exv4w3



 



EXHIBIT 4.3










SUPPLEMENT TO



FISCAL AGENCY AGREEMENT



Between



CORPORACION ANDINA DE FOMENTO



and



JPMORGAN CHASE BANK,



Fiscal Agent







Dated as of February 19, 2004







$150,000,000



Extendible Floating Rate Notes














 






 





     SUPPLEMENT TO FISCAL AGENCY AGREEMENT, dated as of February 19, 2004 (the
“Supplemental Agreement”), made in New York, New York, in the United States
of America, between the CORPORACION ANDINA DE FOMENTO (“CAF”), and JPMORGAN
CHASE BANK, a New York banking corporation, as the “Fiscal Agent”.


     WHEREAS, CAF and the Fiscal Agent have entered into that certain FISCAL
AGENCY AGREEMENT dated as of March 17, 1998 (the “Original Fiscal Agency
Agreement”) relating to issuances of Securities (as defined in the Original
Fiscal Agency Agreement);


     WHEREAS, CAF has authorized the creation and issuance of $150,000,000 in
aggregate principal amount of Extendible Floating Rate Notes (the “Standard
Notes”), and the Standard Notes are subject to conversion into a subseries of
notes under some circumstances (collectively, such subseries of notes, the
“Short-Term Notes”);


     WHEREAS, the debt securities referred to above are Securities that shall
contain certain terms and conditions in addition to and/or different than
Securities otherwise issuable under the Original Fiscal Agency Agreement;


     WHEREAS, the parties desire to supplement the provisions of the Original
Fiscal Agency Agreement to provide for such additional and/or different terms
and conditions contained in the Standard Notes and the Short-Term Notes; and


     WHEREAS, all conditions necessary to authorize the execution and delivery
of this Supplemental Agreement and to make it a valid and binding obligation of
CAF have been done or performed;


     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


     1.     Definitions. Capitalized terms used but not defined herein shall have
the meanings set forth in the Original Fiscal Agency Agreement.


     2.     Authorization of the Notes. CAF has authorized the issuance of the
Standard Notes and the Short-Term Notes in an aggregate principal amount of
$150,000,000 to be issued in fully registered form without interest coupons.
The Standard Notes initially shall constitute all of such aggregate principal
amount and shall be represented by a Global Security substantially in the form
of Exhibit A hereto. The Short-Term Notes, if and when issued, shall be
represented by a Global Security or Securities substantially in the form of
Exhibit B hereto. The Global Securities shall be exchangeable for Standard
Notes or Short-Term Notes, as applicable, in definitive form as provided in the
text of the Global Securities.


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     3.     Transfer and Exchange. As it pertains solely to the Standard Notes and
the Short Term Notes referred to herein, Section 4 of the Original Fiscal
Agency Agreement is hereby supplemented by the following:


     (e)  Transfer and Exchange of Global Securities Representing the Standard
Notes and the Short-Term Notes.



		
	 	     (i) The transfer and exchange of Global Securities representing the
Standard Notes and the Short-Term Notes or beneficial interests therein
shall be effected through DTC, in accordance with the Original Fiscal
Agency Agreement as supplemented by this Supplemental Agreement.
	 
	 	     (ii) On the Business Day (as defined in the terms of the Standard
Notes) immediately preceding the commencement of an Election Period (as
defined in the terms of the Standard Notes) the Fiscal Agent shall send
notice to the depository with respect to the commencement of the Election
Period and the day on which such Election Period will terminate.
	 
	 	     (iii) On the second Business Day (as defined in the terms of the
Standard Notes) preceding the commencement of an Election Period (as
defined in the terms of the Standard Notes), the Fiscal Agent shall send
notice to the holders of the Standard Notes that the Election Period with
respect to the Exchange Date (as defined below) will commence on a
specified date and end on a specified date. The notice shall include the
procedures with which a holder of the Standard Notes must comply to
extend the maturity of the Standard Notes, and shall be in the form of
Exhibit C hereto.
	 
	 	     (iv) Upon receipt of notice from DTC of the aggregate principal
amount of Standard Notes for which the holders did not elect to extend
the maturity, the Fiscal Agent shall promptly provide notice to CAF of
such amount. The Fiscal Agent is authorized on the last day of each
Election Period (as defined in the terms of the Standard Notes) (each an
“Exchange Date”) in accordance with the terms of the Standard Notes and
the Short-Term Notes to authenticate and deliver Short-Term Notes for a
like amount of Standard Notes upon written order of CAF. Upon
authentication and delivery of Short-Term Notes, the Fiscal Agent shall
reduce the amount of the Global Security representing the Standard Notes
by an amount equal to the aggregate principal amount of the Short-Term
Notes so authenticated and delivered, by means of an appropriate
adjustment made on the records of the Security Registrar, whereupon the
Security Registrar, in accordance with the procedures of DTC, shall
instruct DTC or its authorized representative to make a corresponding
adjustment to its records.
	 
	 	     (v) On the Exchange Date, the Fiscal Agent will notify DTC of the
CUSIP number applicable to the aggregate principal amount of Short-Term
Notes issued on that date.



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     4.     Effect on Original Fiscal Agency Agreement. Except as expressly
modified by this Supplemental Agreement in respect of the Standard Notes and
the Short-Term Notes, the Original Fiscal Agency Agreement shall remain in full
force and effect. In the case of any inconsistency between the provisions of
this Supplemental Agreement and those of the Original Fiscal Agency Agreement,
the provisions of this Supplemental Agreement shall prevail, but only in
respect of the Standard Notes and the Short-Term Notes.


     5.     Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of New York.


     6.     Counterparts. This Agreement may be executed in separate counterparts,
and by each party separately on a separate counterpart, each such counterpart,
when so executed and delivered, to be an original. Such counterparts shall
together constitute but one and the same instrument.


* * *



-3-






 


     IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Agreement as of the date first above written.



	 	 	 	 	 
	 	 	CORPORACION ANDINA DE FOMENTO
	 	 	 	 	 
	 	 	
By
	 	/s/ ELEONORA SILVA
	 	 	 	 	Name: Eleonora Silva
	 	 	 	 	Title:  Treasurer
        and Acting Vice President of Finance
	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,

      as Fiscal Agent
	 	 	 	 	 
	 	 	
By
	 	/s/ LUCIA JAKLITSCH
	 	 	 	 	Name: Lucia Jaklitsch
	 	 	 	 	Title:   Vice President




-4-











 



EXHIBIT A



[FORM OF STANDARD NOTE]



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO CORPORACION
ANDINA DE FOMENTO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., 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 & CO., HAS AN INTEREST HEREIN.



	 	 	 	 	 
	CUSIP NO.	 	
 
	 	No. 1
	ISIN NO.	 	 	 	 



CORPORACION ANDINA DE FOMENTO



Extendible Floating Rate Note



          1. CORPORACION ANDINA DE FOMENTO (“CAF”), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal amount
specified in Schedule I hereto on March 16, 2005 (the “Initial Maturity
Date”) or, to the extent that the maturity date of any portion of the
principal amount hereof is extended in accordance with the procedures specified
herein to an Extended Maturity Date (as defined herein), on such Extended
Maturity Date, and to pay interest on said principal amount hereof outstanding
from time to time from February 20, 2004 or from the most recent February 15,
May 15, August 15 or November 15 (subject to adjustment as described below) to
which such interest has been paid or duly provided for, quarterly on each
February 15, May 15, August 15 and November 15 thereafter, and on February 13,
2009 (the “Final Maturity Date”), commencing May 15, 2004, at a rate of
interest per annum equal to LIBOR (as determined pursuant to the provisions of
Paragraph 2 hereof), reset quarterly, plus the Applicable Spread, as defined
below, until payment of said principal sum has been made or duly provided for.
The period beginning February 20, 2004 and ending on but excluding the first
interest payment date and each successive period beginning on and including an
interest payment date and ending on but excluding the next succeeding interest
payment date or the Final Maturity Date is herein called an “Interest
Period.” If such principal payment date or any interest payment date would
otherwise be a day which is not a Business Day (as defined below), such
principal payment date or any such interest payment date shall be postponed to
the next Business Day, except that if such next Business Day is in a different
month, then that interest payment date will be the immediately preceding day
that is a Business Day. Business Day means any day on which commercial banks
and foreign exchange markets settle payments in The City of New York. The
interest so payable and punctually paid or duly provided for on any interest
payment date will be paid to the person in whose name this [Global] Security
(as defined in Paragraph 9) is registered at the close of business on the day
that is the first day of the month in which such interest payment date occurs
(“Record Date”), except that on the Final Maturity Date, interest will be
paid to the same person to whom the principal is payable. Interest will be
calculated by dividing the applicable interest rate in effect for each day by
360 and multiplying the result by the principal amount of this [Global]
Security specified in Schedule I (the “Daily Interest Amount”). The amount
of interest to be paid on this [Global] Security for each Interest Period will
be calculated by adding the applicable Daily Interest Amounts for each day in
the Interest Period. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the person in whose name this
[Global] Security is registered on such Record Date and may be paid to the
person in whose name this [Global] Security is registered at the close of
business on a special record date for the payment of such defaulted interest to
be fixed by CAF or be paid at any time in any other lawful manner not
inconsistent with the



 






 





requirements of any securities exchange on which the Securities (as
defined in Paragraph 6) evidenced by this [Global] Security may be listed. CAF
and the Fiscal Agent may deem and treat the registered owner hereof as the
absolute owner hereof (notwithstanding any notice of ownership or writing) for
the purpose of receiving payment hereon and for all other purposes whether or
not this [Global] Security or any of the Securities evidenced hereby shall be
overdue.


          Payment of the principal of and interest on this [Global] Security will be
made in immediately available funds in U.S. dollars or in such other coin or
currency of the United States of America as at the time of payment is legal
tender for the payment therein of public and private debts. In the case of a
Security in definitive form (as provided in Paragraph 9), payment of the
principal will be made against presentation and surrender of the Security at
the corporate trust office of the Fiscal Agent, as paying agent, in The City of
New York and at the offices of such other paying agents as CAF shall have
appointed. Payment of interest on each Security in definitive form will be
made at the corporate trust office of the Fiscal Agent in The City of New York
and at the offices of such other paying agents as CAF shall have appointed,
provided that interest on each Security may be paid (i) by a U.S. dollar check
drawn on a bank in The City of New York mailed to the address of the person
entitled thereto as such address shall appear in the Security Register (as
defined in Paragraph 9) on the Record Date for such payment or (ii) at the
request of a Holder (as defined in Paragraph 6) of more than $1,000,000
principal amount of Securities, by wire transfer to such Holder. CAF covenants
that until this [Global] Security has been delivered to the Fiscal Agent for
cancellation, or monies sufficient to pay the principal of and interest on this
[Global] Security have been made available for payment and either paid or
returned to CAF as provided herein, CAF will at all times maintain an office or
agency in The City of New York, for the payment of the principal of and
interest on the Securities as herein provided.



          2. The interest rate for each Interest Period shall be set on the first
day of such Interest Period (each an “Interest Reset Date”). For each
Interest Period, on the second London Banking Day (as defined below) preceding
the first day of such Interest Period (the “Determination Date”), JPMorgan
Chase Bank or such other financial institution that may be appointed by CAF
(the “Calculation Agent”) will determine LIBOR for such Interest Period.
LIBOR will be the offered rate (expressed as an interest rate per annum) for
three-month U.S. dollar deposits for the Interest Period concerned that appears
on Telerate LIBOR Page 3750, as of 11:00 a.m., London time, on such
Determination Date. “Telerate LIBOR Page 3750” means the display designated
as page “3750” on the Bridge Telerate, Inc., or any successor service (or
such other page as may replace page 3750 on that service or successor service)
for the purpose of displaying the London interbank rates of major U.S. banks of
U.S. dollar deposits. If, on any Determination Date, Telerate Page 3750 does
not include this rate or is unavailable, LIBOR will be determined on the basis
of the rates at which deposits in U.S. dollars having a maturity of three
months, commencing on the second London Banking Day immediately following such
Determination Date and in a principal amount that is representative for a
single transaction in such market at such time, are offered by four major banks
in the London interbank market, which may include the Calculation Agent and its
affiliates, as selected by the Calculation Agent, at approximately 11:00 a.m.,
London time, on such Determination Date to prime banks in the London interbank
market. The Calculation Agent will request the principal London office of each
of such banks to provide a quotation of its rate. If at least two such
quotations are so provided, LIBOR for the applicable Interest Period will be
the arithmetic mean (rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upwards) of those quotations. If fewer than two quotations are so provided,
LIBOR for the applicable Interest Period will be the arithmetic mean (rounded
to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards) of the rates quoted by
three major banks in New York City, which may include the Calculation Agent and
its affiliates, as selected by the Calculation Agent, at approximately 11:00
a.m., New York City time, on such Determination Date for loans in U.S. dollars
to leading European banks having a three-month maturity commencing on the
second London Banking Day immediately following such Determination Date and in
a principal amount representative for a single transaction in such market at
such time. The Calculation Agent will request the



2






 





principal New York office of each of such banks to provide a quotation of
its rate. If the banks in New York selected by the Calculation Agent are not
quoting as described in the previous sentence, then LIBOR for the applicable
Determination Date will be LIBOR in effect on such Determination Date.


          For the purposes of calculating LIBOR, “London Banking Day” means any
Business Day on which dealings in U.S. dollars are transacted or, with respect
to any future date, are expected to be transacted in the London interbank
market.



          The spread that will be added to LIBOR (the “Applicable Spread”) will
increase annually as indicated in the table below.




	 	 	 	 	 
	For Interest Reset Dates Occurring	 	Spread
	
	 	

	From February 20, 2004 to but excluding February 15, 2005	 	
plus 15
	 	basis points
	 	 	 	 	 
	From February 15, 2005 to but excluding February 15, 2006	 	
plus 17.5
	 	basis points
	 	 	 	 	 
	From February 15, 2006 to but excluding February 15, 2007	 	
plus 20
	 	basis points
	 	 	 	 	 
	From February 15, 2007 to but excluding February 15, 2008	 	
plus 22.5
	 	basis points
	 	 	 	 	 
	From February 15, 2008 to but excluding February 13, 2009	 	
plus 25
	 	basis points



          The Company shall, or shall cause the Calculation Agent to, give the
Fiscal Agent written notice of the interest rate on this [Global] Security for
each Interest Period promptly after the determination thereof.



          3. This [Global] Security shall mature on the Initial Maturity Date,
unless the maturity of all or any portion of the principal amount hereof is
extended in accordance with the procedures described herein. The 15th day of
each February, May, August and November (whether or not a business day)
beginning with May 15, 2004 and ending on and including February 15, 2008 shall
each be an “Election Date”. During the Election Period (as defined below)
for any Election Date (except February 15, 2008), if the option to extend the
maturity of this [Global] Security is exercised, the maturity of this [Global]
Security, or of any portion of this [Global] Security having a principal amount
of $100,000 or any larger multiple of $1,000 in excess thereof for which such
option has been exercised, shall be extended to the date that is 366 calendar
days from and including the 15th day of the month immediately succeeding the
Election Date, or if such day is not a business day, the immediately preceding
Business Day (each such date being an “Extended Maturity Date”). If the
option to extend the maturity of this [Global] Security or a portion thereof is
exercised during the Election Period for the Election Date of February 15, 2008
then the maturity date of this [Global] Security will be extended to the Final
Maturity Date. In order to exercise the option to extend the maturity of all,
or a portion, of the principal amount of this [Global] Security, the Holder of
this [Global] Security must deliver to the Fiscal Agent during the relevant
Election Period (i) the form entitled “Option to Extend Maturity” included
below duly completed and, in the event of an election to extend the maturity of
only a portion of the principal amount of this [Global] Security, this [Global]
Security or (ii) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth the name of the Holder of this [Global]
Security, the principal amount hereof, the certificate number of this [Global]
Security or a description of this [Global] Security’s tenor or terms, a
statement that the option to elect extension of maturity is being exercised
thereby, the principal amount hereof with respect to which such option is being
exercised and a guarantee that the form entitled “Option to Extend Maturity”
included below has been duly completed and, in the event of an election to
extend the maturity of only a portion of the principal amount of this [Global]
Security, this



3






 





[Global] Security will be received by the Fiscal Agent no later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter; provided that such telegram, telex, facsimile transmission or letter
shall not be effective unless this [Global] Security (if required to be
surrendered as aforesaid) and such form duly completed are received by the
Fiscal Agent by such fifth Business Day. Such option may be exercised by the
Holder for less than the entire principal amount hereof provided that the
principal amount for which such option is not exercised is at least $100,000 or
any larger amount that is an integral multiple of $1,000.


          If the option to extend the maturity of any portion hereof is not duly
exercised within the Election Period for any such Election Date, a new [Global]
Security or [Global] Securities in the form attached hereto as Exhibit A (each,
a “Short-Term Security”) for all or that portion of the principal amount
hereof as to which such option to extend has not been made and having as its or
their “Stated Maturity Date” (as such term is used in each such Short-Term
Security) the date that is the later of (i) the Initial Maturity Date or (ii)
the date to which this [Global] Security or such portion hereof has previously
been extended in accordance with the terms hereof, or if such day is not a
Business Day, the immediately preceding Business Day, shall be issued (whose
issuance date shall be such Election Date or if such day is not a Business Day,
the immediately succeeding Business Day) in the name of the Holder hereof,
subject to delivery of this [Global] Security to the Fiscal Agent, and Schedule
I hereto shall be annotated as of such date to reflect the corresponding
decrease in the principal amount hereof. The failure to elect to extend the
maturity of all or any portion of this [Global] Security will be irrevocable
and will be binding upon any subsequent holder of this [Global] Security.



          CAF and the Fiscal Agent shall deem this [Global] Security cancelled as to
such portion of the principal amount hereof for which a duly completed form
entitled “Option to Extend Maturity” and, if applicable, this [Global]
Security are not delivered to the Fiscal Agent within the applicable Election
Period in accordance with the terms of this [Global] Security.



          With respect to any Election Date, the period beginning on the fifth
Business Day preceding such Election Date to, and including, such Election Date
is the Election Period; provided, however, that if the Election Date is not a
Business Day, the Election Period will be extended to the next day that is a
Business Day; provided, further, that the holder of this [Global] Security must
deliver its duly completed “Option to Extend Maturity” on or prior to 5:00
p.m., New York City time, on the last Business Day in the Election Period.



          The maturity of this [Global] Security will not be extended beyond
February 13, 2009, or if such day is not a Business Day, the immediately
preceding Business Day.



          4. CAF may redeem the principal amount of any Short-Term Security, in
whole or in part, in increments of $1,000, on any interest payment date, other
than the Stated Maturity Date of such Short-Term Security (each a “Redemption
Date”) at a price equal to 100% of the principal amount of the Short-Term
Security to be redeemed (the “Redemption Price”) together with any unpaid
interest accrued thereon up to but excluding such Redemption Date.



          CAF shall give written notice of such a redemption to the Holder not less
than 30 days prior to the applicable Redemption Date stating: (i) the
Redemption Date; (ii) the Redemption Price; (iii) the identification (and, in
the case of a partial redemption, the principal amount) of such Short-Term
Security to be redeemed; (iv) in the case of a partial redemption of any
Short-Term Security, the Holder will receive, without charge, upon the
surrender of such Short-Term Security, a new certificate representing an
authorized denomination of the principal amount of the Short-Term Security
remaining unredeemed; (v) that on the applicable Redemption Date, the
Redemption Price shall become due and payable upon the Short-Term Securities so
redeemed and that interest thereon shall cease to accrue on and after the
applicable Redemption Date; (vi) the place or places where each applicable
certificate or certificates



4






 





representing such Short-Term Security or Securities is to be surrendered
for the payment of the Redemption Price together with any unpaid interest
thereon to the applicable Redemption Date; and (vii) the CUSIP number of any
Short-Term Security or portion of such Short-Term Security to be redeemed.


          5. All amounts payable (whether in respect of principal, interest or
otherwise) in respect of the Securities will be made free and clear of and
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 on behalf of any of the Andean Community countries or any political
subdivision thereof or any authority or agency therein or thereof having the
power to tax, unless the withholding or deduction of such taxes, duties,
assessments or governmental charges is required by law. In that event, CAF
will pay such additional amounts as may be necessary in order that the net
amounts receivable by the Holder of any Security after such withholding or
deduction shall equal the respective amounts that would have been receivable by
such Holder in the absence of such withholding or deduction, except that no
such additional amounts shall be payable in relation to any payment in respect
of any Security:




		
	 	     (a) to, or to a third party on behalf of, a Holder of a Security who
is liable for such taxes, duties, assessments or governmental charges in
respect of such Security by reason of his having some connection with any
of the Andean Community countries other than the mere holding of such
Security; or




		
	 	     (b) presented for payment more than 30 days after the Relevant Date,
except to the extent that the relevant Holder would have been entitled to
such additional amounts on presenting the same for payment on the expiry
of such period of 30 days.



          As used herein, the “Relevant Date” means, in respect of any payment,
the date on which such payment first becomes due and payable, but if the full
amount of the moneys payable has not been received by the Fiscal Agent on or
prior to such due date, it means the first date on which, the full amount of
such moneys having been so received and being available for payment to Holders
of Securities, notice to that effect shall have been duly provided as set forth
in this Security.



          6. This [Global] Security is [a permanent global security evidencing] [one
of] the series of a duly authorized issue of debt securities of CAF, consisting
of CAF’s “Extendible Floating Rate Notes” initially issued in the aggregate
principal amount of $150,000,000 together with all securities issued in
exchange for all or any portion of the Extendible Floating Rate Notes in
accordance with the terms thereof (collectively the “Securities”). CAF has,
for the benefit of the Holders from time to time of the Securities, entered
into a Fiscal Agency Agreement, dated as of March 17, 1998 (as supplemented as
of February 19, 2004, the “Fiscal Agency Agreement”), with JPMorgan Chase
Bank, as Fiscal Agent, copies of which Agreement are on file and available for
inspection during normal business hours at the corporate trust office of the
Fiscal Agent in The City of New York. JPMorgan Chase Bank, and its respective
successors as Fiscal Agent are herein called “Fiscal Agent”. As used herein,
the term “Holder” means the person in whose name the Security is registered
in the Security Register.



          7. The Securities constitute direct, unconditional, unsecured and general
obligations of CAF. So long as any of the Securities shall be outstanding and
unpaid, but only up to the time amounts sufficient for payment of all principal
and interest have been placed at the disposal of the Fiscal Agent, CAF will not
cause or permit to be created on any of its property or assets any mortgage,
pledge or other lien or charge as security for any bonds, notes or other
evidences of indebtedness heretofore or hereafter issued, assumed or guaranteed
by CAF for money borrowed (other than purchase money mortgages, pledges or
liens on property purchased by CAF as security for all or part of the purchase
price thereof), unless the Securities shall be secured by such mortgage, pledge
or other lien or charge equally and ratably with such other bonds, notes or
evidences of indebtedness.



5






 



          Subject to the preceding paragraph, the Securities and each of them will
rank pari passu with all other unsecured Indebtedness of CAF. “Indebtedness”
means all indebtedness of CAF in respect of monies borrowed by CAF and
guarantees given by CAF for monies borrowed by others.



          8. Except as set forth in Paragraph 4 hereof, the Securities are not
subject to redemption prior to their maturity and are not entitled to the
benefit of any sinking fund.



          9. [Except as set forth in the following sentence, the Securities are
issuable only as fully registered global securities, without coupons, each
registered in the name of DTC, a nominee thereof or a successor to DTC or a
nominee thereof (each, a “Global Security”), and (i) no Global Security may
be transferred, except in whole and not in part, and only to DTC, one or more
nominees of DTC or one or more respective successors of DTC and its nominees,
and (ii) no Global Security may be exchanged for any Security other than
another Global Security. Notwithstanding any other provisions of the Fiscal
Agency Agreement or this Global Security, a Global Security may be transferred
to, or exchanged for registered Securities registered in the name of, a person
other than DTC, a nominee of DTC or a successor of DTC or its nominee if (i)
DTC (a) notifies CAF that it is unwilling or unable to continue as depositary
for such Global Security or (b) ceases to be a clearing agency registered under
the Securities Exchange Act of 1934 at a time when it is required to be, and in
either such case (a) or (b) a successor depositary is not appointed by CAF
within 90 days after receiving such notice or becoming aware that DTC is no
longer so registered, (ii) CAF, in its sole discretion, instructs the Fiscal
Agent in writing that a Global Security shall be so transferable and
exchangeable or (iii) there shall have occurred and be continuing an event of
default with respect to the Securities evidenced by this Global Security (as
set forth in Paragraph 12). Registered Securities issued in exchange for this
Global Security will be registered in such names, and issued in such
denominations (of $100,000 and integral multiples of $1,000 in excess thereof),
as an authorized representative of DTC shall request.]



          [Subject, in the case of this Global Security, to the preceding paragraph,
transfer] Transfer of this [Global] Security is registrable on the Security
Register upon surrender of this [Global] Security for registration at the
office of the Fiscal Agent duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to CAF and the Fiscal Agent duly
executed by, the Holder hereof or his attorney duly authorized in writing.
Upon such surrender of this [Global] Security for registration of transfer, CAF
shall execute, and the Fiscal Agent shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new registered
Securities, dated the date of authentication thereof, of any authorized
denominations and of a like aggregate principal amount, and registered in such
name or names as may be requested [(subject, in the case of this Global
Security, to the preceding paragraph).] CAF and the Fiscal Agent may deem and
treat the registered owner hereof as the absolute owner hereof (notwithstanding
any notice of ownership or writing hereon made by anyone other than CAF or the
Fiscal Agent) for the purposes of receiving payment hereon or on account hereof
and for all other purposes whether or not this [Global] Security shall be
overdue. CAF covenants that, at all times so long as this [Global] Security
shall be outstanding, it shall maintain in The City of New York an office or
agency for the registration and registration of transfers, as aforesaid, of the
registered Securities. CAF has appointed the corporate trust office of the
Fiscal Agent as its agent in The City of New York for such purpose and has
agreed to cause to be kept at such office a register (the register maintained
in such office and in any other office or agency for such purpose being herein
sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, CAF shall provide
for such registration and registration of transfers.



          In the manner and subject to the limitations and upon payment of the
charges (if any) provided in the Fiscal Agency Agreement and this [Global]
Security, registered Securities may be exchanged for a like aggregate principal
amount of registered Securities of other authorized denominations but may never
be exchanged for coupon Securities. CAF covenants that it shall maintain at
all times so long as this [Global] Security shall be outstanding, in The City
of New York, an office or agency where



6






 





registered Securities may be surrendered in exchange for registered
Securities in other authorized denominations. CAF has appointed the corporate
trust office of the Fiscal Agent, in The City of New York, as its agent for
such purposes.


          No registrations of transfers or exchanges of Securities shall be made for
a period of 15 days preceding any interest payment date.



          All Securities issued upon any registration of transfer or exchange of
Securities pursuant to this Paragraph 9 shall be the valid obligations of CAF,
evidencing the same debt, and entitled to the same benefits, as the Securities
surrendered upon such registration of transfer or exchange [(except that a
Security not in global form issued upon any registration of transfer or
exchange of this Global Security shall not be subject or entitled to the
provisions set forth in this Global Security relating to Securities in global
form)]. Any new Security delivered pursuant to this Paragraph 9 shall be so
dated that neither gain nor loss in interest shall result from such
registration or exchange.



          No service charge shall be made to any Holder for any such exchange or
registration of transfer, but CAF may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



          10. In case any Security [(including this Global Security)] shall at any
time become mutilated or destroyed or stolen or lost, then, provided that such
Security, or evidence of the loss, theft or destruction thereof (together with
the indemnity hereinafter referred to and such other documents or proof as may
be required in the premises) shall be delivered to the Fiscal Agent in The City
of New York, a replacement Security of like tenor and principal amount will be
issued by CAF and, at its request, authenticated and delivered by the Fiscal
Agent at the office of the Fiscal Agent, in The City of New York, in exchange
for the Security so mutilated, or in lieu of the Security so destroyed or
stolen or lost; and provided however that, in the case of destroyed, stolen or
lost Securities, (i) CAF or the Fiscal Agent shall not have received notice
that such Securities have been acquired by a bona fide purchaser, and (ii) CAF
and the Fiscal Agent shall have received evidence satisfactory to them that
such Securities were destroyed, stolen or lost, and, if required, shall also
have received an indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a replacement Security shall be
borne by the owner of the Security mutilated, destroyed, stolen or lost. In
case such mutilated, destroyed, lost or stolen Security has become or is about
to become due and payable, CAF in its discretion may, instead of issuing a new
Security, pay or cause to be paid such Security.



          Any new Security delivered pursuant to this Paragraph 10 shall be so dated
that neither gain nor loss in interest shall result from such replacement.



          Upon the issuance of any new Security under this Paragraph 10, CAF may
require the payment of a sum sufficient to cover any 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.



          Every new Security issued pursuant to this Paragraph 10 in lieu of any
mutilated, destroyed, lost or stolen Security, shall constitute an original
additional contractual obligation of CAF, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone.



          The provisions of this Paragraph 10 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.



7






 



          11. In order to provide for the payment of the principal of and the
interest on the Securities as the same shall become due, CAF does hereby agree
to pay to the Fiscal Agent at its corporate trust office in The City of New
York, in immediately available funds in U.S. dollars or in such other coin or
currency of the United States of America as at the time of payment is legal
tender for the payment therein of public and private debts, the amounts set
forth below in this paragraph, to be held in trust and applied by the Fiscal
Agent as hereinafter set forth: (a) CAF shall pay to the Fiscal Agent at least
one (1) full Business Day prior to each interest payment date an amount
sufficient to pay the interest becoming due on all Securities on such interest
payment date and the Fiscal Agent shall apply the amounts so paid to it to the
payment of such interest on such interest payment date; and (b) at least one
(1) full Business Day prior to the maturity date of the Securities, CAF shall
pay to the Fiscal Agent an amount which, together with any monies then held by
the Fiscal Agent and available for the purpose, shall be equal to the entire
amount of interest and principal to be due on such maturity date on the
Securities then outstanding, and the Fiscal Agent shall apply such amount to
the payment of interest on and principal of such Securities in accordance with
the terms thereof.



          Any monies paid by CAF to the Fiscal Agent for the payment of the
principal of or interest on any Securities and remaining unclaimed at the end
of two (2) years after such principal or interest shall have become due and
payable and provision for such payment shall have been made shall then be
repaid to CAF, and upon such repayment the aforesaid trust shall terminate and
all liability of the Fiscal Agent with respect to such monies shall thereupon
cease, without, however, limiting in any way the unconditional obligation of
CAF to pay the principal of and interest on this [Global] Security as the same
shall become due.



          12. If an Event of Default (as defined below) occurs, each Holder of
Securities may, by written notice to CAF and the Fiscal Agent, declare the
principal of and any accrued interest on the Securities held by it to be, and
such principal and accrued interest shall thereupon become, immediately due and
payable, unless prior to receipt of such notice by CAF all Events of Default in
respect of such Securities shall have been cured. If all such Events of Default
shall have been cured following such declaration, such declaration may be
rescinded by any such Holder with respect to such previously accelerated
Securities upon delivery of written notice of such rescission to CAF and the
Fiscal Agent.



          An “Event of Default” is: (a) a failure to pay any principal of or
interest on the Securities when due and the continuance of such failure for 30
days; (b) a failure to perform or observe any material obligation under or in
respect of the Securities or the Fiscal Agency Agreement and the continuance of
such failure for a period of 90 days after written notice thereof has been
delivered to CAF and to the Fiscal Agent by the Holder of any Security; (c) a
failure to pay any amount in excess of U.S.$20,000,000 (or the equivalent
thereof in any other currency or currencies) of principal or interest or
premium in respect of any indebtedness incurred, assumed or guaranteed by CAF
as and when such amount becomes due and payable and the continuance of such
failure until the expiration of any applicable grace period or 30 days,
whichever is longer; or (d) the acceleration of any indebtedness incurred or
assumed by CAF with an aggregate principal amount in excess of U.S.$20,000,000
(or the equivalent thereof in any other currency or currencies) by any holder
or holders thereof.



          13. The Fiscal Agency Agreement and the terms and conditions of the
Securities may be modified or amended by CAF and the Fiscal Agent, without the
consent of the Holders of the Securities, for the purpose of adding to the
covenants of CAF for the benefit of the Holders, surrendering any right or
power conferred upon CAF, securing the Securities pursuant to the requirements
of the Securities or otherwise, effecting the issue of further Securities as
described in Paragraph 18, curing any ambiguity, correcting or supplementing
any defective provision therein, or in any manner that CAF and the Fiscal Agent
may mutually deem necessary or desirable and that shall not adversely affect
the interests of the Holders of the Securities in any material respect, to all
of which the Holder of this Security shall, by acceptance hereof, consent.



8






 





          CAF may modify any of the terms or provisions contained in the Securities
in any way with the written consent of the Holders of not less than 66 2/3% in
principal amount of the Securities at the time outstanding, provided, however,
that no such action may, without the consent of the Holder of each Security
affected thereby, (a) change the due date for the payment of the principal of
or of any installment of interest on the Securities, (b) reduce the principal
amount of the Securities, the portion of such principal that is payable upon
acceleration of the maturity of such Security or the interest rate thereon, (c)
change the currency or place of payment of principal of or interest on the
Securities, (d) reduce the proportion of the principal amount of the Securities
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
Securities or to make, take or give any request, demand, authorization,
direction, notice, consent, waiver or other action provided hereby or therein
to be made, taken or given, or (e) change the obligation of CAF to pay
additional amounts.



          14. CAF hereby certifies and declares that all acts and conditions
required to be performed and to have happened precedent to the creation and
issuance of this [Global] Security, and to constitute the same the valid and
legally binding obligation of CAF in accordance with its terms, have been
performed and have happened in due and strict compliance with the Constitutive
Agreement of CAF.



          15. All notices will be delivered by CAF in writing to each Holder of the
Securities. [If at the time of any such notice the Securities are represented
by this Global Security, such notice shall be delivered to DTC and shall be
deemed to have been given three Business Days after delivery to DTC. [If at the
time of any such notice the Securities are not represented by any Global
Security, such] [Such] notice shall be delivered to the Holders of the
Securities and in such case shall be deemed to have been given three Business
Days after the mailing of such notice by first class mail.



          16. This [Global] Security shall not become valid or obligatory for any
purpose unless and until this [Global] Security has been authenticated by
JPMorgan Chase Bank, or its successor, as Fiscal Agent.



          17. This [Global] Security shall be governed by, and shall be construed in
accordance with, the laws of the State of New York.



          18. CAF may at any time or from time to time, without notice to or the
consent of the Holders of the Securities, create and issue further Securities
ranking pari passu with the Securities in all respects (or in all respects
except for the payment of interest accruing prior to the issue date of such
further Securities or except for the first payment of interest following the
issue date of such Securities) and so that such further Securities shall be
consolidated and form a single issue with the Securities and shall have the
same terms as to status, redemption or otherwise as the Securities.



          19. CAF has appointed CT Corporation System in The City New York as its
authorized agent upon which process may be served in any action arising out of
or based on the Securities which may be instituted in any State or Federal
court in The City and State of New York by the Fiscal Agent or the Holder of a
Security, and, subject to the last sentence of this Paragraph 19, CAF hereby
expressly accepts the jurisdiction of any such court in respect of any such
action. CAF hereby agrees to keep such appointment in force at all times while
this or any other Security shall be outstanding. CAF hereby waives irrevocably
any immunity (except for immunity from execution prior to final judgment) to
which it might otherwise be entitled in any action based on the Securities
which may be instituted by the Holder of any Security in any State or Federal
court in The City and State of New York. Anything in the Fiscal Agency
Agreement or this [Global] Security to the contrary notwithstanding, such
appointment of an authorized agent for service of process and such waiver of
immunity shall not be interpreted to include actions brought under the United
States Federal securities laws.




9






 





* * * * *



10






 





     IN WITNESS WHEREOF, CAF has caused this [Global] Security to be executed
with the signature of the Vice President of Finance of CAF, all in The City of
New York, State of New York, United States of America.


Dated: February     , 2004




	 	 	 	 	 
	 	 	CORPORACION ANDINA DE FOMENTO
	 	 	 	 	 
	 	 	

	 	 	
By:
	 	Eleonora Silva
	 	 	 	 	Treasurer and
	 	 	 	 	Acting Vice President of Finance



CERTIFICATE OF AUTHENTICATION



     This is one of the Securities referred to in the within-mentioned Fiscal
Agency Agreement.



	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK

as Fiscal Agent
	 	 	 	 	 
	 	 	
By:
	 	

	 	 	 	 	Authorized Officer



 






 






ASSIGNMENT



     FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(name and address including zip code and taxpayer I.D. or Social Security
Number of assignee)











the within Security and does hereby irrevocably constitute and appoint





to transfer such Security on the books kept for registration thereof with full
power of substitution in the premises.


     Dated:              *


     Signature Guaranteed:











*    NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Security in every
particular, without alteration, enlargement or any change whatsoever.







 






SCHEDULE I


SCHEDULE OF EXCHANGES



     The initial principal amount of this Security is $150,000,000. The
following exchanges of a portion of this Security for an interest in a
Short-Term Security have been made:



	 	 	 	 	 	 	 
	 	 	 	 	Reduced Principal	 	 
	 	 	Principal Amount	 	Amount Outstanding	 	Notation Made by or
	 	 	Exchanged for	 	Following Such	 	on Behalf of Fiscal
	Date of Exchange	 	Short-Term Security	 	Exchange	 	Agent
	
	 	
	 	
	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	 	 	 	 	 	 
	
	 	


	 	

	 	




 






 



OPTION TO EXTEND MATURITY



          The undersigned hereby elects to extend the maturity of Corporacion Andina
de Fomento (“CAF”) Extendible Floating Rate Note, (CUSIP
[    ])
(or the portion thereof specified below) with the effect provided in said
Security by delivering this form of “Option to Extend Maturity” duly
completed by the Holder of said Security to JPMorgan Chase Bank [Address] or
such other address or fiscal agent of which CAF shall from time to time notify
the Holders of the Securities, and, in the event of an election to extend the
maturity of only a portion of the principal amount of said Security by
surrendering said Security.



          If the option to extend the maturity of less than the entire principal
amount of said Security is elected, specify the portion of said Security (which
shall be $100,000 or an integral multiple of $1,000 in excess thereof) as to
which the Holder elects to extend the maturity:
$     ; and
specify the denomination or denominations (which shall be in increments of
$1,000) of the Securities in the form attached to said Security as Exhibit A to
be issued to the holder for the portion of said Security as to which the option
to extend the maturity is not being elected (in the absence of any such
specification one such Security in the form of said Exhibit A will be issued
for the portion as to which the option to extend maturity is not being made):
$     .




	 	 	 
	
	 	


	Dated:	 	
NOTICE: The signature on this Option to Extend Maturity must
correspond with the name as written upon the face of the Security
in every particular, without alteration or enlargement or any
change whatever.



 






 



EXHIBIT A



[FORM OF SHORT-TERM NOTE]



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO CORPORACION ANDINA
DE FOMENTO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., 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 & CO., HAS AN INTEREST HEREIN.



	 	 	 
	CUSIP NO.	 	
No. 1
	ISIN NO.	 	 



CORPORACION ANDINA DE FOMENTO



Floating Rate Note  




due [l]




               1. CORPORACION ANDINA DE FOMENTO (“CAF”), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal amount
specified in Schedule I hereto on the Maturity Date, as defined in Schedule I
hereto, and to pay interest on said principal amount hereof from the Issue
Date, as defined in Schedule I hereto, or from the most recent February 15, May
15, August 15 or November 15 (subject to adjustment as described below) to
which such interest has been paid or duly provided for, quarterly on each
February 15, May 15, August 15 and November 15 thereafter, and on the Maturity
Date, as defined in Schedule I hereto, commencing on the Initial Interest
Payment Date, as defined in Schedule I hereto, and ending on the Maturity Date,
at a rate of interest per annum equal to LIBOR (as determined pursuant to the
provisions of Paragraph 2 hereof), reset quarterly, plus the Applicable Spread,
as defined below, until payment of said principal sum has been made or duly
provided for. The period beginning on the Issue Date and ending on but
excluding the first interest payment date and each successive period beginning
on and including an interest payment date and ending on but excluding the next
succeeding interest payment date is herein called an “Interest Period.” If
such principal payment date or any interest payment date would otherwise be a
day which is not a Business Day (as defined below), such principal payment date
or any such interest payment date shall be postponed to the next Business Day,
except that if such next Business Day is in a different month, then that
interest payment date will be the immediately preceding day that is a Business
Day. Business Day means any day on which commercial banks and foreign exchange
markets settle payments in The City of New York. The interest so payable and
punctually paid or duly provided for on any interest payment date will be paid
to the person in whose name this [Global] Security (as defined in Paragraph 8)
is registered at the close of business on the day that is the first day of the
month in which such interest payment date occurs (“Record Date”) except, that
on the Maturity Date, interest will be paid to the same person to whom the
principal is payable. Interest will be calculated by dividing the applicable
interest rate in effect for each day by 360 and multiplying the result by the
principal amount of this [Global] Security specified in Schedule I (the “Daily
Interest Amount”). The amount of interest to be paid on this [Global] Security
for each Interest Period will be calculated by adding the applicable Daily
Interest Amounts for each day in the Interest Period. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
person in whose name this [Global] Security is registered on such Record Date
and may be paid to the person in whose name this [Global] Security is
registered at the close of business on a special record date for the




 






 





payment of such defaulted interest to be fixed by CAF or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities (as defined in Paragraph 5)
evidenced by this [Global] Security may be listed. CAF and the Fiscal Agent
may deem and treat the registered owner hereof as the absolute owner hereof
(notwithstanding any notice of ownership or writing) for the purpose of
receiving payment hereon and for all other purposes whether or not this
[Global] Security or any of the Securities evidenced hereby shall be overdue.


               Payment of the principal of and interest on this [Global] Security will be
made in immediately available funds in U.S. dollars or in such other coin or
currency of the United States of America as at the time of payment is legal
tender for the payment therein of public and private debts. In the case of a
Security in definitive form (as provided in Paragraph 8), payment of the
principal will be made against presentation and surrender of the Security at
the corporate trust office of the Fiscal Agent, as paying agent, in The City of
New York and at the offices of such other paying agents as CAF shall have
appointed. Payment of interest on each Security in definitive form will be
made at the corporate trust office of the Fiscal Agent in The City of New York
and at the offices of such other paying agents as CAF shall have appointed,
provided that interest on each Security may be paid (i) by a U.S. dollar check
drawn on a bank in The City of New York mailed to the address of the person
entitled thereto as such address shall appear in the Security Register (as
defined in Paragraph 8) on the Record Date for such payment or (ii) at the
request of a Holder (as defined in Paragraph 5) of more than $1,000,000
principal amount of Securities, by wire transfer to such Holder. CAF covenants
that until this [Global] Security has been delivered to the Fiscal Agent for
cancellation, or monies sufficient to pay the principal of and interest on this
[Global] Security have been made available for payment and either paid or
returned to CAF as provided herein, CAF will at all times maintain an office or
agency in The City of New York, for the payment of the principal of and
interest on the Securities as herein provided.



               2. The interest rate for each Interest Period shall be set on the first
day of such Interest Period (each an “Interest Reset Date”). For each Interest
Period, on the second London Banking Day (as defined below) preceding the first
day of such Interest Period (the “Determination Date”), JPMorgan Chase Bank or
such other financial institution that may be appointed by CAF (the “Calculation
Agent”) will determine LIBOR for such Interest Period. LIBOR will be the
offered rate (expressed as an interest rate per annum) for three-month U.S.
dollar deposits for the Interest Period concerned that appears on Telerate
LIBOR Page 3750, as of 11:00 a.m., London time, on such Determination Date.
“Telerate LIBOR Page 3750” means the display designated as page “3750” on the
Bridge Telerate, Inc., or any successor service (or such other page as may
replace page 3750 on that service or successor service) for the purpose of
displaying the London interbank rates of major U.S. banks of U.S. dollar
deposits. If, on any Determination Date, Telerate Page 3750 does not include
this rate or is unavailable, LIBOR will be determined on the basis of the rates
at which deposits in U.S. dollars having a maturity of three months, commencing
on the second London Banking Day immediately following such Determination Date
and in a principal amount that is representative for a single transaction in
such market at such time, are offered by four major banks in the London
interbank market, which may include the Calculation Agent and its affiliates,
as selected by the Calculation Agent, at approximately 11:00 a.m., London time,
on such Determination Date to prime banks in the London interbank market. The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations are
so provided, LIBOR for the applicable Interest Period will be the arithmetic
mean (rounded to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards) of those
quotations. If fewer than two quotations are so provided, LIBOR for the
applicable Interest Period will be the arithmetic mean (rounded to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards) of the rates quoted by three major banks in
New York City, which may include the Calculation Agent and its affiliates, as
selected by the Calculation Agent, at approximately 11:00 a.m., New York City
time, on such Determination Date for loans in U.S. dollars to leading European
banks having a three-month maturity commencing on the second London Banking Day
immediately following such Determination Date and in a principal amount




2






 





representative for a single transaction in such market at such time. The
Calculation Agent will request the principal New York office of each of such
banks to provide a quotation of its rate. If the banks in New York selected by
the Calculation Agent are not quoting as described in the previous sentence,
then LIBOR for the applicable Determination Date will be LIBOR in effect on
such Determination Date.


               For the purposes of calculating LIBOR, “London Banking Day” means any
Business Day on which dealings in U.S. dollars are transacted or, with respect
to any future date, are expected to be transacted in the London interbank
market.



               The spread that will be added to LIBOR (the “Applicable Spread”) will
increase annually as indicated in the table below.




	 	 	 	 	 
	For Interest Reset Dates Occurring	 	Spread
	
	 	

	From February 20, 2004 to but
excluding February 15, 2005	 	
plus 15
	 	basis points
	From February 15, 2005 to but
excluding February 15, 2006	 	
plus 17.5
	 	basis points
	From February 15, 2006 to but
excluding February 15, 2007	 	
plus 20
	 	basis points
	From February 15, 2007 to but
excluding February 15, 2008	 	
plus 22.5
	 	basis points
	From February 15, 2008 to but
excluding February 13, 2009	 	
plus 25
	 	basis points



               The Company shall, or shall cause the Calculation Agent to, give the
Fiscal Agent written notice of the interest rate on this [Global] Security for
each Interest Period promptly after the determination thereof.



               3. CAF may redeem the principal amount of this [Global] Security, in whole
or in part, in increments of $1,000, on any interest payment date, other than
the Maturity Date (each, a “Redemption Date”) at a price equal to 100% of the
principal amount of this [Global] Security to be redeemed (the “Redemption
Price”) together with any unpaid interest accrued hereon up to but excluding
such Redemption Date.



               CAF shall give written notice of such a redemption to the Holder not less
than 30 days prior to the applicable Redemption Date stating: (i) the
Redemption Date; (ii) the Redemption Price; (iii) the identification (and, in
the case of a partial redemption, the principal amount) of such [Global]
Security to be redeemed; (iv) in the case of a partial redemption of this
[Global] Security, the Holder will receive, without charge, upon the surrender
of this [Global] Security, a new certificate representing an authorized
denomination of the principal amount of this [Global] Security remaining
unredeemed; (v) that on the applicable Redemption Date, the Redemption Price
shall become due and payable upon this [Global] Security so redeemed and that
interest thereon shall cease to accrue on and after the applicable Redemption
Date; (vi) the place or places where the certificate or certificates
representing this [Global] Security is to be surrendered for the payment of the
Redemption Price together with any unpaid interest thereon to the applicable
Redemption Date; and (vii) the CUSIP number of this [Global] Security or
portion of such [Global] Security to be redeemed.



               4. All amounts payable (whether in respect of principal, interest or
otherwise) in respect of the Securities will be made free and clear of and
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 on behalf of any of the Andean Community countries or any political
subdivision thereof or any authority or agency therein or thereof having the
power to tax, unless the withholding or deduction




3






 





of such taxes, duties, assessments or governmental charges is required by
law. In that event, CAF will pay such additional amounts as may be necessary
in order that the net amounts receivable by the Holder of any Security after
such withholding or deduction shall equal the respective amounts that would
have been receivable by such Holder in the absence of such withholding or
deduction, except that no such additional amounts shall be payable in relation
to any payment in respect of any Security:



		
	 	     (a) to, or to a third party on behalf of, a Holder of a Security who
is liable for such taxes, duties, assessments or governmental charges in
respect of such Security by reason of his having some connection with any
of the Andean Community countries other than the mere holding of such
Security; or
	 
	 	     (b) presented for payment more than 30 days after the Relevant Date,
except to the extent that the relevant Holder would have been entitled to
such additional amounts on presenting the same for payment on the expiry
of such period of 30 days.



                         As used herein, the “Relevant Date” means, in respect of any payment, the
date on which such payment first becomes due and payable, but if the full
amount of the moneys payable has not been received by the Fiscal Agent on or
prior to such due date, it means the first date on which, the full amount of
such moneys having been so received and being available for payment to Holders
of Securities, notice to that effect shall have been duly provided as set forth
in this Security.



                         5. This [Global] Security is [a permanent global security evidencing]
[part of] a series of a duly authorized issue of debt securities of CAF,
consisting of CAF’s “Extendible Floating Rate Notes” initially issued in the
aggregate principal amount of $150,000,000 together with all securities issued
in exchange for all or any portion of CAF’s Extendible Floating Rate Notes in
accordance with the terms thereof (collectively the “Securities”). CAF has,
for the benefit of the Holders from time to time of the Securities, entered
into a Fiscal Agency Agreement, dated as of March 17, 1998 (as supplemented as
of February [ ], 2004, the “Fiscal Agency Agreement”), with JPMorgan Chase
Bank, as Fiscal Agent, copies of which Agreement are on file and available for
inspection during normal business hours at the corporate trust office of the
Fiscal Agent in The City of New York. JPMorgan Chase Bank, and its respective
successors as Fiscal Agent are herein called “Fiscal Agent”. As used herein,
the term “Holder” means the person in whose name the Security is registered in
the Security Register.



                         6. The Securities constitute direct, unconditional, unsecured and general
obligations of CAF. So long as any of the Securities shall be outstanding and
unpaid, but only up to the time amounts sufficient for payment of all principal
and interest have been placed at the disposal of the Fiscal Agent, CAF will not
cause or permit to be created on any of its property or assets any mortgage,
pledge or other lien or charge as security for any bonds, notes or other
evidences of indebtedness heretofore or hereafter issued, assumed or guaranteed
by CAF for money borrowed (other than purchase money mortgages, pledges or
liens on property purchased by CAF as security for all or part of the purchase
price thereof), unless the Securities shall be secured by such mortgage, pledge
or other lien or charge equally and ratably with such other bonds, notes or
evidences of indebtedness.



                         Subject to the preceding paragraph, the Securities and each of them will
rank pari passu with all other unsecured Indebtedness of CAF. “Indebtedness”
means all indebtedness of CAF in respect of monies borrowed by CAF and
guarantees given by CAF for monies borrowed by others.



                         7. Except as set forth in Paragraph 3 hereof, the Securities are not
subject to redemption prior to their maturity and are not entitled to the
benefit of any sinking fund.



                         8. [Except as set forth in the following sentence, the Securities are
issuable only as fully registered global securities, without coupons, each
registered in the name of DTC, a nominee thereof




4






 





or a successor to DTC or a nominee thereof (each, a “Global Security”),
and (i) no Global Security may be transferred, except in whole and not in part,
and only to DTC, one or more nominees of DTC or one or more respective
successors of DTC and its nominees, and (ii) no Global Security may be
exchanged for any Security other than another Global Security. Notwithstanding
any other provisions of the Fiscal Agency Agreement or this Global Security, a
Global Security may be transferred to, or exchanged for registered Securities
registered in the name of, a person other than DTC, a nominee of DTC or a
successor of DTC or its nominee if (i) DTC (a) notifies CAF that it is
unwilling or unable to continue as depositary for such Global Security or (b)
ceases to be a clearing agency registered under the Securities Exchange Act of
1934 at a time when it is required to be, and in either such case (a) or (b) a
successor depositary is not appointed by CAF within 90 days after receiving
such notice or becoming aware that DTC is no longer so registered, (ii) CAF, in
its sole discretion, instructs the Fiscal Agent in writing that a Global
Security shall be so transferable and exchangeable or (iii) there shall have
occurred and be continuing an event of default with respect to the Securities
evidenced by this Global Security (as set forth in Paragraph 11). Registered
Securities issued in exchange for this Global Security will be registered in
such names, and issued in such denominations (of $100,000 and integral
multiples of $1,000 in excess thereof), as an authorized representative of DTC
shall request.]


               [Subject, in the case of this Global Security, to the preceding paragraph,
transfer] [Transfer] of this [Global] Security is registrable on the Security
Register upon surrender of this [Global] Security for registration at the
office of the Fiscal Agent duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to CAF and the Fiscal Agent duly
executed by, the Holder hereof or his attorney duly authorized in writing.
Upon such surrender of this [Global] Security for registration of transfer, CAF
shall execute, and the Fiscal Agent shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new registered
Securities, dated the date of authentication thereof, of any authorized
denominations and of a like aggregate principal amount, and registered in such
name or names as may be requested [(subject, in the case of this Global
Security, to the preceding paragraph).] CAF and the Fiscal Agent may deem and
treat the registered owner hereof as the absolute owner hereof (notwithstanding
any notice of ownership or writing hereon made by anyone other than CAF or the
Fiscal Agent) for the purposes of receiving payment hereon or on account hereof
and for all other purposes whether or not this [Global] Security shall be
overdue. CAF covenants that, at all times so long as this [Global] Security
shall be outstanding, it shall maintain in The City of New York an office or
agency for the registration and registration of transfers, as aforesaid, of the
registered Securities. CAF has appointed the corporate trust office of the
Fiscal Agent as its agent in The City of New York for such purpose and has
agreed to cause to be kept at such office a register (the register maintained
in such office and in any other office or agency for such purpose being herein
sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, CAF shall provide
for such registration and registration of transfers.



               In the manner and subject to the limitations and upon payment of the
charges (if any) provided in the Fiscal Agency Agreement and this [Global]
Security, registered Securities may be exchanged for a like aggregate principal
amount of registered Securities of other authorized denominations but may never
be exchanged for coupon Securities. CAF covenants that it shall maintain at
all times so long as this [Global] Security shall be outstanding, in The City
of New York, an office or agency where registered Securities may be surrendered
in exchange for registered Securities in other authorized denominations. CAF
has appointed the corporate trust office of the Fiscal Agent, in The City of
New York, as its agent for such purposes.



               No registrations of transfers or exchanges of Securities shall be made for
a period of 15 days preceding any interest payment date.



               All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of CAF, evidencing the same debt, and
entitled to the same benefits, as the Securities




5






 





surrendered upon such registration of transfer or exchange [(except that a
Security not in global form issued upon any registration of transfer or
exchange of this Global Security shall not be subject or entitled to the
provisions set forth in this Global Security relating to Securities in global
form).] Any new Security delivered pursuant to this Paragraph 8 shall be so
dated that neither gain nor loss in interest shall result from such
registration or exchange.


               No service charge shall be made to any Holder for any such exchange or
registration of transfer, but CAF may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



               9. In case any Security [(including this Global Security)] shall at any
time become mutilated or destroyed or stolen or lost, then, provided that such
Security, or evidence of the loss, theft or destruction thereof (together with
the indemnity hereinafter referred to and such other documents or proof as may
be required in the premises) shall be delivered to the Fiscal Agent in The City
of New York, a replacement Security of like tenor and principal amount will be
issued by CAF and, at its request, authenticated and delivered by the Fiscal
Agent at the office of the Fiscal Agent, in The City of New York, in exchange
for the Security so mutilated, or in lieu of the Security so destroyed or
stolen or lost; and provided however that, in the case of destroyed, stolen or
lost Securities, (i) CAF or the Fiscal Agent shall not have received notice
that such Securities have been acquired by a bona fide purchaser, and (ii) CAF
and the Fiscal Agent shall have received evidence satisfactory to them that
such Securities were destroyed, stolen or lost, and, if required, shall also
have received an indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a replacement Security shall be
borne by the owner of the Security mutilated, destroyed, stolen or lost. In
case such mutilated, destroyed, lost or stolen Security has become or is about
to become due and payable, CAF in its discretion may, instead of issuing a new
Security, pay or cause to be paid such Security.



               Any new Security delivered pursuant to this Paragraph 9 shall be so dated
that neither gain nor loss in interest shall result from such replacement.



               Upon the issuance of any new Security under this Paragraph 9, CAF may
require the payment of a sum sufficient to cover any 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.



               Every new Security issued pursuant to this Paragraph 9 in lieu of any
mutilated, destroyed, lost or stolen Security, shall constitute an original
additional contractual obligation of CAF, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone.



               The provisions of this Paragraph 9 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.



               10. In order to provide for the payment of the principal of and the
interest on the Securities as the same shall become due, CAF does hereby agree
to pay to the Fiscal Agent at its corporate trust office in The City of New
York, in immediately available funds in U.S. dollars or in such other coin or
currency of the United States of America as at the time of payment is legal
tender for the payment therein of public and private debts, the amounts set
forth below in this paragraph, to be held in trust and applied by the Fiscal
Agent as hereinafter set forth: (a) CAF shall pay to the Fiscal Agent at least
one (1) full Business Day prior to each interest payment date an amount
sufficient to pay the interest becoming due on all Securities on such interest
payment date and the Fiscal Agent shall apply the amounts so paid to it to the
payment of such interest on such interest payment date; and (b) at least one
(1) full Business Day prior to the Maturity Date of the Securities, CAF shall
pay to the Fiscal Agent an amount which, together with any




6






 





monies then held by the Fiscal Agent and available for the purpose, shall
be equal to the entire amount of interest and principal to be due on such
Maturity Date on the Securities then outstanding, and the Fiscal Agent shall
apply such amount to the payment of interest on and principal of such
Securities in accordance with the terms thereof.


               Any monies paid by CAF to the Fiscal Agent for the payment of the
principal of or interest on any Securities and remaining unclaimed at the end
of two (2) years after such principal or interest shall have become due and
payable and provision for such payment shall have been made shall then be
repaid to CAF, and upon such repayment the aforesaid trust shall terminate and
all liability of the Fiscal Agent with respect to such monies shall thereupon
cease, without, however, limiting in any way the unconditional obligation of
CAF to pay the principal of and interest on this [Global] Security as the same
shall become due.



               11. If an Event of Default (as defined below) occurs, each Holder of
Securities may, by written notice to CAF and the Fiscal Agent, declare the
principal of and any accrued interest on the Securities held by it to be, and
such principal and accrued interest shall thereupon become, immediately due and
payable, unless prior to receipt of such notice by CAF all Events of Default in
respect of such Securities shall have been cured. If all such Events of Default
shall have been cured following such declaration, such declaration may be
rescinded by any such Holder with respect to such previously accelerated
Securities upon delivery of written notice of such rescission to CAF and the
Fiscal Agent.



               An “Event of Default” is: (a) a failure to pay any principal of or
interest on the Securities when due and the continuance of such failure for 30
days; (b) a failure to perform or observe any material obligation under or in
respect of the Securities or the Fiscal Agency Agreement and the continuance of
such failure for a period of 90 days after written notice thereof has been
delivered to CAF and to the Fiscal Agent by the Holder of any Security; (c) a
failure to pay any amount in excess of U.S.$20,000,000 (or the equivalent
thereof in any other currency or currencies) of principal or interest or
premium in respect of any indebtedness incurred, assumed or guaranteed by CAF
as and when such amount becomes due and payable and the continuance of such
failure until the expiration of any applicable grace period or 30 days,
whichever is longer; or (d) the acceleration of any indebtedness incurred or
assumed by CAF with an aggregate principal amount in excess of U.S.$20,000,000
(or the equivalent thereof in any other currency or currencies) by any holder
or holders thereof.



               12. The Fiscal Agency Agreement and the terms and conditions of the
Securities may be modified or amended by CAF and the Fiscal Agent, without the
consent of the Holders of the Securities, for the purpose of adding to the
covenants of CAF for the benefit of the Holders, surrendering any right or
power conferred upon CAF, securing the Securities pursuant to the requirements
of the Securities or otherwise, effecting the issue of further Securities as
described in Paragraph 17, curing any ambiguity, correcting or supplementing
any defective provision therein, or in any manner that CAF and the Fiscal Agent
may mutually deem necessary or desirable and that shall not adversely affect
the interests of the Holders of the Securities in any material respect, to all
of which the Holder of this Security shall, by acceptance hereof, consent.



               CAF may modify any of the terms or provisions contained in the Securities
in any way with the written consent of the Holders of not less than 66 2/3% in
principal amount of the Securities at the time outstanding, provided, however,
that no such action may, without the consent of the Holder of each Security
affected thereby, (a) change the due date for the payment of the principal of
or of any installment of interest on the Securities, (b) reduce the principal
amount of the Securities, the portion of such principal that is payable upon
acceleration of the maturity of such Security or the interest rate thereon, (c)
change the currency or place of payment of principal of or interest on the
Securities, (d) reduce the proportion of the principal amount of the Securities
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
Securities or to




7






 





make, take or give any request, demand, authorization, direction, notice,
consent, waiver or other action provided hereby or therein to be made, taken or
given, or (e) change the obligation of CAF to pay additional amounts.


               13. CAF hereby certifies and declares that all acts and conditions
required to be performed and to have happened precedent to the creation and
issuance of this [Global] Security, and to constitute the same the valid and
legally binding obligation of CAF in accordance with its terms, have been
performed and have happened in due and strict compliance with the Constitutive
Agreement of CAF.



               14. All notices will be delivered by CAF in writing to each Holder of the
Securities. [If at the time of any such notice the Securities are represented
by this Global Security, such notice shall be delivered to DTC and shall be
deemed to have been given three Business Days after delivery to DTC.] [If at
the time of any such notice the Securities are not represented by any Global
Security, such] [Such] notice shall be delivered to the Holders of the
Securities and in such case shall be deemed to have been given three Business
Days after the mailing of such notice by first class mail.



               15. This [Global] Security shall not become valid or obligatory for any
purpose unless and until this [Global] Security has been authenticated by
JPMorgan Chase Bank, or its successor, as Fiscal Agent.



               16. This [Global] Security shall be governed by, and shall be construed in
accordance with, the laws of the State of New York.



               17. CAF may at any time or from time to time, without notice to or the
consent of the Holders of the Securities, create and issue further Securities
ranking pari passu with the Securities in all respects (or in all respects
except for the payment of interest accruing prior to the issue date of such
further Securities or except for the first payment of interest following the
issue date of such Securities) and so that such further Securities shall be
consolidated and form a single issue with the Securities and shall have the
same terms as to status, redemption or otherwise as the Securities.



               18. CAF has appointed CT Corporation System in The City New York as its
authorized agent upon which process may be served in any action arising out of
or based on the Securities which may be instituted in any State or Federal
court in The City and State of New York by the Fiscal Agent or the Holder of a
Security, and, subject to the last sentence of this Paragraph 19, CAF hereby
expressly accepts the jurisdiction of any such court in respect of any such
action. CAF hereby agrees to keep such appointment in force at all times while
this or any other Security shall be outstanding. CAF hereby waives irrevocably
any immunity (except for immunity from execution prior to final judgment) to
which it might otherwise be entitled in any action based on the Securities
which may be instituted by the Holder of any Security in any State or Federal
court in The City and State of New York. Anything in the Fiscal Agency
Agreement or this [Global] Security to the contrary notwithstanding, such
appointment of an authorized agent for service of process and such waiver of
immunity shall not be interpreted to include actions brought under the United
States Federal securities laws.



* * * * *



8






 





               IN WITNESS WHEREOF, CAF has caused this [Global] Security to be executed
with the signature of the Vice President of Finance of CAF, all in The City of
New York, State of New York, United States of America.



Dated:




	 	 	 
	 	 	
CORPORACION ANDINA DE FOMENTO
	 	 	 
	 	 	


	 	 	
By:



CERTIFICATE OF AUTHENTICATION



This is one of the Securities referred to in the within-mentioned Fiscal Agency Agreement.






	 	 
	 
	JPMORGAN CHASE BANK

as Fiscal Agent








	 	 	 
	By:	 	 
	 	 	


	 	 	
Authorized Officer



 






 



ASSIGNMENT



               FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(name and address including zip code and taxpayer I.D. or Social Security
Number of assignee)












the within Security and does hereby irrevocably constitute and appoint





to transfer such Security on the books kept for registration thereof with full
power of substitution in the premises.



	 	 	 	 	 
	Dated:	 	 	*	 
	 	 	


	 	 



Signature Guaranteed:



 











     * NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Security in every
particular, without alteration, enlargement or any change whatsoever.


 






 






SCHEDULE I



Additional Terms Applicable to this [Global] Security



Principal Amount:



Initial Interest Payment Date:


Issue Date:


Maturity Date:


 






 



EXHIBIT B



[FORM OF SHORT-TERM NOTE]



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO CORPORACION ANDINA
DE FOMENTO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., 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 & CO., HAS AN INTEREST HEREIN.



	 	 	 
	CUSIP NO.	 	
No. 1
	ISIN NO.	 	 



CORPORACION ANDINA DE FOMENTO



Floating Rate Note  




due [l]




               1. CORPORACION ANDINA DE FOMENTO (“CAF”), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal amount
specified in Schedule I hereto on the Maturity Date, as defined in Schedule I
hereto, and to pay interest on said principal amount hereof from the Issue
Date, as defined in Schedule I hereto, or from the most recent February 15, May
15, August 15 or November 15 (subject to adjustment as described below) to
which such interest has been paid or duly provided for, quarterly on each
February 15, May 15, August 15 and November 15 thereafter, and on the Maturity
Date, as defined in Schedule I hereto, commencing on the Initial Interest
Payment Date, as defined in Schedule I hereto, and ending on the Maturity Date,
at a rate of interest per annum equal to LIBOR (as determined pursuant to the
provisions of Paragraph 2 hereof), reset quarterly, plus the Applicable Spread,
as defined below, until payment of said principal sum has been made or duly
provided for. The period beginning on the Issue Date and ending on but
excluding the first interest payment date and each successive period beginning
on and including an interest payment date and ending on but excluding the next
succeeding interest payment date is herein called an “Interest Period.” If
such principal payment date or any interest payment date would otherwise be a
day which is not a Business Day (as defined below), such principal payment date
or any such interest payment date shall be postponed to the next Business Day,
except that if such next Business Day is in a different month, then that
interest payment date will be the immediately preceding day that is a Business
Day. Business Day means any day on which commercial banks and foreign exchange
markets settle payments in The City of New York. The interest so payable and
punctually paid or duly provided for on any interest payment date will be paid
to the person in whose name this [Global] Security (as defined in Paragraph 8)
is registered at the close of business on the day that is the first day of the
month in which such interest payment date occurs (“Record Date”) except, that
on the Maturity Date, interest will be paid to the same person to whom the
principal is payable. Interest will be calculated by dividing the applicable
interest rate in effect for each day by 360 and multiplying the result by the
principal amount of this [Global] Security specified in Schedule I (the “Daily
Interest Amount”). The amount of interest to be paid on this [Global] Security
for each Interest Period will be calculated by adding the applicable Daily
Interest Amounts for each day in the Interest Period. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
person in whose name this [Global] Security is registered on such Record Date
and may be paid to the person in whose name this [Global] Security is
registered at the close of business on a special record date for the




 






 





payment of such defaulted interest to be fixed by CAF or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities (as defined in Paragraph 5)
evidenced by this [Global] Security may be listed. CAF and the Fiscal Agent
may deem and treat the registered owner hereof as the absolute owner hereof
(notwithstanding any notice of ownership or writing) for the purpose of
receiving payment hereon and for all other purposes whether or not this
[Global] Security or any of the Securities evidenced hereby shall be overdue.


               Payment of the principal of and interest on this [Global] Security will be
made in immediately available funds in U.S. dollars or in such other coin or
currency of the United States of America as at the time of payment is legal
tender for the payment therein of public and private debts. In the case of a
Security in definitive form (as provided in Paragraph 8), payment of the
principal will be made against presentation and surrender of the Security at
the corporate trust office of the Fiscal Agent, as paying agent, in The City of
New York and at the offices of such other paying agents as CAF shall have
appointed. Payment of interest on each Security in definitive form will be
made at the corporate trust office of the Fiscal Agent in The City of New York
and at the offices of such other paying agents as CAF shall have appointed,
provided that interest on each Security may be paid (i) by a U.S. dollar check
drawn on a bank in The City of New York mailed to the address of the person
entitled thereto as such address shall appear in the Security Register (as
defined in Paragraph 8) on the Record Date for such payment or (ii) at the
request of a Holder (as defined in Paragraph 5) of more than $1,000,000
principal amount of Securities, by wire transfer to such Holder. CAF covenants
that until this [Global] Security has been delivered to the Fiscal Agent for
cancellation, or monies sufficient to pay the principal of and interest on this
[Global] Security have been made available for payment and either paid or
returned to CAF as provided herein, CAF will at all times maintain an office or
agency in The City of New York, for the payment of the principal of and
interest on the Securities as herein provided.



               2. The interest rate for each Interest Period shall be set on the first
day of such Interest Period (each an “Interest Reset Date”). For each Interest
Period, on the second London Banking Day (as defined below) preceding the first
day of such Interest Period (the “Determination Date”), JPMorgan Chase Bank or
such other financial institution that may be appointed by CAF (the “Calculation
Agent”) will determine LIBOR for such Interest Period. LIBOR will be the
offered rate (expressed as an interest rate per annum) for three-month U.S.
dollar deposits for the Interest Period concerned that appears on Telerate
LIBOR Page 3750, as of 11:00 a.m., London time, on such Determination Date.
“Telerate LIBOR Page 3750” means the display designated as page “3750” on the
Bridge Telerate, Inc., or any successor service (or such other page as may
replace page 3750 on that service or successor service) for the purpose of
displaying the London interbank rates of major U.S. banks of U.S. dollar
deposits. If, on any Determination Date, Telerate Page 3750 does not include
this rate or is unavailable, LIBOR will be determined on the basis of the rates
at which deposits in U.S. dollars having a maturity of three months, commencing
on the second London Banking Day immediately following such Determination Date
and in a principal amount that is representative for a single transaction in
such market at such time, are offered by four major banks in the London
interbank market, which may include the Calculation Agent and its affiliates,
as selected by the Calculation Agent, at approximately 11:00 a.m., London time,
on such Determination Date to prime banks in the London interbank market. The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations are
so provided, LIBOR for the applicable Interest Period will be the arithmetic
mean (rounded to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards) of those
quotations. If fewer than two quotations are so provided, LIBOR for the
applicable Interest Period will be the arithmetic mean (rounded to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards) of the rates quoted by three major banks in
New York City, which may include the Calculation Agent and its affiliates, as
selected by the Calculation Agent, at approximately 11:00 a.m., New York City
time, on such Determination Date for loans in U.S. dollars to leading European
banks having a three-month maturity commencing on the second London Banking Day
immediately following such Determination Date and in a principal amount




2






 





representative for a single transaction in such market at such time. The
Calculation Agent will request the principal New York office of each of such
banks to provide a quotation of its rate. If the banks in New York selected by
the Calculation Agent are not quoting as described in the previous sentence,
then LIBOR for the applicable Determination Date will be LIBOR in effect on
such Determination Date.


               For the purposes of calculating LIBOR, “London Banking Day” means any
Business Day on which dealings in U.S. dollars are transacted or, with respect
to any future date, are expected to be transacted in the London interbank
market.



               The spread that will be added to LIBOR (the “Applicable Spread”) will
increase annually as indicated in the table below.




	 	 	 	 	 
	For Interest Reset Dates Occurring	 	Spread
	
	 	

	From February 20, 2004 to but
excluding February 15, 2005	 	
plus 15
	 	basis points
	From February 15, 2005 to but
excluding February 15, 2006	 	
plus 17.5
	 	basis points
	From February 15, 2006 to but
excluding February 15, 2007	 	
plus 20
	 	basis points
	From February 15, 2007 to but
excluding February 15, 2008	 	
plus 22.5
	 	basis points
	From February 15, 2008 to but
excluding February 13, 2009	 	
plus 25
	 	basis points



               The Company shall, or shall cause the Calculation Agent to, give the
Fiscal Agent written notice of the interest rate on this [Global] Security for
each Interest Period promptly after the determination thereof.



               3. CAF may redeem the principal amount of this [Global] Security, in whole
or in part, in increments of $1,000, on any interest payment date, other than
the Maturity Date (each, a “Redemption Date”) at a price equal to 100% of the
principal amount of this [Global] Security to be redeemed (the “Redemption
Price”) together with any unpaid interest accrued hereon up to but excluding
such Redemption Date.



               CAF shall give written notice of such a redemption to the Holder not less
than 30 days prior to the applicable Redemption Date stating: (i) the
Redemption Date; (ii) the Redemption Price; (iii) the identification (and, in
the case of a partial redemption, the principal amount) of such [Global]
Security to be redeemed; (iv) in the case of a partial redemption of this
[Global] Security, the Holder will receive, without charge, upon the surrender
of this [Global] Security, a new certificate representing an authorized
denomination of the principal amount of this [Global] Security remaining
unredeemed; (v) that on the applicable Redemption Date, the Redemption Price
shall become due and payable upon this [Global] Security so redeemed and that
interest thereon shall cease to accrue on and after the applicable Redemption
Date; (vi) the place or places where the certificate or certificates
representing this [Global] Security is to be surrendered for the payment of the
Redemption Price together with any unpaid interest thereon to the applicable
Redemption Date; and (vii) the CUSIP number of this [Global] Security or
portion of such [Global] Security to be redeemed.



               4. All amounts payable (whether in respect of principal, interest or
otherwise) in respect of the Securities will be made free and clear of and
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 on behalf of any of the Andean Community countries or any political
subdivision thereof or any authority or agency therein or thereof having the
power to tax, unless the withholding or deduction




3






 





of such taxes, duties, assessments or governmental charges is required by
law. In that event, CAF will pay such additional amounts as may be necessary
in order that the net amounts receivable by the Holder of any Security after
such withholding or deduction shall equal the respective amounts that would
have been receivable by such Holder in the absence of such withholding or
deduction, except that no such additional amounts shall be payable in relation
to any payment in respect of any Security:



		
	 	     (a) to, or to a third party on behalf of, a Holder of a Security who
is liable for such taxes, duties, assessments or governmental charges in
respect of such Security by reason of his having some connection with any
of the Andean Community countries other than the mere holding of such
Security; or
	 
	 	     (b) presented for payment more than 30 days after the Relevant Date,
except to the extent that the relevant Holder would have been entitled to
such additional amounts on presenting the same for payment on the expiry
of such period of 30 days.



                         As used herein, the “Relevant Date” means, in respect of any payment, the
date on which such payment first becomes due and payable, but if the full
amount of the moneys payable has not been received by the Fiscal Agent on or
prior to such due date, it means the first date on which, the full amount of
such moneys having been so received and being available for payment to Holders
of Securities, notice to that effect shall have been duly provided as set forth
in this Security.



                         5. This [Global] Security is [a permanent global security evidencing]
[part of] a series of a duly authorized issue of debt securities of CAF,
consisting of CAF’s “Extendible Floating Rate Notes” initially issued in the
aggregate principal amount of $150,000,000 together with all securities issued
in exchange for all or any portion of CAF’s Extendible Floating Rate Notes in
accordance with the terms thereof (collectively the “Securities”). CAF has,
for the benefit of the Holders from time to time of the Securities, entered
into a Fiscal Agency Agreement, dated as of March 17, 1998 (as supplemented as
of February [ ], 2004, the “Fiscal Agency Agreement”), with JPMorgan Chase
Bank, as Fiscal Agent, copies of which Agreement are on file and available for
inspection during normal business hours at the corporate trust office of the
Fiscal Agent in The City of New York. JPMorgan Chase Bank, and its respective
successors as Fiscal Agent are herein called “Fiscal Agent”. As used herein,
the term “Holder” means the person in whose name the Security is registered in
the Security Register.



                         6. The Securities constitute direct, unconditional, unsecured and general
obligations of CAF. So long as any of the Securities shall be outstanding and
unpaid, but only up to the time amounts sufficient for payment of all principal
and interest have been placed at the disposal of the Fiscal Agent, CAF will not
cause or permit to be created on any of its property or assets any mortgage,
pledge or other lien or charge as security for any bonds, notes or other
evidences of indebtedness heretofore or hereafter issued, assumed or guaranteed
by CAF for money borrowed (other than purchase money mortgages, pledges or
liens on property purchased by CAF as security for all or part of the purchase
price thereof), unless the Securities shall be secured by such mortgage, pledge
or other lien or charge equally and ratably with such other bonds, notes or
evidences of indebtedness.



                         Subject to the preceding paragraph, the Securities and each of them will
rank pari passu with all other unsecured Indebtedness of CAF. “Indebtedness”
means all indebtedness of CAF in respect of monies borrowed by CAF and
guarantees given by CAF for monies borrowed by others.



                         7. Except as set forth in Paragraph 3 hereof, the Securities are not
subject to redemption prior to their maturity and are not entitled to the
benefit of any sinking fund.



                         8. [Except as set forth in the following sentence, the Securities are
issuable only as fully registered global securities, without coupons, each
registered in the name of DTC, a nominee thereof




4






 





or a successor to DTC or a nominee thereof (each, a “Global Security”),
and (i) no Global Security may be transferred, except in whole and not in part,
and only to DTC, one or more nominees of DTC or one or more respective
successors of DTC and its nominees, and (ii) no Global Security may be
exchanged for any Security other than another Global Security. Notwithstanding
any other provisions of the Fiscal Agency Agreement or this Global Security, a
Global Security may be transferred to, or exchanged for registered Securities
registered in the name of, a person other than DTC, a nominee of DTC or a
successor of DTC or its nominee if (i) DTC (a) notifies CAF that it is
unwilling or unable to continue as depositary for such Global Security or (b)
ceases to be a clearing agency registered under the Securities Exchange Act of
1934 at a time when it is required to be, and in either such case (a) or (b) a
successor depositary is not appointed by CAF within 90 days after receiving
such notice or becoming aware that DTC is no longer so registered, (ii) CAF, in
its sole discretion, instructs the Fiscal Agent in writing that a Global
Security shall be so transferable and exchangeable or (iii) there shall have
occurred and be continuing an event of default with respect to the Securities
evidenced by this Global Security (as set forth in Paragraph 11). Registered
Securities issued in exchange for this Global Security will be registered in
such names, and issued in such denominations (of $100,000 and integral
multiples of $1,000 in excess thereof), as an authorized representative of DTC
shall request.]


               [Subject, in the case of this Global Security, to the preceding paragraph,
transfer] [Transfer] of this [Global] Security is registrable on the Security
Register upon surrender of this [Global] Security for registration at the
office of the Fiscal Agent duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to CAF and the Fiscal Agent duly
executed by, the Holder hereof or his attorney duly authorized in writing.
Upon such surrender of this [Global] Security for registration of transfer, CAF
shall execute, and the Fiscal Agent shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new registered
Securities, dated the date of authentication thereof, of any authorized
denominations and of a like aggregate principal amount, and registered in such
name or names as may be requested [(subject, in the case of this Global
Security, to the preceding paragraph).] CAF and the Fiscal Agent may deem and
treat the registered owner hereof as the absolute owner hereof (notwithstanding
any notice of ownership or writing hereon made by anyone other than CAF or the
Fiscal Agent) for the purposes of receiving payment hereon or on account hereof
and for all other purposes whether or not this [Global] Security shall be
overdue. CAF covenants that, at all times so long as this [Global] Security
shall be outstanding, it shall maintain in The City of New York an office or
agency for the registration and registration of transfers, as aforesaid, of the
registered Securities. CAF has appointed the corporate trust office of the
Fiscal Agent as its agent in The City of New York for such purpose and has
agreed to cause to be kept at such office a register (the register maintained
in such office and in any other office or agency for such purpose being herein
sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, CAF shall provide
for such registration and registration of transfers.



               In the manner and subject to the limitations and upon payment of the
charges (if any) provided in the Fiscal Agency Agreement and this [Global]
Security, registered Securities may be exchanged for a like aggregate principal
amount of registered Securities of other authorized denominations but may never
be exchanged for coupon Securities. CAF covenants that it shall maintain at
all times so long as this [Global] Security shall be outstanding, in The City
of New York, an office or agency where registered Securities may be surrendered
in exchange for registered Securities in other authorized denominations. CAF
has appointed the corporate trust office of the Fiscal Agent, in The City of
New York, as its agent for such purposes.



               No registrations of transfers or exchanges of Securities shall be made for
a period of 15 days preceding any interest payment date.



               All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of CAF, evidencing the same debt, and
entitled to the same benefits, as the Securities




5






 





surrendered upon such registration of transfer or exchange [(except that a
Security not in global form issued upon any registration of transfer or
exchange of this Global Security shall not be subject or entitled to the
provisions set forth in this Global Security relating to Securities in global
form).] Any new Security delivered pursuant to this Paragraph 8 shall be so
dated that neither gain nor loss in interest shall result from such
registration or exchange.


               No service charge shall be made to any Holder for any such exchange or
registration of transfer, but CAF may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



               9. In case any Security [(including this Global Security)] shall at any
time become mutilated or destroyed or stolen or lost, then, provided that such
Security, or evidence of the loss, theft or destruction thereof (together with
the indemnity hereinafter referred to and such other documents or proof as may
be required in the premises) shall be delivered to the Fiscal Agent in The City
of New York, a replacement Security of like tenor and principal amount will be
issued by CAF and, at its request, authenticated and delivered by the Fiscal
Agent at the office of the Fiscal Agent, in The City of New York, in exchange
for the Security so mutilated, or in lieu of the Security so destroyed or
stolen or lost; and provided however that, in the case of destroyed, stolen or
lost Securities, (i) CAF or the Fiscal Agent shall not have received notice
that such Securities have been acquired by a bona fide purchaser, and (ii) CAF
and the Fiscal Agent shall have received evidence satisfactory to them that
such Securities were destroyed, stolen or lost, and, if required, shall also
have received an indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a replacement Security shall be
borne by the owner of the Security mutilated, destroyed, stolen or lost. In
case such mutilated, destroyed, lost or stolen Security has become or is about
to become due and payable, CAF in its discretion may, instead of issuing a new
Security, pay or cause to be paid such Security.



               Any new Security delivered pursuant to this Paragraph 9 shall be so dated
that neither gain nor loss in interest shall result from such replacement.



               Upon the issuance of any new Security under this Paragraph 9, CAF may
require the payment of a sum sufficient to cover any 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.



               Every new Security issued pursuant to this Paragraph 9 in lieu of any
mutilated, destroyed, lost or stolen Security, shall constitute an original
additional contractual obligation of CAF, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone.



               The provisions of this Paragraph 9 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.



               10. In order to provide for the payment of the principal of and the
interest on the Securities as the same shall become due, CAF does hereby agree
to pay to the Fiscal Agent at its corporate trust office in The City of New
York, in immediately available funds in U.S. dollars or in such other coin or
currency of the United States of America as at the time of payment is legal
tender for the payment therein of public and private debts, the amounts set
forth below in this paragraph, to be held in trust and applied by the Fiscal
Agent as hereinafter set forth: (a) CAF shall pay to the Fiscal Agent at least
one (1) full Business Day prior to each interest payment date an amount
sufficient to pay the interest becoming due on all Securities on such interest
payment date and the Fiscal Agent shall apply the amounts so paid to it to the
payment of such interest on such interest payment date; and (b) at least one
(1) full Business Day prior to the Maturity Date of the Securities, CAF shall
pay to the Fiscal Agent an amount which, together with any




6






 





monies then held by the Fiscal Agent and available for the purpose, shall
be equal to the entire amount of interest and principal to be due on such
Maturity Date on the Securities then outstanding, and the Fiscal Agent shall
apply such amount to the payment of interest on and principal of such
Securities in accordance with the terms thereof.


               Any monies paid by CAF to the Fiscal Agent for the payment of the
principal of or interest on any Securities and remaining unclaimed at the end
of two (2) years after such principal or interest shall have become due and
payable and provision for such payment shall have been made shall then be
repaid to CAF, and upon such repayment the aforesaid trust shall terminate and
all liability of the Fiscal Agent with respect to such monies shall thereupon
cease, without, however, limiting in any way the unconditional obligation of
CAF to pay the principal of and interest on this [Global] Security as the same
shall become due.



               11. If an Event of Default (as defined below) occurs, each Holder of
Securities may, by written notice to CAF and the Fiscal Agent, declare the
principal of and any accrued interest on the Securities held by it to be, and
such principal and accrued interest shall thereupon become, immediately due and
payable, unless prior to receipt of such notice by CAF all Events of Default in
respect of such Securities shall have been cured. If all such Events of Default
shall have been cured following such declaration, such declaration may be
rescinded by any such Holder with respect to such previously accelerated
Securities upon delivery of written notice of such rescission to CAF and the
Fiscal Agent.



               An “Event of Default” is: (a) a failure to pay any principal of or
interest on the Securities when due and the continuance of such failure for 30
days; (b) a failure to perform or observe any material obligation under or in
respect of the Securities or the Fiscal Agency Agreement and the continuance of
such failure for a period of 90 days after written notice thereof has been
delivered to CAF and to the Fiscal Agent by the Holder of any Security; (c) a
failure to pay any amount in excess of U.S.$20,000,000 (or the equivalent
thereof in any other currency or currencies) of principal or interest or
premium in respect of any indebtedness incurred, assumed or guaranteed by CAF
as and when such amount becomes due and payable and the continuance of such
failure until the expiration of any applicable grace period or 30 days,
whichever is longer; or (d) the acceleration of any indebtedness incurred or
assumed by CAF with an aggregate principal amount in excess of U.S.$20,000,000
(or the equivalent thereof in any other currency or currencies) by any holder
or holders thereof.



               12. The Fiscal Agency Agreement and the terms and conditions of the
Securities may be modified or amended by CAF and the Fiscal Agent, without the
consent of the Holders of the Securities, for the purpose of adding to the
covenants of CAF for the benefit of the Holders, surrendering any right or
power conferred upon CAF, securing the Securities pursuant to the requirements
of the Securities or otherwise, effecting the issue of further Securities as
described in Paragraph 17, curing any ambiguity, correcting or supplementing
any defective provision therein, or in any manner that CAF and the Fiscal Agent
may mutually deem necessary or desirable and that shall not adversely affect
the interests of the Holders of the Securities in any material respect, to all
of which the Holder of this Security shall, by acceptance hereof, consent.



               CAF may modify any of the terms or provisions contained in the Securities
in any way with the written consent of the Holders of not less than 66 2/3% in
principal amount of the Securities at the time outstanding, provided, however,
that no such action may, without the consent of the Holder of each Security
affected thereby, (a) change the due date for the payment of the principal of
or of any installment of interest on the Securities, (b) reduce the principal
amount of the Securities, the portion of such principal that is payable upon
acceleration of the maturity of such Security or the interest rate thereon, (c)
change the currency or place of payment of principal of or interest on the
Securities, (d) reduce the proportion of the principal amount of the Securities
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
Securities or to




7






 





make, take or give any request, demand, authorization, direction, notice,
consent, waiver or other action provided hereby or therein to be made, taken or
given, or (e) change the obligation of CAF to pay additional amounts.


               13. CAF hereby certifies and declares that all acts and conditions
required to be performed and to have happened precedent to the creation and
issuance of this [Global] Security, and to constitute the same the valid and
legally binding obligation of CAF in accordance with its terms, have been
performed and have happened in due and strict compliance with the Constitutive
Agreement of CAF.



               14. All notices will be delivered by CAF in writing to each Holder of the
Securities. [If at the time of any such notice the Securities are represented
by this Global Security, such notice shall be delivered to DTC and shall be
deemed to have been given three Business Days after delivery to DTC.] [If at
the time of any such notice the Securities are not represented by any Global
Security, such] [Such] notice shall be delivered to the Holders of the
Securities and in such case shall be deemed to have been given three Business
Days after the mailing of such notice by first class mail.



               15. This [Global] Security shall not become valid or obligatory for any
purpose unless and until this [Global] Security has been authenticated by
JPMorgan Chase Bank, or its successor, as Fiscal Agent.



               16. This [Global] Security shall be governed by, and shall be construed in
accordance with, the laws of the State of New York.



               17. CAF may at any time or from time to time, without notice to or the
consent of the Holders of the Securities, create and issue further Securities
ranking pari passu with the Securities in all respects (or in all respects
except for the payment of interest accruing prior to the issue date of such
further Securities or except for the first payment of interest following the
issue date of such Securities) and so that such further Securities shall be
consolidated and form a single issue with the Securities and shall have the
same terms as to status, redemption or otherwise as the Securities.



               18. CAF has appointed CT Corporation System in The City New York as its
authorized agent upon which process may be served in any action arising out of
or based on the Securities which may be instituted in any State or Federal
court in The City and State of New York by the Fiscal Agent or the Holder of a
Security, and, subject to the last sentence of this Paragraph 19, CAF hereby
expressly accepts the jurisdiction of any such court in respect of any such
action. CAF hereby agrees to keep such appointment in force at all times while
this or any other Security shall be outstanding. CAF hereby waives irrevocably
any immunity (except for immunity from execution prior to final judgment) to
which it might otherwise be entitled in any action based on the Securities
which may be instituted by the Holder of any Security in any State or Federal
court in The City and State of New York. Anything in the Fiscal Agency
Agreement or this [Global] Security to the contrary notwithstanding, such
appointment of an authorized agent for service of process and such waiver of
immunity shall not be interpreted to include actions brought under the United
States Federal securities laws.



* * * * *



8






 





               IN WITNESS WHEREOF, CAF has caused this [Global] Security to be executed
with the signature of the Vice President of Finance of CAF, all in The City of
New York, State of New York, United States of America.



Dated:




	 	 	 
	 	 	
CORPORACION ANDINA DE FOMENTO
	 	 	 
	 	 	


	 	 	
By:



CERTIFICATE OF AUTHENTICATION



This is one of the Securities referred to in the within-mentioned Fiscal Agency Agreement.






	 	 
	 
	JPMORGAN CHASE BANK

as Fiscal Agent








	 	 	 
	By:	 	 
	 	 	


	 	 	
Authorized Officer



 






 



ASSIGNMENT



               FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(name and address including zip code and taxpayer I.D. or Social Security
Number of assignee)












the within Security and does hereby irrevocably constitute and appoint





to transfer such Security on the books kept for registration thereof with full
power of substitution in the premises.



	 	 	 	 	 
	Dated:	 	 	*	 
	 	 	


	 	 



Signature Guaranteed:



 











     * NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Security in every
particular, without alteration, enlargement or any change whatsoever.


 






 






SCHEDULE I



Additional Terms Applicable to this [Global] Security



Principal Amount:



Initial Interest Payment Date:


Issue Date:


Maturity Date:


 






 



EXHIBIT C



[FORM OF NOTICE TO HOLDERS]



* ** *** IMPORTANT NOTICE *** ** *



NOTICE



Corporación Andina de Fomento



Extendible Floating Rate Notes



CUSIP No. 219868 AS 5




Please take notice that the above-referenced Notes may, at the option of
the Holder, be extended, in principal amounts of $100,000 or any multiple of
$1,000 in excess thereof, to the date occurring 366 calendar days from and
including the 15th day of the next succeeding month or [ ]. Elections to
extend may be effected by causing applicable delivery instructions (i.e. DTC
Participant Number, internal account numbers, etc.) for the renewed position to
be processed through the Agent Put Option facilities at The Depository Trust
Company (“DTC”), commencing [ ] and no later than 12:00 Noon New York time on
[ ], as defined in the Extendible Floating Rate Notes Prospectus Supplement
dated February 13, 2004. Delivery of the renewed position (CUSIP No. 219868 AS
5) will be processed through the Money Market Instrument (“MMI”) facilities at
DTC on [ ].


Holders who do not elect to extend their Notes will be delivered a like
position, via DTC’s MMI facilities, of Notes bearing CUSIP No. [ ] and having
a Maturity Date of [ ]. The failure to elect to extend the Maturity Date of
all or a portion of the Notes is irrevocable and will be binding on the current
holder as well as any subsequent holder of such Notes.