Central Bank of Bolivia

Board of Directors

BOARD RESOLUTION NO. 047/2015

SUBJECT: MONETARY OPERATIONS MANAGEMENT – APPROVES CONCESSIONAL EXTRAORDINARY CREDIT TO YACIMIENTOS PETROLÍFEROS FISCALES BOLIVIANOS (YPFB) FOR Bs424,252,622.39

VISTOS:

• The Political Constitution of the State promulgated on February 7, 2009.
• Law No. 1670 of the Central Bank of Bolivia (BCB) of October 31, 1995.
• Law No. 3058 on Hydrocarbons of May 18, 2005.
• Law No. 211 on the General State Budget – Management 2012 (PGE-2012) of December 23, 2011.
• Law No. 614 on the General State Budget – Management 2015 (PGE-2015) of December 13, 2014.
• Supreme Decree No. 21-12-1936 of December 21, 1936.
• Presidential Decree No. 2252 of January 30, 2015.
• Ministerial Resolution of the Ministry of Economy and Public Finances (MEFP) No. 028 of January 21, 2015.
• Ministerial Resolution of the Ministry of Hydrocarbons and Energy (MHE) No. 040-15 of March 19, 2015.
• Board Resolution of the BCB No. 023/11 of February 22, 2011, which approves the Regulations for the granting of credit to National Strategic Public Enterprises within the framework of the General State Budget – Management 2010 and 2011; modified through B.R. No. 026/11, No. 027/11, No. 030/11, No. 097/11, No. 039/12, No. 064/12, No. 024/13, No. 144/13, No. 008/14, No. 040/14 and No. 039/15, of March 2, March 18, March 22 and August 9, 2011, March 23, May 29, 2012, March 12 and October 15, 2013, January 28 and April 29, 2014 and March 17, 2015, respectively.
• Board Resolutions of YPFB No. 89/2014, No. 02/2015 and No. 25/2015 of December 3, 2014, January 20 and March 24, 2015 respectively.
• Contract SANO No. 258/2012 of September 11, 2012 signed between the BCB, YPFB and the MHE.
• The note from YPFB CITE: YPFB-PRS/GNAF 649 GNPIE-199 DNIF 134/2015, received on

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March 20, 2015.

• The note from the Ministry of Hydrocarbons and Energy (MHE) CITE: MHE-02064 DGAJ-00025-1, received on March 20, 2015.
• The Report from the Monetary Operations Management (GOM) CITE: BCB-GOM-SOSP-DCE-INF-2015-12 of March 23, 2015.
• The Reports from the Legal Affairs Management (GAL) CITE: BCB-GAL-SANO-INF-2015-121 and BCB-GAL-SANO-INF-2015-123 of March 23 and 24, 2015, respectively.

CONSIDERING:

• That the Political Constitution of the State (CPE), approved by Referendum on January 25, 2009 and promulgated on February 7, 2009, in item 6 of its Article 9, establishes that it is the goal and function of the State to promote and guarantee the responsible and planned use of natural resources, and to boost their industrialization, through development and strengthening of the productive base in its different dimensions and levels. Likewise, in item 10 of paragraph I of Article 158 and Article 322, it establishes that the Plurinational Legislative Assembly has the attribute to approve the contracting of public debt.
• That Article 322 of the Political Constitution of the State provides that the Plurinational Legislative Assembly will authorize the contracting of public debt when the capacity to generate income to cover capital and interest is demonstrated, and the most advantageous conditions in rates, terms, amounts and other circumstances are technically justified. Public debt will not include obligations that have not been expressly authorized and guaranteed by the Plurinational Legislative Assembly.
• That Law No. 3058 establishes that the State will exercise, through Yacimientos Petrolíferos Fiscales Bolivianos, its proprietary right over all hydrocarbons.
• That Law No. 211 approving the PGE-2012 in its Article 17 authorizes the BCB to grant an extraordinary credit of up to Bs9,100,000,000.- (Nine Thousand One Hundred Million 00/100 Bolivianos), in favor of YPFB, on concessional conditions, with the objective of financing industrialization projects in the hydrocarbon sector. For this purpose, the BCB is exempted from the application of Articles 22 and 23 of Law No. 1670 of October 31, 1995.
• That within the framework of Paragraph I of the mentioned Article and according to what is established by Item 10, Paragraph I of Article 158 and Article 322 of the CPE, YPFB is authorized to contract the aforementioned credit with the BCB, whose guarantee will be constituted exclusively by the debit authorization of any of the accounts that YPFB owns or acquires.

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• That according to item III, it corresponds to the MHE to evaluate and monitor the resources of the credit to be granted by the BCB in favor of YPFB.
• That Law No. 614 establishes that any authorization established by Law of the General State Budget, for the BCB to grant extraordinary credits, as well as authorizations to the Ministry of Economy and Public Finances, to issue and grant Non-Negotiable Treasury Bonds through the TGN as backing for the aforementioned extraordinary credits, will not require any other legal authorization for their fulfillment, understanding that they remain in effect until the complete execution of the credit.
• That D.S. No. 21-12-1936 creates an entity with legal personality and own autonomy, under the name of Yacimientos Petrolíferos Fiscales Bolivianos (YPFB).
• That Presidential Decree No. 2252 in its single article establishes to name “Carlos Villegas Quiroga” the Gran Chaco Liquid Separation Plant.
• That M.R. of the MEFP No. 028 determines for the 2015 management, a value of at least 20%, as the degree of concessionality for Public Enterprises that exceptionally access internal credits from the Central Bank of Bolivia.
• That M.R. of the MHE No. 040-15 justifies to the BCB the following: 1) That the “Gran Chaco – Tarija Liquid Separation Plant Project” – Carlos Villegas Quiroga must be executed by YPFB until its completion, for which an additional credit of Bs424,252,622.39 (Four Hundred Twenty-Four Million Two Hundred Fifty-Two Thousand Six Hundred Twenty-Two 39/100 Bolivianos) will be requested from the BCB, whose amount will be destined to the referred project and the future cash flows from it will be used for the payment of the credit. 2) Confirms the technical feasibility of the “Gran Chaco – Tarija Liquid Separation Plant Project” – Carlos Villegas Quiroga. 3) Determines that according to the economic and financial evaluation of the Project, the capacity to pay the credit to be contracted with the BCB is justified and ensured. 4) Provides that the MHE will authorize the disbursement requests that YPFB makes to the BCB based on an evaluation and monitoring report issued semi-annually and commits through the Vice Ministry of Industrialization, Commercialization, Transport and Storage of Hydrocarbons (VICTAH) to carry out the evaluation and monitoring of the execution of the credit resources. 5) YPFB, in coordination with VICTAH, are in charge of continuing the procedures to finalize the credit with the BCB.
• That the Regulations for the Concession of Credit to National Strategic Public Enterprises within the framework of the General State Budget Management 2010, 2011, 2012, 2013, 2014 and 2015 aims to regulate the granting of credits by the BCB in favor of the EPNE.
• That Contract SANO No. 258/2012 of September 11, 2012 aims to grant an extraordinary credit on concessional conditions, for an amount of

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Bs1,160,421,148.- (One Thousand One Hundred Sixty Million Four Hundred Twenty-One Thousand One Hundred Forty-Eight 00/100 Bolivianos) which the BCB grants to YPFB for the Project “Gran Chaco – Tarija Liquid Separation Plant”.

• That through B.R. No. 89/2014, the Board of Directors of YPFB approves the Disbursement Schedule for the request of a credit from the BCB in favor of YPFB, and authorization for the signing of the credit contract.
• That through B.R. No. 02/2015, the Board of Directors of YPFB approves the Corporate Strategic Plan 2015 – 2019 and the Corporate Annual Plan 2015 of YPFB.
• That through B.R. No. 25/2015, the Board of Directors of YPFB: 1) Approves the conditions of the concessional credit from the BCB in favor of YPFB; clarifies that the Corporate Strategic Plan 2015-2019 details the Corporation's Investment Plan in the quinquennium 2015-2019, which includes the project of “Construction of the Gran Chaco – Tarija Liquid Separation Plant – Carlos Villegas Quiroga. 2) Validates the Disbursement Schedule approved through B.R. No. 89/2014 within the framework of the Regulations for the Concession of Credit to National Strategic Public Enterprises within the framework of the General State Budget Management 2010, 2011, 2012, 2013, 2014 and 2015.
• That through note CITE: YPFB-PRS/GNAF 649 GNPIE-199 DNIF 134/2015 and within the framework of what is provided in Laws No. 211 and No. 614, YPFB requests from the BCB a credit for an amount of Bs424,252,622.39 (Four Hundred Twenty-Four Million Two Hundred Fifty-Two Thousand Six Hundred Twenty-Two 39/100 Bolivianos) for the “Gran Chaco – Tarija Liquid Separation Plant Project” – Carlos Villegas Quiroga and proposes for the payment of the debt a term of 20 years, of which 5 years are for the grace period on capital, an interest rate of 0.91%, guarantee the debit of any of YPFB's accounts and presents the proposed Disbursement Schedule and Payment Plan. Likewise, it attaches the documentation established in the Regulations for the approval of credit to National Strategic Public Enterprises.
• That through note CITE: MHE-02064 DGAJ-00025-1, the Ministry of Hydrocarbons and Energy attaches a legalized copy of M.R. No. 0040-15 of March 19, 2015, which is an integral part of the documentation required for the approval of the referenced credit.
• That the Monetary Operations Management recommends in its report CITE: BCB-GOM-SOSP-DCE-INF-2015-12, consider the interest rate scenarios proposed for the approval of the financial conditions of the credit requested by YPFB and in case the request is considered favorably, YPFB must open the corresponding disbursement and payment accounts at the BCB through the MEFP.
• That the Legal Affairs Management concludes in its report CITE: BCB-GAL-SANO-INF-2015-121 that the request made by YPFB falls within what is provided by current regulations, for which it has fulfilled the presentation of the documents

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required in Article 2 of the Regulations for the Concession of Credit to National Strategic Enterprises Management 2010, 2011, 2012, 2013, 2014 and 2015 and recommends putting the credit request presented by YPFB before the Board of Directors.

• That the Legal Affairs Management concludes in its complementary report CITE: BCB-GAL-SANO-INF-2015-123 that it corresponds to grant a new extraordinary credit as well as the signing of the corresponding contract, in consideration of the new credit conditions approved by the Board of Directors of the BCB and in compliance with the applicable legal framework for the 2015 management.
• That Article 6 of the Regulations for the Concession of credit to National Strategic Public Enterprises in the Framework of the PGE – Management 2010, 2011, 2012, 2013, 2014 and 2015 establishes that the Board of Directors of the BCB, in consideration of the technical and legal reports, will consider the credit request and, if appropriate, approve it, through the favorable vote of two-thirds of its members present at the Board meeting, issuing the corresponding Resolution; and will instruct the preparation and subsequent signing of the contract by the President of the BCB, prior to review and approval by the Board of Directors.

THEREFORE,

THE BOARD OF DIRECTORS OF THE CENTRAL BANK OF BOLIVIA

RESOLVES:

Article 1.- Approve within the framework of what is provided in Article 17 of Law No. 211 of December 23, 2011 on the General State Budget – Management 2012 (PGE – 2012), and of Article 12 of Law No. 614 on the General State Budget – Management 2015 (PGE – 2015), of the antecedents and provisions described above, the granting of a concessional extraordinary credit in favor of YPFB under the following terms and conditions:

Concept	Detail
Currency:	Bolivianos.
Total Credit Amount:	Bs424,252,622.39 (Four Hundred Twenty-Four Million Two Hundred Fifty-Two Thousand Six Hundred Twenty-Two 39/100 Bolivianos).
Term:	20 years from the first disbursement.
Grace Period:	On capital 5 years with interest payments calculable from the first disbursement.
Interest Rate:	0.87% (zero point eight seven percent).
Disbursement Deadline:	March 31, 2016.
Payment Plan:	Semi-annual
Guarantees:	Automatic debit authorization of the accounts that YPFB owns or acquires.

# Central Bank of Bolivia
## Board of Directors

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**Article 2.-** Authorize the President of the BCB to sign the contract with Yacimientos Petrolíferos Fiscales Bolivianos (YPFB) under the terms of this Resolution.

**Article 3.-** The Presidency and the General Management are in charge of the execution and compliance with this Resolution.

La Paz, March 24, 2015

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*Marcelo Zabalaga Estrada*

*Reynaldo Yujra Segales*

*Abraham Pérez Alandia*

*Ronald Polo Rivero*

*Sergio Velarde Vera*