0000950133-04-003725 Sample Contracts

Bolivarian Republic of Venezuela Underwriting Agreement
Underwriting Agreement • October 8th, 2004 • Bolivarian Republic of Venezuela • New York

The Bolivarian Republic of Venezuela (the “Republic”) proposes, subject to the terms and conditions stated herein, to sell to you (the “Underwriters”) an aggregate of US$795,380,000 principal amount of the 8.5% Global Bonds due 2014 of the Republic (the “Securities”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prospectus Supplement (as defined in Section 1(a)).

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Dealer Managers Agreement
Dealer Managers Agreement • October 8th, 2004 • Bolivarian Republic of Venezuela • New York
AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • October 8th, 2004 • Bolivarian Republic of Venezuela • New York

AMENDMENT No. 2 (this “Amendment”), dated as of September 29, 2004, to the Fiscal Agency Agreement, dated as of August 6, 1998 (as amended by Amendment No. 1 dated as of January 14, 2004, the “Fiscal Agency Agreement”), among the Bolivarian Republic of Venezuela (the “Issuer” or “Republic”), Banco Central de Venezuela, as official financial agent of the Republic (“Banco Central”), and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as fiscal agent.

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