Bolivarian Republic of Venezuela [NAME OF SECURITIES] Underwriting AgreementUnderwriting Agreement • January 27th, 2004 • Bolivarian Republic of Venezuela • New York
The Bolivarian Republic of Venezuela (the “Republic”) proposes, subject to the terms and conditions stated herein, to sell to you and the other Underwriters named in Schedule I attached hereto (the “Underwriters”) US$[ ] principal amount of the [ ]% [Name of Securities] of the Republic (the “Securities”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prospectus Supplement (as defined in Section 1(a)).
DEUTSCHE BANK TRUST COMPANY AMERICAS EXCHANGE AGENT AGREEMENTExchange Agent Agreement • January 27th, 2004 • Bolivarian Republic of Venezuela • New York
The Bolivarian Republic of Venezuela (the “Republic”), is offering to exchange (the “Exchange Offer”) up to U.S.$1,558,523,000 of its U.S. Dollar Denominated 10.75% Notes due 2013 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of its U.S. Dollar-Denominated 10.75% Notes due 2013 (the “Old Notes” and, together with the New Notes, the “Notes”), pursuant to a prospectus dated [•], 2004 (the “Base Prospectus”) and an accompanying prospectus supplement dated [•], 2004 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) included in the Republic’s Registration Statement on Schedule B (File No. 333-[•]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (“SEC”). The Term “Expiration Date” shall mean 5:00 p.m., New York City time, on [•], 2004, unless the Exchange Offer is extended as provided in the Prospectus Supplement, in wh
FISCAL AGENCY AGREEMENT Among THE BOLIVARIAN REPUBLIC OF VENEZUELA BANCO CENTRAL DE VENEZUELA DEUTSCHE BANK AG and BANKERS TRUST COMPANYFiscal Agency Agreement • January 27th, 2004 • Bolivarian Republic of Venezuela • New York
FISCAL AGENCY AGREEMENT, dated as of July 25, 2001, among the BOLIVARIAN REPUBLIC OF VENEZUELA (the “Issuer” or “Republic”), BANCO CENTRAL DE VENEZUELA, as official financial agent of the Republic (“Banco Central”), and DEUTSCHE BANK AG and BANKERS TRUST COMPANY, as fiscal agents and principal paying agents.
AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 27th, 2004 • Bolivarian Republic of Venezuela • New York
AMENDMENT No. 1 (this “Amendment”), dated as of September 19, 2003, to the Fiscal Agency Agreement, dated as of July 25, 2001, among the Bolivarian Republic of Venezuela (the “Issuer” or “Republic”), Banco Central de Venezuela, as official financial agent of the Republic (“Banco Central”), and Deutsche Bank AG and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as fiscal agents and principal paying agents (the “Fiscal Agency Agreement”).
Dated as of September 16, 2003 BOLIVARIAN REPUBLIC OF VENEZUELA, ABN AMRO INCORPORATED and CITIGROUP GLOBAL MARKETS, INC. SUBSCRIPTION AGREEMENT relating toSubscription Agreement • January 27th, 2004 • Bolivarian Republic of Venezuela • New York
Whereas the Issuer proposes to issue U.S.$700,000,000 10.75% Notes due 2013 (the “Notes”), to be represented initially by one or more restricted global Notes in definitive, fully registered form without coupons (collectively, the “Restricted Global Note”) representing the Notes initially sold pursuant to Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and one or more restricted global Notes in definitive, fully registered form without coupons (collectively, the “Regulation S Global Note”, and, together with the Restricted Global Note, the “Global Notes”) representing Notes initially sold in offshore transactions pursuant to Regulation S (“Regulation S”) under the Securities Act.
Dated as of October 21, 2003 BOLIVARIAN REPUBLIC OF VENEZUELA and BANCO DE CORO C.A. EXCHANGE AGREEMENTExchange Agreement • January 27th, 2004 • Bolivarian Republic of Venezuela • New York
Whereas the Republic previously issued certain promissory notes (or interests in respect thereof) the respective financial terms of which are set forth in Annex A hereto (the “Pagares”);
BANCO CENTRAL DE VENEZUELA UNDERTAKING dated as of [•], 2004Fiscal Agency Agreement • January 27th, 2004 • Bolivarian Republic of Venezuela • New York
The Bolivarian Republic of Venezuela ( the “Republic”) plans to issue and sell [•] aggregate principal amount of [•]% Notes due 20[•] (the “Securities”). The Securities will be sold pursuant to an Underwriting Agreement dated [•] between the Republic and the Underwriter named therein with respect to the Securities (the “Underwriting Agreement”), subject to the terms and conditions of the Underwriting Agreement. The Securities are to be issued pursuant to the Fiscal Agency Agreement, dated as of [•] (as amended and in effect from time to time, the “Fiscal Agency Agreement”) among the Republic, Banco Central de Venezuela (“Banco Central”), as official financial agent of the Republic, and [•], as fiscal agent (the “Fiscal Agent”), and the other agents referred to therein. As used in this letter agreement (the “Banco Central Undertaking”), except as otherwise expressly provided or unless the context otherwise requires, capitalized terms used herein shall have the meanings ascribed to them
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2004 • Bolivarian Republic of Venezuela • New York
Bolivarian Republic of Venezuela (“Venezuela”) plans to sell to you, as lead managers (the “Lead Managers”), subject to the terms set forth in a subscription agreement, dated September 16, 2003 (the “Subscription Agreement”), U.S.$700,000,000 aggregate principal amount of its 10.75% Notes due 2013 (the “Notes”) relating to the initial placement of the Notes (the “Initial Placement”) for resale by the Lead Managers to (i) qualified institutional buyers (“QIBs”) (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), or (ii) persons located outside the United States in offshore transactions (within the meaning of Regulation S under the Securities Act), on the terms and subject to the conditions set forth in an offering circular, dated September 16, 2003 (as amended or supplemented, the “Offering Circular”). The transactions contemplated by the Subscription Agreement, including the issuance, sale and delivery of the Notes by Venezuela and the re
