Common use of Obligation of the Underwriters for Purposes of Uruguayan Law Clause in Contracts

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Head of Debt Management Office The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated: June 21, 2007 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 000-0000 Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 and December 26 of each year, beginning December 26, 2007, with a final interest payment on the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or integral multiples thereof. Underwriting Commission 0.025% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollar) Initial public offering price: US$ 500,000,000 (plus accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 26, 2007 in New York City

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

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Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a16(a) hereof under the laws of the Republic, the Underwriters and Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof), to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic Republic, Banco Central, as financial agent of the Republic, and the UnderwritersUnderwriter. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Title: Head of Debt Management Office The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED Division Manager By: /s/ Xxxxx Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Legal Adviser BANCO CENTRAL DEL URUGUAY By: /s/ Axxxx Xxxxxxxxx Name: Xxxxx Axxxx Xxxxxxxxx Title: Managing Director Division Manager By: /s/ Xxxxxx Xxxxxx Dxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Dxxxxx Xxxxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES Legal Adviser Accepted, on behalf of themselves CITIGROUP GLOBAL MARKETS INC. By: /s/ Cxxxxxxxxxx Xxxxxxx Xxxxxx Name: Cxxxxxxxxxx Xxxxxxx Xxxxxx Title: Managing Director 20 ABN AMRO Incorporated By: /s/ Xxxxxx Xxxxxxx Pxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Pxxxx Xxxxxxxxx Title: Director By: /s/ Cxxxxx Xxxxxx Name: Cxxxxx Xxxxxx Title: Vice President SCHEDULE I Underwriting Agreement dated: June 21, 2007 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Fax: (000) 000-0000 Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Cxxxxxxxxxx Xxxxxxx ABN AMRO Incorporated 50 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets FaxFax No.: (000) 000-0000 Attention: Cxxxxx Xxxxxx Title and description of Securities: Title: Aggregate Devaluation – Protected Notes due 2000 Xxxxxxxxx principal amountamount of Securities and Additional Securities: Ps. 7,358,700,000 Interest payable from: August 5, 2004 Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 February 4 and December 26 August 4 of each year, beginning December 26February 4, 20072005. Maturity date: February 4, with a final interest payment 2006 Principal: Payable in two equal semi-annual installments on August 4, 2005 and the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian forwith, and registered in the name of a nominee of of, the Depository Trust Company common depositary for Euroclear and Clearstream and in denominations of Uruguayan pesos 1,000 Ps.100,000 or integral multiples thereof. Underwriting Commission 0.025Commission: 0.60% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 $3,376.9322 per bond (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollar) Initial public offering price: US$ 500,000,000 (plus accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 26, 2007 in New York City.

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Cxxxxx Xxxxxxx Name: Xxxxxx Cxxxxx Xxxxxxx Title: Head of Director, Debt Management Office The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO CITIGROUP GLOBAL MARKETS INC. By: /s/ Cxxxx Xxxxxxx Name: Cxxxx Xxxxxxx Title: Managing Director MXXXXX SXXXXXX & CO. INCORPORATED By: /s/ Fxxxxxxxx X. Xxxxx Xxxxxxxxx Name: Fxxxxxxxx X. Xxxxx Xxxxxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxx Mxxxxxx Xxxxxx Name: Xxxxxx Mxxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK UBS SECURITIES INC. LLC By: /s/ Xxxxxxx Xxxxxx Hx Xxxx Name: Xxxxxxx Xxxxxx Hx Xxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director SCHEDULE I Underwriting Agreement dated: June 21October 19, 2007 2006 Indenture: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America General Counsel Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx (000) 000-0000 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Global Capital Markets Fax: (000)-000-0000 UBS Securities LLC 600 Xxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 XXX Attention: Debt Capital Markets Fax: (000) 000000)-000-0000 Title and description of Securities: Title: Aggregate 7.625% Bonds due 2000 Xxxxxxxxx principal amount: US$500 million 7.625% Bonds due 2036 Interest payable from: Interest payment dates: Maturity date: 3.70% UI Interest on the 2036 Bonds due 2037 Ps. 11,933,750,000 June 26to be paid from September 21, 2007 June 26 2006 and December 26 on March 21 and September 21 of each year, beginning December 26on March 21, 2007, 2007 with a final interest payment on the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purposeMaturity date: The 2036 Global Bonds will mature on March 21, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or integral multiples thereof. Underwriting Commission 0.025% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollar) Initial public offering price: US$ 500,000,000 (plus accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 26, 2007 in New York City2036.

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Head of Director, Debt Management Office The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxxx Xxxx Title: Director SCHEDULE I Underwriting Agreement dated: June 21Xxxxx 00, 2007 Indenture0000 Xxxxxxxxx: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. The Underwriters and their addresses: ABN AMRO Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxx 00xx Xxxxxx Four World Financial Center, 7th Floor Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Latin America Capital Markets – Latin America Fax: (000) 000-0000 Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 000-0000 Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.704.25% UI Bonds due 2037 2027 Ps. 11,933,750,000 June 2612,135,000,000 April 3, 2007 June 26 April 5 and December 26 October 5 of each year, beginning December 26October 5, 2007, with a final interest payment on the maturity date June 26April 5, 2037 2027 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26April 3, 2007 to its repayment date, will be made in three equal installments on June 26April 5, 20352025, June 26April 5, 2036 2026 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.68461.6401, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.704.25% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 1.6401 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or integral multiples thereof. Underwriting Commission 0.0250.05% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 499,750,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 24.27 per U.S. dollar) Initial public offering price: US$ 500,000,000 (plus accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 26April 3, 2007 in New York CityCity Listing: Application will be made to admit the Securities to the Official List of the United Kingdom Listing Authority and to admit the Securities to trading on the regulated market of the London Stock Exchange. Calculation Agent The Bank of New York SCHEDULE II Underwriters Securities % Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Ps. 6,067,500,000 50% Deutsche Bank Securities Inc. Ps. 6,067,500,000 50% Total Ps. 12,135,000,000 100% SCHEDULE III

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Arbeleche Name: Xxxxxx Xxxxxxx Arbeleche Title: Head Director of Debt Management Office Unit The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Xxxxxxxxx Title: Executive Director SCHEDULE I Underwriting Agreement dated: June 2110, 2007 2014 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York Mellon (formerly The Bank of New York), as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx HSBC SECURITIES (USA) INC. 000 Xxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 XXX Xxxxxx Xxxxxx of America Fax No: 000-000-0000 Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Transaction Management Group X.X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 XXX United States of America Fax No: +0-000-000-0000 Attention: Latin America Debt Capital Markets Fax: (000) 000-0000 Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.705.100% UI USD Bonds due 2037 Ps. 11,933,750,000 2050 U.S.$ 2,000,000,000 June 2618, 2007 2014 June 26 18 and December 26 18 of each year, beginning December 2618, 20072014, with a final interest payment on the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, which will be made June 18, 2050. Principal will be repaid in three nominally equal installments on June 2618, 20352048, June 2618, 2036 2049 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrearsarrears on June 18 and December 18 of each year, commencing on December 18, 2014. Each of the interest payments will be payable at an annual rate of 3.705.100% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing DateSecurities. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation dateSch. I-21 Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or U.S.$1.00 and integral multiples of U.S.$1.00 in excess thereof. Underwriting Commission 0.0250.095% of the aggregate principal amount of Securities payable in United States Dollars Purchase Price for the Underwriters (less the Underwriting Commission): US$ 499,875,000 U.S.$1,993,200,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollarless U.S.$1,900,000) Initial public offering price: US$ 500,000,000 99.660% (plus accrued interest, if anyany from June 18, 2014) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 2618, 2007 2014 in New York CityCity Listing: Application has been made to admit the Securities to the Luxembourg Stock Exchange and to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. Trustee The Bank of New York Mellon SCHEDULE II Underwriters Securities % HSBC Securities (USA) Inc. X.X. Xxxxxx Securities LLC U.S.$1,000,000,000 U.S.$1,000,000,000 50% 50% Total U.S.$2,000,000,000 100% Sch. II-231 SCHEDULE III Selling Restrictions General By their purchase and acceptance of the Securities issued under this Agreement to which these selling restrictions are scheduled, the Underwriters represent, warrant and agree that they will observe all applicable laws and regulations in any jurisdiction in which they may offer, sell or deliver Securities; and they will not directly or indirectly offer, sell, resell, reoffer or deliver Securities or distribute any prospectus, circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result in compliance with all applicable laws and regulations, and all actions or measures so taken shall be at the sole expense of the Underwriters. The Underwriters also acknowledge and agree that they are not authorized to give any information on or to make any representation not contained in the Final Prospectus or the Disclosure Package in connection with the offer and sale of the Securities. No action has been or will be taken by the Underwriters or the Republic that would permit a public offering of the Securities or possession or distribution of the Final Prospectus, the Disclosure Package, or any other offering or publicity material relating to the Securities, in any country or jurisdiction in which action for that purpose is required (other than the United States). Except for registration under the Securities Act and compliance with the rules and regulations thereunder and the qualification of the Securities for offer and sale under the laws of such jurisdictions as the Underwriters and the Republic may agree to pursuant to Section 7(A)(f) hereof, the Republic shall not have any responsibility for obtaining, and the Underwriters agree with the Republic that they and their respective affiliates will obtain, any consent, approval or authorization required for the purchase, offer, sale or delivery by them of any of the Securities under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the Securities. The United States of America The Underwriters, on behalf of themselves and their affiliates that participate in the distribution of the Securities, represent and agree that they and each such affiliate have complied with all applicable provisions of the Securities Act, the United States Securities Exchange Act of 1934, as amended, and applicable Blue Sky or state securities laws. Austria The information in the prospectus supplement does not constitute a public offering (öffentliches Angebot) to investors in Austria and must not be used in conjunction with a public offering pursuant to the Austrian Capital Market Act (Kapitalmarktgesetz) in Austria. No prospectus pursuant to the Austrian Capital Market Act (Kapitalmarktgesetz) has been or will be approved (gebilligt) by or notified (notifiziert) to the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) and no such prospectus has been or will be published in Austria in any way which would constitute a public offering under Austrian law (whether presently or in the future), nor has or will such prospectus be deposited with the filing office (Meldestelle of Oesterreichische Kontrollbank AG. As no public offering will be made in Austria, no prospectus is required in accordance with Directive 2003/71/EC. Sch. III-1 Bahamas The Securities are being offered and sold only to Accredited Investors (as defined in the Securities Industry Regulations, 2012) and will be subject to the resale restrictions contained in Regulation 117. As a condition of the purchase of the Securities, each purchaser will be required to execute and deliver to Uruguay an affidavit attesting to the purchaser’s status as an Accredited Investor and acknowledging that the Bond purchased are subject to restrictions on resale. Canada The Securities may be sold only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus and Registration Exemptions and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Securities must be made in accordance with an exemption from the prospectus requirements and in compliance with the registration requirements of applicable securities laws. Denmark The prospectus supplement does not constitute a prospectus under Danish law and has not been filed with or approved by the Danish Financial Supervisory Authority as the prospectus supplement has not been prepared in the context of a public offering of securities in Denmark within the meaning of the Danish Securities Trading Act or any Executive Orders issued pursuant thereto. Accordingly, the prospectus supplement may not be made available to any other person in Denmark nor may the Securities otherwise be marketed and offered for sale in Denmark other than in circumstances which are exempt from the requirement to publish a prospectus in Denmark. European Economic Area The prospectus supplement has been prepared on the basis that the offer and sale of the Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of the Securities, may only do so in circumstances in which no obligation arises for Uruguay or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither Uruguay nor the underwriters have authorized, nor do they authorize, the making of any offer of Securities in circumstances in which an obligation arises for Uruguay or any of the underwriters to publish a prospectus for such offer. In relation to each Relevant Member State with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), no offer to the public of the Securities has been or will be made in that Relevant Member State other than:

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Mxxxx Xxxxxxx Name: Xxxxxx Mxxxx Xxxxxxx Title: Head Vice Minister of Economy and Finance By: /s/ Cxxxxx Xxxxxxx Name: Cxxxxx Xxxxxxx Title: Director, Debt Management Office The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxxxx Cxxxx Xxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Cxxxx Xxxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Mxxxxxxx Xxxxxx Name: Xxxxxxx Mxxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Dxxxxxx Xxxx Name: Xxxxxx Xxxxxxx Dxxxxxx Xxxx Title: Director SCHEDULE I Underwriting Agreement dated: June 21September 7, 2007 2006 Indenture: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America General Counsel Fax: (000) 000-0000 Deutsche Bank Securities Inc. 00 60 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 000-0000 Title and description of Securities: Title: Aggregate 5.00% UI Bonds due 2000 Xxxxxxxxx principal amount: Ps. 9,560,000,000 Interest payable from: September 14, 2006 Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 March 14 and December 26 September 14 of each year, beginning December 26March 14, 2007, with a final interest payment on the maturity date June 26Maturity date: September 14, 2037 2018 Payment of Principal: Principal, Amounts due in respect of principal will be paid in full at maturity. The redemption amount (or early redemption amount) will be equal to the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from June 26the Closing Date through the maturity date or the date of such early redemption, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollarsas applicable. For this purpose, the calculation agent Calculation Agent will multiply the outstanding principal amount of the Bonds being repaid Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment applicable maturity or redemption date and the denominator of which is Ps. 1.68461.5817, being the value of one UI expressed in Uruguayan pesos on the date of issuance as of the BondsClosing Date. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.705.00% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 1.5817, the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 10,000 or integral multiples thereof. Underwriting Commission 0.0250.125% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 US$399,500,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 23.900 per U.S. dollar) Initial public offering price: US$ 500,000,000 US$400,000,000 (plus inclusive of accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 10 A.M. (New York City time) on June 26September 14, 2007 2006 in New York CityCity Listing: Application has been made to admit the Securities to the Official List of the United Kingdom Listing Authority and to admit the Securities to trading on the regulated market of the London Stock Exchange. Calculation Agent The Bank of New York SCHEDULE II Underwriters Securities % Citigroup Global Markets Inc. Ps. 4,780,000,000 50 Deutsche Bank Securities Inc. Ps. 4,780,000,000 50 Total Ps. 9,560,000,000 100 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a16(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c8(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Hxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Hxxxxx Xxxxx Title: Head Director of Debt Management Office Unit The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Bxxxx X. Xxxxxxxxx Name: Xxxxx Bxxxx X. Xxxxxxxxx Title: Managing director HSBC SECURITIES (USA) INC. By: /s/ Lxxx Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Vice President ITAU BBA USA SECURITIES, INC. By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Jxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxx Jxxx X. Xxxxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated: June 21October 19, 2007 2015 Indenture: Indenture, dated as of May 29October 27, 20032015, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, Issuer and The Bank of New YorkYork Mellon, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx CITIGROUP GLOBAL MARKETS INC. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 XXX United States of America Fax No: +0-000-000-0000 Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx General Counsel HSBC SECURITIES (USA) INC. 400 Xxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 XXX Xxxxxx Xxxxxx of America Fax No: +0-000-000-0000 Attention: Latin America Transaction Management Group ITAU BBA USA SECURITIES, INC. 700 0xx Xxx., 00xx El. Nxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx xx Xxxxxxx Fax No: +0-000-000-0000 Attention: Debt Capital Markets Fax: (000) 000-0000 Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.704.375% UI USD Bonds due 2037 Ps. 11,933,750,000 June 262027 U.S.$1,700,000,000 October 19, 2007 June 26 2015 April 27 and December 26 October 27 of each year, beginning December 26April 27, 20072016, with a final interest payment on the maturity date June 26date, 2037 which will be October 27, 2027. Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, Principal will be made repaid in three nominally equal installments on June 26October 27, 20352025, June 26October 27, 2036 2026 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Interest: Amounts due in respect of interest will be accrued and paid semi-annually in arrearsarrears on April 27 and October 27 of each year, commencing on April 27, 2016. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing DateSecurities. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the The Depository Trust Company and in denominations of Uruguayan pesos 1,000 or U.S.$1.00 and integral multiples of U.S.$1.00 in excess thereof. Underwriting Commission 0.025Commission: 0.095% of the aggregate principal amount of Securities payable in United States Dollars Purchase Price for the Underwriters (less the Underwriting Commission): US$ 499,875,000 U.S.$ 1,685,380,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollarless U.S.$ 1,615,000) Initial public offering price: US$ 500,000,000 99.140% (plus accrued interest, if any, from October 27, 2015) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. 10:00a.m. (New York City time) on June 26October 27, 2007 2015 in New York CityCity Listing: Application has been made to admit the Securities to the Luxembourg Stock Exchange and to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. Trustee: The Bank of New York Mellon Sch. I-2 SCHEDULE II Underwriters Securities Citigroup Global Markets Inc. U.S.$ 566,667,000 HSBC Securities (USA) Inc. U.S.$ 566,667,000 Itau BBA USA Securities, Inc. U.S.$ 566,666,000 Total U.S.$ 1,700,000,000 Sch. II-1 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Reopening Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx /s/Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Head Minister of Debt Management Office Economy and Finance The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director SANTANDER INVESTMENT SECURITIES INC. By: /s/ Xxx Xxxxxxxxxxxx Name: Xxx Xxxxxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INCXxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxx, Xx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director Senior Vice President SCHEDULE I Underwriting Agreement dated: June 21February 23, 2007 2015 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York Mellon (formerly The Bank of New York), as trustee. The Underwriters and their addresses: ABN AMRO Incorporated XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED 00 Xxxx 00xx Xxxxxx Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin Xxx Xxxx 10020 United States of America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets FaxFacsimile: (000) 000-0000 Attn: High Grade Debt Capital Markets XXXXXX XXXXXXX & CO. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Facsimile: (000) 000-0000 Attn: LATAM Fixed Income Capital Markets Desk SANTANDER INVESTMENT SECURITIES INC. 00 Xxxx 00xx Xxxxxx-00xx Xxxxx Xxx Xxxx, Xxx Xxxx 10022 United States of America Facsimile: (000) 000-0000 Attn: Debt Capital Markets Department Title and description of Reopening Securities: Title: U.S.$1,200,000,000 5.100% USD Bonds due 2050 (to constitute a further issuance of, be consolidated, form a single series, and be fully fungible on the settlement date with Uruguay’s outstanding U.S.$2,000,000,000 5.100% USD Bonds due 2050 issued on June 18, 2014). Aggregate principal amount: U.S.$1,200,000,000 Interest payable from: December 18, 2014 Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 18 and December 26 18 of each year, beginning December 26June 18, 20072015, with a final interest payment on the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, which will be made June 18, 2050. Maturity date: June 18, 2050 Payments of Principal Principal will be repaid in three nominally equal installments on June 2618, 20352048, June 2618, 2036 2049 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrearsarrears on June 18 and December 18 of each year, commencing on June 18, 2015. Each of the interest payments will be payable at an annual rate of 3.705.100% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing DateReopening Securities. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or U.S.$1.00 and integral multiples of U.S.$1.00 in excess thereof. Underwriting Commission 0.0250.095% of the aggregate principal amount of Reopening Securities payable in United States Dollars Dollars. Purchase Price for the Underwriters (less the Underwriting Commission): US$ 499,875,000 U.S.$1,216,728,000, plus accrued interest of U.S.$11,560,000 from December 18, 2014 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Psless U.S.$1,140,000). 23.8675 per U.S. dollar) Initial public offering price: US$ 500,000,000 101.394% (plus accrued interest, if anyany from (and including) December 18, 2014 to (but excluding) February 26, 2015, the date the Republic expects to deliver the Reopening Securities, and any additional interest from February 26, 2015, if settlement occurs after that date. Purchasers of the Reopening Securities will be entitled to receive the full amount of the next semi-annual regular interest payment on June 18, 2015. Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June February 26, 2007 2015 in New York City. Listing: Application will be made to admit the Reopening Securities to the Luxembourg Stock Exchange and to have the Reopening Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. Trustee The Bank of New York Mellon Sch. I-3 SCHEDULE II Underwriters Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. .......................................... Xxxxxx Xxxxxxx & Co. LLC.......................................... Santander Investment Securities Inc. ………………….. U.S.$ 400,000,000 U.S.$ 400,000,000 U.S.$ 400,000,000 Total U.S.$1,200,000,000 Sch. II-1 SCHEDULE III Selling Restrictions General By their purchase and acceptance of the Reopening Securities issued under this Agreement to which these selling restrictions are scheduled, the Underwriters represent, warrant and agree that they will observe all applicable laws and regulations in any jurisdiction in which they may offer, sell or deliver Reopening Securities; and they will not directly or indirectly offer, sell, resell, reoffer or deliver Reopening Securities or distribute any prospectus, circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result in compliance with all applicable laws and regulations, and all actions or measures so taken shall be at the sole expense of the Underwriters. The Underwriters also acknowledge and agree that they are not authorized to give any information on or to make any representation not contained in the Final Prospectus or the Disclosure Package in connection with the offer and sale of the Reopening Securities. No action has been or will be taken by the Underwriters or the Republic that would permit a public offering of the Reopening Securities or possession or distribution of the Final Prospectus, the Disclosure Package, or any other offering or publicity material relating to the Securities, in any country or jurisdiction in which action for that purpose is required (other than the United States). Except for registration under the Securities Act and compliance with the rules and regulations thereunder and the qualification of the Reopening Securities for offer and sale under the laws of such jurisdictions as the Underwriters and the Republic may agree to pursuant to Section 7(A)(f) hereof, the Republic shall not have any responsibility for obtaining, and the Underwriters agree with the Republic that they and their respective affiliates will obtain, any consent, approval or authorization required for the purchase, offer, sale or delivery by them of any of the Reopening Securities under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the Reopening Securities. The United States of America The Underwriters, on behalf of themselves and their affiliates that participate in the distribution of the Reopening Securities, represent and agree that they and each such affiliate have complied with all applicable provisions of the Securities Act, the Exchange Act, and applicable Blue Sky or state securities laws. Notice to Prospective Investors in the European Economic Area This prospectus has been prepared on the basis that any offer of Bonds in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Bonds. Accordingly any person making or intending to make an offer in that Member State of Bonds which are the subject of the offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for Uruguay or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither Uruguay nor the underwriters have authorized, nor do they authorize, the making of any offer of Bonds in circumstances in which an obligation arises for Uruguay or the underwriters to publish a prospectus for such offer. In relation to each Member State of the European Economic Area, with effect from and including the date on which the Prospectus Directive was implemented in that Member State (the “Relevant Implementation Date”), an offer to the public of any Bonds which are the subject of the offering contemplated by this prospectus supplement (the “Securities”) may not be made in that Member State except that an offer to the public in that Member State may be made at any time with effect from and including the Relevant Implementation Date under the following exemptions under the Prospectus Directive:

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxx Title: Head Minister of Debt Management Office Economy and Finance Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK BNP PARIBAS SECURITIES INCCORP. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director – Latin American – Debt Capital Markets CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx M. Xxxxxxxxxxx Xxxxxxx Name: Xxxxxx M. Xxxxxxxxxxx Xxxxxxx Title: Managing Director Underwriting Agreement SCHEDULE I Underwriting Agreement dated: June 21November 13, 2007 2012 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York Mellon (formerly The Bank of New York), as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx BNP PARIBAS SECURITIES CORP. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin Xxxxxx Xxxxxx of America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx 000-000-0000 Attention: Syndicate Desk CITIGROUP GLOBAL MARKETS INC. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 XXX AttentionXxxxxx Xxxxxx of America Fax No: Latin America Debt Capital Markets Fax: (000) -000-0000 Attention: General Counsel Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.704.125% UI USD Bonds due 2037 Ps. 11,933,750,000 June 262045 U.S. $500,000,000 November 20, 2007 June 26 2012 May 20 and December 26 November 20 of each year, beginning December 26May 20, 20072013, with a final interest payment on the maturity date June 26date, 2037 which will be November 20, 2045. Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, Principal will be made repaid in three nominally equal installments on June 26November 20, 20352043, June 26November 20, 2036 2044 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrearsarrears on May 20 and November 20 of each year, commencing on May 20, 2013. Each of the interest payments will be payable at an annual rate of 3.704.125% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing DateSecurities. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or U.S.$1.00 and integral multiples of U.S.$1.00 in excess thereof. Underwriting Commission 0.0250.095% of the aggregate principal amount of Securities payable in United States Dollars Purchase Price for the Underwriters (less the Underwriting Commission): US$ 499,875,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollar) US$499,525,000 Initial public offering price: US$ 500,000,000 100% (plus accrued interest, if anyany from November 20, 2012) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 26November 20, 2007 2012 in New York CityCity Listing: Application will be made to admit the Securities to the Official List of the United Kingdom Listing Authority and to the regulated market of the London Stock Exchange. Trustee The Bank of New York Mellon SCHEDULE II Underwriters Securities % BNP Paribas Securities Corp. U.S.$250,000,000 50% Citigroup Global Markets Inc. U.S.$250,000,000 50% Total U.S.$500,000,000 100% SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof), to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic Republic, Banco Central, as financial agent for the Republic, and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Title: Head of Debt Management Office Division Manager By: /s/ Vxxxxxx Xxxxx Name: Vxxxxxx Xxxxx Title: Legal Advisor BANCO CENTRAL DEL URUGUAY By: /s/ Axxxx Xxxxxxxxx Name: Axxxx Xxxxxxxxx Title: Division Manager By: /s/ Vxxxxxx Xxxxx Name: Vxxxxxx Xxxxx Title: Legal Advisor The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED Deutsche Bank Securities Inc. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx /s/Mxxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Mxxxxxx Xxxxxx Title: Managing Director By: /s/ /s/Dxxxxxx Xxxx Name: Dxxxxxx Xxxx Title: Director UBS Securities LLC By: /s/Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Managing Director— Latin American — Debt Capital Markets By: /s/Jxxxx Xxxxxxx Name: Xxxxxx Jxxxx Xxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated: June 21January 24, 2007 2006 Indenture: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. trustee The Underwriters and their addresses: ABN AMRO Incorporated 00 Deutsche Bank Securities Inc. 60 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Debt Capital Markets – Latin America Fax: Deutsche Bank Fax 200-000-0000 UBS Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx LLC 600 Xxxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 200-000-0000 Title and description of Securities: Title: Aggregate 8.00% Bonds due 2000 Xxxxxxxxx principal amount: US$500,000,000 Interest payable from: November 18, 2006 Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 May 18 and December 26 November 18 of each year, beginning December 26May 18, 20072006, with a final interest payment on the maturity date June 26Maturity date: November 18, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. 2022 Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or US$100,000 and integral multiples thereof. of US$1,000 in excess thereof Underwriting Commission 0.0250.25% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 105.783% per bond (using the exchange rate for conversion inclusive of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollaraccrued interest) Initial public offering price: US$ 500,000,000 106.033% per bond (plus inclusive of accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 10 A.M. (New York City time) on June 26January 27, 2007 2006 in New York CityCity Listing: Application has been made to admit the Securities to the Official List of the United Kingdom Listing Authority. SCHEDULE II Underwriters Securities % Deutsche Bank Securities Inc. US$ 250,000,000 50 UBS Securities LLC US$ 250,000,000 50 Total US$ 500,000,000 100 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic Republic, Banco Central, as financial agent for the Republic, and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Title: Head of Debt Management Office Division Manager By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Legal Advisor BANCO CENTRAL DEL URUGUAY By: /s/ Axxxx Xxxxxxxxx Name: Axxxx Xxxxxxxxx Title: Division Manager By: /s/ Dxxxxx Xxxxxxxx Name: Dx. Xxxxxx Xxxxxxxx Title: Legal Advisor The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxx Jxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx Jxxx X. Xxxxxxxx Title: Managing Director MXXXXX SXXXXXX & CO. INCORPORATED By: /s/ Xxxxxx Xxxxxxx Cxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Cxxxxxx Xxxxx Title: Executive Director SCHEDULE I Underwriting Agreement dated: June 21Mxxxx 00, 2007 Indenture0000 Xxxxxxxxx: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America General Counsel Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx 600-0000000 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Global Capital Markets Fax: (000) 000Fax 200-0000 0000000 Title and description of Securities: Title: Aggregate 7.625% Bonds due 2000 Xxxxxxxxx principal amount: US$500,000,000 Interest payable from: Interest Mxxxx 00, 0000 Xxxxxxxx payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 March 21 and December 26 September 21 of each year, beginning December 26September 21, 20072006, with a final interest payment on the maturity date June 26Maturity date: March 21, 2037 2036 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, Amounts due in respect of principal will be made paid in three equal installments on June 26March 21, 20352034, June 26March 21, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date 2035 and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation maturity date. Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or US$100,000 and integral multiples of US$1,000 in excess thereof. Underwriting Commission 0.0250.175% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 99.825% per bond (using the exchange rate for conversion inclusive of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollaraccrued interest) Initial public offering price: US$ 500,000,000 100% per bond (plus inclusive of accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 10 A.M. (New York City time) on June 26March 21, 2007 2006 in New York CityCity Listing: Application has been made to admit the Securities to the Official List of the United Kingdom Listing Authority. SCHEDULE II Underwriters Securities % Citigroup Global Markets Inc. US$250,000,000 50 Mxxxxx Sxxxxxx & Co. Incorporated US$250,000,000 50 Total US$500,000,000 100 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxx Title: Head Minister of Debt Management Office Economy and Finance The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK Director, Debt Syndicate By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director, Debt Syndicate HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxx Xxxx X. Xxxx Name: Xxxxxxx Xxxxxx Xxxx X. Xxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director Vice President SCHEDULE I Underwriting Agreement dated: June 21August 6, 2007 2013 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York Mellon (formerly The Bank of New York), as trustee. The Underwriters and their addresses: ABN AMRO Incorporated DEUTSCHE BANK SECURITIES INC. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 XXX United States of America Fax No: 000-000-0000 Attention: Fixed Income Debt Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Syndicate HSBC SECURITIES (USA) INC. 000 Xxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 XXX AttentionXxxxxx Xxxxxx of America Fax No: Latin America Debt Capital Markets Fax: (000) -000-0000 Attention: Transaction Management Group Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.704.500% UI USD Bonds due 2037 Ps. 11,933,750,000 June 262024 U.S.$2,000,000,000 August 14, 2007 June 26 2013 February 14 and December 26 August 14 of each year, beginning December 26February 14, 20072014, with a final interest payment on the maturity date June 26date, 2037 which will be August 14, 2024. Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, Principal will be made repaid in three nominally equal installments on June 26August 14, 20352022, June 26August 14, 2036 2023 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrearsarrears on February 14 and August 14 of each year, commencing on February 14, 2014. Each of the interest payments will be payable at an annual rate of 3.704.500% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing DateSecurities. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or U.S.$1.00 and integral multiples of U.S.$1.00 in excess thereof. Underwriting Commission 0.0250.095% of the aggregate principal amount of Securities payable in United States Dollars Purchase Price for the Underwriters (less the Underwriting Commission): US$ 499,875,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollar) U.S.$1,994,760,000 Initial public offering price: US$ 500,000,000 99.833% (plus accrued interest, if anyany from August 14, 2013) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 26August 14, 2007 2013 in New York CityCity Listing: Application has been made to admit the Securities to the Luxembourg Stock Exchange and to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. Trustee The Bank of New York Mellon SCHEDULE II Underwriters Securities % Deutsche Bank Securities Inc. U.S.$ 1,000,000,000 50 % HSBC Securities (USA) Inc. U.S.$ 1,000,000,000 50 % Total U.S.$ 2,000,000,000 100 % Sch. II-1 SCHEDULE III Selling Restrictions General By their purchase and acceptance of the Securities issued under this Agreement to which these selling restrictions are scheduled, the Underwriters represent, warrant and agree that they will observe all applicable laws and regulations in any jurisdiction in which they may offer, sell or deliver Securities; and they will not directly or indirectly offer, sell, resell, reoffer or deliver Securities or distribute any prospectus, circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result in compliance with all applicable laws and regulations, and all actions or measures so taken shall be at the sole expense of the Underwriters. The Underwriters also acknowledge and agree that they are not authorized to give any information on or to make any representation not contained in the Final Prospectus or the Disclosure Package in connection with the offer and sale of the Securities. No action has been or will be taken by the Underwriters or the Republic that would permit a public offering of the Securities or possession or distribution of the Final Prospectus, the Disclosure Package, or any other offering or publicity material relating to the Securities, in any country or jurisdiction in which action for that purpose is required (other than the United States). Except for registration under the Securities Act and compliance with the rules and regulations thereunder and the qualification of the Securities for offer and sale under the laws of such jurisdictions as the Underwriters and the Republic may agree to pursuant to Section 7(A)(f) hereof, the Republic shall not have any responsibility for obtaining, and the Underwriters agree with the Republic that they and their respective affiliates will obtain, any consent, approval or authorization required for the purchase, offer, sale or delivery by them of any of the Securities under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the Securities. The United States of America The Underwriters, on behalf of themselves and their affiliates that participate in the distribution of the Securities, represent and agree that they and each such affiliate have complied with all applicable provisions of the Securities Act, the United States Securities Exchange Act of 1934, as amended, and applicable Blue Sky or state securities laws. Austria The information in the prospectus supplement does not constitute a public offering (öffentliches Angebot) to investors in Austria and must not be used in conjunction with a public offering pursuant to the Austrian Capital Market Act (Kapitalmarktgesetz) in Austria. No prospectus pursuant to the Austrian Capital Market Act (Kapitalmarktgesetz) has been or will be approved (gebilligt) by or notified (notifiziert) to the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) and no such prospectus has been or will be published in Austria in any way which would constitute a public offering under Austrian law (whether presently or in the future), nor has or will such prospectus be deposited with the filing office (Meldestelle) of Oesterreichische Kontrollbank AG. As no public offering will be made in Austria, no prospectus is required in accordance with Directive 2003/71/EC. Bahamas The Securities are being offered and sold only to Accredited Investors (as defined in the Securities Industry Regulations, 2012) and will be subject to the resale restrictions contained in Regulation 117. As a condition of the purchase of the Securities, each purchaser will be required to execute and deliver to Uruguay an affidavit attesting to the purchaser’s status as an Accredited Investor and acknowledging that the Bond purchased are subject to restrictions on resale. Canada The Securities may be sold only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus and Registration Exemptions and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Securities must be made in accordance with an exemption from the prospectus requirements and in compliance with the registration requirements of applicable securities laws. Denmark The prospectus supplement does not constitute a prospectus under Danish law and has not been filed with or approved by the Danish Financial Supervisory Authority as the prospectus supplement has not been prepared in the context of a public offering of securities in Denmark within the meaning of the Danish Securities Trading Act or any Executive Orders issued pursuant thereto. Accordingly, the prospectus supplement may not be made available to any other person in Denmark nor may the Securities otherwise be marketed and offered for sale in Denmark other than in circumstances which are exempt from the requirement to publish a prospectus in Denmark.

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

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Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxx Title: Head Ministry of Debt Management Office Economy and Finance Underwriting Agreement for Reopening The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Managing Director Director, Latin America Credit Markets HSBC SECURITIES (USA) INC. By: /s/ Xxxxxx Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx X. Xxxx Title: Director Authorized Signatory Underwriting Agreement for Reopening SCHEDULE I Underwriting Agreement dated: June 21December 12, 2007 2011 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York Mellon (formerly The Bank of New York), as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx CITIGROUP GLOBAL MARKETS INC. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX AttentionXxxxxx Xxxxxx of America Fax No: Latin America Debt Capital Markets Fax: (000) -000-0000 Attention: General Counsel HSBC SECURITIES (USA) INC. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Fax No: 000-000-0000 Attention: Transaction Management Group Title and description of Securities: Title: Aggregate principal amount: 4.375% UI Global Bonds due 2028 Ps.5,470,000,000 The Securities will be consolidated, form a single series, and be fully fungible with the Republic’s 4.375% UI Global Bonds due 2028 to be issued on December 15, 2011 pursuant to the final prospectus supplement dated December 5, 2011. After giving effect to both offerings, the total amount outstanding of the Republic’s 4.375% UI Global Bonds due 2028 will be Ps.25,376,000,000. In addition, the Securities will be consolidated, form a single series, and be fully fungible with the Republic’s 4.375% UI Global Bonds due 2028 to be issued on December 15, 2011 pursuant to the prospectus supplement dated December 6, 2011 relating to the Republic’s exchange offer. Interest payable from: Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 December 15, 2011 June 26, 2007 June 26 15 and December 26 15 of each year, beginning December 26June 15, 20072012, with a final interest payment on the maturity date June 26date. Maturity date: December 15, 2037 2028 Payment of Principal: PrincipalPrincipal will be repaid in three nominally equal installments on December 15, as 2026, December 15, 2027 and at maturity. The nominal principal amount repaid in each installment will be adjusted to reflect Uruguayan inflation from June 26, 2007 the Closing Date to its the applicable repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 date and at maturity. Principal will be converted to and payment of principal will be made paid in United States U.S. dollars. For this purpose, the calculation agent Calculation Agent will multiply the outstanding principal amount of the Bonds Securities being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the such repayment date and the denominator of which is Ps. 1.6846Ps.2.3121, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the BondsClosing Date. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrearsarrears on June 15 and December 15 of each year, commencing on June 15, 2012. Each of the interest payments will be payable at an annual rate of 3.704.375% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New YorkYork Mellon, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction fraction, the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 Ps.2.3121, being the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States US dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States U.S. dollars at the applicable average interbank exchange rate on for the applicable conversion of Uruguayan pesos into US dollars as published by Banco Central del Uruguay as the bid-side rate calculation for the period of twenty business days ending two business days prior to the relevant payment date. Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or Ps.1.0 and integral multiples thereof. Underwriting Commission 0.0250.095% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 US$274,640,843.30 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 Ps.19.8980 per U.S. dollar) Initial public offering price: US$ 500,000,000 US$274,902,000.20 (plus accrued interest, if anyany from December 15, 2011) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 26December 15, 2007 2011 in New York CityCity Listing: Application will be made to admit the Securities to the Official List of the United Kingdom Listing Authority and to the regulated market of the London Stock Exchange. Calculation Agent The Bank of New York Mellon SCHEDULE II Underwriters Securities % Citigroup Global Markets Inc. Ps. 2,735,000,000 50 % HSBC Securities (USA) Inc. Ps. 2,735,000,000 50 % Total Ps. 5,470,000,000 100 % SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the SecuritiesBonds, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Head Minister of Debt Management Office Economy and Finance, República Oriental del Uruguay The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxxxx Title: Managing Director Latin America Debt Capital Markets BBVA Securities Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxx Xxxxxxx Name: Xxxxxx Xxxx Xxxxxxx Title: Director HSBC SECURITIES (USA) INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice-President SCHEDULE I Underwriting Agreement dated: June 21April 12, 2007 2018 Indenture: Indenture, dated as of May 29October 27, 20032015, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, Issuer and The Bank of New YorkYork Mellon, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank BBVA Securities Inc. 00 Xxxx Xxxxxx0000 Xxxxxx xx Xxxxxxx, 0xx 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 XXX AttentionXxxxxx Xxxxxx of America Fax No: Latin America Debt Capital Markets Fax: +0 (000) 000-0000 Attention: Legal Department Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 United States of America Fax No: +0 (000) 000-0000 Attention: General Counsel HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Fax No: +0 (000) 000-0000 Attention: Transaction Management Group Title and description of SecuritiesBonds: Title: Aggregate U.S.$1,750,000,000 4.975% USD Bonds due 0000 Xxxxxxxxx principal amount: U.S.$1,750,000,000 Interest payable from: April 20, 2018 Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 April 20 and December 26 October 20 of each year, beginning December 26October 20, 20072018, with a final interest payment on the maturity date June 26date. Maturity date: April 20, 2037 2055 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, Principal will be made repaid in three nominally equal installments on June 26April 20, 20352053, June 26April 20, 2036 2054 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or integral multiples thereof. Underwriting Commission 0.025% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollar) Initial public offering price: US$ 500,000,000 (plus accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. (New York City time) on June 26, 2007 in New York City.

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a16(a) hereof under the laws of the Republic, the Underwriters and Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof), to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic Republic, Banco Central, as financial agent for the Republic, and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Title: Head of Debt Management Office Manager Division By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Legal Advisor BANCO CENTRAL DEL URUGUAY By: /s/ Axxxx Xxxxxxxxx Name: Axxxx Xxxxxxxxx Title: Manager Division By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Legal Advisor The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxxxxx M. Cxxxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxxx M. Cxxxxxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INCFor itself and the other several Underwriters, if any, named on Schedule II to the foregoing Agreement. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated: June 21May 10, 2007 2005 Indenture: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. trustee The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 000-0000 Attention: Cxxxxxxxxxx Xxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 4 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Title and description of Securities: Title: Aggregate 9.25% Bonds due 2000 Xxxxxxxxx principal amount: U.S.$300,000,000 Interest payable from: May 17, 2005 Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 May 17 and December 26 November 17 of each year, beginning December 26November 17, 20072005 Maturity date: May 17, with a final interest payment on the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. 2017 Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or US$100,000 and integral multiples thereof. of US$1,000 in excess thereof Underwriting Commission 0.0250.30% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 99.70% per U.S. dollar) bond Initial public offering price: US$ 500,000,000 (plus accrued interest, if any) 100.00% per bond Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. 10 A.M (New York City time) on June 26May 17, 2007 2005 in New York CityCity Listing: Application has been made to list the Securities on the Luxembourg Stock Exchange SCHEDULE II Underwriters Securities Citigroup Global Markets Inc. $ 294,000,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $ 6,000,000 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic Republic, Banco Central, as financial agent for the Republic, and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Cxxxxx Xxxxxxx Name: Xxxxxx Cxxxxx Xxxxxxx Title: Head of Debt Management Office Director BANCO CENTRAL DEL URUGUAY By: /s/ Axxxxxx Xxxxx Name: Axxxxxx Xxxxx Title: Division Manager By: /s/ Dx. Xxxxxx Xxxxxxxx Name: Dx. Xxxxxx Xxxxxxxx Title: Legal Advisor The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx /s/ Cxxxx Xxxxxxx Cxxxx Xxxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxx Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Executive Director By: /s/ Mxxxxxx Xxxxxx Name: Xxxxxx Mxxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director - Latin American - Debt Capital Markets SCHEDULE I Underwriting Agreement dated: June 21July 24, 2007 2006 Indenture: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. trustee The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America General Counsel Fax: Deutsche Bank 600-0000000 UBS Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx LLC 600 Xxxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 200-000-0000 Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.708.00% UI Bonds due 2037 Ps. 11,933,750,000 June 262022 US$500,000,000 May 18, 2007 June 26 2006 November 18 and December 26 May 18 of each year, beginning December 26November 18, 20072006, with a final interest payment on the maturity date June 26November 18, 2037 Payment of Principal2022 Principal amounts: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, Principal amounts due will be made paid in three equal installments on June 26November 18, 20352020, June 26November 18, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date 2021 and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the maturity date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or US$100,000 and integral multiples thereof. of US$1,000 in excess thereof Underwriting Commission 0.025Commission: 0.20% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 100.879% per bond (using the exchange rate for conversion inclusive of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollaraccrued interest) Initial public offering price: US$ 500,000,000 101.079% per bond (plus inclusive of accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 10 A.M. (New York City time) on June 26July 27, 2007 2006 in New York CityCity Listing: Application will be made to admit the Securities to the Official List of the United Kingdom Listing Authority and to trading of the Securities on the regulated market of the London Stock Exchange. SCHEDULE II Underwriters Securities % Citigroup Global Markets Inc. US$ 250,000,000 50 UBS Securities LLC US$ 250,000,000 50 Total US$ 500,000,000 100 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a16(a) hereof under the laws of the Republic, the Underwriters and Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof), to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic Republic, Banco Central, as financial agent for the Republic, and the UnderwritersUnderwriter. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Title: Head of Debt Management Office The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED Division Manager By: /s/ Axxxxxx Xxxxx Name: Axxxxxx Xxxxx Title: Manager BANCO CENTRAL DEL URUGUAY By: /s/ Axxxx Xxxxxxxxx Name: Xxxxx Axxxx Xxxxxxxxx Title: Managing Director Division Manager By: /s/ Xxxxxx Xxxxxx Axxxxxx Xxxxx Name: Xxxxxx Xxxxxx Axxxxxx Xxxxx Title: Managing Director DEUTSCHE BANK SECURITIES Manager Accepted, on behalf of themselves CITIGROUP GLOBAL MARKETS INC. By: /s/ Cxxxxxxxxxx Xxxxxxx Name: Cxxxxxxxxxx Xxxxxxx Title: Managing Director 20 UBS SECURITIES LLC By: /s/ Mxxxxxx Xxxxxx Name: Xxxxxxx Mxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Rxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxx Rxxxxx Xxxxxxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated: June 21, 2007 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Citigroup Global Markets Inc. 388 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets FaxXxx: (000) 000-0000 Attention: Cxxxxxxxxxx Xxxxxxx UBS Securities LLC 677 Xxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Xxx No.: 200-000-0000 Attention: Fixed Income Syndicate Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.7010.50% UI Bonds due 2037 Due 2006. Ps. 11,933,750,000 June 265,589,500,000. October 20, 2007 June 26 2003. April 20 and December 26 October 20 of each year,beginning April 20, beginning December 262004. October 20, 2007, with a final interest payment on the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. 2006 Currency of payment: Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the The Depository Trust Company and in denominations of Uruguayan pesos 1,000 Ps.100,000 or integral multiples thereof. Underwriting Commission 0.0250.60% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 Price: $198,800,000 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps. 23.8675 27.9475 per U.S. dollar) Initial public offering price: US$ 500,000,000 (plus accrued interest, if any) $200,000,000 Manner of payment: Wire transfer of immediately available funds funds. Closing Date, time and location: 10:00 10 A.M. (New York City time) on June 26October 20, 2007 2003 in New York City. Listing: Application has been made to list the bonds on the Luxembourg Stock Exchange. SCHEDULE II Underwriter Securities Citigroup Global Markets Inc. Ps. 5,310,100,000 UBS Securities LLC Ps. 279,400,000 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a16(a) hereof under the laws of the Republic, the Underwriters and Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof), to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic Republic, Banco Central, as financial agent for the Republic, and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Title: Head of Debt Management Office Manager Division By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Legal Advisor BANCO CENTRAL DEL URUGUAY By: /s/ Axxxx Xxxxxxxxx Name: Axxxx Xxxxxxxxx Title: Manager Division By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Legal Advisor The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxxxxx M. Cxxxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxxx M. Cxxxxxxxxxx Xxxxxxx Title: Managing Director Mxxxxx Sxxxxxx & Co. Incorporated By: /s/ Xxxxxx Xxxxxx Cxxxxxx Xxxxx Name: Xxxxxx Xxxxxx Cxxxxxx Xxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director SCHEDULE I Underwriting Agreement dated: June 21May 26, 2007 2005 Indenture: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. trustee The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 000-0000 Attention: Cxxxxxxxxxx Xxxxxxx Xxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Emerging Capital Markets Title and description of Securities: Title: Aggregate 9.25% Bonds due 2000 Xxxxxxxxx principal amount: U.S.$200,000,000 Interest payable from: May 17, 2005 Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 May 17 and December 26 November 17 of each year, beginning December 26November 17, 20072005 Maturity date: May 17, with a final interest payment on the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. 2017 Currency of payment: United States Dollars Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian for, and registered in the name of a nominee of the Depository Trust Company and in denominations of Uruguayan pesos 1,000 or US$100,000 and integral multiples thereof. of US$1,000 in excess thereof Underwriting Commission 0.0250.30% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 102.783% per bond (using the exchange rate for conversion inclusive of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollaraccrued interest) Initial public offering price: US$ 500,000,000 103.083% per bond (plus inclusive of accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. 10 A.M (New York City time) on June 261, 2007 2005 in New York CityCity Listing: Application has been made to list the Securities on the Luxembourg Stock Exchange SCHEDULE II Underwriters Securities Citigroup Global Markets Inc. $ 100,000,000 Mxxxxx Sxxxxxx & Co. Incorporated $ 100,000,000 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a16(a) hereof under the laws of the Republic, the Underwriters and Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof), to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic Republic, Banco Central, as financial agent for the Republic, and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Axxxx Xxxxxxxxx Title: Head of Debt Management Office Manager Division By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Legal Advisor BANCO CENTRAL DEL URUGUAY By: /s/ Axxxx Xxxxxxxxx Name: Axxxx Xxxxxxxxx Title: Manager Division By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Legal Advisor The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED Deutsche Bank AG, London Branch By: /s/ Xxxxx Xxxxxxxxx Matthias von Tiesenhausen Name: Xxxxx Xxxxxxxxx Matthias von Tiesenhausen Title: Managing Director Vice President & Senior Counsel By: /s/ Xxxxxx Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Vice President & Senior Counsel UBS Securities LLC By: /s/ Mxxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Mxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Jxxxx Xxxxxxx Name: Xxxxxx Jxxxx Xxxxxxx Title: Director Commerzbank Aktiengesellschaft Fortis Bank nv-sa By power-of-attorney By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: SCHEDULE I Underwriting Agreement dated: June 21July 19, 2007 2005 Indenture: Indenture, Indenture dated as of May 29, 2003, 2003 among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. trustee The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Deutsche Bank AG, London Branch Winchester House, 1 Great Wxxxxxxxxx Xxxxxx Xxx Xxxxxx XX0X 0XX Xxxxxxx UBS Securities LLC 600 Xxxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Commerzbank Aktiengesellschaft Kxxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Fortis Bank Securities Inc. 00 nv-sx Xxxxxxxx xx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 000-0 0000 Xxxxxxxx Xxxxxxx Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.706.875% UI Bonds due 2037 Ps. 11,933,750,000 June 2016 EUR300,000,000 July 26, 2007 June 26 and December 2005 July 26 of each year, beginning December July 26, 20072006, with a the exception of the final interest payment on coupon payable upon the maturity date June 26January 19, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal amount of the Bonds being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of the repayment date and the denominator of which is Ps. 1.6846, being the value of one UI expressed in Uruguayan pesos on the date of issuance of the Bonds. Payment of Interest Amounts due in respect of interest will be paid semi-annually in arrears. Each of the interest payments will be payable at an annual rate of 3.70% on the outstanding principal amount of the Securities as adjusted to reflect Uruguayan inflation from the Closing Date through the relevant interest payment date. For this purpose, The Bank of New York, as the Calculation Agent, will multiply the outstanding principal amount of the Securities in Uruguayan pesos by a fraction the numerator of which is the value of one UI expressed in Uruguayan pesos as of the relevant interest payment date and the denominator of which is Ps. 1.6846 the value of one UI expressed in Uruguayan pesos on the Closing Date. Interest on the Securities will be calculated on the basis of a 360-day year of twelve 30-day months. Conversion of Payment Amounts All amounts due in respect of principal and interest will be paid in United States dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into United States dollars at the applicable exchange rate on the applicable rate calculation date. 2016 Currency of payment: Euro Form(s) and denomination(s): United States Dollars One or more global securities deposited with a custodian forThe Bank of New York Depositary (Nominees) Limited, as common depositary, and registered in the name of a nominee of the Depository Trust Company common depositary and in denominations of Uruguayan pesos 1,000 or EUR50,000 and integral multiples thereof. of EUR1,000 in excess thereof Underwriting Commission 0.0250.30% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$ 499,875,000 99.70% per bond (using the exchange rate for conversion inclusive of Uruguayan pesos into U.S. dollars of Ps. 23.8675 per U.S. dollaraccrued interest) Initial public offering price: US$ 500,000,000 100.00% per bond (plus inclusive of accrued interest, if any) Manner of payment: Wire transfer of immediately available funds Closing Date, time and location: 10:00 A.M. 10 A.M (New York City time) on June July 26, 2007 2005 in New York CityCity Listing: Application has been made to admit the Securities to the Official List of the United Kingdom Listing Authority and to trading on the regulated market of the London Stock Exchange SCHEDULE II Underwriters Securities Deutsche Bank AG, London Branch EUR149,000,000 UBS Securities LLC EUR149,000,000 Commerzbank Aktiengesellschaft EUR1,000,000 Fortis Bank nv-sa EUR1,000,000 SCHEDULE III Selling Restrictions

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

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