change of Control Payment Date, the Company shall: (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted together with an Officer's Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail, to the Holders of Notes so accepted, payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount of any unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a -------- principal amount of $1,000 or integral multiples thereof. The offer must specify an expiration date (Company will publicly announce the “Expiration Date”) not less than thirty calendar days results of the Change of Control Offer on or more than sixty calendar days as soon as practicable after the date Change of Control Payment Date. For purposes of this Section 1010, the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration dateTrustee shall act as Paying Agent. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (and any other securities laws and regulations thereunder to the extent applicable) such laws and all other regulations are applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement event that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer occurs and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy is required to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of repurchase the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryunder this Section 1010.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl Repurchase Event occurs with respect to a series of Notes, unless the Company shall have exercised its right to redeem such Notes as described in Section 4.01 of this Seventh Supplemental Indenture, the Issuer Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of applicable Notes to repurchase all or any part (equal to $2,000 or any integral multiples of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in this Section 4.02 and in the Notes. In the Change of Control Offer, the Company or any Guarantor will make an Offer shall be required to Purchase all outstanding Notes at a purchase price offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on such the Notes to repurchased up to, but excluding not including, the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such repurchase. Within 30 days following any Change of Control Repurchase Event with respect to a series of Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction is or transactions that constitute or may constitute the Change of Control, the Company shall electronically deliver or mail a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase such Notes on the date specified in the notice, which will specify date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes subject or portions of Notes being repurchased. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the offer and payment for the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to PurchaseNotes, and the above procedures Trustee will promptly authenticate and deliver (or cause to be deemed modified as necessary transferred by book-entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its any Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. surrendered. (d) Notwithstanding the foregoing, neither the Issuer nor the Company will not be required to make an Offer offer to Purchase repurchase Notes upon a Change of Control Repurchase Event, if (1) a third party makes the Offer to Purchase such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to for an Offer to Purchase offer made by the Issuer or the Company and such third party purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or its offer. (2e) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the If Holders of not less than 9095% of the in aggregate principal amount of the outstanding applicable series of Outstanding Notes accept validly tender and do not withdraw such Notes in an Offer offer to Purchase repurchase the applicable Notes upon a Change of Control Repurchase Event and the IssuerCompany, or any third party making an offer to repurchase such Notes upon a Change of Control Repurchase Event in lieu of the Company (or one of its Affiliatespursuant to Section 4.02(d) or a third party hereof, purchases all the Notes held validly tendered and not withdrawn by such Holders, the Issuer and the Company will shall have the right, on upon not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trustee)notice, given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described abovePayment Date, to redeem all Notes of the Notes such series that remain outstanding Outstanding following such purchase at the purchase price a Redemption Price in cash equal to that in 101% of the Offer principal amount thereof, plus accrued and unpaid interest, if any, to Purchase plusthe Redemption Date. (f) The Company shall comply, to the extent not included in applicable, with the Offer to Purchase payment, accrued requirements of Section 14e-1 of the Exchange Act and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, any other securities laws or regulations thereunder to the date extent those laws and regulations are applicable in connection with the repurchase of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance a series of Notes as a result of a Change of Control, conditioned upon Control Repurchase Event. To the consummation extent that the provisions of such Change of Control, if a definitive agreement is in place for any securities laws or regulations conflict with the Change of Control at Repurchase Event provisions of a series of Notes, the time Company will comply with the Offer applicable securities laws and regulations and shall not be deemed to Purchase is made. The Company agrees to obtain all necessary consents and approvals from have breached its obligations under the Central Bank for any remittance Change of funds outside Control Repurchase Event provisions of Brazil prior to making any Offer to Purchase, if necessarysuch series of Notes by virtue of such conflict.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, each Holder will have the Issuer or right to require that the Company purchase all or any Guarantor will make an Offer a portion of such Holder's Notes pursuant to Purchase all outstanding Notes the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes thereon to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to . Within 30 days following the extent date upon which the Person or group that acquires control in such Change of Control transaction is occurred, the Company must send, by first class mail, a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), which will specify notice shall govern the principal amount terms of Notes subject the Change of Control Offer. Such notice shall state, among other things, the purchase date, which, unless otherwise required by law, must be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). The notice to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the offerChange of Control Offer. The Issuer or Such notice shall state: that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); that any Note not tendered will continue to accrue interest if interest is then accruing; that, unless the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (defaults in making payment therefor, any Note accepted for payment pursuant to the extent applicable) and all other applicable laws in making any Change of Control Offer shall cease to Purchase, and accrue interest after the above procedures Change of Control Payment Date; that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be deemed modified as necessary required to permit such compliance. A surrender the Note, with the form entitled "Option of Holder may tender all or any portion to Elect Purchase" on the reverse of its Notes pursuant to an Offer to Purchasethe Note completed, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third business day prior to the Change of Control Payment Date. On ; that Holders will be entitled to withdraw their election if the Purchase Date Paying Agent receives, not later than 5:00 p.m., New York City time, on the purchase price will become due and payable on each Note accepted second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and the circumstances and relevant facts regarding such Change of Control. (b) Prior to the mailing of the notice referred to above, but in any event within 30 days following any Change of Control, the Company covenants to: repay in full and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all other such Senior Debt and to repay the Indebtedness owed to (and terminate the commitments of) each lender that has accepted such offer; or obtain the requisite consents under the Credit Agreement and all other such Senior Debt to permit the repurchase of the Notes as provided below. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to either repurchase Notes pursuant to the Offer provisions described below or send the notice pursuant to Purchase, and interest on Notes purchased will cease the provisions described above. The Company's failure to accrue on and comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in Section 6.01(a)(3) (after the Purchase Dategiving of the notice and lapse of time as described therein) and not in Section 6.01(a)(2). (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.11, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.11 by virtue thereof. Notwithstanding anything to the foregoingcontrary in this section, neither the Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company section and purchases all Notes properly notes validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryOffer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Ratings Decline, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer ―Offer to Purchase” Purchase‖ must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”―Expiration Date‖) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”―Purchase Date‖) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Guarantor and its Subsidiaries that would reasonably be expected to which the Guarantor in good faith believes will enable the Holders holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders holders to tender Notes pursuant to the offer. The Issuer or the Company Guarantor launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder holder must be no less than U.S.$10,000U.S.$200,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding Neither the foregoingIssuer nor the Guarantor is required to offer to purchase the Notes unless the event that results in a Change of Control also results in a Ratings Decline. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, neither the Issuer nor the Company Guarantor would be required to offer to repurchase the Notes. In addition, neither the Issuer nor the Guarantor will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an Offer to Purchase made by the Issuer or the Company Guarantor and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this the Indenture as described above under Section 3.05 the caption ―Redemption and Repurchase,‖ unless and until there is a default in payment of the applicable redemption price. In the event that the Holders holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company Guarantor (or one of its Affiliates) or a third party purchases all the Notes held by such Holdersholders, the Issuer and the Company Guarantor will have the right, on not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trusteetrustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be maybe made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company Guarantor agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. (a) Not later than thirty calendar 30 days following the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make an offer to purchase (an “Offer to Purchase Purchase”) all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to to, but excluding not including, the date of purchase; provided that, no such . (b) An Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer sent to the Holders in a form described in clause (with a copy c) of this Section 3.02. The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee)) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, which and the offer will specify be sent by the Company or, at the Company’s request and provision of such offer information to the Trustee, by the Trustee in the name and at the expense of the Company. (c) The Offer to Purchase must include or state the following as to the terms of the Offer to Purchase: (i) the principal amount of Notes subject to the offer and (the “purchase amount”); (ii) the purchase price. The offer must specify , including the portion thereof representing accrued interest; (iii) an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer offer, and a settlement date for purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act ; (to the extent applicableiv) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A a Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 minimum principal amount of $2,000 and that multiples of $1,000 in excess thereof; (v) the minimum holding place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase; (vi) each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer); (vii) interest on any Holder must be no less than U.S.$10,000. Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue; (viii) on the purchase date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after, but not including, the purchase date; (ix) Holders shall be are entitled to withdraw Notes tendered up to the close of business on the Expiration Dateexpiration date by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of the tender; (x) if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued; and (xi) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes. (d) Prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase. On the Purchase Date purchase date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Datepurchase date. Notwithstanding the foregoing, neither the Issuer nor the The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part. (e) The Company will not be required to make an Offer to Purchase upon a Change of Control if (1i) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture the Indenture, applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the such Offer to Purchase or (2ii) notice of optional redemption for all outstanding Notes pursuant to Section 3.01 hereof has been given pursuant to this Indenture as described above under Section 3.05 in accordance with the Indenture, unless and until there is a default Default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control Offer to Purchase at the time the Offer to Purchase Change of Control is made. . (f) The Company agrees to obtain will comply with Rule 14e-1 under the Exchange Act and all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to other applicable laws in making any Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.02, by virtue of such compliance. (g) The Company shall not be required (i) to issue, register the transfer of or exchange any Notes subject to an Offer to Purchase during a period beginning at the opening of business 15 days before the purchase under the Offer to Purchase and ending at the close of business on the day of the giving of notice pursuant to such Offer to Purchase, (ii) to register the transfer of or exchange any Note to be purchased in whole or in part, except in the case of a partial purchase, that portion of any Note not being purchased or (iii) if a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer or exchange of any Note on or after the Regular Record Date and before the date of purchase. (h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in an Offer to Purchase and the Company, or any third party making an Offer to Purchase in lieu of the Company as described in Section 3.02(e) of this Supplemental Indenture, purchases of all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described in this Section 3.02, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if necessaryany, to, but not including, the date of redemption.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, each Holder will have the Issuer or right to require that the Company purchase all or any Guarantor will make an Offer a portion of such Holder’s Notes pursuant to Purchase all outstanding Notes the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes thereon to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to . Within 30 days following the extent date upon which the Person or group that acquires control in such Change of Control transaction is occurred, the Company must send, by first class mail, a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), which will specify notice shall govern the principal amount terms of Notes subject to the offer and Change of Control Offer. Such notice shall state, among other things, the purchase price. The offer date, which, unless otherwise required by law, must specify an expiration be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Expiration Change of Control Payment Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date). The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected notice to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the offerChange of Control Offer. The Issuer or Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (defaults in making payment therefor, any Note accepted for payment pursuant to the extent applicableChange of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) and all other applicable laws in making any that Holders electing to have a Note purchased pursuant to a Change of Control Offer to Purchase, and the above procedures will be deemed modified as necessary required to permit such compliance. A surrender the Note, with the form entitled “Option of Holder may tender all or any portion to Elect Purchase” on the reverse of its Notes pursuant to an Offer to Purchasethe Note completed, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third business day prior to the Change of Control Payment Date. On ; (6) that Holders will be entitled to withdraw their election if the Purchase Date Paying Agent receives, not later than 5:00 p.m., New York City time, on the purchase price will become due and payable on each Note accepted second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control. (b) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Offer extent that the provisions of any securities laws or regulations conflict with this Section 4.11, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Datehave breached its obligations under this Section 4.11 by virtue thereof. Notwithstanding anything to the foregoingcontrary in this section, neither the Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company section and purchases all Notes properly notes validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryOffer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) -------------------------------------------- Upon the occurrence of a Change of Control, each Holder will have the Issuer or right to require that the Company purchase all or any Guarantor will make an Offer a portion of such Holder's Notes pursuant to Purchase all outstanding Notes the offer described below (the "Change of Control Offer"), at a ----------------------- purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes thereon to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to . Within 30 days following the extent date upon which the Person or group that acquires control in such Change of Control transaction is occurred, the Company must send, by first class mail, a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), which will specify notice shall govern the principal amount terms of Notes subject the Change of Control Offer. Such notice shall state, among other things, the purchase date, which, unless otherwise required by law, must be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control ----------------- Payment Date"). The notice to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also shall contain all instructions and ------------ materials necessary to enable such Holders to tender Notes pursuant to the offerChange of Control Offer. The Issuer or Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (defaults in making payment therefor, any Note accepted for payment pursuant to the extent applicableChange of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) and all other applicable laws in making any that Holders electing to have a Note purchased pursuant to a Change of Control Offer to Purchase, and the above procedures will be deemed modified as necessary required to permit such compliance. A surrender the Note, with the form entitled "Option of Holder may tender all or any portion to Elect Purchase" on the reverse of its Notes pursuant to an Offer to Purchasethe Note completed, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ business day prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described abovePayment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, to redeem all not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that remain outstanding following such purchase at Holder is withdrawing his election to have such Note purchased; and (7) the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued circumstances and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of relevant facts regarding such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to 1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, Additional Amounts, if any, and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder, with a copy to the Trustee, with the following information: (i) a Change of Control Offer is being made pursuant to this Section 4.15 and all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (ii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than thirty calendar 60 days from the date such notice is published, or where relevant, mailed, except as may be otherwise required by applicable law (the "Change of Control Payment Date"); (iii) any Note not properly tendered will remain outstanding and continue to accrue interest and Liquidated Damages, if any; (iv) unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest, as the case may be, and to accrue Liquidated Damages, if any, on the Change of Control Payment Date; (v) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent and at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, however, that the Paying Agent receives, not later than the close of business on the last day of the offer period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the principal amount of the Notes surrendered, which unpurchased portion must be equal to (EURO)1,000 in principal amount or an integral multiple thereof. (b) In addition, within 30 days following any Change of Control, the Issuer will: (1) publish the notice described in clause (a) in a leading newspaper having a general circulation in New York City, which is expected to be The Wall Street Journal, a leading newspaper having a general circulation in London, which is expected to be the Financial Times, and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, a newspaper having a general circulation in Luxembourg, which is expected to be the Luxemburger Wort, with a copy to the Trustee; and (2) if the Notes are listed on the Luxembourg Stock Exchange and its rules so require, notify the Luxembourg Stock Exchange of the Change of Control. (c) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue thereof. The provisions relating to the Issuer's obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes. (d) On the Change of Control Payment Date, the Issuer will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of (EURO)1,000 or an integral multiple thereof. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer. Prior to complying with the provisions of this Section 4.15, but in any event within 60 days following a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes at a purchase price equal to 101% required by this Section 4.15. The Issuer will publicly announce the results of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days on or more than sixty calendar days as soon as practicable after the date Change of Control Payment Date and, so long as the Notes are listed on the Luxembourg Stock Exchange and its rules so require, notify the Luxembourg Stock Exchange of the offer and a settlement date for purchase results. (the “Purchase Date”e) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryOffer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes as described in Section 4.01 of this Fourth Supplemental Indenture, the Issuer Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or any multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Section 4.02 and in the Notes. In the Change of Control Offer, the Company or any Guarantor will make an Offer shall be required to Purchase all outstanding Notes at a purchase price offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on such the Notes to repurchased up to, but excluding not including, the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such repurchase. Within 30 days following any Change of Control Repurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction is that constitutes or may constitute the Change of Control, the Company shall electronically deliver or mail a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (Holders of Notes, with a copy to the Trustee), describing the transaction that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the date specified in the notice, which will specify date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes subject or portions of Notes being repurchased. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the offer and payment for the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to PurchaseNotes, and the above procedures Trustee will promptly authenticate and deliver (or cause to be deemed modified as necessary transferred by book-entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its any Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. surrendered. (d) Notwithstanding the foregoing, neither the Issuer nor the Company will not be required to make an Offer offer to Purchase repurchase Notes upon a Change of Control Repurchase Event, if (1) a third party makes the Offer to Purchase such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to for an Offer to Purchase offer made by the Issuer or the Company and such third party purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or its offer. (2e) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the If Holders of not less than 9095% of the in aggregate principal amount of the outstanding Outstanding Notes accept validly tender and do not withdraw the Notes in an Offer offer to Purchase repurchase the Notes upon a Change of Control Repurchase Event and the IssuerCompany, or any third party making an offer to repurchase the Notes upon a Change of Control Repurchase Event in lieu of the Company (or one of its Affiliates) or a third party pursuant to Section 4.02(d), purchases all the Notes held validly tendered and not withdrawn by such Holders, the Issuer and the Company will shall have the right, on upon not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trustee)notice, given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described abovePayment Date, to redeem all of the Notes that remain outstanding Outstanding following such purchase at the purchase price a Redemption Price in cash equal to that in 101% of the Offer principal amount thereof, plus accrued and unpaid interest, if any, to Purchase plusthe Redemption Date. (f) The Company shall comply, to the extent not included in applicable, with the Offer to Purchase payment, accrued requirements of Section 14e-1 of the Exchange Act and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, any other securities laws or regulations thereunder to the date extent those laws and regulations are applicable in connection with the repurchase of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance Notes as a result of a Change of Control, conditioned upon Control Repurchase Event. To the consummation extent that the provisions of such Change of Control, if a definitive agreement is in place for any securities laws or regulations conflict with the Change of Control at Repurchase Event provisions of the time Notes, the Offer Company will comply with the applicable securities laws and regulations and shall not be deemed to Purchase is made. The Company agrees to obtain all necessary consents and approvals from have breached its obligations under the Central Bank for any remittance Change of funds outside Control Repurchase Event provisions of Brazil prior to making any Offer to Purchase, if necessarythe Notes by virtue of such conflict.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, each Holder will have the Issuer or right to require that the Company purchase all or any Guarantor will make an Offer a portion of such Holder’s Notes pursuant to Purchase all outstanding Notes the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes thereon to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to . Within 30 days following the extent date upon which the Person or group that acquires control in such Change of Control transaction is occurred, the Company must send a Qualified Investor. An “Offer written notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), which will specify notice shall govern the principal amount terms of Notes subject to the offer and Change of Control Offer. Such notice shall state, among other things, the purchase price. The offer date, which, unless otherwise required by law, must specify an expiration be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Expiration Change of Control Payment Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date). The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected notice to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the offerChange of Control Offer. The Issuer or Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (defaults in making payment therefor, any Note accepted for payment pursuant to the extent applicableChange of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) and all other applicable laws in making any that Holders electing to have a Note purchased pursuant to a Change of Control Offer to Purchase, and the above procedures will be deemed modified as necessary required to permit such compliance. A (a) surrender the Note, with the form entitled “Option of Holder may tender all or any portion to Elect Purchase” on the reverse of its Notes pursuant to an Offer to Purchasethe Note completed, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day prior to the Change of Control Payment Date and (b) if the Note is a Global Note, to comply with applicable DTC procedures; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date. On , a facsimile transmission or letter setting forth the Purchase Date name of the purchase price will become due and payable on each Note accepted Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control. (b) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Offer extent that the provisions of any securities laws or regulations conflict with this Section 4.11, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Datehave breached its obligations under this Section 4.11 by virtue thereof. Notwithstanding anything to the foregoingcontrary in this section, neither the Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company section and purchases all Notes properly notes validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryOffer.

Repurchase of Notes upon a Change of Control. (a) Not later than thirty calendar 30 days following the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make an offer to purchase (an “Offer to Purchase Purchase”) all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to to, but excluding not including, the date of purchase; provided that, no such . (b) An Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer sent to the Holders in a form described in clause (with a copy c) of this Section 3.02. The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee)) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, which and the offer will specify be sent by the Company or, at the Company’s request and provision of such offer information to the Trustee, by the Trustee in the name and at the expense of the Company. (c) The Offer to Purchase must include or state the following as to the terms of the Offer to Purchase: (i) the principal amount of Notes subject to the offer and (the “purchase amount”); (ii) the purchase price. The offer must specify , including the portion thereof representing accrued interest; (iii) an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer offer, and a settlement date for purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act ; (to the extent applicableiv) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A a Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 minimum principal amount of $2,000 and that multiples of $1,000 in excess thereof; (v) the minimum holding place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase; (vi) each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer); (vii) interest on any Holder must be no less than U.S.$10,000. Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue; (viii) on the purchase date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after, but not including, the purchase date; (ix) Holders shall be are entitled to withdraw Notes tendered up to the close of business on the Expiration Dateexpiration date by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of the tender; (x) if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued; and (xi) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes. (d) Prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase. On the Purchase Date purchase date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Datepurchase date. Notwithstanding The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part. (e) The Company will comply with Rule 14e-1 under the foregoingExchange Act and all other applicable laws in making any Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereof, neither the Issuer nor the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.02, by virtue of such compliance. The Company will not be required to make an Offer to Purchase upon a Change of Control if (1i) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture the Indenture, applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the such Offer to Purchase or (2ii) notice of optional redemption for all outstanding Notes pursuant to Section 3.01 hereof has been given pursuant to this Indenture as described above under Section 3.05 in accordance with the Indenture, unless and until there is a default Default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control Offer to Purchase at the time the Change of Control is made. (f) The Company shall not be required (i) to issue, register the transfer of or exchange any Notes subject to an Offer to Purchase during a period beginning at the opening of business 15 days before the purchase under the Offer to Purchase and ending at the close of business on the day of the mailing of notice pursuant to such Offer to Purchase, (ii) to register the transfer of or exchange any Note to be purchased in whole or in part, except in the case of a partial purchase, that portion of any Note not being purchased or (iii) if a purchase pursuant to an Offer to Purchase is made. The Company agrees to obtain all necessary consents occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer or exchange of any Note on or after the Regular Record Date and approvals from before the Central Bank for any remittance date of funds outside of Brazil prior to making any Offer to Purchase, if necessarypurchase.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Issuer or unless the Company has unconditionally exercised its right to redeem the Notes as provided in the form of Note attached as Exhibit A hereto or has unconditionally exercised its right to redeem the Notes as provided in the form of Note attached hereto as Exhibit A and Article IV of the Base Indenture, each Holder of Notes shall have the right to require the Company to repurchase all or any Guarantor will make part (equal to €100,000 or an Offer integral multiple of €1,000 in excess thereof) of such Holder’s Notes pursuant to Purchase all outstanding Notes the offer described in this Section 2.12 (the “Change of Control Offer”) on the terms set forth in this Section 2.12 at a purchase repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on such the Notes to repurchased to, but excluding excluding, the date of purchase; provided that, no such Offer to Purchase shall be required to repurchase (the extent the Person or group that acquires control in such “Change of Control transaction is Payment”). For the avoidance of doubt, a Qualified Investor. An “Change of Control Offer shall not be considered a redemption for the purposes of Article XIV of the Base Indenture. (b) Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to Purchase” must the date of consummation of any Change of Control, but after the public announcement of the pending Change of Control, the Company shall mail or cause to be made by written offer (mailed a notice to each Holder of Notes, with a copy to the TrusteeTrustee and the Paying Agent, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by Article IV of the Base Indenture, which will specify shall apply hereto mutatis mutandis, and described in such notice. The repurchase obligation with respect to any notice mailed prior to the consummation of the Change of Control shall be conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. (c) To the extent that the provisions of any securities laws or regulations conflict with this Section 2.12, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.12 by virtue of such conflicts. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered and not validly withdrawn and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes subject to or portions thereof being repurchased by the offer and the purchase priceCompany. The offer must specify an expiration date (Paying Agent shall promptly transmit to each Holder of Notes properly tendered and not validly withdrawn the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date Change of the offer and a settlement date Control Payment for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchasesuch Notes, and the above procedures will Trustee shall promptly authenticate and mail (or cause to be deemed modified as necessary transferred by book-entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its the Notes pursuant to an Offer to Purchase, subject to the requirement surrendered by such Holder; provided that any portion of a each new Note tendered must will be in a principal amount of €100,000 or an integral multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders €1,000 in excess thereof. (e) The Company shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control Triggering Event if (1) a third party another Person makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 2.12 otherwise applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and such other Person purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described aboveOffer. (f) Solely for purposes of this Section 2.12 in connection with the Notes, to redeem all of the Notes that remain outstanding following such purchase at terms shall have the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.following meanings:

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl occurs, each Holder of Notes shall have the Issuer or right to require the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender repurchase all or any portion part (equal to €100,000 or a higher multiple of its €1,000) of that Holder’s Notes pursuant to an Offer to PurchasePurchase (the “Change of Control Offer”). In such Change of Control Offer, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon offer a payment (such payment, a “Change of Control if (1Payment”) a third party makes the Offer in cash equal to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest thereon, if any, to the outstanding Notes accept an Offer to Purchase and the Issuerdate of purchase. (b) Within 30 days following any Change of Control, the Company (will mail, or one of its Affiliates) or a third party purchases all the Notes deliver electronically if held by Clearstream or Euroclear, a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such Holdersnotice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. (c) On or before the Change of Control Payment Date, the Issuer and the Company will have the rightwill, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control offer described above, to redeem all of Offer; (2) deposit with the Notes that remain outstanding following such purchase at the purchase price Paying Agent an amount equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at Payment in respect of all Notes or portions thereof properly tendered; and (3) deliver or cause to be delivered to the time Trustee the Offer Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. (d) The Paying Agent will promptly mail or wire transfer to Purchase is made. The Company agrees each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to obtain all necessary consents and approvals from be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to PurchaseNotes surrendered, if necessaryany; provided that such new Note will be in a principal amount of €100,000 or a higher integral multiple of €1,000.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision Triggering Event occurs with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or Notes, unless the Company launching the Offer shall have exercised its right to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws redeem such Notes as described in making any Offer to PurchaseSection 4.02 of this Sixth Supplemental Indenture, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a offer (the “Change of Control if (1Offer”) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment each Holder of the applicable redemption price. In the event Notes to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of that the Holders of not less than 90Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the outstanding Notes accept an Offer repurchased, plus accrued and unpaid interest, if any (together, the “Change of Control Payment”), on the Notes repurchased up to, but not including, the date of repurchase (subject to Purchase and the Issuerright of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Triggering Event, the Company (will electronically deliver or one mail a notice to Holders of its Affiliates) or a third party purchases all the Notes held by such HoldersNotes, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than thirty calendar 10 days following and no later than 60 days from the purchase date such notice is electronically delivered or mailed (the “Change of Control Payment Date”) pursuant to the procedures required by this Sixth Supplemental Indenture and described in such notice. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control offer described above, Offer; (2) deposit with the Paying Agent an amount equal to redeem the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes that remain outstanding properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly following such purchase at the purchase price receipt of an order therefor as required under this Sixth Supplemental Indenture, authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amountsany unpurchased portion of any Notes surrendered, if any, . The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Notes that remain outstanding, to the date Change of redemption. Notwithstanding anything to the contrary contained herein, an Control Payment Date. (d) A Change of Control Offer to Purchase may be made in advance of a Change of ControlControl Triggering Event, and conditioned upon the consummation of such Change of ControlControl Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (e) Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes such an offer in the manner and at the times and otherwise in compliance with the requirements hereunder for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to Purchase the Indenture pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is made. a default in payment of the applicable redemption price. (f) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making such an offer in lieu of the Company as described above, purchases all Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior written notice to the Holders of Notes and the Trustee, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) at a redemption price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the Second Change of Control Payment Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (g) The Company agrees will comply with the requirements of Section 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to obtain all necessary consents the extent that those laws and approvals from regulations are applicable in connection with the Central Bank repurchase of Notes as a result of Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.03 by virtue of compliance with such securities laws and regulations. (h) Notwithstanding anything to the contrary in the Indenture or otherwise, for any remittance the avoidance of funds outside doubt, the Company’s obligation to repurchase Notes upon a Change of Brazil prior to making any Offer to Purchase, if necessaryControl Triggering Event may be waived by the Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected by such waiver.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes pursuant to Section 3.03, the Issuer or the Company or any Guarantor will shall make an Offer offer to Purchase purchase all outstanding of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes interest, if any, to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required subject to the extent right of Holders of the Person or group that acquires control in Notes of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (first-class mail, with a copy to the Trustee), to each Holder of Notes to the address of such Holder appearing in the Register with a copy to the Trustee or otherwise in accordance with the procedures of DTC, with the following information: (i) that a Change of Control Offer is being made pursuant to this Section 4.12 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (ii) the purchase price, including any portion thereof representing accrued interest, and the purchase date, which will specify be no earlier than 30 days nor later than 60 days from the principal amount date such notice is mailed or given in accordance with the procedures of Notes subject to the offer and the purchase price. The offer must specify an expiration date DTC (the “Expiration Change of Control Payment Date”); (iii) that any Note not less than thirty calendar days or more than sixty calendar days after properly tendered will remain outstanding and continue to accrue interest; (iv) that unless the date Issuer defaults in the payment of the offer and a settlement date Change of Control Payment, all Notes accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes payment pursuant to the offer. The Issuer Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (procedures of DTC, to the extent applicable) and all other applicable laws paying agent specified in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to notice at the requirement that any portion of a Note tendered must be address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (vii) if the Notes are certificated and the Issuer is redeeming less than all of the Notes, that the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof; and (viii) the other instructions, as determined by the Issuer, consistent with this Section 4.12, that a Holder must follow. (b) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.12 by virtue thereof. (c) On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Issuer shall, to the extent permitted by law, (i) accept for purchase payment all Notes issued by it or portions thereof properly tendered pursuant to the Offer Change of Control Offer, (ii) no later than 11:00 a.m., New York City time, deposit with the Paying Agent an amount equal to Purchasethe aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and (iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and interest on Notes purchased will cease to accrue on and after by the Purchase Date. Notwithstanding the foregoing, neither the Issuer. (d) The Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon following a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.12 applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemptionOffer. Notwithstanding anything to the contrary contained herein, an a Change of Control Offer to Purchase may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance Change of funds outside of Brazil prior to making any Offer to Purchase, if necessaryControl Offer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following If a Change of ControlControl occurs, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 1010. In the Change of Control Offer, the Issuer or Company shall offer a payment in cash (the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on such the Notes repurchased to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to purchase (the extent the Person or group that acquires control in such “Change of Control transaction is Payment Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. Not later than 30 days following any Change of Control, unless the Company has exercised its right to redeem all of the Notes under Section 5 of the Notes, the Company shall send a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder with a copy to the Trustee)Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 1010 and that all Notes tendered shall be accepted for payment; (2) the purchase price and the Change of Control Payment Date, which will specify the principal amount of Notes subject to the offer shall be no earlier than 30 days and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less no later than thirty calendar 60 days or more than sixty calendar days after from the date such notice is sent; (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Company defaults in the payment of the offer and a settlement date Change of Control Payment, all Notes accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes payment pursuant to the offer. The Issuer or Change of Control Offer shall cease to accrue interest after the Company launching Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Offer Notes, with the form entitled “Option of Holder to Purchase will comply with Rule 14e-1 under the Exchange Act (Elect Purchase” attached to the extent applicable) and all other applicable laws in making any Offer to PurchaseNotes completed, and or transfer the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchaseby book-entry transfer, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 1010, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1010 by virtue of such compliance. On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Company shall, to the extent lawful: (1) accept for purchase payment all Notes or portions of Notes properly tendered pursuant to the Offer Change of Control Offer; (2) deposit with the Paying Agent an amount equal to Purchasethe Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent shall promptly pay (to the extent funded by the Company) to each Holder properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and interest on the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes purchased will surrendered, if any; provided that, each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note so accepted for payment shall cease to accrue interest on and after the Purchase Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notwithstanding anything to the foregoingcontrary in this Section 1010, neither the Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 1010 applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or such Change of Control Offer, (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 5 of the Notes unless and until there is a default in payment of the applicable redemption price. In the event that the Holders , or (3) in connection with or in contemplation of not less than 90% any publicly announced Change of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the IssuerControl, the Company (or one of its Affiliates) or a third party purchases has made any offer to purchase (an “Alternate Offer”) any and all the Notes held by such Holders, the Issuer and the Company will have the right, on not less validly tendered at a cash price equal to or higher than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem Payment and has purchased all Notes properly tendered in accordance with the terms of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Alternate Offer. A Change of Control Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, Control and conditioned upon the consummation occurrence of such Change of Control, Control if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer shall have the status of Notes issued but not Outstanding or shall be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to Purchase is madethe sixth paragraph of this Section 1010 shall have the status of Notes issued and Outstanding. The In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company agrees (or any third party making such Change of Control Offer or Alternate Offer, in lieu of the Company, as described in the sixth paragraph of this Section 1010) purchases all of the Notes held by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice to obtain all necessary consents the Holders (with a copy to the Trustee), given not more than 30 days following a Change of Control Payment Date, to redeem all, but not less than all, of the Notes that remain Outstanding at a Redemption Price equal to the Change of Control Payment or the price specified in the Alternate Offer, as applicable, plus, to the extent not included in the Change of Control Payment or the payment to be made with respect to the Alternate Offer, accrued and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchaseunpaid interest, if necessaryany, on the Notes that remain Outstanding, to but excluding the Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). From and after the occurrence of the Merger Event, this Section 1010 shall no longer apply.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar The Company must commence, within 30 days following of the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make and consummate an Offer to Purchase for all outstanding Notes then outstanding, at a purchase price equal to 101% of the principal amount of the Notes repurchased on the date of repurchase, plus accrued and unpaid interest on such Notes (if any) to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) Company is not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon following a Change of Control if (1) a third party makes the an Offer to Purchase in the manner, at the times and otherwise that would be in compliance with the requirements set forth provisions described in this Indenture applicable to an Offer to Purchase Section if it were made by the Issuer or the Company and such third party purchases all (for the consideration referred to in the immediately preceding sentence) the Notes properly validly tendered and not withdrawn under withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to holders in a daily newspaper of general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Company, covenants to (i) repay in full all indebtedness of the Company that would prohibit the repurchase of the Notes pursuant to such Offer to Purchase or (2ii) notice obtain any requisite consents under instruments governing any such indebtedness of redemption for all outstanding the Company to permit the repurchase of the Notes. The Company shall first comply with the covenant in the preceding sentence before it shall be required to repurchase Notes has been given pursuant to this Indenture covenant. Withholding Tax Redemption. The Notes are subject to redemption (“Withholding Tax Redemption”) at any time (a “Withholding Tax Redemption Date”), as described above under Section 3.05 unless and until there is a default whole but not in payment part, at the election of the applicable Company, at a redemption price. In the event that the Holders of not less than 90price equal to 100% of the aggregate unpaid principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, thereof plus accrued and unpaid interest and additional amountsinterest, if any, to and including the Withholding Tax Redemption Date (the “Withholding Tax Redemption Price”) if, as a result of (i) any change in or amendment to the laws, rules or regulations of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (ii) any amendment to or change in the rulings or interpretations relating to such laws, rules or regulations made by any legislative body, court or governmental or regulatory agency or authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (iii) any official interpretation, application or pronouncement by any legislative body, court or governmental or regulatory agency or authority that provides for a position with respect to such laws, rules or regulations that differs from the theretofore generally accepted position, which amendment or change is enacted, promulgated, issued or announced or which interpretation, application or pronouncement is issued or announced, in each case, after the Closing Date, the Company has become or would become required to pay any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 10% on or from any payments under the Notes. The election of the Company to redeem the Notes that remain outstandingshall be evidenced by a certificate (a “Withholding Tax Redemption Certificate”) of a financial officer of the Company, which certificate shall be delivered to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is madeTrustee. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil shall, not less than 35 days nor more than 45 days prior to making any Offer the Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding Tax Redemption Date and of all other information necessary to Purchase, if necessarythe giving by the Trustee of notices of such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be under no duty to check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments to the Trustee referred to therein at least two Business Days prior to such Withholding Tax Redemption Date.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl Event, the Issuer or the Company or any the Guarantor will make an Offer to Purchase all outstanding Outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to up to, but excluding not including the date of purchaserepurchase; provided that, no that the Company shall not be required to make such an Offer to Purchase shall be required if (a) a third party makes such an Offer to Purchase in the extent manner, at the Person times and otherwise in compliance with, the requirements set forth in this Section 4.11 with respect to an Offer to Purchase made by the Company or group that acquires control in the Guarantor and (b) such Change of Control transaction is a Qualified Investorthird party purchases all Notes validly tendered and not withdrawn under its Offer to Purchase. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee)offer, which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for the purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information concerning required by the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to PurchaseSecurities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender Notes notes pursuant to the offer. The Issuer A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the Company launching requirement that any portion of a Note tendered must be in a denomination of U.S. $200,000 and integral multiples of U.S. $1,000 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Company and the Guarantor will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar The Company -------------------------------------------- shall commence, within 30 days following of the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make and consummate an Offer to Purchase for all outstanding Notes then outstanding, at a purchase price equal to 101% of the principal amount thereof, plus accrued interest, if any, to the Payment Date. On the Payment Date, the Company shall: (i) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Notes repurchased plus accrued so accepted payment in an amount equal to the purchase price of such Notes, and unpaid interest on the Trustee shall promptly authenticate and mail to such Notes Holders a new Note equal in principal amount to but excluding any unpurchased portion of the date of purchaseNote surrendered; provided that, no such that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples of $1,000. The Company shall publicly announce the results of an Offer to Purchase shall be required to as soon as practicable after the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase pricePayment Date. The offer must specify Trustee shall act as the Paying Agent for an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will shall comply with Rule 14e-1 under the Exchange Act (and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable) and all other applicable laws , in making any Offer the event that the Company is required to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its repurchase Notes pursuant to an Offer to Purchase, subject to . To the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and extent that the minimum holding provisions of any Holder must be no less than U.S.$10,000. Holders shall be entitled securities laws or regulations conflict with the provisions of this Indenture relating to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the such Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will shall comply with the applicable securities laws and regulations and shall be required deemed to make an not have breached its obligations under this Indenture with respect to such Offer to Purchase upon a Change by virtue of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in such compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company securities laws and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryregulations.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Issuer purchase all or a portion of such Holder’s Notes pursuant to the Company or any Guarantor will make an Offer to Purchase all outstanding Notes offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes thereon to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to . Promptly and in any event within 30 days following the extent date upon which the Person or group that acquires control in such Change of Control transaction is occurred, the Issuer must send a Qualified Investor. An “Offer written notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), which will specify notice shall govern the principal amount terms of Notes subject to the offer and Change of Control Offer. Such notice shall state, among other things, the purchase price. The offer date, which (unless otherwise required by law) must specify an expiration be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Expiration Change of Control Payment Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date). The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected notice to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the offerChange of Control Offer. The Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (defaults in making payment therefor, any Note accepted for payment pursuant to the extent applicableChange of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) and all other applicable laws in making any that Holders electing to have a Note purchased pursuant to a Change of Control Offer to Purchase, and the above procedures will be deemed modified as necessary required to permit such compliance. A (A) surrender the Note, with the form entitled “Option of Holder may tender all or any portion to Elect Purchase” on the reverse of its Notes pursuant to an Offer to Purchasethe Note completed, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day prior to the Change of Control Payment Date and (B) if the Note is a Global Note, to comply with applicable DTC procedures; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date. On , a facsimile transmission or letter setting forth the Purchase Date name of the purchase price will become due and payable on each Note accepted Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (7) the circumstances and relevant facts regarding such Change of Control. (b) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Offer extent that the provisions of any securities laws or regulations conflict with this Section 4.11, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Datehave breached its obligations under this Section 4.11 by virtue thereof. Notwithstanding anything to the foregoingcontrary in this Section 4.11, neither the Issuer nor the Company will shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Section 4.11 and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryOffer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following a (a) Upon -------------------------------------------- the occurrence of any Change of Control, each Holder will have the Issuer or right to require that the Company or any Guarantor will make an Offer to purchase that Holder's Notes for a cash price (the "Change of Control Purchase all outstanding Notes at a purchase price Price") equal to 101% of the principal amount of the -------------------------------- Notes repurchased to be purchased, plus accrued and unpaid interest on such Notes thereon and Liquidated Damages, if any, to but excluding the date of purchase; provided that. Within 30 days following any Change of Control, no such Offer the Company shall mail, or caused to Purchase be mailed, to the Holders a notice: (i) describing the transaction or transactions that constitute the Change of Control; (ii) offering to purchase, pursuant to the procedures required by this Indenture and described in the notice (a "Change of Control Offer"), ----------------------- on a date specified in the notice (which shall be required a business day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for the Change of Control Purchase Price, all Notes properly tendered by such Holder pursuant to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified InvestorOffer; and (iii) describing the procedures that Holders must follow to accept the Change of Control Offer. An “Offer to Purchase” must be made by written offer (with The Company shall cause a copy of such notice to be published in a daily newspaper with general circulation in Luxembourg (which is expected to be the TrusteeLuxemburger Wort), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date Change of the offer and a settlement date Control Offer is required to remain open for purchase (the “Purchase Date”) not more than five at least 20 Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to until the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Payment Date. All Notes properly tendered pursuant to such Change of Control Offer and not withdrawn under pursuant thereto will be purchased on the Offer Change of Control Payment Date. (b) On or prior to Purchase or (2) notice the Change of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the IssuerControl Payment Date, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holdersshall, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase extent lawful: (I) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control offer described above, to redeem all of Offer; (II) deposit with the Notes that remain outstanding following such purchase at the purchase price Paying Agent an amount equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at Payment in respect of all Notes or portions thereof so tendered; and (III) deliver or cause to be delivered to the time Trustee the Offer Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail (i) in the case of Global Notes, to Purchase is madeeach Participant who has so tendered and (ii) in the case of Definitive Registered Notes to each Holder of Notes so tendered, in each case, the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note or Book-Entry Interest therein equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of (euro) 1,000 or an integral multiple thereof. In connection with any repurchase of Definitive Registered Notes to be repurchased only in part, the Company shall issue new Definitive Registered Notes equal in principal amount to the unpurchased portion of the Definitive Registered Notes surrendered; provided, that each Definitive Registered Note purchased and each Definitive Registered Note issued shall be in a principal amount of (euro)1,000 or integral multiples thereof. In connection with any repurchase of Global Notes pursuant to a Change of Control Offer, the Trustee shall endorse Schedule A to each Global Note surrendered for repurchase to reflect the decrease in principal amount of such Global Note resulting from such Change of Control Offer. The Company agrees shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including, but not limited to, Rule 14e-1 thereunder, and any other applicable laws, rules and regulations, in connection with any Change of Control Offer. To the extent that the provisions of any United States federal or state securities laws and regulations conflict with this Section 4.12, the Company shall comply with such applicable securities laws and regulations and shall not be deemed to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryhave breached its obligations under this Section 4.12 by virtue thereof.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl occurs, each Holder of Notes shall have the Issuer or the Company right to require FelCor LP to repurchase all or any Guarantor will make part of such Holder's Notes pursuant to an Offer to Purchase all outstanding Notes at offer (a purchase price “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, FelCor LP shall offer payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on such Notes interest, if any, thereon, to but excluding the date of purchase; provided that, no such Offer to Purchase repurchase (the “Change of Control Payment Date,” which date shall be required to no earlier than the extent the Person or group that acquires control in date of such Change of Control). No later than 30 days following any Change of Control, FelCor LP shall mail a notice to each Holder stating that a Change of Control transaction has occurred and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy mailed, pursuant to the Trustee), which will specify the principal amount of Notes subject to the offer procedures required by this Section 4.13 and the purchase pricedescribed in such notice. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the offer. The Issuer Change of Control Offer and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 4.13; (ii) the amount of the Change of Control Payment and the Change of Control Payment Date; (iii) that any Note not tendered or the Company launching the Offer accepted for payment shall continue to Purchase will comply with Rule 14e-1 under the Exchange Act accrue interest; (iv) that, unless FelCor LP defaults in making such payment, any Note accepted for payment pursuant to the extent applicableChange of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) and all other applicable laws in making any Offer that Holders electing to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes have a Note purchased pursuant to an any Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, subject or transfer by book-entry transfer, to FelCor LP, a Depositary, if appointed by FelCor LP, or a Paying Agent at the requirement address specified in the notice at least three days before the Change of Control Payment Date; (vi) that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw their election if FelCor LP, the Depositary or the Paying Agent, as the case may be, receives, not later than one (1) Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (vii) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered up pursuant to the Change of Control Offer; (2) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (3) promptly thereafter deliver, or cause to be delivered, to the Registrar all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by FelCor LP. (c) The Paying Agent shall promptly (but in any case not later than five days after the Change of Control Payment Date) mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the authenticating agent shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on the Expiration Date. On the Purchase Date the purchase price will become due such record date, and no additional interest shall be payable on each Note accepted for purchase to Holders who tender Notes pursuant to the Change of Control Offer. FelCor LP shall publicly announce the results of the Change of Control Offer to Purchase, and interest on Notes purchased will cease to accrue on and or as soon as practicable after the Purchase Change of Control Payment Date. Notwithstanding Subject to Section 4.13(d) below, the foregoing, neither the Issuer nor the Company will provisions described herein that require FelCor LP to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. (d) FelCor LP shall not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company FelCor LP and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemptionOffer. Notwithstanding anything to the contrary contained herein, an a Change of Control Offer to Purchase may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Offer Change of Control Offer. (e) FelCor LP shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to Purchase is madethe extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. The Company agrees To the extent that the provisions of any securities laws or regulations conflict with this Section 4.13, FelCor LP shall comply with the applicable securities laws or regulations and shall not be deemed to obtain all necessary consents and approvals from the Central Bank for any remittance have breached its obligations under this Section 4.13 by virtue of funds outside of Brazil prior to making any Offer to Purchase, if necessarysuch compliance.

Repurchase of Notes upon a Change of Control. Not later than (a) The Company shall commence, within thirty calendar (30) days following after the occurrence of a Change of ControlControl of the Company, and shall consummate, an offer to purchase from the Issuer or the Company or any Guarantor will make an Offer to Purchase holders thereof all outstanding Notes then outstanding, at a purchase price equal to one hundred one percent (101% %) of the principal amount thereof, plus accrued interest to the Payment Date (the "Offer to Purchase"). (b) The Company shall commence the Offer to Purchase by mailing a notice to each holder of Notes stating: (i) the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed) (the "Payment Date"); (iii) that any Note not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date; (v) that holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" attached to such Note completed, to the Company at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date; (vi) that holders will be entitled to withdraw their election if the Company receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such holder, the principal amount of Notes repurchased plus accrued delivered for purchase and unpaid interest on a statement that such holder is withdrawing such holder's election to have such Notes purchased; and (vii) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to but excluding the date unpurchased portion of purchasethe Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of One Hundred Thousand Dollars ($100,000) or integral multiples thereof. (c) On the Payment Date, the Company shall accept for payment the Notes or portions thereof tendered pursuant to an Offer to Purchase. Promptly following the Payment Date, the Company shall mail to the holders of Notes so accepted payment in an amount equal to the purchase price and mail to such holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that, no such Offer to Purchase shall be required to upon the extent the Person or group that acquires control request of any holder of at least Five Million Dollars ($5,000,000) in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of payment, the Company shall make such payment by wire transfer; and its Subsidiaries provided further, that would reasonably each Note purchased and each new Note issued shall be expected to enable in a principal amount of One Hundred Thousand Dollars ($100,000) or integral multiples thereof. In the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or event that the Company launching the Offer is required to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its repurchase Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times shall comply with all securities laws and otherwise in compliance with the requirements set forth in this Indenture regulations applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryrepurchase.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar The Company must commence, within 30 days following of the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make and consummate an Offer to Purchase for all outstanding Notes then outstanding, at a purchase price equal to 101% of the principal amount of the Notes repurchased on the date of repurchase, plus accrued and unpaid interest on such Notes (if any) to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) Company is not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon following a Change of Control if (1) a third party makes the an Offer to Purchase in the manner, at the times and otherwise that would be in compliance with the requirements set forth provisions described in this Indenture applicable to an Offer to Purchase Section if it were made by the Issuer or the Company and such third party purchases all (for the consideration referred to in the immediately preceding sentence) the Notes properly validly tendered and not withdrawn under withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to Holders in a daily newspaper of general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Company, covenants to (i) repay in full all indebtedness of the Company that would prohibit the repurchase of the Notes pursuant to such Offer to Purchase or (2ii) notice obtain any requisite consents under instruments governing any such indebtedness of redemption for all outstanding the Company to permit the repurchase of the Notes. The Company shall first comply with the covenant in the preceding sentence before it shall be required to repurchase Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment covenant. Optional Redemption. The Company may redeem any of the applicable redemption price. In Notes (the event that the Holders of “Optional Redemption”) in whole or in part, at any time or from time to time prior to their maturity, upon not less than 9030 nor more than 60 days’ prior notice of the date for such redemption (the “Redemption Date”) mailed by first class mail to each Holder’s registered address, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of such Notes redeemed and (2) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points (the “ Make-Whole Amount”), plus in each case accrued and unpaid interest on the principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryRedemption Date.

Repurchase of Notes upon a Change of Control. Not later than (a) The Company shall commence, within thirty calendar (30) days following after the occurrence of a Change of ControlControl of the Company, and consummate an offer to purchase from the Issuer or the Company or any Guarantor will make an Offer to Purchase holders thereof all outstanding Notes then outstanding, at a purchase price equal to one hundred one percent (101% %) of the principal amount thereof, plus accrued interest to the Payment Date (the "OFFER TO PURCHASE"). (b) The Company shall commence the Offer to Purchase by mailing a notice to each holder of Notes stating: (i) the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed) (the "PAYMENT DATE"); (iii) that any Note not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date; (v) that holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender such Note, together with the form entitled "Option of the Holder to Elect Purchase" attached to such Note completed, to the Company at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date; (vi) that holders will be entitled to withdraw their election if the Company receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such holder, the principal amount of Notes repurchased plus accrued delivered for purchase and unpaid interest on a statement that such holder is withdrawing such holder's election to have such Notes purchased; and (vii) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to but excluding the date unpurchased portion of purchasethe Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of One Hundred Thousand Dollars ($100,000) or integral multiples thereof. (c) On the Payment Date, the Company shall accept for payment the Notes or portions thereof tendered pursuant to an Offer to Purchase. Promptly following the Payment Date, the Company shall mail to the holders of Notes so accepted payment in an amount equal to the purchase price and mail to such holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that, no such Offer to Purchase shall be required to upon the extent the Person or group that acquires control request of any holder of at least Five Million Dollars ($5,000,000) in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of payment, the Company shall make such payment by wire transfer; and its Subsidiaries provided further, that would reasonably each Note purchased and each new Note issued shall be expected to enable in a principal amount of One Hundred Thousand Dollars ($100,000) or integral multiples thereof. In the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or event that the Company launching the Offer is required to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its repurchase Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times shall comply with all securities laws and otherwise in compliance with the requirements set forth in this Indenture regulations applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryrepurchase.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Issuer or unless the Company has unconditionally exercised its right to redeem the Notes as provided in the form of Note attached as Exhibit A hereto or has unconditionally exercised its right to redeem the Notes as provided in the form of Note attached hereto as Exhibit A and Article IV of the Base Indenture, each Holder of Notes shall have the right to require the Company to repurchase all or any Guarantor will make part (equal to €100,000 or an Offer integral multiple of €1,000 in excess thereof) of such Holder’s Notes pursuant to Purchase all outstanding Notes the offer described in this Section 2.12 (the “Change of Control Offer”) on the terms set forth in this Section 2.12 at a purchase repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest interest, if any, on such the Notes to repurchased to, but excluding excluding, the date of purchase; provided that, no such Offer to Purchase shall be required to repurchase (the extent the Person or group that acquires control in such “Change of Control transaction is Payment”). For the avoidance of doubt, a Qualified Investor. An “Change of Control Offer shall not be considered a redemption for the purposes of Article XIV of the Base Indenture. (b) Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to Purchase” must the date of consummation of any Change of Control, but after the public announcement of the pending Change of Control, the Company shall mail or cause to be made by written offer (mailed a notice to each Holder of Notes, with a copy to the TrusteeTrustee and the Paying Agent, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by Article IV of the Base Indenture, which will specify shall apply hereto mutatis mutandis, and described in such notice. The repurchase obligation with respect to any notice mailed prior to the consummation of the Change of Control shall be conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. (c) To the extent that the provisions of any securities laws or regulations conflict with this Section 2.12, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.12 by virtue of such conflicts. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered and not validly withdrawn and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes subject to or portions thereof being repurchased by the offer and the purchase priceCompany. The offer must specify an expiration date (Paying Agent shall promptly mail to each Holder of Notes properly tendered and not validly withdrawn the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date Change of the offer and a settlement date Control Payment for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchasesuch Notes, and the above procedures will Trustee shall promptly authenticate and mail (or cause to be deemed modified as necessary transferred by book-entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its the Notes pursuant to an Offer to Purchase, subject to the requirement surrendered by such Holder; provided that any portion of a each new Note tendered must will be in a principal amount of €100,000 or an integral multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders €1,000 in excess thereof. (e) The Company shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control Triggering Event if (1) a third party another Person makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 2.12 otherwise applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and such other Person purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described aboveOffer. (f) Solely for purposes of this Section 2.12 in connection with the Notes, to redeem all of the Notes that remain outstanding following such purchase at terms shall have the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.following meanings:

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision Repurchase Event occurs with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or a Series of Notes, unless the Company launching the Offer shall have exercised its right to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws redeem such Notes as described in making any Offer to PurchaseSection 4.02 of this First Supplemental Indenture, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer offer (the “Change of Control Offer”) to Purchase upon each Holder of Notes of such Series to repurchase all or any part (equal to $2,000 or in integral multiples of $1,000 in excess thereof) of that Holder’s Notes of such Series at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased up to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event with respect to the Notes or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Company will electronically deliver or mail a notice to Holders of the applicable Series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the payment for the Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered. (d) Notwithstanding the foregoing, the Company will not be required to make an offer to repurchase Notes in connection with a Change of Control Repurchase Event if (1) a third party makes the Offer to Purchase such an offer in the manner, manner and at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to hereunder for an Offer to Purchase offer made by the Issuer or the Company and such third party purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or its offer. (2e) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the If Holders of not less than 9095% of the in aggregate principal amount of the applicable outstanding Series of Notes accept validly tender and do not withdraw such Notes in an Offer offer to Purchase repurchase the Notes in connection with a Change of Control Repurchase Event and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held validly tendered and not withdrawn by such Holders, the Issuer and the Company will have the right, on upon not less than thirty 30 nor more than sixty calendar 60 days’ prior written notice thereafter (with a copy to the Holders of Notes and the Trustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described abovePayment Date, to redeem all of the Notes that remain outstanding following such purchase at the purchase a redemption price in cash equal to that in 101% of the Offer to Purchase plusprincipal amount thereof, to the extent not included in the Offer to Purchase payment, plus accrued and unpaid interest and additional amountsinterest, if any, on the Notes that remain outstanding, to the date Redemption Date. (f) The Company will comply with the requirements of redemptionSection 14e-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent that those laws and regulations are applicable in connection with the repurchase of Notes as a result of Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations this Section 4.04 by virtue of compliance with such securities laws and regulations. (g) Notwithstanding anything to the contrary contained hereinin the Indenture or otherwise, an Offer for the avoidance of doubt, the Company’s obligation to Purchase may be made in advance of repurchase Notes upon a Change of Control, conditioned upon Control Repurchase Event may be waived by the consummation Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected by such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessarywaiver.

Repurchase of Notes upon a Change of Control. Not (a) In the event that there shall occur a Change of Control, each Holder of Notes shall have the right, at such Holder’s option, to require the Issuer to purchase all or any part of such Holder’s Notes on a date (the “Repurchase Date”) that is no later than thirty calendar 90 days following a after notice of the Change of Control, at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the Repurchase Date. (b) On or before the thirtieth day after any Change of Control, the Issuer is obligated to mail, or cause to be mailed, to all Holders of record of Notes and the Company Trustee, a notice regarding the Change of Control and the repurchase right. The notice shall state the Repurchase Date, the date by which the repurchase right must be exercised, the price for the Notes and the procedure which the Holder must follow to exercise such right. To exercise such right, the Holder of such Note must deliver, at least ten days prior to the Repurchase Date, written notice to the Issuer (or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% agent designated by the Issuer for such purpose) of the principal amount Holder’s exercise of Notes repurchased plus accrued and unpaid interest on such Notes right, together with the Note with respect to but excluding which the date of purchaseright is being exercised, duly endorsed for transfer; provided thatprovided, no however, that if mandated by applicable law, a Holder may be permitted to deliver such Offer to Purchase shall be required written notice nearer to the extent Repurchase Date than may be specified by the Person or group Issuer. (c) Notices may be delivered prior to the occurrence of a Change of Control stating that acquires control in the Change of Control offer is conditional on the occurrence of such Change of Control, and, if applicable, shall state that, in the Issuer’s discretion, the Repurchase Date may be delayed until such time as the Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must shall occur, or that such repurchase may not occur and such notice may be made rescinded in the event that the Issuer shall determine that such condition will not be satisfied by written offer the Repurchase Date, or by the Repurchase Date as so delayed. (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”d) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under applicable law, including Section 14(e) of the Exchange Act (and Rule 14e-1 thereunder, if applicable, if the Issuer is required to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion give a notice of a Note tendered must be in right of repurchase as a multiple result of U.S.$1.00 principal amount and that the minimum holding a Change of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price Control. (e) The Issuer will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will not be required to make an Offer to Purchase upon a Change of Control offer following a Change of Control if (1) a third party makes the Offer to Purchase Change of Control offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Section 4.12 and purchases all such Notes properly validly tendered and not withdrawn under the Offer to Purchase or such Change of Control offer. (2f) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the If Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes accept validly tender and do not validly withdraw such Notes in an Offer to Purchase in connection with a Change of Control and the IssuerCompany, or any third party making an Offer to Purchase in lieu of the Company (or one as permitted by Section 3.02, purchases of its Affiliates) or a third party purchases all of the Notes held validly tendered and not withdrawn by such Holders, the Issuer and the Company will or such third party shall have the right, on upon not less than thirty 10 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trustee)notice, given not more than thirty calendar 30 days following the such purchase pursuant to the Change of Control offer described abovein this Section 4.12, to redeem all of the Notes that remain outstanding following such purchase at the purchase a redemption price in cash equal to that in 101% of the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, principal amount thereof plus accrued and unpaid interest and additional amountsinterest, if any, on the Notes that remain outstandingto, to but not including, the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl Triggering Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the 2017 Notes, the Issuer 2022 Notes and the 2042 Notes in full, as set forth in Section 3.03 of this Third Supplemental Indenture or a Special Mandatory Redemption Triggering Event has occurred as set forth in Section 3.04 of this Third Supplemental Indenture, the Company or any Guarantor will shall make an Offer offer (the “Change of Control Offer”) to Purchase each Holder of Notes to repurchase any and all outstanding (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2017 Notes, 2022 Notes and 2042 Notes at a purchase repurchase price equal to 101% set forth in this Section 3.05. In the Change of Control Offer, the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase Company shall be required to the extent the Person or group that acquires control offer payment in such Change of Control transaction is a Qualified Investor. An “Offer cash equal to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90101% of the aggregate principal amount of 2017 Notes, 2022 Notes and 2042 Notes to be repurchased, plus accrued and unpaid interest, if any, on the outstanding 2017 Notes, the 2022 Notes accept an Offer to Purchase and the Issuer2042 Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days following any Change of Control Triggering Event, the Company (or one shall mail a notice to Holders of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the TrusteeTrustee describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). (b) On the Change of Control Payment Date, given not more than thirty calendar days following the purchase Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control offer described aboveOffer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate Principal Amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to redeem make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance as a result of a Change of Control, conditioned upon Control Triggering Event. To the consummation extent that the provisions of any such Change of Control, if a definitive agreement is in place for securities laws or regulations conflict with the Change of Control at Offer provisions of this Section 3.05, the time Company shall comply with the Offer applicable securities laws and regulations and shall not be deemed to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for have breached its obligations under this Section 3.05 by virtue of any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessarysuch conflict.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl Event, the Issuer or the Company or any Guarantor Guarantors will make an Offer to Purchase all outstanding Outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to up to, but excluding not including the date of purchaserepurchase; provided that, no that the Issuer or the Guarantors shall not be required to make such an Offer to Purchase shall be required if (a) third party makes such an Offer to Purchase in the extent manner, at the Person times and otherwise in compliance with, the requirements set forth in this Section 4.11 with respect to an Offer to Purchase made by the Issuer or group that acquires control in the Guarantors and (b) such Change of Control transaction is a Qualified Investorthird party purchases all Notes validly tendered and not withdrawn under its Offer to Purchase. An “Offer to Purchase” must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for the purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information concerning required by the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to PurchaseSecurities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender Notes notes pursuant to the offer. The Issuer A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the Company launching requirement that any portion of a Note tendered must be in a denomination of U.S.$200,000 and integral multiples of U.S.$1,000 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Issuer and the Guarantors will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Rating Decline, the Issuer or the Company or any Guarantor will shall make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such . An Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee)in English, which will shall specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) on any Business Day not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Cosan and its Subsidiaries that would reasonably be expected to which Cosan in good faith believes shall enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will Offer to Purchase shall also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000amount. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Dateexpiration date. On the Purchase Date purchase date the purchase price will shall become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will shall cease to accrue on and after the Purchase Datepurchase date. Notwithstanding the foregoing, neither the Issuer nor the The Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance shall comply with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn Rule 14e-1 under the Offer to Purchase or Exchange Act (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included applicable) and all other applicable laws in the making any Offer to Purchase paymentPurchase, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, above procedures shall be deemed modified as necessary to the date of redemptionpermit such compliance. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to Cosan shall obtain all necessary consents and approvals from the Central Bank of Brazil for any the remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary. Any failure to obtain such consents and approvals shall constitute an Event of Default pursuant to Section 6.01(c) below.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar (a) Within 30 days following a any Change of Control, the Issuer Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase (the "Change of Control Offer") Notes on the Change of Control Payment Date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in the notice. Pursuant to the Change of Control Offer, each Holder of Notes will have the right to require the Company to repurchase all or any Guarantor part (equal to $1,000 or an integral multiple thereof) of that Holder's Notes on the terms set forth herein. In the Change of Control Offer, the Company will make an Offer to Purchase all outstanding Notes at offer a purchase price payment in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on such Notes and Liquidated Damages, if any, thereon, to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to purchase (the extent the Person or group that acquires control in such "Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer Payment Date"). (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. b) The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will shall comply with the requirements of Rule 14e-1 under the Exchange Act (and any other securities laws and regulations thereunder to the extent applicablesuch laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.12, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.12 by virtue of such conflict. (c) and On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all other applicable laws Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in making any Offer respect of all Notes or portions thereof so tendered; and (3) deliver or cause to Purchasebe delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. (d) The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the above procedures Trustee will promptly authenticate and mail (or cause to be deemed modified as necessary transferred by book entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its the Notes pursuant to an Offer to Purchasesurrendered, subject to the requirement if any; provided that any portion of a each such new Note tendered must will be in a principal amount of $1,000 or an integral multiple of U.S.$1.00 principal amount and that $1,000. Unless the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business Company defaults on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Change of Control Payment, any Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased payment will cease to accrue interest on and after the Purchase Change of Control Payment Date. Notwithstanding the foregoing, neither the Issuer nor the . (e) The Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in clauses (a) through (d) of this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Section 4.12 and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryOffer.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, the Issuer or unless the Company has mailed a redemption notice with respect to all of the outstanding Notes as described in Section 3.01, Section 3.02 or Section 3.03, each Holder of Notes will have the right to require the Company to repurchase all or any Guarantor part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has mailed a redemption notice with respect to all of the outstanding Notes as described in Section 3.01, Section 3.02 or Section 3.03, the Company will make an Offer mail a notice to Purchase all outstanding each Holder with a copy to the Trustee (the “Change of Control Offer”) stating: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of Notes repurchased purchase, plus accrued and unpaid interest on such Notes interest, if any, to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required purchase (subject to the extent right of Holders of record on the Person or group that acquires control in relevant record date to receive interest on the relevant interest payment date); (2) the circumstances and relevant facts regarding such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer Control; (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and 3) the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less which shall be no earlier than thirty calendar 30 days or more nor later than sixty calendar 60 days after from the date of such notice is mailed); and (4) the offer and instructions, as determined by the Company, consistent with this Section 4.15, that a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer Holder must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected follow in order to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of have its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the purchased. (b) The Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all Offer. (c) A Change of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Control Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Offer Change of Control Offer. (d) On a date that is at least 30 but no more than 60 days from the date on which the Company mailed notice of the Change of Control (the “Change of Control Payment Date”), the Company will, to Purchase is madethe extent lawful: (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. (e) The paying agent will promptly send to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and send (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company agrees to obtain all necessary consents and approvals from will publicly announce the Central Bank for any remittance results of funds outside the Change of Brazil prior to making any Control Offer to Purchase, if necessaryon or as soon as practicable after the Change of Control Payment Date. (f) [Reserved.]

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl Triggering Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the 2013 Notes, the Issuer or 2015 Notes and 2020 Notes in full, as set forth in Section 3.03 of this First Supplemental Indenture, the Company or any Guarantor will shall make an Offer offer (the “Change of Control Offer”) to Purchase each holder of the 2013 Notes, the 2015 Notes and 2020 Notes to repurchase any and all outstanding (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such holder’s 2013 Notes, 2015 Notes and 2020 Notes at a purchase repurchase price equal to 101% set forth in this Section 3.04. In the Change of Control Offer, the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase Company shall be required to the extent the Person or group that acquires control offer payment in such Change of Control transaction is a Qualified Investor. An “Offer cash equal to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90101% of the aggregate principal amount of 2013 Notes, 2015 Notes and 2020 Notes to be repurchased, plus accrued and unpaid interest, if any, on the outstanding 2013 Notes, 2015 Notes accept an Offer and 2020 Notes to Purchase and be repurchased up to, but not including, the Issuerdate of repurchase (the “Change of Control Payment”). With respect to the Notes, within 30 days following any Change of Control Triggering Event, the Company (or one shall mail a notice to holders of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the TrusteeTrustee describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). (b) On the Change of Control Payment Date, given not more than thirty calendar days following the purchase Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control offer described aboveOffer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate Principal Amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to redeem make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. (c) The Company shall comply in all respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance as a result of a Change of Control, conditioned upon Control Triggering Event. To the consummation extent that the provisions of any such Change of Control, if a definitive agreement is in place for securities laws or regulations conflict with the Change of Control at Offer provisions of this Section 3.04, the time Company shall comply with the Offer applicable securities laws and regulations and shall not be deemed to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for have breached its obligations under this Section 3.04 by virtue of any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessarysuch conflict.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following If a Change of ControlControl occurs, unless one of the exemptions described below applies, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to U.S.$2,000 or an integral multiple of U.S.$1,000 in excess of U.S.$2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section 1010. In the Change of Control Offer, the Issuer or Company will offer a payment in cash (the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Amounts, if any, on such the Notes repurchased to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to purchase (the extent the Person or group that acquires control in such “Change of Control transaction is Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will send (or otherwise deliver in accordance with the applicable procedures of DTC) a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder with a copy to the Trustee)Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 1010 and that all Notes tendered will be accepted for payment; (2) the purchase price and the Change of Control Payment Date specified in the notice, which will specify the principal amount of Notes subject to the offer shall be no earlier than 30 days and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less no later than thirty calendar 60 days or more than sixty calendar days after from the date such notice is sent; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the offer and a settlement date Change of Control Payment, all Notes accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes payment pursuant to the offer. The Issuer or Change of Control Offer will cease to accrue interest after the Company launching Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Offer Notes, with the form entitled “Option of Holder to Purchase will comply with Rule 14e-1 under the Exchange Act (Elect Purchase” attached to the extent applicable) and all other applicable laws in making any Offer to PurchaseNotes completed, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchasetransfer by book-entry transfer, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which un-purchased portion must be equal to U.S.$2,000 in principal amount or an integral multiple of U.S.$1,000 in excess of U.S.$2,000. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1010, the Company will comply with the applicable securities laws or regulations and will not be deemed to have breached its obligations under this Section 1010 by virtue of such compliance. On the Purchase Date Change of Control Payment Date, the purchase price will become due and payable on each Note accepted Company will, to the extent lawful: (1) accept for purchase payment all Notes or portions of Notes properly tendered pursuant to the Offer Change of Control Offer; (2) deposit with the Paying Agent an amount equal to Purchasethe Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly pay to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and interest on the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes purchased surrendered, if any; provided that each such new Note will be in a principal amount of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess of U.S.$2,000. Any Note so accepted for payment will cease to accrue interest on and after the Purchase Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Notwithstanding anything to the foregoingcontrary in this Section 1010, neither the Issuer nor the Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 1010 applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer to Purchase or (2) notice of redemption for of all outstanding Notes then Outstanding has been given pursuant to this Indenture as described above under Section 3.05 paragraph 5 of the Notes unless and until there is a default in payment of the applicable redemption priceRedemption Price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the A Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to Purchase is madethe sixth paragraph of this Section 1010 will have the status of Notes issued and Outstanding. The In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer and the Company agrees (or any third party making such Change of Control Offer, in lieu of the Company, as described in the sixth paragraph of this Section 1010) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice to obtain all necessary consents the Holders (with a copy to the Trustee), given not more than 30 days following a Change of Control Payment Date, to redeem all, but not less than all, of the Notes that remain Outstanding at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchaseunpaid interest and Additional Amounts, if necessaryany, on the Notes that remain Outstanding, to but excluding the Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) If a Change of ControlControl occurs, each Holder of Notes shall have the Issuer or right to require the Company to repurchase all or any Guarantor will make part (equal to $2,000 or a higher multiple of $1,000) of that Holder’s Notes pursuant to an Offer to Purchase all outstanding Notes at (the “Change of Control Offer”). In such Change of Control Offer, the Company will offer a purchase price payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest on such Notes thereon, if any, to but excluding the date of purchase; provided that. (b) Within 30 days following any Change of Control, no the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such Offer to Purchase notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 3.05 and described in such notice. (c) On or before the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer Offer; (2) deposit with a copy the Paying Agent an amount equal to the Trustee), which will specify Change of Control Payment in respect of all Notes or portions thereof properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes subject or portions thereof being purchased by the Company. (d) The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date Change of the offer and a settlement date Control Payment for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchasesuch Notes, and the above procedures Trustee will promptly authenticate and mail (or cause to be deemed modified as necessary transferred by book entry) to permit such compliance. A each Holder may tender all or a new Note equal in principal amount to any unpurchased portion of its the Notes pursuant to an Offer to Purchasesurrendered, subject to the requirement if any; provided that any portion of a such new Note tendered must will be in a principal amount of $2,000 or a higher integral multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders $1,000. (e) This Section 4.11 shall be entitled to withdraw Notes tendered up to the close applicable regardless of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the whether any other Sections of this Indenture are applicable. (f) The Company will not be required to make an a Change of Control Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an a Change of Control Offer to Purchase made by the Issuer or the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this the Indenture as described above under Section 3.05 3.01, unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company . (or one of its Affiliatesg) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the A Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of ControlControl or another event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (h) The Company’s obligations to make a Change of Control Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from may be waived or modified with the Central Bank for any remittance written consent of funds outside Holders of Brazil prior to making any Offer to Purchase, if necessarya majority in principal amount of outstanding Notes.