**Exhibit 2.2**

 

**AMENDMENT NO. 1 TO DEPOSIT AGREEMENT**

 

**AMENDMENTNO. 1**dated as of January 22, 2002 (the“Amendment”) to the Amended and Restated Deposit Agreement dated as ofJuly 6, 2000 (as so amended, the “Deposit Agreement”), among Corimon,C.A.,  incorporated under the laws ofVenezuela (the “Company”), JPMorgan Chase Bank, as depositary (the“Depositary”), and all Holders from time to time of American DepositaryReceipts (“ADRs”) issued thereunder.

 

WITNESSETH:

 

WHEREAS, theCompany and the Depositary executed the Deposit Agreement for the purposes setforth therein; and 

 

WHEREAS,pursuant to Section 6.01 of the Deposit Agreement, the Company and theDepositary desire to amend the terms of the Deposit Agreement and ADRs.

 

**NOW,THEREFORE,**for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Company and theDepositary hereby agree to amend the Deposit Agreement as follows:

 

**ARTICLE I**

** **

**DEFINITIONS**

** **

**SECTION 1.01.           Definitions**.  Unless otherwise defined in this Amendment,all capitalized terms used, but not otherwise defined, herein shall have themeaning given to such terms in the Deposit Agreement.

 

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**ARTICLE II**

** **

**AMENDMENTSTO DEPOSIT AGREEMENT**

** **

**SECTION 2.01.           Deposit Agreement.**  All references in the Deposit Agreement tothe terms “Deposit Agreement” shall, as of the Effective Date (as hereindefined), refer to the Deposit Agreement as amended by this Amendment.

 

**SECTION 2.02.          **Section 1.01 is amended by replacing“5000” with “500”.

 

**ARTICLE III**

** **

**AMENDMENTSTO THE FORM OF RECEIPT**

** **

**SECTION 3.01.          **All references in the Receipt tothe number of Shares represented by an ADS shall refer to a ratio of 500 Sharesper American Depositary Share.

 

**ARTICLE IV**

** **

**REPRESENTATIONSAND WARRANTIES**

** **

**SECTION 4.01.           Representations and Warranties**.  The Company represents and warrants to, andagrees with, the Depositary and the Holders, that:

 

(a)  This Amendment, when executed and deliveredby the Company, and the Deposit Agreement and all other documentation executedand delivered by the Company in connection therewith, will be and have been,respectively, duly and validly authorized, executed and delivered by theCompany, and constitute the legal, valid and binding obligations of theCompany, enforceable against the Company in accordance with their respectiveterms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium andsimilar laws of general applicability relating to or affecting creditors’rights and to general equity principles; and

 

(b)  In order to ensure the legality, validity,enforceability or admissibility into evidence of this Amendment or the DepositAgreement as amended hereby, and any other document furnished hereunder orthereunder in Venezuelazuala, neither of such agreements need to be filed orrecorded with any court or other authority in Venezuela, nor does any stamp orsimilar tax or governmental charge need to be paid in Venezuela on or inrespect of such agreements; and

 

(c)  All of the information provided to theDepositary by the Company in connection with this Amendment is true, accurateand correct.

 

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**ARTICLE V**

** **

**MISCELLANEOUS**

** **

**SECTION 5.01.           Effective Date**.  This Amendment is dated as of the date setforth above and shall be effective as of January 22, 2002. (the “EffectiveDate”).

 

**SECTION 5.02.           Outstanding ADRs**.    ADRs issued prior or subsequent to thedate hereof, which do not reflect the changes to the form of ADR effectedhereby (as set forth in Exhibit A hereto), shall, at the expense of theCompany, be called in for exchange for new ADSs.

 

**SECTION 5.03.           Indemnification**.  The parties hereto shall be entitled to thebenefits of the indemnification provisions of Section 5.08 of the DepositAgreement, as amended hereby in connection with any and all liability it orthey may incur as a result of the terms of this Amendment and the transactionscontemplated herein.

 

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**IN WITNESS WHEREOF,**the Company and the Depositary have caused this Amendment to be executed byrepresentatives thereunto duly authorized as of the date set forth above.

 
|   | Corimon C.A.         |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By                   |   |   |
|   | Name:                |
|   | Title:               |
|   |                 |
|   |                 |
|   | By                   |   |   |
|   | Name:                |
|   | Title:               |
|   |                 |
|   |                 |
|   | JPMorgan  Chase Bank |
|   |                 |
|   |                 |
|   | By                   |   |   |
|   | Name:                |
|   | Title:               |

 

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EXHIBIT A

 

[FORMOF FACE OF RECEIPT]

 
|   | No. of American  Depositary Shares                                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                               |
|   |                                                     |
|   | Each representing  500 Shares                                                                                                                                                                                                                                                                                      |

 

AMERICANDEPOSITARY RECEIPT

 

evidencing

 

AMERICANDEPOSITARY SHARES

 

representing

 

fullypaid Common Shares

 

of

 

CORIMON,C.A.

 

(Incorporatedunder the

lawsof Venezuela)

 

No.                                

 

JPMORGAN CHASE BANK, incorporated under thelaws of the State of New York, as depositary (the “Depositary”), herebycertifies that                      is the owner of            American Depositary Shares, representing deposited fully paid Common Shares,nominal value Bs. 10.00 per share, including rights to receive such fully paidCommon Shares (“Shares”), of Corimon, C.A., a corporation organized under thelaws of Venezuela (the “Company”). At the date hereof, each American DepositaryShare represents 500 Shares deposited under the Deposit Agreement (hereinafterdefined) at the Caracas office of Banco Venezolano de Credito, S.A., asCustodian (the “Custodian”). Capitalized terms used herein that are not defined herein shall have themeanings assigned to them in the Deposit Agreement.

 

(1)           The Deposit Agreement.  This American Depositary Receipt is one ofthe receipts (the “Receipts”) executed and delivered pursuant to the Amendedand Restated Deposit Agreement dated as of July 6, 2000 to the DepositAgreement dated as of November 14, 1991, amended and restated as ofMarch 15, 1993 as thereafter amended (as amended from time to time, the“Deposit Agreement”) by and among the Company, the Depositary and allregistered holders (“Holders”) from time to time of Receipts, each of whom byaccepting a Receipt becomes a party thereto, bound by all applicable terms andprovisions thereof and hereof.  TheDeposit Agreement sets forth the rights of Holders and the rights

 

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and duties of the Depositary inrespect of the Shares deposited thereunder and any and all other securities,property and cash from time to time received in respect of such Shares and heldthereunder (such Shares, securities, property and cash, collectively, the“Deposited Securities”).  Copies of theDeposit Agreement and of the Company’s provisions of or governing DepositedSecurities are on file at the Depositary’s Office, the office of the Custodianand at any other designated transfer office. The statements made on the face and the reverse of this Receipt aresummaries of certain provisions of the Deposit Agreement and are qualified byand subject to the detailed provisions thereof.  The Depositary makes no representation or warranty as to thevalidity or worth of the Deposited Securities.

 

(2)           Withdrawal of Deposited Securities.  Upon surrender of this Receipt and paymentof the fee of the Depositary provided for in paragraph (8) of this Receipt atthe Depositary’s Office or at such other offices as it may designate, subjectto the Deposit Agreement and the provisions of or governing the DepositedSecurities, the Holder hereof is entitled to the delivery without unreasonabledelay at the principal executive office of the Custodian in Caracas, Venezuela,to such Holder or upon such Holder’s order of the Deposited Securities at thetime represented by the American Depositary Shares evidenced by thisReceipt.  At the request, risk andexpense of the Holder hereof, the Depositary may deliver such DepositedSecurities at the Depositary’s Office or at such other place as may have beenrequested by the Holder. Delivery of Deposited Securities may be made by thedelivery of certificates to the extent such Deposited Securities may berepresented by certificates.  Neitherthe Depositary nor the Custodian shall deliver Deposited Securities to anyperson except pursuant to this paragraph (2) or paragraphs (12), (15), (17),(19), (20) or (21).  Notwithstanding anyother provision of the Deposit Agreement or this Receipt, the Depositary mayrestrict the withdrawal of Deposited Securities only for the reasons set forthin General Instruction I.A.(1) of Form F-6 (as such instructions may be amendedfrom time to time) under the Securities Act of 1933.

 

(3)           Transfers, Split-ups andCombinations.  Subject to paragraph(4), this Receipt is transferable on the Receipt register maintained by theDepositary by the Holder hereof in person or by duly authorized attorney, uponsurrender of this Receipt at any designated transfer office properly endorsedor accompanied by proper instruments of transfer and duly stamped as may berequired by applicable law; provided that the Depositary may close theReceipt register at any time or from time to time when deemed expedient by itin connection with the performance of its duties under the Deposit Agreement orat the request of the Company.  ThisReceipt may be split into other Receipts or may be combined with other Receiptsinto one Receipt, evidencing the same aggregate number of American DepositaryShares as those evidenced by the Receipt or Receipts surrendered.

 

(4)           Certain Limitations.  Prior to the execution and delivery,registration, registration of transfer, split-up or combination of any Receipt,the delivery of any distribution in respect thereof, or, subject to the lastsentence of paragraph (2), the withdrawal of any Deposited Securities, theDepositary, the Company or the Custodian may require:  (a) payment of (i) any stock transfer or other tax or othergovernmental charge with respect thereto, (ii) any stock transfer or registrationfees in effect for the registration of transfers of Shares or other Deposited

 

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Securities upon any applicableregister and (iii) any applicable charges as provided in paragraph (8) of thisReceipt; (b) the production of proof satisfactory to it of the identity andgenuineness of any signature and of such other information (including withoutlimitation information as to citizenship, residence, exchange control approval,or legal or beneficial ownership of any securities) as it may deem necessary orproper or as the Company may require; and (c) compliance with such regulations,if any, as the Depositary and the Company may establish consistent with theDeposit Agreement.  The delivery ofReceipts against deposits of Shares may be suspended, deposits of Shares may berefused, or the registration of transfer of Receipts, their split-up orcombination or, subject to the last sentence of paragraph (2), the withdrawalof Deposited Securities may be suspended, generally or in particular instances,when the Receipt register or any register for Shares or other DepositedSecurities is closed or when any such action is deemed necessary or advisableby the Depositary or the Company.  TheDepositary may issue Receipts against rights to receive Shares from theCompany, or any registrar, transfer agent, clearing agency or other entityrecording Share ownership or transactions. The Depositary will not issue Receipts against other rights to receiveShares unless (x) such Receipts are fully collateralized (marked to marketdaily) with cash or U.S. government securities until such Shares are deposited,(y) the applicant for such Receipts represents in writing that it owns suchShares and will deliver them upon the Depositary’s request (no evidence ofownership is required or time of delivery specified) and (z) all such Receiptsrepresent not more than 20% of Shares actually deposited.  Such collateral, but not the earningsthereon, will be held for the benefit of the Holders. The Depositary may retainfor its own account any compensation for the issuance of Receipts against suchother rights to receive Shares, including without limitation earnings on thecollateral securing such rights.  TheDepositary will execute and deliver Receipts only in accordance withSection 2.03 of the Deposit Agreement and paragraphs (3), (4), (12) and(15).  The Depositary will not knowinglyaccept for deposit under the Deposit Agreement any Shares required to beregistered under the Securities Act of 1933 and not so registered; theDepositary may refuse to accept for such deposit any Shares identified by theCompany in order to facilitate the Company’s compliance with securities laws inthe United States.

 

(5)           Liability of Holder for Taxes.  If any tax or other governmental charge,including interest and penalties thereon, shall become payable by or on behalfof the Custodian or the Depositary with respect to this Receipt or anyDeposited Securities represented by the American Depositary Shares evidenced bythis Receipt, such tax or other governmental charge shall be payable by theHolder hereof, who shall pay the amount thereof to the Depositary.  The Depositary may refuse to effect anyregistration of transfer of this Receipt or any split-up or combination hereofor any withdrawal of such Deposited Securities until such payment is made, andmay withhold or deduct from any distributions on such Deposited Securities, ormay sell for the account of the Holder hereof any part or all of such DepositedSecurities (after attempting by reasonable means to notify the Holder hereofprior to such sale), and may apply such cash or the proceeds of any such salein payment of such tax or other governmental charge, the Holder hereofremaining liable for any deficiency.

 

(6)           Warranties by Depositor.  Every person depositing

 

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Shares under the Deposit Agreementshall be deemed thereby to represent and warrant that such Shares and eachcertificate therefor are validly issued and outstanding, fully paid,nonassessable and free of preemptive rights, that the person making suchdeposit is duly authorized so to do and that such Shares are not “restrictedsecurities” under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Sharesand issuance of Receipts.

 

(7)           Disclosure of Interests.  The Company may from time to time requestHolders to provide information as to the capacity in which such Holders own orowned Receipts and regarding the identity of any other persons then orpreviously interested in such Receipts and the nature of such interest andvarious other matters. Each Holder agrees to provide any information requestedby the Company or the Depositary pursuant to this Section.  The Depositary agrees to use reasonableefforts to comply with written instructions received from the Companyrequesting that the Depositary forward any such requests to the Holders and toforward to the Company any such responses to such requests received by theDepositary.  To the extent thatprovisions of any Venezuelan law or the Estatutos of the Company or theprovisions of or governing any Deposited Securities may provide for blockingtransfer and voting or other rights to enforce such disclosure or limit suchownership, the Depositary has agreed to use its reasonable efforts to complywith Company instructions as to Receipts in respect of any such enforcement orlimitation.

 

(8)           Charges of Depositary.  The Depositary will charge each person to whomReceipts are delivered against deposits of Shares, and each person surrenderingReceipts for withdrawal of Deposited Securities, U.S. $5.00 for each 100American Depositary Shares (or portion thereof) evidenced by the Receiptsdelivered or surrendered.  The Companywill pay all other charges and expenses of the Depositary and those of anyReceipt registrar, co-transfer agent and co-registrar and any other agent ofthe Depositary (except the Custodian), except (i) stock transfer or other taxesand other governmental charges (which are payable by Holders or personsdepositing Shares), (ii) cable, telex, facsimile transmission and deliverycharges incurred at the request of persons depositing Shares or Holdersdelivering Shares, Receipts or Deposited Securities (which are payable by suchpersons or Holders), (iii) transfer or registration fees for the registrationof transfers of deposited Shares and other Deposited Securities on anyapplicable register in the name of the Custodian or its nominee in connectionwith the deposit of Shares or in the name of such person as a Holder may directin connection with any withdrawal of Deposited Securities (which are payable bypersons depositing Shares or Holders withdrawing Deposited Securities; thereare no such fees payable by such persons or Holders in respect of the Shares asof the date of the Deposit Agreement), and (iv) expenses of the Depositary inconnection with the conversion of foreign currency into U.S. dollars (which arepaid out of such foreign currency).  Theprovisions in respect of these charges may be changed in the manner indicatedin paragraph (20).

 

(9)           Title to Receipts.  Title to this Receipt (and to the DepositedSecurities represented by the American Depositary Shares evidenced hereby),when properly endorsed or accompanied by proper instruments of transfer, istransferable by delivery with the same effect as in the case of a negotiableinstrument; provided that the Depositary, notwithstanding any notice tothe contrary, may treat the person in whose name this Receipt is registered on

 

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the register maintained by theDepositary as the absolute owner hereof for the purpose of determining theperson entitled to any distribution or notice and for all other purposes.

 

(10)         Validity of Receipt.  This Receipt shall not be entitled to anybenefits under the Deposit Agreement or be valid or obligatory for any purposeunless executed by the Depositary by the manual or facsimile signature of aduly authorized officer of the Depositary.

 

(11)         Available Information.  The Company is subject to the periodicreporting requirements under the Securities Exchange Act of 1934 and  accordingly files certain reports with theSecurities and Exchange Commission. Such reports and other information may be inspected and copied at thepublic reference facilities maintained by the Commission located at the date ofthe Deposit Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington,D.C. 20549.

 

Dated:

 
|   | JPMORGAN  CHASE BANK, as Depositary |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By                                  |   |   |
|   |                                | Authorized  Officer |   |

 

 

Theaddress of the Depositary’s Office is 60 Wall Street, New York, New York 10260.

 

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[FORMOF REVERSE OF RECEIPT]

 

SUMMARYOF CERTAIN ADDITIONAL PROVISIONS

OFTHE DEPOSIT AGREEMENT

 

(12)         Distributions Upon DepositedSecurities.  Whenever the Depositaryor the Custodian shall receive any cash dividend or other cash distributionupon any Deposited Securities, the Depositary shall, subject to the DepositAgreement, distribute the amount thus received, by checks drawn on a bank inthe United States, to the Holders on the record date set by the Depositarytherefor of Receipts evidencing American Depositary Shares representing suchDeposited Securities, in proportion to the number of American Depositary Sharesrepresenting such Deposited Securities held by each of them respectively; providedthat the Depositary shall make appropriate adjustments in the amounts sodistributed in respect of (a) any of the Deposited Securities being notentitled, by reason of its date of issuance or otherwise, to receive all or anyportion of such distribution or (b) any amounts (i) required to be withheld bythe Company, the Custodian or the Depositary on account of taxes or (ii)charged by the Depositary in connection with the conversion of foreign currencyinto U.S. dollars.  Cash distributionsand cash proceeds from sales of non-cash distributions in foreign currency willbe converted by sale or such other manner as the Depositary may determine intoU.S. dollars (net of the Depositary’s charges and expenses in effecting suchconversion) before distribution to Holders. If in the judgment of the Depositary amounts received in foreigncurrency may not be converted on a reasonable basis into U.S. dollarstransferable to the United States, or may not be so convertible for all of theHolders entitled thereto, the Depositary may in its discretion make suchconversion and distribution in U.S. dollars to the extent reasonable andpermissible to the Holders entitled thereto and may distribute the balance inforeign currency to the Holders entitled thereto or hold such balance or allsuch foreign currency for the Holders entitled thereto (without liability forinterest thereon).  If any distributionupon any Deposited Securities consists of a dividend in, or free distributionof, Shares, the Depositary may or shall, if the Company shall so request,subject to the Deposit Agreement, distribute to the Holders on a record dateset by the Depositary therefor of Receipts evidencing American DepositaryShares representing such Deposited Securities, in proportion to the number ofAmerican Depositary Shares representing such Deposited Securities held by eachof them respectively, additional Receipts for an aggregate number of DepositaryShares representing the number of Shares received as such dividend or freedistribution.  In lieu of deliveringReceipts for fractional American Depositary Shares in the case of any suchdistribution, the Depositary shall sell at public or private sale, at suchplace or places and upon such terms as it may deem proper, the number of Sharesrepresented by the aggregate of such fractions and distribute the net proceedsto the Holders entitled thereto as in the case of a distribution received incash.  If additional Receipts are not sodistributed, each American Depositary Share shall thenceforth also representits proportionate interest in the additional Shares so distributed upon suchDeposited Securities. If the Company shall offer or cause to be offered to theholders of any Deposited Securities any rights to subscribe for additionalShares or any rights of any nature, the Depositary shall have discretion as towhether and how such rights are to be made available to the Holders; providedthat the Depositary will, if requested by the Company, either (y) make suchrights available to

 

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Holders by means of warrants orotherwise, if lawful and feasible, or (z) if making such rights available isnot lawful or not feasible, or if such rights or warrants are not exercised andappear to be about to lapse, sell such rights or warrants at public or privatesale, at such place or places and upon such terms as the Depositary may deemproper, and allocate the proceeds of such sales for account of the Holdersotherwise entitled thereto upon an averaged or other practicable basis withoutregard to any distinctions among such Holders because of exchange restrictions,or the date of delivery of any Receipt or Receipts, or otherwise, anddistribute the net proceeds so allocated to the Holders entitled thereto as inthe case of a distribution received in cash. The Depositary will distribute toHolders on the record date set by it therefor any distribution on DepositedSecurities other than cash, Shares or rights in any manner that the Depositarydeems equitable and practicable; provided if in the opinion of theDepositary any distribution other than cash, Shares or rights upon any DepositedSecurities cannot be made proportionately among the Holders entitled thereto,or if for any other reason the Depositary deems such distribution not to befeasible, the Depositary may adopt such method as it may deem equitable for thepurpose of effecting such distribution, including the sale (at public orprivate sale) of the securities or property thus received, or any part thereof,and the net proceeds of any such sale will be distributed by the Depositary tothe Holders entitled thereto as in the case of a distribution received in cash.The Depositary need not distribute securities, Receipts or rights unless theCompany furnishes certain evidence or opinions in respect of United Statessecurities laws (which the Company has no obligation to do).

 

(13)         Record Dates.  Whenever any distribution is being made uponany Deposited Securities or any meeting of holders of Shares or other DepositedSecurities is being held or whenever the Depositary shall find it necessary orconvenient in connection with the giving of any notice, solicitation of anyconsent or any other matter, the Depositary will, after consultation with theCompany, if practicable, fix a record date for the determination of the Holderswho shall be entitled to receive such distribution or the net proceeds of thesale thereof, to give instructions for the exercise of voting rights at anysuch meeting, to receive such notice or solicitation or act in respect of suchother matter, subject to the provisions of the Deposit Agreement.

 

(14)         Voting of Deposited Securities.  As soon as practicable after receipt ofnotice of any meeting or solicitation of consents or proxies of holders ofShares or other Deposited Securities, the Depositary shall mail to Holders anotice containing (a) such information as is contained in such notice and inthe solicitation materials, if any, (b) a statement that each Holder at theclose of business on a specified record date will be entitled, subject to anyapplicable provisions of Venezuelan law and the Estatutos of the Company andthe provisions of or governing Deposited Securities, to instruct the Depositaryas to the exercise of the voting rights, if any, pertaining to the DepositedSecurities represented by the American Depositary Shares evidenced by suchHolders’ Receipts and (c) a statement as to the manner in which suchinstructions may be given, including an express indication that instructionsmay be given (or be deemed given in accordance with the last sentence of thisparagraph if no instruction is received) to the Depositary to give adiscretionary proxy to a person designated by the Company.  Upon the written request of a Holder on suchrecord date, received on or before the date established by the Depositary forsuch purpose, the Depositary shall endeavor insofar as practicable andpermitted under any

 

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applicableprovisions of Venezuelan law and the Estatutos of the Company and theprovisions of or governing Deposited Securities to vote or cause to be voted(or to grant a discretionary proxy to a person designated by the Company tovote) the Deposited Securities represented by the American Depositary Sharesevidenced by such Holder’s Receipts in accordance with any instructions setforth in such request.  The Depositarywill not itself exercise any voting discretion over any DepositedSecurities.  If no instructions arereceived by the Depositary from any Holder with respect to any of the DepositedSecurities represented by the American Depositary Shares evidenced by suchHolder’s Receipts on or before the date established by the Depositary for suchpurpose, to the extent permitted under applicable law, the Depositary will deemsuch Holder to have instructed the Depositary to give a discretionary proxy to aperson designated by the Company with respect to such Deposited Securities andthe Depositary will give a discretionary proxy to a person designated by theCompany to vote such Deposited Securities, provided that no such no suchdiscretionary proxy shall be given with respect to any matter as to which theCompany notifies the Depositary in writing at the time notice of any meeting orsolicitation of consents or proxies is received by the Custodian (and theCompany agrees to provide such notification that (x) the Company does not wishsuch proxy given, (y) substantial opposition exists or (z) it materiallyaffects the rights of holders of Shares.

 

(15)         Changes Affecting DepositedSecurities.  Upon any change in parvalue, split-up, consolidation, cancellation or any other reclassification ofDeposited Securities, or upon any recapitalization, reorganization, merger orconsolidation or sale of assets affecting the Company or to which it is aparty, any securities that shall be received by the Depositary in exchange for,or in conversion, replacement or otherwise in respect of, Deposited Securitiesshall be treated as Deposited Securities under the Deposit Agreement; and, theDepositary may with the Company’s approval, and shall if the Company shall sorequest, execute and deliver additional Receipts in respect of such securitiesas in the case of a dividend of Shares or call for the surrender of outstandingReceipts to be exchanged for new Receipts, reflecting such securities, and tothe extent that such additional or new Receipts are not delivered this Receiptshall thenceforth evidence American Depositary Shares representing the right toreceive the Deposited Securities including the securities so received.

 

(16)         Reports; Inspection of Register.  The Depositary will make available forinspection by Holders at the Depositary’s Office, at the office of theCustodian and at any other designated transfer offices (and shall be reimbursedby the Company for the actual cost of any expenses incurred) any reports and communicationsreceived from the Company which are both (a) received by the Depositary, theCustodian or the nominee of either as the holder of the Deposited Securitiesand (b) made generally available to the holders of Deposited Securities by theCompany. The Depositary will also mail or make available to Holders copies ofsuch reports when furnished by the Company as provided in the DepositAgreement.  The Depositary will keep, atits transfer office in the Borough of Manhattan, The City of New York, a registerfor the registration of Receipts and their transfer that at all reasonabletimes will be open for inspection by the Holders and the Company; providedthat such inspection shall not be for the purpose of communicating with Holdersin the interest of a business or object other than the business of the Companyor a matter related to the Deposit Agreement, or the Receipts.

 

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(17)         Withholding.  In connection with any distribution toHolders, the Company will remit to the appropriate governmental authority oragency in Venezuela all amounts (if any) required to be withheld by the Companyand owing to such authority or agency by the Company; and the Depositary andthe Custodian will remit to the appropriate governmental authority or agencyall amounts (if any) required to be withheld by the Company and owing to suchauthority or agency by the Depositary or the Custodian.  If the Depositary determines that any distributionin property other than cash (including Shares or rights) on DepositedSecurities is subject to any tax that the Depositary or the Custodian isobligated to withhold, the Depositary may dispose of all or a portion of suchproperty in such amounts and in such manner as the Depositary deems necessaryand practicable to pay such taxes, by public or private sale, and theDepositary shall distribute the net proceeds of any such sale or the balance ofany such property after deduction of such taxes to the Holders entitledthereto.  The Depositary shall usereasonable efforts to make and maintain arrangements enabling Holders who arecitizens or residents of the United States to receive any tax credits or otherbenefits (pursuant to treaty as otherwise) relating to dividend payments inrespect of the American Depositary Shares.

 

(18)         Liability of the Company and theDepositary. Neither the Depositary, its agents nor the Company shall incurany liability to any Holder or other person, if, by reason of any present orfuture law or regulation of the United States, Venezuela or any other country,or of any governmental or regulatory authority or securities exchange,including without limitation the National Association of Securities Dealers,Inc., the Bolsa de Valores de Maracaibo and the Bolsa de Valores de Caracas, orby reason of the provisions of or governing any Deposited Security, act of God,war or other circumstance beyond its control, the Depositary, its agents or theCompany shall be prevented or forbidden from, or subjected to any civil or criminalpenalty on account of, or delayed in, doing or performing any act or thingwhich by the terms of the Deposit Agreement it is provided shall be done orperformed.  Each of the Company, theDepositary and its agents assumes no obligation and shall be subject to noliability under the Deposit Agreement or this Receipt to Holders or otherpersons, except to perform such obligations as are specifically set forth andundertaken by it to perform in the Deposit Agreement without gross negligenceor bad faith.  Neither the Depositary,its agents nor the Company will be (a) under any obligation to appear in,prosecute or defend any action, suit or other proceeding in respect of anyDeposited Securities or this Receipt that in its opinion may involve it inexpense or liability, unless indemnity satisfactory to it against all expenseand liability be furnished as often as may be required or (b) liable for anyaction or inaction by it in reliance upon the advice of or information fromlegal counsel, accountants, any person presenting Shares for deposit, anyHolder, or any other person believed by it to be competent to give such adviceor information.  The Depositary, itsagents and the Company may rely and shall be protected in acting upon anywritten notice, request, direction or other document believed by them to begenuine and to have been signed or presented by the proper party orparties.  The Depositary and its agentswill not be responsible for any failure to carry out any instructions to voteany of the Deposited Securities, for the manner in which any such vote is castor for the effect of any such vote, provided that any such action or nonactionis undertaken in good faith.  TheDepositary and its agents may own and deal in any class of securities of theCompany and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, any

 

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Receipt registrar, co-transfer agent,co-registrar or other agent of the Depositary appointed under the DepositAgreement (the “indemnified persons”) against any loss, liability or expense(including reasonable fees and expenses of counsel) that may arise (a) out ofacts performed or omitted in connection with the Deposit Agreement and the Receipts,(i) by any indemnified person, except to the extent that any such loss,liability or expense is due to the negligence or bad faith of such indemnifiedperson, or (ii) by the Company or any of its agents or (b) out of or inconnection with any offer or sale of Receipts, American Depositary Shares,Shares or any other Deposited Securities or any registration statement underthe Securities Act of 1933 in respect thereof, except to the extent such loss,liability or expense arises out of information (or omissions from suchinformation) relating to such indemnified person, furnished in writing to theCompany by such indemnified person expressly for use in a registrationstatement under the Securities Act of 1933, prospectus or preliminaryprospectus (or substantially equivalent document) relating to the Sharesevidenced by the American Depositary Shares. Each indemnified person shall indemnify, defend and save harmless theCompany, its directors, employees, agents and affiliates against any loss,liability or expense incurred by the Company in connection with the DepositAgreement and the Receipts due to the negligence or bad faith of suchindemnified person.

 

(19)         Resignation and Removal ofDepositary; the Custodian.  TheDepositary may at any time resign as Depositary under the Deposit Agreement bywritten notice of its election so to do delivered to the Company or be removedby the Company by written notice of such removal delivered to the Depositary,such resignation or removal to take effect upon the appointment of andacceptance by a successor depositary as provided in the Deposit Agreement.  The Depositary may, upon written request orwritten approval of the Company, at any time appoint substitute or additionalCustodians and the term “Custodian” refers to each Custodian or allCustodians as the context requires.

 

(20)         Amendment of Deposit Agreement andReceipts.  The Receipts and theDeposit Agreement may be amended by agreement between the Company and theDepositary.  Any amendment that shallimpose or increase any fees or charges (other than the fees and charges listedin clauses (i) through (iv) of paragraph (8)) or that shall otherwise prejudiceany substantial existing right of Holders, shall not, however, become effectiveas to outstanding Receipts until the expiration of 30 days after notice of suchamendment shall have been given to the Holders.  Every Holder at the expiration of such 30 days shall be deemed byholding such Receipt to consent and agree to such amendment and to be bound bythe Deposit Agreement or the Receipt as amended thereby.  In no event shall any amendment impair theright of the Holder hereof to surrender this Receipt and receive therefor theDeposited Securities represented hereby, except in order to comply withmandatory provisions of applicable law.

 

(21)         Termination of Deposit Agreement.  The Depositary will at any time at thedirection of the Company terminate the Deposit Agreement by mailing notice ofsuch termination to the Holders at least 30 days prior to the date fixed insuch notice for such termination. The Depositary may terminate the DepositAgreement, upon the notice set forth in the preceding sentence, at any timeafter 90 days after the Depositary shall have resigned, provided that nosuccessor depositary shall within such 90 days have been appointed and acceptedits appointment within such 90 days. After the date so fixed for termination, to the Depositary

 

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will perform no further acts underthe Deposit Agreement, except to advise Holders of such termination, receiveand hold distributions on Deposited Securities (or sell property or rights orconvert Deposited Securities into cash) and to deliver Deposited Securitiesbeing withdrawn.  As soon as practicableafter the expiration of six months from the date so fixed for termination, theDepositary shall sell the Deposited Securities and shall thereafter (as long asit may lawfully do so) hold in a segregated account the net proceeds of anysuch sale, together with any other cash then held by it under the DepositAgreement, without liability for interest, in trust for the proratabenefit of the Holders of Receipts not theretofore surrendered.  The obligation of the Depositary underparagraph (18) shall survive the termination of this Deposit Agreement.

 

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