PBR » Topics » Indenture

This excerpt taken from the PBR 6-K filed Nov 1, 2007.
Indenture”) among the Company, Petrobras and The Bank of New York (a New York banking corporation) as trustee (the “
This excerpt taken from the PBR 6-K filed Oct 3, 2006.
Indenture”) among the Company, Petrobras and The Bank of New York (a New York banking corporation as successor to JPMorgan Chase Bank), as trustee (the “
This excerpt taken from the PBR 20-F filed Jun 30, 2005.

Indenture

 

PIFCo issued the Global Notes pursuant to an indenture between PIFCo, as the issuer, and JP Morgan Chase Bank, as trustee, dated as of July 19, 2002. The U.S.$400 million Global Step-Up Notes due 2008 were supplemented by the first supplemental indenture dated as of March 31, 2003, among PIFCo, us and the trustee. The U.S.$500 million 9.125% Global Notes issued on July 2, 2003 due 2013 were supplemented by the second supplemental indenture dated as of July 2, 2003, among PIFCo, us and the trustee. The U.S.$250 million 9.125% Global Notes issued on September 18, 2003 due 2013 were supplemented by the amended and restated second supplemental indenture dated as of September 18, 2003, among PIFCo, us and the trustee. The U.S.$750 million 8.375% Global Notes due 2018 were supplemented by the third supplemental indenture dated as of December 10, 2003, among PIFCo, us and the trustee. The U.S.$600 million 7.75% Global Notes due 2014 were supplemented by the fourth supplemental indenture dated as of September 15, 2004, among PIFCo, us and the trustee. When we refer to the indenture in this section, we are referring to the indenture as supplemented by the first, second, amended and restated second, third and fourth supplemental indentures.

 

The terms of the indenture require PIFCo, among other things, to

 

    pay all amounts owed by PIFCo under the indenture and the notes when such amounts are due;

 

    perform all other obligations under the indenture;

 

    comply with all applicable laws;

 

    maintain all necessary governmental approvals;

 

    pay all uncontested taxes;

 

    preserve its existence;

 

    maintain its properties;

 

    maintain adequate insurance;

 

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    maintain its books and records in accordance with U.S. GAAP;

 

    maintain an office or agent in New York for the purpose of service of process and maintain a paying agent located in the United States;

 

    ensure that the notes continue to be its senior obligations;

 

    use proceeds from the issuance of the notes for specified purposes, namely the purchase of oil imports and the repayment of short-term indebtedness

 

    give notice to the trustee of any default or event of default under the indenture;

 

    provide certain financial statements to the trustee;

 

    take actions to maintain the trustee’s or the noteholders’ rights under the relevant transaction documents; and

 

    replace the trustee upon any resignation or removal thereof.

 

In addition, the terms of the indenture restrict PIFCo’s ability and the ability of its subsidiaries, among other things, to:

 

    undertake certain mergers, consolidations or similar transactions;

 

    create certain liens on PIFCo’s assets or pledge PIFCo’s assets; and

 

    enter into certain transactions with PIFCo’s affiliates.

 

These covenants are subject to a number of terms, conditions and further qualifications.

 

The indenture also contains certain events of default, consisting of the following:

 

    failure to pay principal within three calendar days of its due date;

 

    failure to pay interest within 30 days of any interest payment date;

 

    specified representations or warranties made by us in the standby purchase agreement not being true when made;

 

    breach of a covenant or agreement in the indenture or the standby purchase agreement by PIFCo or us, if not remedied within 60 calendar days;

 

    acceleration of or failure to make a payment on PIFCo’s indebtedness or our indebtedness or the indebtedness of a material subsidiary of ours that equals or exceeds U.S.$100 million;

 

    a final judgment against PIFCo, us or a material subsidiary of ours that equals or exceeds U.S.$100 million;

 

    certain events of bankruptcy, liquidation or insolvency of PIFCo, us or any material subsidiary of ours;

 

    certain events relating to the unenforceability of the notes, the indenture or the standby purchase agreement against PIFCo or us; and

 

    we cease to own at least 51% of PIFCo’s outstanding voting shares.

 

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"Indenture" elsewhere:

Chevron Corporation (CVX)
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