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DRAFT

January 6, 2004



AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENT




     AMENDMENT No. 1 (this “Amendment”), dated as of January    , 2004, to the
Fiscal Agency Agreement, dated as of August 6, 1998, among the Bolivarian
Republic of Venezuela (the “Issuer” or “Republic”), Banco Central de Venezuela,
as official financial agent of the Republic (“Banco Central”), and JP Morgan
Chase Bank (formerly known as The Chase Manhattan Bank), as fiscal agent (the
“Fiscal Agency Agreement”).



W I T N E S S E T H:












     WHEREAS, the parties hereto have previously entered into the Fiscal Agency
Agreement;



     WHEREAS, the Republic wishes to provide for the issuance of additional
Series of Securities under (and as defined in) the Fiscal Agency Agreement,
which Securities may contain new provisions relating to amendments and waivers
and certain other changes, all as more fully described herein;



     WHEREAS, Section 11(b) of the Fiscal Agency Agreement provides, among
other things, that the Republic and the Fiscal Agent may, upon agreement
between themselves, without the vote or consent of any holder of the Securities
of any Series, amend the Fiscal Agency Agreement or the Securities of such
Series for certain specified purposes, including amending the Fiscal Agency
Agreement or the Securities of such Series in any manner that the Republic and
the Fiscal Agent may determine and that shall not adversely affect the interest
of any holder of the Securities of such Series in any material respect; and



     WHEREAS, the Republic has requested and the Fiscal Agent has agreed,
consistent with such Section 11(b), to amend the Fiscal Agency Agreement;



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



     1. Scope
of Amendment. The provisions of this Amendment shall apply only
to any Securities of any Series issued in the future under the Fiscal Agency
Agreement that are in their terms stated to be “Collective Action Securities”
under the Fiscal Agency Agreement, as amended by this Amendment and as further
amended, modified or supplemented from time to time in accordance with the
terms thereof, and shall not modify or otherwise affect the terms and
conditions of any currently outstanding Securities under the Fiscal Agency
Agreement or any other Securities that are not so stated to be “Collective
Action Securities” under the Fiscal Agency Agreement, as amended by this
Amendment and as further amended, modified or supplemented from time to time in
accordance with the terms thereof.



 







 





     2. Amendment
to Section 1(c) of the Fiscal Agency Agreement. A new final
paragraph is added to Section 1(c) of the Fiscal Agency Agreement, which
paragraph shall read as follows:




     To the extent that any Series of Securities issued hereunder is
designated by the Republic in the terms and conditions of such Securities
as Collective Action Securities, the terms and conditions of the
Securities of such Series shall reflect, mutatis mutandis, the terms set
forth in Section 11(e) hereof.



     3. Addition of Section 11(e) of the Fiscal Agency Agreement. A new
Section 11(e) is added to the Fiscal Agency Agreement, to read in full as
follows:




     (e) Collective Action Securities. Notwithstanding, and in lieu of,
Sections 11(b), 11(c) and 11(d) hereof, the following provisions shall
apply to Collective Action Securities (as defined below):




(i) A meeting of holders of Securities of a Series may be called
at any time and from time to time to make, give or take any
request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement, the Banco Central
Undertaking relating to the Securities of such Series or the
Securities of such Series to be made, given or taken by holders of
Securities of such Series or to modify, amend or supplement the
terms of the Securities of such Series, the Banco Central
Undertaking relating to the Securities of such Series or this
Agreement as hereinafter provided. The Issuer may at any time call
a meeting of holders of Securities of any Series for any such
purpose to be held at such time and at such place as the Issuer
shall determine. Notice of every meeting of holders of Securities
of any Series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at
such meeting, shall be given as provided in the terms of the
Securities of such Series, not less than 30 nor more than 60 days
prior to the date fixed for the meeting (provided that, in the
case of any meeting to be reconvened after adjournment for lack of
a quorum, such notice shall be so given not less than 10 nor more
than 60 days prior to the date fixed for such meeting). In case at
any time the Issuer or the holders of at least 10% in aggregate
principal amount of the Outstanding Securities (as defined in
subsection (iv) of this Section 11(e)) of a Series shall, after
the occurrence and during the continuance of any default under the
Securities of such Series, have requested the Fiscal Agent to call
a meeting of the holders of Securities of such Series for any
purpose specified in the first sentence of this Section 11(a), by
written request setting forth in reasonable detail the action
proposed to be taken at such meeting, the Fiscal Agent shall call
such meeting for such purposes by giving notice thereof.



 








 





To be entitled to vote at any meeting of holders of Securities of
any Series, a person shall be a holder of Outstanding Securities
of such Series or a person duly appointed by an instrument in
writing as proxy for such a holder. The persons entitled to vote a
majority in principal amount of the Outstanding Securities of such
Series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of the holders, be
dissolved. In any other case, the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned
meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in the
preceding paragraph of this subsection (i), except that such
notice need be given only once. Notice of reconvening of an
adjourned meeting shall state expressly the percentage of the
principal amount of the Outstanding Securities which shall
constitute a quorum. Subject to the foregoing, at the reconvening
of any meeting adjourned for a lack of a quorum, the persons
entitled to vote 25% in principal amount of the Outstanding
Securities of any Series shall constitute a quorum for the taking
of any action set forth in the notice of the original meeting. Any
meeting of holders of Securities of such Series at which a quorum
is present may be adjourned from time to time by vote of a
majority in principal amount of the Outstanding Securities
represented at the meeting, and the meeting may be held as so
adjourned without further notice.




The Fiscal Agent may make such reasonable and customary
regulations consistent herewith as it shall deem advisable for any
meeting of holders of Securities of such Series with respect to
the proof of the holding of Securities, the adjournment and
chairmanship of such meeting, the appointment of proxies in
respect of holders of Securities of such Series, the record date
for determining the registered holders of Securities of such
Series who are entitled to vote at such meeting (which date shall
be designated by the Fiscal Agent and set forth in the notice
calling such meeting hereinabove referred to and which shall be
not less than 15 nor more than 60 days prior to such meeting
(provided that nothing in this paragraph shall be construed to
render ineffective any action taken by holders of the requisite
principal amount of Outstanding Securities of such Series on the
date such action is taken), the appointment and duties of
inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall
deem appropriate. The Fiscal Agent shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Issuer or the holders of
Securities of such Series as provided above, in



 







 





which case the
Issuer or the holders of Securities of such Series calling the
meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary
of the meeting shall be elected by vote of the persons entitled to
vote a majority in principal amount of the Outstanding Securities
represented and voting at the meeting. The chairman of the meeting
shall have no right to vote, except as holder of Securities of
such Series or proxy. A record, at least in duplicate, of the
proceeding of each meeting of holders shall be prepared, and one
such copy shall be delivered to the Issuer and another to the
Fiscal Agent to be preserved by the Fiscal Agent.




(ii) Approval. (a) At any meeting of holders of the Securities
of any Series duly called and held as specified in subsection (i)
of this Section 11(e), upon the affirmative vote, in person or by
proxy thereunto duly authorized in writing, of the holders of not
less than 66 2/3% in aggregate principal amount of the Securities
of such Series then Outstanding represented at such meeting (or of
such other percentage as may be set forth in the text of the
Securities of such Series with respect to the action being taken),
or (b) with the written consent of the owners of not less than 66
2/3% in aggregate principal amount of the Securities of any Series
then Outstanding (or of such other percentage as may be set forth
in the text of the Securities of such Series with respect to the
action being taken), the Republic and the Fiscal Agent (and, in
the case of the Banco Central Undertaking relating to the
Securities of such Series, with the agreement of Banco Central)
upon agreement between themselves, may modify, amend or supplement
the terms of the Securities of such Series or, insofar as respects
the Securities of such Series, this Agreement or the Banco Central
Undertaking relating to the Securities of such Series, in any way,
and the holders of the Securities of such Series may make, take or
give any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement, the
Banco Central Undertaking relating to the Securities of such
Series or the Securities of such Series to be made, given or taken
by the holders of the Securities of such Series; provided,
however, that no such action may, without the consent or
affirmative vote, in person or by proxy thereunto duly authorized
in writing, of the holders of not less than 85% in aggregate
principal amount of the Securities of such Series then
Outstanding, (A) change the due date for the payment of the
principal of (or premium, if any) or any installment of interest
on any Security of such Series, (B) reduce the principal amount of
any Security of such Series, the portion of such principal amount
that is payable upon acceleration of the maturity of such Note,
the interest rate thereon or the premium payable upon redemption
thereof, (C) change the coin or currency in which or the required
place or places at which payment with respect to interest, premium
or principal in respect of the Securities of such Series is
payable, (D) shorten the period during which the Republic is not
permitted to redeem the Securities of such Series, or



 








 





permit the
Republic to redeem the Securities of such Series if, prior to such
action, the Republic is not permitted to do so, (E) reduce the
proportion of the principal amount of the Securities of such
Series the vote or consent of the holders of which is necessary to
modify, amend or supplement this Agreement, the Banco Central
Undertaking relating to the Securities of such Series or the terms
and conditions of the Securities of such Series or to make, take
or give any request, demand, authorization, direction, notice,
consent, waiver or other action provided hereby or thereby to be
made, taken or given, (F) change the obligation of the Republic to
pay Additional Amounts, if any, pursuant to the Terms and
Conditions of the Securities of such Series, (G) amend the
definition of “Outstanding” as set forth in Section 11(f)(iv)
hereof with respect to the Securities of such Series, (H) change
the governing law provisions of the Securities of such Series, (I)
change the Republic’s appointment of an agent for the service of
process or the Republic’s agreement not to claim and to waive
irrevocably any immunity in respect of any Related Proceeding,
each as set forth in Section 14 hereof and in the Securities of
such Series, (J) except as contemplated in clause (C) of the
immediately following sentence, change the ranking of the
Securities of such Series as set forth in the terms of the
Securities of such Series or (K) in connection with an offer to
acquire all or any portion of the Securities of such Series where
the consideration consists of either cash, new securities to be
issued by the Republic or any of its political subdivisions or
instrumentalities, or any combination of the foregoing, amend any
Event of Default (as defined in the terms of the Securities of
such Series).




     The Republic and the Fiscal Agent (and, in the case of the
Banco Central Undertaking relating to the Securities of such
Series, with the agreement of Banco Central) may, upon agreement
between themselves, without the vote or consent of any holder of
the Securities of any Series, amend this Agreement, the Banco
Central Undertaking relating to the Securities of such Series or
the Securities of such Series for the purpose of (A) adding to the
covenants of the Republic for the benefit of the holders of the
Securities of such Series, (B) surrendering any right or power
conferred upon the Republic, (C) securing the Securities of such
Series pursuant to the requirements of the Securities or
otherwise, (D) curing any ambiguity, or curing, correcting or
supplementing any defective provision hereof, of the Banco Central
Undertaking relating to the Securities of such Series or of the
Securities of such Series or (E) amending this Agreement, the
Banco Central Undertaking relating to the Securities of such
Series or the Securities of such Series in any manner that the
Republic, Banco Central and the Fiscal Agent, as the case may be,
may determine and that shall not adversely affect the interest of
any holder of the Securities of such Series in any material
respect.



 








 





     It shall not be necessary for the vote or consent of the
holders of the Securities of a Series to approve the particular
form of any proposed modification, amendment, supplement, request,
demand, authorization, direction, notice, consent, waiver or other
action, but it shall be sufficient if such vote or consent shall
approve the substance thereof.




     (iii) Binding Nature of Amendments, Notices, Notations, etc. Any
instrument given by or on behalf of any holder of a Security of a
Series in connection with any consent to or vote for any such
modification, amendment, supplement, request, demand,
authorization, direction, notice, consent, waiver or other action
will be irrevocable once given and will be conclusive and binding
on all subsequent holders of such Security or any Security issued
directly or indirectly in exchange or substitution therefor or in
lieu thereof. Any such modification, amendment, supplement,
request, demand, authorization, direction, notice, consent, waiver
or other action will be conclusive and binding on all holders of
Securities of such Series, whether or not they have given such
consent or cast such vote or were present at any meeting, and
whether or not notation of such modification, amendment,
supplement, request, demand, authorization, direction, notice,
consent, waiver or other action is made upon the Securities of
such Series. Notice of any modification or amendment of,
supplement to, or request, demand, authorization, direction,
notice, consent, waiver or other action with respect to the
Securities of a Series or this Agreement (other than for purposes
of curing any ambiguity or of curing, correcting or supplementing
any defective provision hereof or thereof) shall be given to each
holder of Securities affected thereby, in all cases as provided in
the Securities of such Series.




     Securities of a Series authenticated and delivered after the
effectiveness of any such modification, amendment, supplement,
request, demand, authorization, direction, notice, consent, waiver
or other action may bear a notation in the form approved by the
Fiscal Agent and the Republic as to any matter provided for in
such modification, amendment, supplement, request, demand,
authorization, direction, notice, consent, waiver or other action
taken, made or given in accordance with subsection (i) of this
Section 11(e). New Securities of such Series modified to conform,
in the opinion of the Fiscal Agent and the Republic, to any such
modification, amendment, supplement, request, demand,
authorization, direction, notice, consent, waiver or other action
may be prepared by the Republic, authenticated by the Fiscal Agent
(or any authenticating agent appointed pursuant to Section 3
hereof) and delivered in exchange for Outstanding Securities of
such Series.




(iv) “Outstanding” Defined. For purposes of this Agreement and
the Securities, any Security authenticated and delivered pursuant
to this



 







 





Agreement shall, as of any date of determination, be
deemed to be “Outstanding”, except:




	(a)	  	Securities theretofore cancelled by the Fiscal
Agent or delivered to the Fiscal Agent for cancellation;






	(b)	  	Securities that have been called for redemption
in accordance with their terms or that have become due and
payable at maturity or otherwise and with respect to which
monies sufficient to pay the principal thereof (and premium,
if any) and any interest thereon shall have been made
available to the Fiscal Agent; or







	(c)	  	Securities in lieu of or in substitution for
which other Securities shall have been authenticated and
delivered pursuant to this Agreement;






provided that in determining whether the required percentage of
holders of Securities of a Series is present at a meeting of
holders for quorum purposes or has approved any amendment,
modification or change to, or waiver of, the Securities, the Banco
Central Undertaking relating to the Securities of such Series or
the Fiscal Agency Agreement, (i) the principal amount of a
Security which by its terms provides for an amount other than the
stated face amount to be due and payable upon a declaration of
acceleration of the maturity thereof or at a stated maturity (a
“Variable Principal Security”) that shall be deemed to be
Outstanding shall be either (A) the amount of the principal
thereof that would be due and payable as of the date of such
determination upon acceleration of the maturity thereof or (B)
such other amount not in excess of the stated face amount, as may
be specified in such Security, (ii) the principal amount of a
Security denominated in a foreign currency or currencies shall be
the U.S. dollar equivalent, determined on the date of original
issuance of such Security, of the principal amount (or, in the
case of a Variable Principal Security, the U.S. dollar equivalent,
determined on the date of original issuance of such Security, of
the amount determined as provided in (i) above) of such Security,
and (iii) Securities of such Series owned, directly or indirectly,
by Venezuela or any public sector instrumentality of Venezuela
will be disregarded and deemed not to be “Outstanding”, except
that in determining whether the Fiscal Agent shall be protected in
relying upon any amendment, modification, change or waiver, or any
notice from holders, only Securities of such Series that the
Fiscal Agent knows to be so owned shall be so disregarded. As
used in this paragraph, “public sector instrumentality” means
Banco Central, any department, ministry or agency of the federal
government of Venezuela or any corporation, trust, financial
institution or other entity owned or controlled by the federal
government of Venezuela or any of the foregoing, and “control”
means the power, directly or indirectly, through the ownership of
voting securities or



 







 




other ownership interests, to direct the
management of or elect or appoint a majority of the board of
directors or other persons performing similar functions in lieu
of, or in addition to, the board of directors of a corporation,
trust, financial institution or other entity.




(v) Additional Issues of Collective Action Securities. The
Republic may, from time to time, without the consent of the
holders of any Securities of a Series of Collective Action
Securities, create and issue additional Securities having terms
and conditions the same as the existing Securities of such Series,
or the same except for the amount of the first payment of
interest, which additional Securities may be consolidated and form
a single series with the outstanding Securities of such Series;
provided that such additional Securities do not have, for purposes
of U.S. federal income taxation (regardless of whether any holders
of such Securities are subject to the U.S. federal tax laws), a
greater amount of original issue discount than the existing
Securities of such Series have as of the date of the issue of such
additional Securities.




(vi) “Collective Action Securities” Defined. For purposes
hereof, “Collective Action Securities” shall mean any Securities
of any Series issued under this Agreement that are in their terms
stated to be “Collective Action Securities” under this Agreement.



     4. Savings Clause. In all other respects, the Fiscal Agency Agreement
shall remain in full force and effect. All references in any other agreement
or document to the Fiscal Agency Agreement shall, on and after the date hereof,
be deemed to refer to the Fiscal Agency Agreement as amended hereby.



     5. Counterparts. This Amendment may be executed in one or more
counterparts, and by each party separately on a separate counterpart, and each
such counterpart when executed and delivered shall be deemed to be an original.
Such counterparts shall together constitute one and the same agreement.



     6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS EXCEPT THAT ALL MATTERS GOVERNING AUTHORIZATION AND
EXECUTION OF THIS AGREEMENT BY THE ISSUER SHALL BE GOVERNED BY THE LAWS OF THE
REPUBLIC.



     7. Effectiveness. This Amendment shall become effective as of the date
hereof upon execution by the parties hereto.



 








 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


	 	 	 	 	 
	 	BOLIVARIAN REPUBLIC OF VENEZUELA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BANCO CENTRAL DE VENEZUELA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JP MORGAN CHASE BANK,

as Fiscal Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: