GUARANTY TEMPLATE

THIS GUARANTY, dated as of ________________ (the Guaranty), is made by

_________________________________________________(Guarantor),
on
behalf
of
__________________________________________________________, in favor of Petrleos de
Venezuela SA, Edificio Petrleos de Venezuela, Av. Libertador, La Campia, Caracas,
Venezuela (PDVSA).
WHEREAS, __________ intends to enter into certain commercial arrangements with
PDVSA, including a contract (the Contract) under which PDVSA will supply
_________
barrels
per
day
of
_______________________
for
deliver
to
_________________________________.
WHEREAS, PDVSA requires subsidiaries wishing to enter into contractual
arrangements with PDVSA to present a parent company guarantee in order to fulfill
the registration requirements; and
WHEREAS the Guarantor, to accommodate that requirement, is entering into this
Guaranty;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Guarantor agrees with PDVSA as
follows:
1. Subject to section 2 hereof, Guarantor hereby unconditionally and absolutely
guarantees (as a primary obligor and not as a surety) the prompt payment and
performance of all obligations now and in the future owing by
_______________________________ to PDVSA and arising under the Contracts.
2. The maximum liability of the Guarantor under this Guaranty shall be
_____________. Further, Guarantors obligations under this Guaranty shall not
extend to obligations of Petroleum to PDVSA arising from transactions completed
after.
3. It is the intention of the Guarantor that this Guaranty be absolute and
unconditional in all respects and not dischargeable or affected by any
circumstance whatsoever which may constitute a legal or equitable discharge,
other than payment and performance by ___________________________________. AII
payments made by Guarantor hereunder shall be free and clear of any tax, setoff, counterclaim or deduction of any kind whatsoever.
4. The Guarantor hereby, to the fullest extent permitted by applicable law, expressly
waives any requirement that PDVSA or any other person exhaust any right, or
take any action, against _____________________________________, any other
guarantor or any other person or with respect to any collateral, if any, at any time
securing the obligations guaranteed hereunder, and the Guarantor hereby
consents to any and all extensions of time of payment of any or all of the
obligations under the Contract.
PDVSA TEMPLATE 2012

5. Guarantor hereby represents and warrants to PDVSA that:

(a).

this Guaranty is Guarantors legal, valid and binding obligation, enforceable

against the Guarantor in accordance with its terms and

(b).

the Guarantors execution, delivery and performance of this Guaranty do not:

(i)

(ii)

(iii)

conflict with or violate any provision of any law, rule, regulation, judgment,
injunction or order applicable to the Guarantor,
result in a breach of, or constitute a default under, any agreement,
contract, credit agreement or arrangement, indenture or instrument to
which the Guarantor is a party or by which it or its properties may be
bound or affected; or
result in, or require the creation or imposition of, any lien or encumbrance
upon or with respect to any of the properties or assets now owned or
hereafter acquired by the Guarantor.

6. Subject to section 7 below, no payment or performance by Guarantor

hereunder shall entitle Guarantor, by subrogation or otherwise, to the rights of
PDVSA or to any payment from ___________________________, except after the
indefeasible satisfaction in full of the obligations of ____________________________ to
PDVSA. If any amount shall be paid to the Guarantor on account of such
subrogation rights at any time when all such obligations shall not have been paid
or performed in full, such amount shall be held in trust for the benefit of PDVSA
and shall forthwith be paid to PDVSA to be credited and applied to the payment
of such obligations.
7. If at any time the payment received by PDVSA on account of any obligation of
___________________________________________
guaranteed hereunder is rescinded
or must otherwise be restored or returned or is deemed void or voidable, on
account
of
the
insolvency,
bankruptcy
or
reorganization
of
____________________________________________, the Guarantor or otherwise, then the
Guarantors liability hereunder, with respect to such payment, shall be
immediately reinstated and revived at such time as though such payment had
not been made.
8. This Guaranty is one of payment and performance and not of collection, and as
such, shall remain operative and in full force and effect until the obligations
guaranteed hereunder shall have been indefeasibly paid and actually received in
full by PDVSA. Guarantor expressly waives notice of the acceptance of this
Guaranty and, to the fullest extent permitted by applicable law, any and all other
notices.
9. This Guaranty shall be binding upon Guarantor and its successors and assigns
and shall inure to the benefit of PDVSA and its successors and assigns; provided
that neither party may assign or delegate any of its rights or obligations under
this Guaranty.

PDVSA TEMPLATE 2012

10. No failure on the part of PDVSA to exercise, and no delay in exercising, any
right, remedy or power hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise by PDVSA of any right, remedy, or power hereunder
preclude any other or future exercise of any other right, remedy or power.
11. From time to time, Guarantor shall execute and deliver to PDVSA such additional
documents as PDVSA may reasonably request in order to carry out and
consummate the matters contemplated herein.
12. If any provision of this Guaranty shall be held or declared to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision or term hereof.
13. This Guaranty shall be governed by and construed in accordance with the
internal law of the State of New York, USA.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be signed on

its behalf as of the date first set forth above.

GUARANTOR
By: _____________________________________
Name:
Title:

PDVSA TEMPLATE 2012