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/ Xxxxxxx Arbeleche Name: Xxxxxxx Arbeleche Title: Debt Management Unit Director Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date hereof CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director, Latin America Credit Markets HSBC SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Underwriting Agreement SCHEDULE I Underwriting Agreement dated: December 5, 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: CITIGROUP GLOBAL MARKETS INC. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Xxxxxx Xxxxxx of America Fax No: 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: Interest payable from: Interest payment dates: Maturity date: 4.375% UI Global Bonds due 2028 Ps.19,906,000,000.00 December 15, 2011 June 15 and December 15 of each year, beginning June 15, 2012, with a final interest payment on the maturity date December 15, 2028 Payment of Principal: Principal will be repaid in three nominally equal installments on December 15, 2026, December 15, 2027 and at maturity. The nominal principal amount repaid in each installment will be adjusted to reflect Uruguayan inflation from the Closing Date to the applicable repayment date and will be converted to and paid in U.S. dollars. For this purpose, the Calculation Agent will multiply the outstanding principal amount of the Securities being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of such repayment date and the denominator of which is Ps.2.3121, being the value of one UI expressed in Uruguayan pesos on the Closing Date. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrears 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 4.375% 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 York Mellon, 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.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 US dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into U.S. dollars at the average interbank exchange rate for the conversion of Uruguayan pesos into US dollars as published by Banco Central del Uruguay as the bid-side rate for the period of twenty business days ending two business days prior to the relevant payment 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 Ps.1.0 and integral multiples thereof. Underwriting Commission 0.095% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$999,451,668.51 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps.19.8980 per U.S. dollar) Initial public offering price: US$1,000,402,050.46 (plus accrued interest, if any 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 December 15, 2011 in New York City 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. 9,953,000,000 50 % HSBC Securities (USA) Inc. Ps. 9,953,000,000 50 % Total Ps. 19,906,000,000.00 100 % SCHEDULE III Selling Restrictions
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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 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/ Xxxxxxx Arbeleche Xxxxxx Xxxxxx Name: Xxxxxxx Arbeleche Xxxxxx Xxxxxx Title: Debt Management Unit Director Underwriting Agreement Minister of Economy and Finance, República Oriental del Uruguay The foregoing Agreement is hereby confirmed and accepted as of the date hereof CITIGROUP GLOBAL MARKETS XXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director SANTANDER INVESTMENT SECURITIES INC. By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx Xxxxxx, Xx. Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director, Latin America Credit Markets HSBC SECURITIES Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxx X. Xxxxx Xxxx XxXxxxx Name: Xxxxx X. Xxxxx Xxxx XxXxxxx Title: Senior Vice President Underwriting Agreement Managing Director & Head SCHEDULE I Underwriting Agreement dated: December 5, 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: CITIGROUP GLOBAL MARKETS INC. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Xxxxxx Xxxxxx of America Fax No: 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: Interest payable from: Interest payment dates: Maturity date: 4.375% UI Global Bonds due 2028 Ps.19,906,000,000.00 December 15, 2011 June 15 and December 15 of each year, beginning June 15, 2012, with a final interest payment on the maturity date December 15, 2028 Payment of Principal: Principal will be repaid in three nominally equal installments on December 15, 2026, December 15, 2027 and at maturity. The nominal principal amount repaid in each installment will be adjusted to reflect Uruguayan inflation from the Closing Date to the applicable repayment date and will be converted to and paid in U.S. dollars. For this purpose, the Calculation Agent will multiply the outstanding principal amount of the Securities being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of such repayment date and the denominator of which is Ps.2.3121, being the value of one UI expressed in Uruguayan pesos on the Closing Date. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrears 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 4.375% 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 York Mellon, 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.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 US dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into U.S. dollars at the average interbank exchange rate for the conversion of Uruguayan pesos into US dollars as published by Banco Central del Uruguay as the bid-side rate for the period of twenty business days ending two business days prior to the relevant payment 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 Ps.1.0 and integral multiples thereof. Underwriting Commission 0.095% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$999,451,668.51 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps.19.8980 per U.S. dollar) Initial public offering price: US$1,000,402,050.46 (plus accrued interest, if any 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 December 15, 2011 in New York City 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. 9,953,000,000 50 % HSBC Securities (USA) Inc. Ps. 9,953,000,000 50 % Total Ps. 19,906,000,000.00 100 % SCHEDULE III Selling RestrictionsI
Appears in 1 contract
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/ Xxxxxxx Arbeleche Name: Xxxxxxx Arbeleche Title: Debt Management Unit Director Minister of Economy and Finance, República Oriental del Uruguay Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date hereof CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxx X. Xxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxx Title: Managing Director, Latin America Credit Markets Director HSBC SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Underwriting Agreement SCHEDULE I Underwriting Agreement dated: December 5Managing Director ITAU BBA USA SECURITIES, 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: CITIGROUP GLOBAL MARKETS INC. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Xxxxxx Xxxxxx of America Fax NoBy: 000-000-0000 Attention/s/ Xxxx X. Xxxxxxxx Name: 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: X. Xxxxxxxx Title: Aggregate principal amountManaging Director By: Interest payable from/s/ Xxxxx Xxxx Name: Interest payment datesXxxxx Xxxx Title: Maturity date: 4.375% UI Global Bonds due 2028 Ps.19,906,000,000.00 December 15, 2011 June 15 and December 15 of each year, beginning June 15, 2012, with a final interest payment on the maturity date December 15, 2028 Payment of Principal: Principal will be repaid in three nominally equal installments on December 15, 2026, December 15, 2027 and at maturity. The nominal principal amount repaid in each installment will be adjusted to reflect Uruguayan inflation from the Closing Date to the applicable repayment date and will be converted to and paid in U.S. dollars. For this purpose, the Calculation Agent will multiply the outstanding principal amount of the Securities being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of such repayment date and the denominator of which is Ps.2.3121, being the value of one UI expressed in Uruguayan pesos on the Closing Date. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrears 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 4.375% 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 York Mellon, 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.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 US dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into U.S. dollars at the average interbank exchange rate for the conversion of Uruguayan pesos into US dollars as published by Banco Central del Uruguay as the bid-side rate for the period of twenty business days ending two business days prior to the relevant payment 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 Ps.1.0 and integral multiples thereof. Underwriting Commission 0.095% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$999,451,668.51 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps.19.8980 per U.S. dollar) Initial public offering price: US$1,000,402,050.46 (plus accrued interest, if any 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 December 15, 2011 in New York City 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 Managing Director SCHEDULE II Underwriters Securities % Citigroup Global Markets Inc. Ps. 9,953,000,000 50 % HSBC Securities (USA) Inc. Ps. 9,953,000,000 50 % Total Ps. 19,906,000,000.00 100 % SCHEDULE III Selling RestrictionsI
Appears in 1 contract
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/ Xxxxxxx Arbeleche Xxxxxx Xxxxx Name: Xxxxxxx Arbeleche Xxxxxx Xxxxx Title: Director of Debt Management Unit Director Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date hereof CITIGROUP GLOBAL MARKETS BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxxx Title: Managing Director, Latin America Credit Markets HSBC Director BNP PARIBAS SECURITIES (USA) INCCORP. By: /s/ Xxxxx X. Xxxxx Xxx Name: Xxxxx X. Xxxxx Xxx Title: Senior Vice President Underwriting Agreement SCHEDULE I Underwriting Agreement datedManaging Director X.X. XXXXXX SECURITIES LLC By: December 5, 2011 Indenture/s/ Xxx Xxxxx-Klarish Name: 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: CITIGROUP GLOBAL MARKETS INC. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Xxxxxx Xxxxxx of America Fax No: 000Xxxxx-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: Klarish Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 4.375% UI Global Bonds due 2028 Ps.19,906,000,000.00 December 15, 2011 June 15 and December 15 of each year, beginning June 15, 2012, with a final interest payment on the maturity date December 15, 2028 Payment of Principal: Principal will be repaid in three nominally equal installments on December 15, 2026, December 15, 2027 and at maturity. The nominal principal amount repaid in each installment will be adjusted to reflect Uruguayan inflation from the Closing Date to the applicable repayment date and will be converted to and paid in U.S. dollars. For this purpose, the Calculation Agent will multiply the outstanding principal amount of the Securities being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of such repayment date and the denominator of which is Ps.2.3121, being the value of one UI expressed in Uruguayan pesos on the Closing Date. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrears 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 4.375% 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 York Mellon, 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.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 US dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into U.S. dollars at the average interbank exchange rate for the conversion of Uruguayan pesos into US dollars as published by Banco Central del Uruguay as the bid-side rate for the period of twenty business days ending two business days prior to the relevant payment 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 Ps.1.0 and integral multiples thereof. Underwriting Commission 0.095% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$999,451,668.51 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps.19.8980 per U.S. dollar) Initial public offering price: US$1,000,402,050.46 (plus accrued interest, if any 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 December 15, 2011 in New York City 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 Executive Director SCHEDULE II Underwriters Securities % Citigroup Global Markets Inc. Ps. 9,953,000,000 50 % HSBC Securities (USA) Inc. Ps. 9,953,000,000 50 % Total Ps. 19,906,000,000.00 100 % SCHEDULE III Selling RestrictionsI
Appears in 1 contract
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/ Xxxxx Xxxxxxx Arbeleche Name: Xxxxx Xxxxxxx Arbeleche Title: Debt Management Unit Director Minister (Interim) of Economy and Finance, República Oriental del Uruguay Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date hereof CITIGROUP GLOBAL MARKETS ITAU BBA USA SECURITIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxx Title: Managing Director, Latin America Credit Markets HSBC Director By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxx-Klarish Name: Xxx Xxxxx-Klarish Title: Executive Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxx X. Xxxxx Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxxx Xxxx Xxxxxxxxx Title: Senior Vice President Managing Director & Head Signature Page to Underwriting Agreement SCHEDULE I Underwriting Agreement dated: December 5January 15, 2011 2019 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 York Mellon (formerly The Bank of New York)Mellon, as trustee. The Underwriters and their addresses: CITIGROUP GLOBAL MARKETS INC. Itau BBA USA Securities, Inc. 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx, 00000 Xxxxxx Xxxxxx Xxxx 10153 United States of America Fax No: +0 (000-) 000-0000 Attention: General Counsel HSBC SECURITIES (USA) INC. Liability Management Group X.X. Xxxxxx Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx United States of America Fax No: +0 (000-) 000-0000 Attention: Transaction Management Group Latin America Debt Capital Markets Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 United States of America Fax No: +0 (000) 000-0000 Email: XX.Xxxxx@xxxxxxxxxx.xxx Attention: Debt Capital Markets Title and description of SecuritiesBonds: Title: Aggregate U.S.$1,250,000,000 4.375% USD Bonds due 0000 Xxxxxxxxx principal amount: U.S.$1,250,000,000 Interest payable from: Interest payment dates: January 23, 2019 Maturity date: 4.375% UI Global Bonds due 2028 Ps.19,906,000,000.00 December 15January 23, 2011 June 15 and December 15 of each year, beginning June 15, 2012, with a final interest payment on the maturity date December 15, 2028 2031 Payment of Principal: Principal will be repaid in three nominally equal installments on December 15January 23, 20262029, December 15January 23, 2027 2030 and at maturity. The nominal principal amount repaid in each installment will be adjusted to reflect Uruguayan inflation from the Closing Date to the applicable repayment date and will be converted to and paid in U.S. dollars. For this purpose, the Calculation Agent will multiply the outstanding principal amount of the Securities being repaid in Uruguayan pesos by a fraction the numerator of which is the value of one UI in Uruguayan pesos as of such repayment date and the denominator of which is Ps.2.3121, being the value of one UI expressed in Uruguayan pesos on the Closing Date. Payment of Interest Amounts due in respect of interest will be accrued and paid semi-annually in arrears 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 Rate 4.375% 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 York Mellon, 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.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 US dollars, calculated by the Calculation Agent by exchanging the Uruguayan peso amounts into U.S. dollars at the average interbank exchange rate for the conversion of Uruguayan pesos into US dollars as published by Banco Central del Uruguay as the bid-side rate for the period of twenty business days ending two business days prior to the relevant payment 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 Ps.1.0 and integral multiples thereof. Underwriting Commission 0.095% of aggregate principal amount of Securities payable in United States Dollars Purchase Price (less the Underwriting Commission): US$999,451,668.51 (using the exchange rate for conversion of Uruguayan pesos into U.S. dollars of Ps.19.8980 per U.S. dollar) Initial public offering price: US$1,000,402,050.46 (plus accrued interest, if any 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 December 15, 2011 in New York City 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. 9,953,000,000 50 % HSBC Securities (USA) Inc. Ps. 9,953,000,000 50 % Total Ps. 19,906,000,000.00 100 % SCHEDULE III Selling Restrictionsyear.
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