0001104659-05-047830 Sample Contracts

AMENDMENT NO. 1 to FISCAL AND PAYING AGENCY AGREEMENT among PDVSA FINANCE LTD. and JPMORGAN CHASE BANK, as Fiscal Agent and J.P. MORGAN BANK LUXEMBOURG S.A., as Paying Agent
Fiscal and Paying Agency Agreement • October 11th, 2005 • Pdvsa Finance LTD • Crude petroleum & natural gas • New York

This Amendment No. 1, dated as of July 12, 2004 (“Amendment No. 1”), to the Fiscal and Paying Agency Agreement, dated as of May 14, 1998 (the “Fiscal Agency Agreement”), is entered into by and among PDVSA FINANCE LTD., a company incorporated under the laws of the Cayman Islands (together with its successors and assigns, the “Issuer”), JPMORGAN CHASE BANK (formerly known as “The Chase Manhattan Bank”), as fiscal and paying agent (the “Fiscal Agent”), and J.P. MORGAN BANK LUXEMBOURG S.A. (formerly known as “Chase Manhattan Bank Luxembourg S.A.”), as paying agent (the “Paying Agent”).

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AMENDMENT NO. 1 to RECEIVABLES PURCHASE AGREEMENT by and among PDVSA FINANCE LTD., PDVSA PETRÓLEO, S.A. and PETRÓLEOS DE VENEZUELA, S.A.
Receivables Purchase Agreement • October 11th, 2005 • Pdvsa Finance LTD • Crude petroleum & natural gas • New York

This Amendment No. 1, dated as of July 12, 2004 (“Amendment No. 1”), to the Receivables Purchase Agreement, dated as of April 27, 1998 (the “Receivables Purchase Agreement”), is entered into by and among PDVSA FINANCE LTD., a company incorporated under the laws of the Cayman Islands (together with its successors and assigns, “PDVSA Finance”), PDVSA PETRÓLEO, S.A., a corporation established under the laws of the Bolivarian Republic of Venezuela and domiciled in Caracas (together with its successors and assigns, “PDVSA Petróleo”), and Petróleos de Venezuela, S.A., a corporation established under the laws of the Bolivarian Republic of Venezuela and domiciled in Caracas (together with its successors and assigns, “PDVSA”).

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