EX-25 16 dex25.htm STATEMENT OF ELIGIBILITY AND QUALIFICATION Statement of Eligibility and Qualification
Exhibit 25
 
FORM T-1
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
 
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)    ¨
 
 
 
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
 
 
New York
  
13-5160382
(State of incorporation
if not a U.S. national bank)
  
(I.R.S. employer
identification no.)
     
One Wall Street, New York, N.Y.
  
10286
(Address of principal executive offices)
  
(Zip code)
 
 
Petrobras International Finance Company
(Exact name of obligor as specified in its charter)
 
 
Cayman Islands
  
Not Applicable
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. employer
identification no.)
     
Anderson Square Building, P.O. Box 714,
    
George Town, Grand Cayman,
    
The Cayman Islands, B.W.I.
    
(Address of principal executive offices)
  
(Zip code)
 

 
Petróleo Brasileiro S.A.—Petrobras
(Exact name of obligor as specified in its charter)
 
 
Brazilian Petroleum Corporation—Petrobras
(Translation of obligor’s name into English)
 
 
Brazil
  
Not Applicable
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. employer
identification no.)
     
Avenida República do Chile, 65
    
20035-900 – Rio de Janeiro – RJ, Brazil
    
(Address of principal executive offices)
  
(Zip code)
 
 
 
 
9-1/8% Senior Notes due February 2007
(Title of the indenture securities)
 
 
 

2

 
1.    General information. Furnish the following information as to the Trustee:
 
 
(a)
 
Name and address of each examining or supervising authority to which it is subject.
 
 
                            Name
     
                    Address
Superintendent of Banks of the State of New York
     
2 Rector Street, New York,
      
N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York
     
33 Liberty Plaza, New York,
      
N.Y. 10045
Federal Deposit Insurance Corporation
     
Washington, D.C. 20429
New York Clearing House Association
     
New York, New York 10005
 
 
 
(b)
 
Whether it is authorized to exercise corporate trust powers.
 
Yes.
 
 
2.     Affiliations with Obligor.
 
If the obligor is an affiliate of the trustee, describe each such affiliation.
 
None.
 
 
16.    List of Exhibits.
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
 
 
1.
 
A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
 
 
4.
 
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)
 
 
6.
 
The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
 
 
7.
 
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE
 
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 17th day of December, 2002.
 
 
THE BANK OF NEW YORK
By:
  
/s/    ROBERT A. MASSIMILLO
   
Name:  ROBERT A. MASSIMILLO
   
Title:    VICE PRESIDENT
 
 
 

4

EXHIBIT 7
 
 
 
Consolidated Report of Condition of
 
THE BANK OF NEW YORK
 
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
 
a member of the Federal Reserve System, at the close of business September 30, 2002, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
 
 
ASSETS
   
Dollar Amounts In Thousands
Cash and balances due from depository institutions:
     
Noninterest-bearing balances and currency and coin
   
$3,735,469
Interest-bearing balances
   
3,791,026
Securities:
     
Held-to-maturity securities
   
1,140,688
Available-for-sale securities
   
15,232,384
Federal funds sold in domestic offices
   
1,286,657
Securities purchased under agreements to resell
   
1,035,718
Loans and lease financing receivables:
     
Loans and leases held for sale
   
869,285
Loans and leases, net of unearned income
   
34,695,130
LESS: Allowance for loan and lease losses
   
645,382
Loans and leases, net of unearned income and allowance
   
34,049,748
Trading Assets
   
9,044,881
Premises and fixed assets (including capitalized leases)
   
823,722
Other real estate owned
   
778
Investments in unconsolidated subsidiaries and associated companies
   
226,274
Customers’ liability to this bank on acceptances outstanding
   
249,803
Intangible assets
     
Goodwill
   
1,852,232
Other intangible assets
   
54,714
Other assets
   
4,961,572
    
Total assets
   
$78,354,951
    

LIABILITIES
   
Dollar Amounts
In Thousands
  
Deposits:
       
In domestic offices
   
$32,962,289
 
Noninterest-bearing
   
12,792,415
 
Interest-bearing
   
20,169,874
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
   
24,148,516
 
Noninterest-bearing
   
445,725
 
Interest-bearing
   
23,702,791
 
Federal funds purchased in domestic offices
   
959,287
 
Securities sold under agreements to repurchase
   
491,806
 
Trading liabilities
   
2,916,377
 
Other borrowed money:
       
(includes mortgage indebtedness and obligations under capitalized leases)
   
1,691,634
 
Bank’s liability on acceptances executed and outstanding
   
251,701
 
Subordinated notes and debentures
   
2,090,000
 
Other liabilities
   
5,815,688
 
    
Total liabilities
   
$71,327,298
 
    
Minority interest in consolidated subsidiaries
   
500,019
 
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
   
0
 
Common stock
   
1,135,284
 
Surplus
   
1,056,724
 
Retained earnings
   
4,218,003
 
Accumulated other comprehensive income
   
(117,623
)
Other equity capital components
   
0
 
    
Total equity capital
   
6,527,634
 
    
Total liabilities minority interest and equity capital
   
$78,354,951
 
    
 

 
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
 
 
Thomas J. Mastro,                                        
Senior Vice President and Comptroller                                         
 
 
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
 
Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith
  
Directors