0001193125-04-196418 Sample Contracts

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY FOR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM, LUXEMBOURG”) AND EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), TO THE ISSUER...
Bond Agreement • November 15th, 2004 • Peru Republic Of • Foreign governments • New York

This Global Bond is in respect of an issue of 7.50% Euro-Denominated Global Bonds due 2014 (the “Bonds”) of the Republic of Peru (“Peru”), limited to an aggregate principal amount of SIX HUNDRED FIFTY MILLION EURO (€650,000,000) 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 and Amendment No. 2 to the Fiscal Agency Agreement, dated as of October 14, 2004 (as amended, 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

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REPUBLIC OF PERU UNDERWRITING AGREEMENT
Underwriting Agreement • November 15th, 2004 • Peru Republic Of • Foreign governments • New York

THE REPUBLIC OF PERU (“Peru”) proposes to issue and sell to the underwriters whose names are set forth on Schedule I hereto, acting severally, not jointly (each an “Underwriter” and, collectively, the “Underwriters”), for whom J.P. Morgan Securities Inc. is acting as representative (in such capacity, the “Representative”), €650,000,000 aggregate principal amount of its 7.50% Euro-Denominated Global Bonds due 2014 (the “Global Bonds”) to be issued pursuant to a Fiscal Agency Agreement, dated as of February 6, 2003 (as amended, and as it may be further amended from time to time, the “Fiscal Agency Agreement”), between Peru and JPMorgan Chase Bank (the “Fiscal Agent”). The transaction contemplated by this Agreement, including the issuance, sale and delivery of the Global Bonds and the resale thereof by the Underwriters, is referred to in this Agreement as the “Offering”.

AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • November 15th, 2004 • Peru Republic Of • Foreign governments • New York

AMENDMENT NO. 2 dated as of October 14, 2004 (this “Amendment”), to the Fiscal Agency Agreement dated as of February 6, 2003, as amended by Amendment No. 1 thereto dated as of November 21, 2003, (as amended, the “Fiscal Agency Agreement”), between THE REPUBLIC OF PERU (“Peru”) and JPMORGAN CHASE BANK (the “Fiscal Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

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