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BANCO CENTRAL DE VENEZUELA UNDERTAKING

dated as of January [l], 2004




	 	 	 
	To:
	 	JPMorgan Chase Bank, as Fiscal Agent under the Fiscal Agency Agreement

referred to below







Ladies and Gentlemen:




     The Bolivarian Republic of Venezuela
(the “Republic”) plans to issue and sell US$[l]
aggregate principal amount of its [l]% Global Bonds
due 20[l] (the
"Securities”). The Securities will be sold pursuant to an Underwriting
Agreement dated January [l], 2004 between the Republic
and the Underwriter
named therein with respect to the Securities (the “Underwriting Agreement”)
subject to the terms and conditions of the Underwriting Agreement. The
Securities are to be issued pursuant to the Fiscal Agency Agreement dated as of
August 6, 1998 (as amended and in effect from time to time, the “Fiscal Agency
Agreement”) among the Republic, Banco Central de Venezuela (“Banco Central”),
as financial agent of the Republic and JPMorgan Chase Bank. For this issuance
of Securities, JPMorgan Chase Bank shall serve as fiscal agent and principal
paying agent (in such capacity the “Fiscal Agent”). As used in this letter
agreement (the “Banco Central Undertaking”), except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used
herein shall have the meanings ascribed to them in the Fiscal Agency Agreement.



     In consideration of the Underwriter accepting the terms hereof and
entering into the Underwriting Agreement with the Republic and the Fiscal Agent
accepting the terms hereof and entering into the Fiscal Agency Agreement with
the Republic and Banco Central, acting in this issuance as the financial agent
of the National Government of the Republic in accordance with the Ley del Banco
Central de Venezuela (the Law of the Central Bank) dated October 17, 2002, as
published in the Extraordinary Official Gazette of the Republic No. 5,606 of
October 18, 2002, as amended and in effect from time to time (the “Central Bank
Law”), Banco Central hereby agrees with each of the Fiscal Agent and the
holders from time to time of the Securities (including the Underwriter) as
follows:



     Section 1. Acknowledgement of Agreements and Agreement to Comply with
Instructions of the Republic to Banco Central. Banco Central acknowledges
receipt of a copy of the Fiscal Agency Agreement and the Underwriting Agreement
(including all of the Exhibits to each such Agreement) and that it has taken
due note of the instructions set forth in Clause 4(d) of the Fiscal Agency
Agreement and that the Republic will deposit with Banco Central certain Bolivar
amounts and deliver to Banco Central certain authorizations pursuant to the
terms of that Clause. Banco Central agrees to comply with such instructions,
subject to the conditions contained in subclauses (i) and (ii) of Section 2(a)
below.



 






 



     Section 2. Undertaking.



     (a) Remittance of Foreign Exchange. Banco Central irrevocably agrees,
subject to the conditions set forth in clauses (i) and (ii) below, to remit, no
later than 10:00 a.m. (New York City time) on the business day in New York
prior to each date on which a payment of principal, interest (including any
Additional Amounts) or other amount payable by the Republic becomes due, such
currency or currencies in the amount of each payment of principal, interest
(including any Additional Amounts), or other amount required to be paid by the
Republic to the Fiscal Agent or any Paying Agent under the Fiscal Agency
Agreement or to any holder of a Security from time to time (collectively, being
herein called the “Securityholders”), for the benefit of such persons, in the
currency in which such amount is required to be paid by the Republic, at the
time and at the places required by, and otherwise as provided in, the Fiscal
Agency Agreement for payments by the Republic, to which end Banco Central will
make conversions into such currency of the Bolivars referred to in clause (i)
below for the account of the Republic, provided that Banco Central shall not be
obligated to remit any such amounts in such currency to any of the aforesaid
persons in respect of any such payment required to be made by the Republic if:


     (i) The Republic shall not, with respect to such payment, have
deposited in the Republic’s special account for debt service at Banco
Central, prior to the date such payment is required to be made (the
“Transfer Date”), the funds in Bolivars that are necessary to acquire the
foreign exchange required for such payment (at the exchange rate
prevailing for such type of payment on the Transfer Date), and the
Republic shall not have delivered to Banco Central the corresponding
authorizations provided for in Clause 4(d) of the Fiscal Agency
Agreement; or


     (ii) On any day in any fiscal year of the Republic, and to the
extent that such remittance would constitute a breach of Banco Central’s
obligation under Article 113 of the Central Bank Law as in effect on
October 18, 2002, to provide any currency other than Bolivars (“Foreign
Currency”) to Petróleos de Venezuela, S.A.
(“PDVSA”) to meet its Foreign
Currency needs in accordance with the foreign exchange budget approved by
PDVSA’s Shareholders’ Assembly as provided in Article 113 of the Central
Bank Law.



     (b) No Set-off; Etc. Subject to the conditions contained in clauses (i)
and (ii) of Section 2(a) above, Banco Central will perform its remittance
obligations hereunder in full and without further condition, without set-off or
other reductions for the order of or in respect of Banco Central and regardless
of any failure by the Fiscal Agent or any Securityholder to observe the terms
or conditions of this Banco Central Undertaking. Nothing herein shall (i)
prohibit or hinder Banco Central from independently exercising against the
Fiscal Agent or any Securityholder any right or remedy so long as such exercise
shall not reduce or otherwise affect the remittance obligations of Banco
Central hereunder or (ii) constitute a waiver by Banco Central of



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any of its
rights to effect set-offs or other reductions against obligations of Banco
Central other than its remittance obligations hereunder. Neither the Fiscal
Agent nor any Securityholder shall be responsible for any action taken or
omitted by any other person in connection with this Banco Central Undertaking.
The remittance obligations of Banco Central hereunder to the Fiscal Agent and
to each Securityholder shall be separate and independent obligations, and the
Fiscal Agent and each Securityholder shall be entitled to protect and enforce
its rights against Banco Central in connection with this Banco Central
Undertaking, and it shall not be necessary for any other person to be joined as
an additional party in any proceedings for such purpose.



     (c) No Guarantee. Under no circumstances shall the execution and delivery
of this Banco Central Undertaking by Banco Central be considered as
constituting a guarantee by Banco Central of any obligations of the Republic.
Subject to the conditions contained in clauses (i) and (ii) of Section 2(a)
above, the remittance obligations undertaken by Banco Central hereunder shall
thereupon constitute its own direct obligations to the Fiscal Agent and to each
Securityholder.



     (d) Amendment, Etc., to the Agreements. Banco Central shall not be deemed
to be a party to the Underwriting Agreement or the Fiscal Agency Agreement (the
“Agreements”) solely by the execution of this Banco Central Undertaking.
Accordingly any provision of any Agreement to which Banco Central is not
otherwise a party may be amended, modified, supplemented or waived (a
“Change”)
in accordance with the terms thereof without the consent of Banco Central and
without affecting the obligations of Banco Central hereunder; provided,
however, that the Fiscal Agent shall notify Banco Central in writing of any
such Change.



     (e) Maintenance of Approvals. Banco Central covenants and agrees that it
will use its best efforts to maintain in full force and effect all governmental
approvals, if any, which may be necessary under the laws of Venezuela for the
performance by it of this Banco Central Undertaking or for the validity or
enforceability thereof and use its best efforts to duly take all necessary and
appropriate administrative action, if any, in Venezuela in order for Banco
Central to make all remittances to be made by it under this Banco Central
Undertaking.



     Section 3. Notices. All notices and other communications by Banco Central
in connection with this Banco Central Undertaking to any party to the Fiscal
Agency Agreement shall be given or made as provided with respect to such party
in Section 13 of the Fiscal Agency Agreement, to any party to the Underwriting
Agreement as provided with respect to such party in Section 11 of the
Underwriting Agreement, and to any holder of a Security as provided with
respect to such party in the Terms and Conditions of the Securities. All
notices and other communications to Banco Central, in connection with this
Banco Central Undertaking, shall be given or made in writing by telecopier
(with transmission confirmed), tested telex (confirmed with answerback), or
courier delivery and shall be effective as provided in Section 13 of the Fiscal
Agency Agreement and also shall be sent to Banco Central at its address set
forth beneath its



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signature hereto, or at such other address as shall be
designated by Banco Central, from time to time, in a notice to the Fiscal
Agent.



     Section 4. No Waiver, Etc. No failure by the Fiscal Agent or any
Securityholder to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver of the same, nor shall the single or partial exercise
of any such right preclude any other or further exercise of such right, all
subject to the conditions and limitations established in this Banco Central
Undertaking. The rights and remedies provided herein are cumulative and not
exclusive of any rights and remedies provided by law, and nothing contained in
this Banco Central Undertaking shall impair any of the rights of the Fiscal
Agent or any Securityholder against Banco Central under applicable law, subject
in each case to the terms and conditions of this Banco Central Undertaking,
including without limitation those contained in Section 8.



     Section 5. Set-off. Banco Central agrees that upon the occurrence, and to
the extent, of a breach by Banco Central of its remittance obligations set
forth in Section 2(a) above, the Fiscal Agent or any Securityholder may, at its
option, set off and apply any and all deposits or other obligations at any time
held or owing by it to or for the account of Banco Central, at or from any of
its offices against any and all of the remittance obligations of Banco Central
now or hereafter existing to the Fiscal Agent or such Securityholder hereunder
which have not been performed in a timely manner (regardless of whether such
deposits or obligations are due and payable or are denominated in a different
currency from such remittance obligations of Banco Central or whether such
set-off or application shall be effected with respect to any amount payable
directly to the Fiscal Agent or such Securityholder). The Fiscal Agent or any
Securityholder effecting any such set-off or application pursuant to this
Section 5 will promptly notify Banco Central thereof. Nothing contained in
this Section 5 shall grant to the Fiscal Agent or any Securityholder the right
to effect at any time a set-off against deposits or obligations in favor of
Banco Central of any obligations of the Republic under the Agreements.



     Section 6. Judgment.



     (a) Foreign Exchange Rates. If, for the purpose of obtaining judgment in
any court, it is necessary to convert a remittance obligation due hereunder to
the Fiscal Agent or any Securityholder in one currency into another currency,
Banco Central agrees that the rate of exchange used shall be that at which, in
accordance with normal banking procedures, the Fiscal Agent or Securityholder
could purchase the first currency with such other currency in the city which is
the principal financial center of the country of issue of the first currency on
the day two business days preceding the day on which final judgment is given.



     (b) Indemnification for Foreign Exchange Rate Fluctuations. The
obligation of Banco Central to remit U.S. dollars to the Fiscal Agent or any
Securityholder in accordance with this Banco Central Undertaking shall,
notwithstanding



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any judgment in a currency (the “Judgment Currency”) other than
U.S. dollars (the “Agreement Currency”), be discharged only to the extent that
on the business day following receipt by the Fiscal Agent or such
Securityholder of any amount in the Judgment Currency, the Fiscal Agent or such
Securityholder may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the amount originally to be remitted to the
Fiscal Agent or such Securityholder in the Agreement Currency, Banco Central
agrees, as a separate obligation and notwithstanding such judgment, to remit
the difference, and if the amount of the Agreement Currency so purchased
exceeds the amount originally to be remitted to the Fiscal Agent or such
Securityholder, the Fiscal Agent or such Securityholder agrees to remit to
Banco Central such excess, provided that neither the Fiscal Agent nor any
Securityholder shall have any obligation to remit any such excess as long as a
default by Banco Central in its remittance obligations hereunder has occurred
and is continuing, in which case such excess shall be applied to such
obligations.



     Section 7. Effectiveness. This Banco Central Undertaking shall become
effective on the date hereof for the benefit of the Fiscal Agent and each
Securityholder.



     Section 8. Jurisdiction, Service of Process, Venue, and Waiver of
Immunity. (a) Banco Central agrees that any suit, action or proceeding against
it or its properties, assets or revenues with respect to this Banco Central
Undertaking (a “Related Proceeding”) shall be brought exclusively in the
Supreme Court of the State of New York, County of New York; in the United
States District Court for the Southern District of New York; in the High Court
of Justice in London, England; or in the courts of Venezuela that sit in
Caracas, as the person bringing such Related Proceeding may elect in its sole
discretion, provided that if none of the courts specified above located in the
country in which such person has elected to bring such Related Proceeding is a
court that has jurisdiction of the subject matter or is otherwise competent
under applicable law to hear and determine such proceeding, such Related
Proceeding may be brought in such other court located in such country as shall
have jurisdiction of the subject matter or be otherwise competent under
applicable law to hear and determine such Related Proceeding, or if such
Related Proceeding seeks relief or a judgment that is enforceable only against
any of its properties, assets or revenues that are subject to the jurisdiction
of any other court located in the countries listed above and is limited to the
value of such properties, assets or revenues, such Related Proceeding may be
brought in any such court (all such courts described in this sentence being
called herein “Specified Courts”). Banco Central also agrees that any judgment
obtained in any of the Specified Courts arising out of any Related Proceeding
may be enforced or executed in any Specified Court or any other court of
competent jurisdiction whatsoever, and any judgment obtained in any such other
court as a result of such enforcement or execution may be enforced or executed
in any such other court of competent jurisdiction (all courts other than
Specified Courts being herein called “Other Courts”), by means of a suit on the
judgment or in any other manner provided by law. Banco Central hereby
irrevocably submits to the exclusive



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jurisdiction of each of the Specified
Courts for the purpose of any Related Proceeding and, solely for the purpose of
enforcing or executing any judgment referred to in the preceding sentence (a
"Related Judgment”), of each Specified Court and each Other Court. The
agreement made by Banco Central in this Section 8(a) with respect to
jurisdiction is made solely with respect to Related Proceedings and the
enforcement or execution of Related Judgments and under no circumstances shall
it be interpreted as a general agreement by Banco Central with respect to
proceedings unrelated to this Banco Central Undertaking.



     (b) Banco Central agrees that service of all writs, process and summonses
in any Related Proceeding or any suit, action or proceeding to enforce or
execute any Related Judgment brought against it in the State of New York may be
made upon Law Debenture Corporate Services Inc., presently located at 767 Third
Avenue, New York, New York 10017, U.S.A. (the “New York Process Agent”), and
that service of all writs, process and summonses in any Related Proceeding or
any suit, action or proceeding to enforce or execute any Related Judgment
brought against it in England may be made upon Law Debenture Corporate Services
Limited, presently located at Fifth Floor, 100 Wood Street, London EC2V 7EX,
England (the “London Process Agent” and, together with the New York Process
Agent, the “Process Agents”), and Banco Central irrevocably appoints each
Process Agent as its agent and true and lawful attorney-in-fact in its name,
place and stead to accept such service of any and all such writs, process and
summonses, and agrees that the failure of any of the Process Agents to give any
notice to it of any such service of process shall not impair or affect the
validity of such service or of any judgment based thereon. Banco Central
agrees to maintain at all times an agent with offices in New York to act as its
New York Process Agent, and an agent with offices in London to act as its
London Process Agent as aforesaid (each such agent to be appointed by an
irrevocable power of attorney granted before a Venezuelan notary public).
Nothing herein shall in any way be deemed to limit the ability to serve any
such writs, process or summonses in any other manner permitted by applicable
law.



     (c) Banco Central irrevocably consents to and waives any objection which
it may now or hereafter have to the laying of venue of any Related Proceeding
brought in any of the Specified Courts or to the laying of venue of any suit,
action or proceeding brought solely for the purpose of enforcing or executing
any Related Judgment in any of the Specified Courts or Other Courts, and
further irrevocably waives, to the fullest extent it may effectively do so, the
defense of any inconvenient forum to the maintenance of any Related Proceeding
or any such suit, action or proceeding in any such court.



     (d) To the extent that Banco Central or any of its revenues, assets or
properties shall be entitled, with respect to any Related Proceeding at any
time brought against Banco Central or any of its revenues, assets or properties
in any jurisdiction in which any Specified Court is located, or with respect to
any suit, action or proceeding at any time brought solely for the purpose of
enforcing or executing any Related Judgment in any jurisdiction in which any
Specified Court or Other Court is located, to any



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immunity from suit, from the
jurisdiction of any such court, from attachment in aid of execution of
judgment, from execution of a judgment or from any other legal or judicial
process or remedy (other than the remedy referred to in Section 8(e) below),
and to the extent that in any such jurisdiction there shall be attributed such
an immunity, Banco Central irrevocably agrees not to claim and irrevocably
waives such immunity to the fullest extent permitted by the laws of such
jurisdiction (including, without limitation, the Foreign Sovereign Immunities
Act of 1976 of the United States) and consents generally for the purposes of
the State Immunity Act of 1978 of the United Kingdom to the giving of any
relief or the issue of any process in connection with any Related Proceeding or
Related Judgment, provided that such agreement and waiver, insofar as it
relates to any jurisdiction other than a jurisdiction in which a Specified
Court is located, is given solely for the purpose of enabling the Fiscal Agent
or any Securityholder to enforce or execute a Related Judgment.
Notwithstanding anything expressed in this clause, Banco Central does not
waive, nor does it agree not to claim, any type of immunity that it might have
in any jurisdiction from, nor does it consent to any, attachment prior to
judgment or other prejudgment relief (whether legal or equitable and including,
without limitation, any interim measure or preliminary injunction or temporary
restraining order or issue of any process directed to Banco Central or third
parties, but not including measures taken to enforce or execute any Related
Judgment) which imposes restrictions on Banco Central’s ability to alienate,
transfer or control any of its revenues, properties or assets. The waiver of
immunities that Banco Central makes in this Section 8 constitutes only a
limited and specific waiver for the purposes of this Banco Central Undertaking,
and under no circumstances shall it be interpreted as a general waiver by Banco
Central or a waiver with respect to proceedings unrelated to this Banco Central
Undertaking.



     (e) To the extent that Banco Central or any of its revenues, assets or
properties shall be entitled, in any jurisdiction, to any immunity from
set-off, and to the extent that there shall be attributed, in any jurisdiction,
such an immunity, Banco Central hereby irrevocably agrees not to claim and
irrevocably waives such immunity to the fullest extent permitted by the laws of
such jurisdiction with respect to any claim, suit, action, proceeding, right or
remedy arising out of or in connection with this Banco Central Undertaking,
provided that the Fiscal Agent or a Securityholder may rely upon the
effectiveness of the express waiver contained in this Section 8(e) with respect
to a particular set-off only to the extent that the following conditions are
met with respect to such set-off:


     (i) such set-off is exercised by such Fiscal Agent or Securityholder
only in connection with a breach by Banco Central of any of its
remittance obligations under this Banco Central Undertaking, and the
amounts which may be recovered as a result of the exercise of such
set-off shall be limited to the amount of all such breached remittance
obligations in existence on the date such set-off is exercised; and



     (ii) such Fiscal Agent or Securityholder shall have given notice
pursuant to the procedures set forth in Section 3 to Banco Central (with
copies to



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     the Republic and the Fiscal Agent), not less than seven
Venezuelan Banking Days prior to such exercise, of its intention to do
so.



     Banco Central hereby irrevocably agrees that, upon the receipt by it of a
notice from any Fiscal Agent or Securityholder, pursuant to subclause (ii) of
this Section 8(e), Banco Central will not, to the extent of a breach of any of
its remittance obligations under this Agreement, make and will not permit to be
made, for a period of ten Venezuelan Banking Days, or, if shorter, until all
such breaches shall have been remedied, any withdrawal of any fund, securities
or other property from any deposit, custody or other account held in the name
of (or represented by a certificate issued to) Banco Central by such Fiscal
Agent or Securityholder, as the case may be, and hereby irrevocably authorizes
and instructs such Fiscal Agent or Securityholder, as the case may be, not to
accept or honor any request for any such withdrawal during any such period,
except for withdrawals for which Banco Central initiated instructions in the
ordinary course of business prior to the receipt by it of such notice. As used
in this Section 8(e), “Venezuelan Banking Day” means a day on which banks are
scheduled in the normal course to be open for business in Caracas, Venezuela.



     Section 9. Continuing Agreement. This Banco Central Undertaking shall (a)
remain in full force and effect until payment in full of the principal of, and
interest (including any Additional Amounts) on, and all other amounts due on
all of the Securities and all other amounts payable by the Republic under any
of the other Agreements, (b) be binding upon Banco Central, its successors and
assigns and (c) inure to the benefit of, and be enforceable by, the Fiscal
Agent and each Securityholder and each of their respective successors,
transferees and assigns.



     Section 10. Partial Invalidity. If one or more provisions contained in
this Banco Central Undertaking shall be invalid, illegal or unenforceable in
any respect in any jurisdiction with respect to Banco Central, such invalidity,
illegality or unenforceability in such jurisdiction shall not, to the fullest
extent permitted by applicable law, invalidate or render illegal or
unenforceable such provisions in any other jurisdiction, or any other
provisions of this Banco Central Undertaking.



     Section 11. Amendments. Except as
contemplated by Condition [l] of the
Securities, no amendment of any provisions of this Banco Central Undertaking
shall be effective unless the same shall be agreed or consented to in writing
by the Fiscal Agent, Banco Central and the holders of a majority in aggregate
principal amount of the Securities for the time being outstanding or by the
adoption of a resolution at a meeting of Securityholders held in accordance
with the provisions of the Fiscal Agency Agreement. Future compliance with, or
past default by Banco Central of, this Banco Central Undertaking may be waived,
either with the consent of the holders of at least a majority in aggregate
principal amount of the Securities for the time being outstanding or by the
adoption of a resolution at a meeting of Securityholders held in accordance
with the provisions of the Fiscal Agency Agreement; provided, however, that no
such modification or amendment and no such waiver may, without the written
consent or



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affirmative vote of the holder of each Security affected thereby,
reduce the percentage of principal amount of Securities at the time outstanding
necessary to modify or amend this Banco Central Undertaking or to waive any
future compliance or past default thereof by Banco Central or reduce the
percentage of Securities required for the taking of action or the quorum
required at any such meeting of holders of Securities at which a resolution is
adopted. Any such modifications, amendments or waivers will be conclusive and
binding on all holders of Securities, whether or not they have given such
consent or were present at such meeting, and on all future holders of
Securities, whether or not notation of such modifications, amendments or
waivers is made upon the Securities. Any instrument given by or on behalf of
any holder of a Security in connection with any consent to any such
modification, amendment or waiver will be irrevocable once such modification,
amendment or waiver has been adopted by a resolution at a meeting of
Securityholders and will be conclusive and binding on all subsequent holders of
such Securities.



     Section 12. Use of English Language. Except as otherwise specified herein
or as the Fiscal Agent may otherwise agree, all notices, communications and
other documents to be supplied by or on behalf of Banco Central pursuant to
this Banco Central Undertaking shall be in the English language, except for
Venezuelan laws, decrees, regulations and resolutions and other official
actions of Banco Central, the Republic and any Venezuelan governmental agency,
which may be in the Spanish language if accompanied by a certified English
translation thereof.



     Section 13. Execution in Counterparts. This Banco Central Undertaking may
be executed in counterparts by Banco Central and the Fiscal Agent, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



     Section 14. Applicable Law. This Banco Central Undertaking shall be
governed by, and construed in accordance with, the law of the State of New
York, United States of America.



*      *      *







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	 	Very truly yours,





BANCO CENTRAL DE VENEZUELA

 

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:  
	 	 	Address:	Banco Central de Venezuela

Esquina de Carmelitas

Avenida Urdaneta

Caracas 1010, Venezuela
	 	 	Attention:	Vice President of International

Operations
	 	 	Telex No.:	28250, 28251, 28252
	 	 	Answerback:	BCVOP BV 
	 



	 	 	 	 	 
	ACKNOWLEDGED:



JPMorgan Chase Bank,

As Fiscal Agent on its own behalf

And on behalf of the Securityholders

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





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