UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE REPUBLIC OF
PERU OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
BOND ISSUED IN EXCHANGE FOR THIS BOND IS REGISTERED IN THE NAME OF CEDE & CO.
("CEDE") OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.
THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE FISCAL AGENCY
AGREEMENT REFERRED TO HEREINAFTER. THIS BOND MAY NOT BE EXCHANGED, IN WHOLE OR
IN PART, FOR A BOND REGISTERED IN THE NAME OF ANY PERSON OTHER THAN DTC OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 3.3 OF
THE FISCAL AGENCY AGREEMENT, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART,
EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.3 OF THE
FISCAL AGENCY AGREEMENT. BENEFICIAL INTERESTS IN THIS BOND MAY NOT BE
TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 3.3 OF THE FISCAL AGENCY
AGREEMENT.
No. A-1 U.S. $500,000,000
CUSIP No. 000000XX0
ISIN US715638AQ52
Common Code 019187438
GLOBAL BOND
THE REPUBLIC OF PERU
8.375% U.S. Dollar-Denominated Global Bonds due 2016
This Global Bond is in respect of an issue of 8.375% U.S.
Dollar-Denominated Global Bonds due 2016 (the "Bonds") of the Republic of Peru
("Peru"), limited to an aggregate principal amount of five hundred million U.S.
Dollars (U.S.$ 500,000,000) and issued pursuant to a Fiscal Agency Agreement,
dated as of February 6, 2003, as amended by Amendment No. 1 to the Fiscal Agency
Agreement, dated as of November 21, 2003 (the "Fiscal Agency Agreement") between
Peru and JPMorgan Chase Bank, as Fiscal Agent, Principal Paying Agent and
Registrar (the "Fiscal Agent," "Paying Agent" and "Registrar"). Unless the
context otherwise requires, the terms used herein shall have the meanings
specified in the Fiscal Agency Agreement and the Terms and Conditions of the
Bonds attached hereto (the "Terms").
Peru, for value received, hereby promises to pay to Cede & Co., or
registered assigns, on May 3, 2016 upon surrender hereof, the principal sum of
five hundred million U.S. Dollars (U.S.$500,000,000), and to pay interest at the
rate of 8.375% per annum, computed on the basis of a 360-day year consisting of
twelve 30-day months, from the date hereof on said principal amount in
accordance with the Terms until such principal amount is paid or made available
for payment, such interest to be paid semiannually in arrears on each Payment
Date, commencing on the Payment Date on November 3, 2004. The interest payable
on any such Payment Date will, subject to certain conditions set forth in the
Terms, be paid to the person in whose name this Bond is registered on the 15th
day preceding such Payment Date, whether or not such day is a Business Day. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the person in whose name this Bond is registered on such date
and may either be paid to the person in whose name this Bond is registered at
the close of business on a subsequent record date for the payment of such
defaulted interest to be fixed by Peru or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which this Bond may be listed. The Terms, except as otherwise provided
herein, shall be binding on Peru and the holder hereof as if fully set forth
herein.
The statements set forth in the legend set forth above are an integral
part of the terms of this Bond and by acceptance hereof each holder of this Bond
agrees to be subject to and bound by the terms and provisions set forth in such
legend.
This Bond will not be valid or become obligatory for any purpose until
the certificate of authentication hereon has been manually signed by or on
behalf of the Fiscal Agent.
This Bond is governed by and must be interpreted in accordance with the
laws of the State of New York, except that all matters governing authorization
and execution of this Bond by Peru are governed by the laws of Peru.
IN WITNESS WHEREOF, THE REPUBLIC OF PERU has caused this Global Bond to
be duly executed.
THE REPUBLIC OF PERU
By:
-----------------------------------
Name:
Title:
Dated: May 3, 2004
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Fiscal
Agency Agreement.
JPMORGAN CHASE BANK,
as Fiscal Agent
By:
-----------------------------------
Authorized Signatory
1. General. This Bond is one of a duly authorized issue of series of
debt securities of the Republic of Peru ("Peru"), designated as 8.375% U.S.
Dollar-Denominated Global Bonds due 2016 (the "Bonds"), limited to the aggregate
principal amount of U.S.$ 500,000,000 (except as otherwise provided in Section
12 below) issued pursuant to a Fiscal Agency Agreement, dated as of February 6,
2003, as amended by Amendment No. 1 to the Fiscal Agency Agreement, dated as of
November 21, 2003 (the "Fiscal Agency Agreement"), between Peru and JPMorgan
Chase Bank, the Fiscal Agent, Principal Paying Agent and Registrar (the "Fiscal
Agent," "Paying Agent" and the "Registrar" (collectively, the "Agents"), which
terms include its successors and assigns as such Fiscal Agent, Paying Agent and
Registrar). Capitalized terms used but not defined herein shall have the
meanings given to them in the Fiscal Agency Agreement. References herein to
"U.S.$," "$," "U.S. dollars" or "dollars" are to United States dollars.
(a) The holders of the Bonds will be entitled to the benefits of, be
bound by, and be deemed to have notice of, all the provisions of the Fiscal
Agency Agreement. Copies of the Fiscal Agency Agreement are on file and may be
inspected during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) at the principal office of the Fiscal Agent in New
York and at the offices of the Registrar and the paying agents referred to
below.
(b) The Bonds are issuable in fully registered form, without coupons.
The Bonds are issuable in authorized denominations of U.S.$1,000 and any
integral multiple thereof. The Bonds, and transfer thereof, must be registered
as provided in Section 7 below and in the Fiscal Agency Agreement. A person in
whose name a Bond is registered may (to the fullest extent permitted by law) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Bond regardless of any notice of ownership, theft or loss or of any
writing thereon.
(c) The Bonds will mature on May 3, 2016 (the "Maturity Date").
(d) As used herein, the following terms have the meanings set forth
below:
"Business Day" means any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized
or obligated by law to close in The City of New York or Lima, Peru.
"Payment Date" means May 3 and November 3 of each year, commencing
November 3, 2004 and ending on May 3, 2016, provided that if any such day is not
a Business Day, then the applicable Payment Date shall be the next following
Business Day.
2. Payments and Paying Agents. (a) Principal of and interest on the
Bonds will be payable in U.S. dollars. Principal of each Bond and interest
payable on the Maturity Date will be payable in U.S. dollars in immediately
available funds to the person in whose name such Xxxx is registered on the
Maturity Date, upon presentation and surrender of the Bond at the corporate
trust office of the Fiscal Agent in The City of New York or, subject to
applicable laws and regulations, at the office of any paying agent. Interest on
each Bond (other than interest payable on the Maturity Date) will be payable to
the person in whose name such Xxxx is registered at the close of business on the
Record Date (as defined below) for the relevant Payment Date. Peru will make
payments of principal and interest on the Bonds by providing the Fiscal Agent
the amount of such payment, in U.S. dollars in immediately available funds, on
or before the Payment Date, and directing the Fiscal Agent to make a wire
transfer of such amount in U.S. dollars to DTC or its nominee as the registered
owner of the Bonds, which will receive the funds for distribution to the
beneficial owners of the Bonds; provided that Peru may, subject to applicable
laws and regulations, make payments of principal and interest on the Bonds by
mailing, or directing the Fiscal Agent to mail, from funds made available by
Peru for such purpose, a check to the person entitled thereto, on or before the
due date for the payment at the address that appears on the security register
maintained by the Fiscal Agent on the applicable record date. The Record Date
with respect to any Payment Date will be the 15th day prior to such date (each
such day, a "Record Date"), whether or not such day is a Business Day.
None of Peru, the Fiscal Agent or any paying agent will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the Bonds or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
(b) In the event that the maturity of the Bonds is accelerated in
accordance with Section 4 below, holders of the Bonds will be permitted to
elect, by providing notice to Peru, with a copy to the Fiscal Agent, on the date
of acceleration or on any date thereafter prior to payment, to receive the
amount payable in respect of the Bonds at such time in the currency of Peru.
(c) Any payment of principal or interest required to be made on a
Payment Date that is not a Business Day (or, in the case of a Luxembourg Paying
Agent, is a day on which banks in Luxembourg are required or authorized by law
to close) need not be made on such day, but may be made on the next succeeding
Business Day (or, in the case of a Luxembourg Paying Agent, the next succeeding
day on which banks in Luxembourg are not required or authorized by law to close)
with the same force and effect as if made on such Payment Date, and no interest
will accrue with respect to such payment for the period from and after such
Payment Date.
(d) So long as any of the Bonds are outstanding, Peru shall maintain a
paying agent and a transfer agent in a western European city for payment on and
transfers of the Bonds (which will be Luxembourg, so long as the Bonds are
listed on the Luxembourg Stock Exchange and the rules of such Exchange so
require), a Registrar having a specified office in The City of New York and a
paying agent having a specified office in The City of New York. Peru has
initially appointed X.X. Xxxxxx Bank Luxembourg S.A. as Luxembourg paying agent
and transfer agent for the Bonds and JPMorgan Chase Bank as Registrar and Paying
Agent. Subject to the foregoing, Peru shall have the right at any time to
terminate any such appointment and to appoint any other paying agents or
transfer agents in such other places as it may deem appropriate upon notice in
accordance with Section 11 below.
(e) Pending payment of principal or interest on the Bonds that becomes
due, the Fiscal Agent shall hold in trust, for the benefit of the beneficial
owners of the Bonds, the amounts transferred by Peru to the Fiscal Agent for
such purpose. Any moneys held by the Fiscal Agent in respect of the Bonds and
remaining unclaimed for two years after such amounts shall have become due and
payable must be returned by the Fiscal Agent to Peru and the holders of such
Bonds shall thereafter look only to Peru for any payment to which such holders
may be entitled. The Bonds will become void unless presented for payment within
five years after the Maturity Date (or such shorter period as shall be
prescribed by applicable law).
(f) All notifications, opinions, determinations, certificates,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions hereof (in the absence of willful default, bad
faith or manifest error) will be binding on Peru, the Fiscal Agent, the
Registrar, the Paying Agent, each other paying agent and all holders of Bonds.
3. Status and Negative Pledge. (a) The Bonds will be direct, general,
unconditional, unsubordinated and unsecured obligations of Peru. Peru has
pledged its full faith and credit for the due and punctual payment of all
amounts due in respect of the Bonds. The Bonds will rank pari passu, without any
preference among themselves, with all other existing and future unsecured and
unsubordinated obligations of Peru relating to External Indebtedness.
(b) So long as any of the Bonds remain outstanding, Peru shall not
create or permit to subsist any Security Interest in the whole or any part of
its present or future revenues or assets to secure Public External Indebtedness
of Peru, unless the Bonds are secured equally and ratably with such Public
External Indebtedness; provided, however, that Peru may create or permit to
subsist:
(i) Security Interests created prior to February 7, 2002;
(ii) Security Interests securing Public External Indebtedness
incurred in connection with a Project Financing, provided that the
Security Interest is solely in assets or revenues of the project for
which the Project Financing was incurred;
(iii) Security Interests securing Public External Indebtedness
incurred or assumed by Peru to finance or refinance the acquisition of
the assets in which such Security Interest has been created or
permitted to subsist and any Security Interests existing on such
assets at the time of their acquisition;
(iv) Security Interests securing Public External Indebtedness
arising in the ordinary course to finance export, import or other
trade transactions, which Public External Indebtedness matures (after
giving effect to all renewals and refinancing thereof) not more than
one year after the date on which such Public External Indebtedness was
originally incurred;
(v) Security Interests securing Public External Indebtedness
which, together with all other Public External Indebtedness secured by
Security Interests (excluding Public External Indebtedness secured by
other permitted Security Interests), does not exceed U.S.$25,000,000
principal amount (or its equivalent in other currencies) in the
aggregate;
(vi) Security Interests arising by operation of a currently
existing law in connection with Public External Indebtedness,
including without limitation any right of set-off with respect to
demand or time deposits maintained with financial institutions and
bankers' liens with respect to property held by financial institutions
(in each case deposited with or delivered to such financial
institutions in the ordinary course of the depositor's activities);
(vii) Security Interests created in connection with the
transactions contemplated by Peru's 1996 financing plan dated June 5,
1996, and its implementing documentation, including Security Interests
to secure obligations under the collateralized bonds issued under the
1996 financing plan (the Fixed Rate Bonds due 2027 ("Par Bonds"), the
Floating Rate Bonds due 2027 ("Discount Bonds") and the Front-Loaded
Interest Reduction Bonds due 2017 ("FLIRBs")) and any Security
Interest securing obligations of Peru outstanding as of June 5, 1996,
to the extent required to be equally and ratably secured with any such
bonds;
(viii) Security Interests issued upon surrender or cancellation
of the Par Bonds, the Discount Bonds or the FLIRBs, or the principal
amount of any Public External Indebtedness outstanding as of June 5,
1996, in each case, to the extent such Security Interest is created to
secure Public External Indebtedness on a basis comparable to the Par
Bonds, the Discount Bonds and the FLIRBs;
(ix) Security Interests on shares of, or other assets of, any
present or former Peruvian public sector entity created or granted by
Peru in connection with, or in anticipation of, the privatization of
such entity; and
(x) any renewal or extension of any Security Interest stated
above.
(c) The following terms shall have the meanings specified below:
(i) "External Indebtedness" means obligations of, or guaranteed
(whether by contract, statute or otherwise) by, Peru for borrowed
money or evidenced by bonds, debentures, notes or similar instruments
denominated or payable, or which, at the option of the holder thereof,
may be payable, in a currency other than the currency of Peru or by
reference to a currency other than the currency of Peru (other than
any such obligations originally issued or incurred within Peru).
(ii) "Public External Indebtedness" means any External
Indebtedness that (i) is in the form of, or represented by, bonds,
notes or other securities that are, or were intended at the time of
issuance to be, quoted, listed or traded on any securities exchange or
other securities market (including without limiting the generality of
the foregoing, securities for resale pursuant to Rule 144A under the
Securities Act (or any successor law or regulation of similar effect))
and (ii) has an original maturity of more than one year or are
combined with a commitment so that the original maturity of one year
or less may be extended at the option of Peru to a period in excess of
one year.
(iii) "Project Financing" means any financing of all or part of
the costs of the acquisition, construction or development of any
project if the person or persons providing such financing expressly
agree to limit their recourse to the project financed and the revenues
derived from such project as the principal source of repayment for the
moneys advanced.
(iv) "Security Interest" means any security interest, including
without limitation, any lien, pledge, mortgage, deed of trust or
charge, or any encumbrance or preferential arrangement that has the
practical effect of constituting a security interest.
(d) The obligations of Peru set forth in Section 6.3(a) of the
Fiscal Agency Agreement are hereby incorporated by reference and made
a part of, as though set forth in, this Bond for the benefit of (and
shall be directly enforceable by) the holder of this Bond.
4. Events of Default. (a) Each of the following events will constitute
an "Event of Default" under the Bonds:
(i) if Peru fails to pay interest or principal on the Bonds when
due and such failure continues for a period of 30 days; or
(ii) if Peru does not perform any other obligation under any Bond
and such failure is incapable of remedy or is not remedied within 60
days after written notice has been given to Peru by the Fiscal Agent;
or
(iii) if Peru fails to make any payment in respect of:
(A) External Indebtedness outstanding as of February 21,
2002; or
(B) Public External Indebtedness;
in an aggregate principal amount in excess of
U.S.$25,000,000 (or its equivalent in any other currency) when
due, and such failure continues beyond the applicable grace
period; or
(iv) if any event or condition occurs that results in the
acceleration of the maturity of:
(A) External Indebtedness outstanding as of February 21,
2002; or
(B) Public External Indebtedness;
in an aggregate principal amount in excess of U.S.$25,000,000 (or
its equivalent in any other currency); or
(v) if Peru declares a general suspension on or moratorium with
respect to the payment of principal of or interest on all or a portion
of its External Indebtedness; or
(vi) if (A) Peru contests the validity of, or its obligations
under, any Bond or, to the extent adversely affecting the Bonds, the
Fiscal Agency Agreement, (B) Peru denies any of its obligations under
any Bond or, to the extent adversely affecting the Bonds, the Fiscal
Agency Agreement, or (C) any constitutional provision, treaty, law,
regulation, decree, or other official pronouncement of Peru, or any
final decision by any court in Peru having jurisdiction, renders it
unlawful for Peru to pay any amount due on the Bonds or to perform any
of its obligations under any Bond or, to the extent adversely
affecting the Bonds, the Fiscal Agency Agreement; or
(vii) if any writ, execution, attachment or similar process is
levied against all or any substantial part of the assets of Peru in
connection with any judgment for the payment of money exceeding
U.S.$25,000,000 (or its equivalent in any other currencies), and Peru
fails to satisfy or discharge such judgment, or adequately bond,
contest in good faith or receive a stay of execution or continuance in
respect of such judgment, within a period of 120 days; or
(viii) if Peru fails to maintain its membership in, and its
eligibility to use the general resources of, the International
Monetary Fund.
(b) Upon the occurrence and during the continuance of an Event of
Default, the holders of at least 25% in aggregate principal amount of all Bonds
then Outstanding may by written notice given to Peru (with a copy to the Fiscal
Agent) declare the Bonds held by it to be immediately due and payable; and upon
such declaration the principal amount of such Bonds and the accrued interest on
such Bonds will become immediately due and payable upon the date that such
written notice is received at the office of the Fiscal Agent, unless prior to
such date all Events of Default in respect of all Bonds have been cured. The
right to give such acceleration notice will terminate if the event giving rise
to such right has been cured before such right is exercised. Holders of Bonds
holding in the aggregate at least 50% in principal amount of the then
Outstanding Bonds may waive any existing defaults, and rescind or annul any
notice of acceleration, on behalf of all bondholders, if (i) following the
declaration of the Bonds due and payable immediately, Peru has deposited with
the Fiscal Agent an amount sufficient to pay all overdue installments of
principal, interest and Additional Amounts in respect of the Bonds as well as
the reasonable fees and compensation of the Fiscal Agent; and (ii) all other
Events of Default have been remedied. In the event of a declaration of
acceleration because of an Event of Default set forth in clause (iii) or (iv)
above, such declaration of acceleration shall be automatically rescinded and
annulled if the event triggering such Event of Default pursuant to such clause
(iii) or (iv) shall be remedied, cured or waived by the holders of the relevant
indebtedness, within 60 days after such event.
(c) Upon the occurrence of an Event of Default under Section 4(a), Peru
shall give written notice promptly after becoming aware thereof to the holder of
each Bond (with a copy to the Fiscal Agent). Within 15 days after becoming aware
of the occurrence of an event which with the giving of notice or lapse of time
or both would, unless remedied, cured or waived, become an Event of Default
under clause (iii) or (iv) of Section 4(a), Peru shall give written notice
thereof to the holder of each Bond (with a copy to the Fiscal Agent). Any notice
required to be given pursuant to this Section 4(c) to each holder of a Bond may
be given by Peru directly to the Fiscal Agent; provided that Peru will cause the
Fiscal Agent promptly to give notice of each Event of Default specified in such
notice to the holders of Bonds.
5. Purchase of the Bonds by Peru. Peru may at any time purchase or
acquire any of the Bonds in any manner and at any price. Bonds that are
purchased or acquired by Peru may, at Peru's discretion, be held, resold or
surrendered to the Fiscal Agent for cancellation, but any Bond so purchased by
Peru may not be re-issued or resold except in compliance with the Securities Act
and other applicable law.
6. Additional Amounts. (a) The payment by Peru of principal of or
interest on the Bonds will be made without withholding or deduction for or on
account of any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by Peru, any political subdivision
thereof or any taxing authority in Peru. If Peru is required by law to make any
such withholding or deduction, it will pay such additional amounts ("Additional
Amounts") as may be necessary in order to ensure that the net amounts receivable
by the holders of Bonds after such withholding or deduction shall equal the
amount that would have been receivable in respect of the Bonds in the absence of
such withholding or deduction; except that no such Additional Amounts shall be
payable with respect to any Bond to or on behalf of a holder who is liable for
taxes or duties in respect of such Bond (i) by reason of such holder having some
connection with Peru other than the mere holding of such Bond or the receipt of
principal of or interest on any Bond; (ii) by reason of the failure to comply
with any reasonable certification, identification or other reporting requirement
concerning the nationality, residence, identity or connection with Peru, or any
political subdivision or taxing authority thereof or therein, of the holder of a
Bond or any interest therein or rights in respect thereof, if compliance is
required by Peru, or any political subdivision or taxing authority thereof or
therein, pursuant to applicable law or to any international treaty in effect, as
a precondition to exemption from such deduction or withholding; or (iii) by
reason of the failure of such holder to present such holder's Bond for payment
within 30 days after the principal of or interest on any Bond is first made
available to payment to the holder.
(b) Whenever in this Bond there is mentioned, in any context, the
payment of the principal of or interest on any Bond, such mention shall be
deemed to include mention of the payment of Additional Amounts to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.
(c) No Additional Amounts shall be payable in respect of any Bond to a
holder that is a fiduciary or partnership or other than the sole beneficial
owner of such Bond, to the extent the beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner would not
have been entitled to receive payment of the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the holder of such Bond.
7. Replacement, Exchange and Transfer. (a) If any Bond becomes
mutilated or is defaced, destroyed, lost or stolen, the Fiscal Agent shall
authenticate and deliver a new Bond, on such terms as Peru and the Fiscal Agent
may require, in exchange and substitution for the mutilated or defaced Bond or
in lieu of and in substitution for the destroyed, lost or stolen Bond. In every
case of mutilation, defacement, destruction, loss or theft, the applicant for a
substitute Bond must furnish to Peru and the Fiscal Agent such indemnity as Peru
and the Fiscal Agent may require and evidence to their satisfaction of the
destruction, loss or theft of such Bond and of the ownership thereof. In every
case of mutilation or defacement of a Bond, the holder must surrender to the
Fiscal Agent the Bond so mutilated or defaced. In addition, prior to the
issuance of any substitute Bond, Peru may require the payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including the fees and
expenses of the Fiscal Agent) connected therewith. If any Bond that has matured
or is about to mature becomes mutilated or defaced or is apparently destroyed,
lost or stolen, Peru may pay or authorize payment of such Bond without issuing a
substitute Bond.
(b) Upon the terms and subject to the conditions set forth in the
Fiscal Agency Agreement, a Bond or Bonds may be exchanged for a Bond or Bonds of
equal aggregate principal amount in such same or different authorized
denominations as may be requested by the holder, by surrender of such Bond or
Bonds at the office of the Registrar, or at the office of any transfer agent,
together with a written request for the exchange. Any registration of transfer
or exchange shall be effected upon Peru being satisfied with the documents of
title and identity of the person making the request and subject to such
reasonable regulations as Peru may from time to time agree with the Fiscal
Agent.
(c) Upon the terms and subject to the conditions set forth in the
Fiscal Agency Agreement, a Bond may be transferred in whole or in part by the
holder or holders surrendering the Bond for registration of transfer at the
office of the Registrar in The City of New York or at the office of any transfer
agent, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to Peru and the Registrar or any such transfer agent, as the
case may be, duly executed by the holder or holders thereof or its
attorney-in-fact or attorneys-in-fact duly authorized in writing.
(d) No service charge will be imposed upon the holder of a Bond in
connection with exchanges for Bonds of a different denomination or for
registration of transfers thereof, but Peru and the Fiscal Agent may charge the
party requesting any registration of transfer, exchange or registration of Bonds
a sum sufficient to reimburse it for any stamp or other tax or other
governmental charge required to be paid in connection with such transfer,
exchange or registration.
8. Amendments and Waivers. (a) Section 9.2 of the Fiscal Agency
Agreement, which Section is hereby incorporated mutatis mutandi by reference
herein, provides, among other things, (i) with respect to matters other than
Reserved Matters (as defined below), that (A) at any meeting of holders of the
Bonds duly called and held as specified in the Fiscal Agency Agreement, upon the
affirmative vote, in person or (in the case of registered owners of the Bonds)
by proxy thereunto duly authorized in writing, of the holders of at least 66?%
in aggregate principal amount of the Bonds then Outstanding represented at such
meeting, or (B) with the written consent of the holders of at least 66?% in
aggregate principal amount of the Bonds then Outstanding, Peru and the Fiscal
Agent may modify, amend or supplement the terms of the Bonds or, with respect to
the Bonds, the Fiscal Agency Agreement in any way, other than a modification,
amendment or supplement constituting a Reserved Matter, and the holders of the
Bonds may make, take or give any request, demand, authorization, direction,
notice, consent, waiver or other action provided by the Fiscal Agency Agreement
or the Bonds to be made, given or taken by holders of the Bonds, other than a
waiver or other action constituting a Reserved Matter; and, (ii) with respect to
Reserved Matters, that, (A) at any meeting of holders of the Bonds duly called
and held as specified in the Fiscal Agency Agreement, upon the affirmative vote,
in person or (in the case of registered owners of the Bonds) by proxy thereunto
duly authorized in writing, of the holders of at least 75% in aggregate
principal amount of the Bonds then Outstanding, or (B) with the written consent
of the holders of at least 75% in aggregate principal amount of the Bonds then
Outstanding, Peru and the Fiscal Agent may make any modification, amendment,
supplement or waiver of the Fiscal Agency Agreement or the terms and conditions
of the Bonds that would (1) change the due date for payment of the principal of
(or premium, if any) or any installment of interest on the Bonds, (2) reduce the
principal amount of the Bonds, the portion of such principal amount which is
payable upon acceleration of the maturity of the Bonds, the interest rate
thereon or the premium payable upon redemption thereof, (3) change the coin or
currency in which or the required places at which payment with respect to
interest, premium or principal in respect of the Bonds is payable, (4) shorten
the period during which Peru is not permitted to redeem the Bonds, or permit
Peru to redeem the Bonds if, prior to such action, Peru is not permitted to do
so, (5) reduce the proportion of the principal amount of the Bonds the vote or
consent of the holders of which is necessary to modify, amend or supplement the
Fiscal Agency Agreement or the terms and conditions of the Bonds or to make,
take or give any request, demand, authorization, direction, notice, consent,
waiver or other action provided hereby or thereby to be made, taken or given, or
change the definition of "Outstanding" with respect to the Bonds, (6) change the
obligation of Peru to pay additional amounts with respect to the Bonds, (7)
change the governing law provision of the Bonds, (8) change the courts to the
jurisdiction of which Peru has submitted, Peru's obligation to appoint and
maintain a Process Agent with an office in New York, as set forth in Section 10
hereof, or Peru's waiver of immunity, in respect of actions or proceedings
brought by any holder based upon the Bonds, as set forth in Section 10 hereof,
(9) in connection with an exchange offer for the Bonds, amend any Event of
Default (as defined herein), or (10) change the status of the Bonds, as set
forth herein. Each of the actions set forth in clauses (1) through (10) of the
preceding sentence is referred to herein as a "Reserved Matter."
(b) Peru and the Fiscal Agent may, without the vote or consent of any
holder of Bonds, amend the Fiscal Agency Agreement or the Bonds for the purpose
of (i) adding to the covenants of Peru for the benefit of the holders of Bonds,
or (ii) surrendering any right or power conferred upon Peru in respect of the
Fiscal Agency Agreement or the Bonds, or (iii) providing security or collateral
for the Bonds, or (iv) curing any ambiguity in any provision, or curing,
correcting or supplementing any defective provision contained herein or in the
Fiscal Agency Agreement in a manner which does not adversely affect the interest
of any Bond holder, or (v) effecting any amendment of the Fiscal Agency
Agreement (including, to the extent necessary to provide for the issuance of
other Bonds and of Warrants) or the Bonds which Peru and the Fiscal Agent
mutually deem necessary or desirable so long as any such amendment does not, and
will not, adversely affect the rights or interests of any Bond holder.
(c) It shall not be necessary for the vote or consent of the holders of
Bonds to approve the particular form of any proposed modification, amendment,
supplement, request, demand, authorization, direction, notice, consent, waiver
or other action, but it shall be sufficient if such vote or consent shall
approve the substance thereof. Any such modification, amendment, supplement,
request, demand, authorization, direction, notice, consent, waiver or other
action taken, made or given in accordance with Section 8(a) hereof shall be
conclusive and binding on all holders of Bonds, whether or not they have given
such consent or cast such vote, or were present at any meeting and whether or
not notation of such modification, amendment, supplement, request, demand,
authorization, direction, notice, consent, waiver or other action is made upon
the Bonds.
(d) Any notice of meeting of holders of Bonds shall set forth the time
and place of such meeting and in general terms the action proposed to be taken
at such meeting, and shall be given to each holder as provided in Section 11
hereof.
9. Governing Law. This Bond is governed by and must be interpreted in
accordance with the laws of the State of New York, except that all matters
governing authorization and execution of the Bonds by Peru are governed by the
laws of Peru.
10. Jurisdiction. (a) In the Fiscal Agency Agreement, Peru has agreed
that in connection with any suit, action or proceeding against it or its
properties, assets or revenues arising out of or relating to the Fiscal Agency
Agreement or the Bonds (a "Related Proceeding"), Peru shall submit to the
exclusive jurisdiction of any New York State or U.S. federal court sitting in
New York City, and any appellate court thereof (the "Specified Courts"). Peru
has also agreed that (i) all claims in respect of such Related Proceeding may be
heard and determined in such Specified Courts; (ii) any judgment obtained in the
Specified Courts arising out of any Related Proceeding may be enforced or
executed in any other court of competent jurisdiction whatsoever; and (iii) any
judgment obtained in any such other court as a result of such enforcement or
execution may be enforced or executed in any such other court of competent
jurisdiction (all such courts other than Specified Courts being called herein
"Other Courts"), by means of a suit on the judgment or in any other manner
provided by law; provided that in order to enforce or execute any such judgment
ordering any payment by Peru, Peruvian courts will require that such payments be
included in the Budget Law corresponding to the fiscal year on which such
payment is to be due (but Peru will use its best efforts to cause such payment
to be included in such Budget Law). Peru has irrevocably submitted to the
exclusive jurisdiction of the Specified Courts solely for the purpose of any
Related Proceeding and, for enforcing or executing any judgment arising in
connection with a Related Proceeding as described above (a "Related Judgment"),
of the Specified Courts and each Other Court.
(b) Peru has agreed that CT Corporation, presently located at 000
Xxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx, will act as its process agent
(the "Process Agent") and that Peru will maintain at all times an agent with an
office in New York to act as its Process Agent. The Process Agent will receive
on behalf of Peru and its property all writs, process and summonses in any
Related Proceeding or any suit, action or proceeding to enforce or execute any
Related Judgment brought against it in such Specified Courts. Failure of the
Process Agent to give any notice to Peru of any such service of process shall
not impair or affect the validity of such service or of any judgment based
thereon. Nothing in the Fiscal Agency Agreement or herein shall in any way be
deemed to limit the ability to serve any such writs, process or summonses in any
other manner permitted by applicable law.
(c) Peru has irrevocably consented to and waived, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue in any Related Proceeding brought in the Specified Courts or to the
laying of venue of any suit, action or proceeding brought solely for the purpose
of enforcing or executing any Related Judgment in the Specified Courts or Other
Courts, and has further irrevocably waived, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of any Related
Proceeding in a Specified Court or any such suit, action or proceeding to
enforce or execute a Related Judgment in any Other Court.
(d) To the extent that Peru or any of its revenues, assets or
properties may be entitled to any sovereign or other immunity from jurisdiction
or any other legal process under any law, Peru has agreed not to claim and to
waive such immunity to the fullest extent permitted by the laws of such
jurisdiction. This waiver covers Peru's sovereign immunity and immunity from
prejudgment attachment, post-judgment attachment and attachment in aid of
execution, but does not extend to the attachment of revenues, assets and
property of Peru located in Peru unless permitted under Peruvian law.
Additionally, in accordance with Peruvian law currently in effect, Peru's waiver
of immunity does not extend to property that is (i) used by a diplomatic or
consular mission of Peru; (ii) of a military character and under the control of
a military authority or defense agency of Peru; (iii) public property; (iv)
shares of Peruvian public sector entities or shares of Peruvian private sector
entities owned or controlled by Peru or by a Peruvian public sector entity, or
revenues collected from the sale of such shares, to the extent such shares or
revenues are exempt by Peruvian law from attachment or execution; or (v) funds
deposited in Peru's accounts held in the Peruvian financial system.
Peru, however, has reserved the right to plead sovereign immunity under
the U.S. Foreign Sovereign Immunities Act of 1976 (the "Immunities Act") with
respect to actions brought against it under U.S. federal securities laws or any
state securities law. Without an effective waiver of immunity by Peru with
respect to such actions, it would be impossible to obtain a U.S. judgment in
such an action against Peru unless a court were to determine that Peru is not
entitled under the Immunities Act to sovereign immunity with respect to such
action. In addition, execution upon property of Peru located in the United
States to enforce a judgment obtained under the Immunities Act may not be
possible except in the limited circumstances specified in the Immunities Act.
Even if a U.S. judgment could be obtained against Peru in any such
action, it may not be possible to enforce in Peru a judgment based on such a
U.S. judgment.
Peru has also consented generally for the purposes of the State
Immunity Act of 1978 of the United Kingdom to the giving of any relief or the
issue of any process in connection with any Related Proceeding or Related
Judgment.
11. Notices. Notices will be mailed to holders of Bonds at their
registered addresses and will be deemed to have been given on the date of such
mailing. All notices to holders of the Bonds will be published, if and so long
as the Bonds are listed on the Luxembourg Stock Exchange and the rules of such
exchange so require, in a daily newspaper of general circulation in Luxembourg.
It is expected that such publication will be made in the Luxemburger Wort. If
publication as aforesaid is not practicable, notice will be validly given if
made in accordance with the rules of the Luxembourg Stock Exchange.
12. Further Issues. Peru may, from time to time, without the consent of
the holders of the Bonds, create and issue additional bonds having the same
terms and conditions as the Bonds, except for the issue date, issue price and
the amount of the first payment of interest, which additional bonds may be
consolidated and form a single series with the outstanding Bonds.
