EXCHANGE AGENT AGREEMENTExchange Agent Agreement • December 20th, 2002 • Brazilian Petroleum Corp • Crude petroleum & natural gas • New York
Petrobras International Finance Company a limited company organized under the laws of the Cayman Islands (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 9 1/8% Senior Notes due February 2007 (the “Old Securities”) for its SEC-registered 9 1/8% Senior Notes due February 2007 (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.
AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENTAccount Control Agreement • December 20th, 2002 • Brazilian Petroleum Corp • Crude petroleum & natural gas • New York
This Amended and Restated Account Control Agreement (this “Agreement”), dated as of February 28, 2002, amends and restates the Account Control Agreement, dated as of February 4, 2002, between Petrobras International Finance Company, an exempted limited liability company duly incorporated and validly existing under the laws of the Cayman Islands (the “Issuer”), and The Bank of New York, a New York banking corporation (“BNY”), as trustee (the “Trustee”), under the Indenture (defined below) and as depository bank and as securities intermediary (as defined herein) hereunder, as the case may be. Capitalized terms used but not defined herein shall have the meanings assigned in the Indenture, dated as of February 4, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), between the Issuer and the Trustee. All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.
