Framework Agreement - Agreed Form 18Mar11

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AGREED FORM BANCO DE DESARROLLO ECONÓMICO Y SOCIAL DE VENEZUELA (BANDES), PETRÓLEOS DE VENEZUELA S.A., CHINA NATIONAL UNITED OIL CORPORATION AND CHINA DEVELOPMENT BANK CORPORATION CONFIRM THAT THIS VERSION OF THE FRAMEWORK AGREEMENT IS THE FORM AGREED IN THEIR MEETINGS IN BEIJING AND SINGAPORE FROM 2 MARCH TO 18 MARCH 2011 AND IS IN SUBSTANTIALLY AGREED FORM SUBJECT TO; COMMENT BY EL FONDO DE DESARROLLO NACIONAL S.A., THE MINISTRY OF PEOPLE’S POWER FOR PLANNING AND FINANCE OF THE BOLIVARIAN REP
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  AGREED FORM D:\Project Tango - 18 Mar 2011\Framework agreement - Agreed Form 18Mar11.DOC BANCO DE DESARROLLO ECONÓMICO Y SOCIAL DE VENEZUELA (BANDES),PETRÓLEOS DE VENEZUELA S.A., CHINA NATIONAL UNITED OIL CORPORATIONAND CHINA DEVELOPMENT BANK CORPORATION CONFIRM THAT THISVERSION OF THE FRAMEWORK AGREEMENT IS THE FORM AGREED IN THEIR MEETINGS IN BEIJING AND SINGAPORE FROM 2 MARCH TO 18 MARCH 2011 ANDIS IN SUBSTANTIALLY AGREED FORM SUBJECT TO; COMMENT BY EL FONDODE DESARROLLO NACIONAL S.A., THE MINISTRY OF PEOPLE’S POWER FOR PLANNING AND FINANCE OF THE BOLIVARIAN REPUBLIC OF VENEZUELAANDTHE MINISTRY OF PEOPLE’S POWER FOR ENERGY AND PETROLEUM OFTHE BOLIVARIAN REPUBLIC OF VENEZUELA; REVIEW BY LOCAL COUNSEL;INTERNAL APPROVALS OF EACH PARTY, AND ANY AMENDMENTS OF A MINOR OR TYPOGRAPHICAL NATURE. Ms Edmee BetancourtPresidentFor and on behalf of  BANCO DE DESARROLLOECONÓMICO Y SOCIAL DEVENEZUELA (BANDES)  Mr Tian YunhaiDeputy Director-GeneralFor and on behalf of   CHINA DEVELOPMENT BANK CORPORATION  Mr Asdrubal ChavezVice PresidentFor and on behalf of  PETRÓLEOS DE VENEZUELA S.A. Mr Zhao YongVice PresidentFor and on behalf of  CHINA NATIONAL UNITED OILCORPORATION  AGREED FORM D:\Project Tango - 18 Mar 2011\Framework agreement - Agreed Form 18Mar11.DOC ………………………….. 2011CHINA DEVELOPMENT BANK CORPORATIONCHINA NATIONAL UNITED OIL CORPORATIONBANCO DE DESARROLLO ECONÓMICO Y SOCIAL DE VENEZUELAPETRÓLEOS DE VENEZUELA S.A.EL FONDO DE DESARROLLO NACIONAL S.A.THE MINISTRY OF PEOPLE’S POWER FOR PLANNING AND FINANCE OF THEBOLIVARIAN REPUBLIC OF VENEZUELAandTHE MINISTRY OF PEOPLE’S POWER FOR ENERGY AND PETROLEUM OF THEBOLIVARIAN REPUBLIC OF VENEZUELAFRAMEWORK AGREEMENT  AGREED FORM 08/865894_4 1   This framework agreement (this Agreement ) is entered into by and between the following partiesand shall come into effect on [ ● ] 2011:(1)   CHINA DEVELOPMENT BANK CORPORATION ( CDB ), a financial institutionduly incorporated and validly existing under the laws of the People’s Republic of China( China );(2)   CHINA NATIONAL UNITED OIL CORPORATION , a company duly incorporatedand validly existing under the laws of the People’s Republic of China ( CHINAOIL );(3)   BANCO DE DESARROLLO ECONÓMICO Y SOCIAL DE VENEZUELA(BANDES) , an entity organised and existing under the Laws of the Bolivarian Republic of Venezuela, and subject to the oversight of the Ministry of People's Power for Planning andFinance of the Bolivarian Republic of Venezuela, created by Presidential Decree No 1.274as published in Venezuelan Official Gazette No. 37.228 of June 27, 2001, as amended byPresidential Decree No. 6.214 dated July 15, 2008 as published in Venezuelan OfficialGazette No 5.890 on July 31, 2008, as further amended by the Law for the Partial Reformof Decree No. 6.214 as published in Venezuela Official Gazette No. 39.429 on May 21,2010 ( BANDES );(4)   PETR   Ό LEOS DE VENEZUELA S.A. , a company registered with the First CommercialRegistry of the Judicial Circuit of the Capital District and Miranda State on September 15,1975, under N° 23, Volume 99-A-Pro., the latest version of its Articles of Incorporation/By-Laws evidenced through Presidential Decree N° 3.299, published inVenezuelan Official Gazette N° 38.081 of December 7, 2004 as amended by PresidentialDecree N° 6.234, published in Venezuelan Official Gazette N° 38.988 of August 6, 2008with principal offices of URB. La Campiña, Avda. Libertador, Calle el Empalme EDIF.Petróleos de Venezuela, Torre Oeste, Piso 7 Venezuela 1060) ( PDVSA );(5)   EL FONDO DE DESARROLLO NACIONAL S.A. , a company created by PresidentialDecree N° 3.854 published in the Venezuelan Official Gazette N° 38.261 of August 30,2005 and registered with the First Commercial Registry of the Judicial Circuit of theCapital District and Miranda State on September 9, 2005, under N° 35 Volume 133-A-Pro( FONDEN );(6)   THE MINISTRY OF PEOPLE’S POWER FOR PLANNING AND FINANCE OFTHE BOLIVARIAN REPUBLIC OF VENEZUELA ( MPF ); and(7)   THE MINISTRY OF PEOPLE’S POWER FOR ENERGY AND PETROLEUM OFTHE BOLIVARIAN REPUBLIC OF VENEZUELA ( MEP ),(each a Party and together the Parties ). RECITALSWHEREAS (A)   In 2007 the government of China and the government of the Bolivarian Republic of Venezuela ( Venezuela ) established the Sino-Venezuela Joint Fund through aUS$2,000,000,000 contribution from FONDEN and a US$4,000,000,000 loan from CDBto BANDES (the Joint Fund Phase I Facility ). The Joint Fund Phase I Facilitycontained a mechanism for the rollover of the Joint Fund Phase I Facility for four (4)  AGREED FORM 08/865894_4 2   further terms of three (3) years, each on substantially the same terms of the Joint FundPhase I Facility.(B)   In 2009 the government of China and the government of Venezuela agreed to increase theSino-Venezuela Joint Fund from US$6,000,000,000 to US$12,000,000,000 through anadditional contribution of US$2,000,000,000 from FONDEN and a further loan of US$4,000,000,000 from CDB to BANDES (the Joint Fund Phase II Facility ).(C)   Since its establishment, the Sino-Venezuela Joint Fund has been operating smoothly andhas played an active role in advancing the economic and social development of Venezuela;(D)   Sino-Venezuelan cooperation in projects in the energy, infrastructure, agriculture and high-tech industries is under active development;(E)   the Parties acknowledge that there exists enormous potential for further development of economic and trade cooperation between the two countries in the petroleum trade and other fields and both countries have expressed sincere wishes to explore such opportunities; THEREFORE , in order to further strengthen and deepen the joint development of the strategic partnership between the two countries and following the repayment of the Joint Fund Phase IFacility, the governments of China and Venezuela have agreed to increase the Sino-VenezuelaJoint Fund, based on the existing Sino-Venezuela Inter-governmental Agreement on the Sino-Venezuela Joint Fund and by exercising the first rollover of the Joint Fund Phase I Facility. Inorder to increase the Sino-Venezuela Joint Fund, THE PARTIES AGREE AS FOLLOWS : 1.   DOCUMENTS TO BE ISSUED BY THE VENEZUELAN GOVERNMENT 1.1   The following letters of instruction will be issued by the competent authorities of theVenezuelan government:1.1.1   from MEP to PDVSA instructing PDVSA, on behalf of the Bolivarian Republicof Venezuela, to negotiate with CHINAOIL to execute petroleum sales and purchase contract(s) (the New   Petroleum Sales and Purchase Contract ) withthe understanding that the fuel and/or crude oil thereunder will be supplied to aChina National Petroleum Corporation entity and a China PetrochemicalCorporation entity;1.1.2   a supplemental letter of instruction from MEP to PDVSA amending andsupplementing letter of instruction 463 from MEP to PDVSA dated 27 December 2007 as amended and supplemented by letter of instruction 033 dated 13February 2009;1.1.3   a supplemental letter of instruction from MPF to MEP amending andsupplementing letter of instruction F194 dated 4 February 2008 as amended andsupplemented by letter of instruction F344 dated 20 March 2009;1.1.4   from MPF to MEP permitting BANDES to use the proceeds from the sale of fueland crude oil by PDVSA under the New Petroleum Sales and Purchase Contractto repay the First Rollover Facility; and1.1.5   from MPF to BANDES instructing BANDES to (amongst other things) open anew collection account with CDB (the New Collection Account ) and use fundsin the New Collection Account to repay the First Rollover Facility.
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