Meetings and Amendments
A meeting of holders of Global Bonds may be called, as set forth below, 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 the Fiscal Agency Agreement or the Global Bonds to be made, given or taken by
holders of Global Bonds or to modify, amend or supplement the terms of the Fiscal Agency Agreement,
the Banco Central Undertaking or the Global Bonds as hereinafter provided. Venezuela may at any time
call a meeting of holders of Global Bonds for any such purpose to be held at such time and at such place
as Venezuela shall determine. Notice of every such meeting, 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 Global Bonds, 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 given not less than 10 nor more than 60 days prior to the date fixed for
such meeting). In case at any time Venezuela or the holders of at least 10% in aggregate principal
amount of the Outstanding (as defined in the Fiscal Agency Agreement) Global Bonds shall, after the
occurrence and during the continuance of any Event of Default under the Global Bonds, have requested
the Fiscal Agent to call a meeting of the holders of Global Bonds for any such purpose, by written
request setting forth in reasonable detail the action proposed to be taken at the 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 Global Bonds, a person shall be a holder of
Outstanding Global Bonds or a person duly appointed by an instrument in writing as proxy for such
holder. The persons entitled to vote a majority in principal amount of the Outstanding Global Bonds 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,
except that such notice need be given only once. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage of the principal amount of the Outstanding Global Bonds 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 Global Bonds
shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Any
meeting of holders of Global Bonds at which a quorum is present may be adjourned from time to time by
a vote of a majority in principal amount of the Outstanding Global Bonds 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 as it shall deem advisable
for any meeting of holders of Global Bonds with respect to the proof of the holding of Global Bonds, the
adjournment and chairmanship of such meeting, the appointment and duties of inspectors of votes,
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 Venezuela or the
holders of Global Bonds as provided above, in which case Venezuela or the holders of Global Bonds
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 Global Bonds represented and voting at the
meeting. The chairman of the meeting shall have no right to vote, except as holder of Global Bonds or
proxy. A record, at least in duplicate, of the proceedings of each meeting of holders shall be prepared,
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and one such copy shall be delivered to Venezuela and another to the Fiscal Agent to be preserved by
the Fiscal Agent.
With (a) the affirmative vote, in person or by proxy thereunto duly authorized in writing, of holders
entitled to vote the lesser of (i) a majority in principal amount of the Outstanding Global Bonds or
(ii) 6695% in aggregate principal amount of the Outstanding Global Bonds represented and voting at a
meeting duly called and held as specified above, or (b) the written consent of the holders of a majority in
aggregate principal amount of the Outstanding Global Bonds, Venezuela, Banco Central and the Fiscal
Agent may modify, amend or supplement the terms of the Fiscal Agency Agreement, the Banco Central
Undertaking or the Global Bonds and such holders may make, take or give any request, demand,
authorization, direction, notice, consent, waiver or other action provided by the Fiscal Agency Agreement,
the Banco Central Undertaking or the Global Bonds to be made, given or taken by holders of
Global Bonds; provided, however, that no such action may, without the consent or affirmative vote of the
holder of each Global Bond affected thereby, (A) change the due date for the payment of the principal of,
or any installment of interest on, any Global Bond, (B) reduce the principal amount of any Global Bond,
or the portion of such principal amount which is payable upon acceleration of the maturity of such Global
Bond or the interest rate thereon, (C) change the coin or currency in which payment with respect to
interest, any premium or principal in respect of any Global Bond is payable, (D) reduce the proportion of
the principal amount of the Global Bonds the vote or consent of the holders of which is necessary to
modify, amend or supplement the Fiscal Agency Agreement, the Banco Central Undertaking or the
terms and conditions of the Global Bonds 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,
or (E) change the obligation of Venezuela to pay Additional Amounts (as defined in ‘Tbxation” below).
Any such modification, amendment or supplement shall be binding on all holders of the Global Bonds.
Venezuela, Banco Central and the Fiscal Agent may, upon agreement among themselves, without
the vote or consent of any holder of Global Bonds, modify, amend or supplement the Fiscal Agency
Agreement, the Banco Central Undertaking or the Global Bonds for the purpose of (i) adding to the
covenants of Venezuela for the benefit of the holders of Global Bonds, (ii) surrendering any right or
power conferred upon Venezuela, (iii) securing the Global Bonds pursuant to the requirements of the
Global Bonds or otherwise, (iv) curing any ambiquity, or curing, correcting or supplementing any
defective provision contained in the Fiscal Agency Agreement, the Banco Central Undertaking or in the
Global Bonds, or (v) amending the Fiscal Agency Agreement, the Banco Central Undertaking or the
Global Bonds in any manner which the Republic, Banco Central and the Fiscal Agent may determine,
provided, that s,uch amendment shall not adversely affect the interest of any holder of Global Bonds in
any material respect.
Jurisdiction and Walver of Immunity
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