REPUBLIC OF PANAMA (the “Republic”) TERMS AGREEMENTTerms Agreement • February 29th, 2024 • Panama Republic Of • Foreign governments • New York
The undersigned agrees to sell to the Underwriters named in Schedule A hereto, on and subject to the terms and conditions of the Underwriting Agreement (the “Underwriting Agreement”) attached hereto as Schedule D and filed as an exhibit to the Republic’s registration statement under Schedule B of the Securities Act of 1933 (No. 333-273534) (the “Registration Statement”), the following Offered Securities on the following terms:
REGISTERED GLOBAL SECURITY CUSIP No. 698299 BV5 ISIN No. US698299BV52 Common Code: 260468006Fiscal Agency Agreement • October 4th, 2023 • Panama Republic Of • Foreign governments
THIS SECURITY IS A DEFINITIVE REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.
REGISTERED GLOBAL SECURITY CUSIP No. 698299 BY9 ISIN No. US698299BY91 Common Code: 277634651Registered Global Security • February 29th, 2024 • Panama Republic Of • Foreign governments
THIS SECURITY IS A DEFINITIVE REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.
REGISTERED GLOBAL SECURITY CUSIP No. 698299 BB9 ISIN No. US698299BB98 Common Code: 092395154Fiscal Agency Agreement • November 26th, 2019 • Panama Republic Of • Foreign governments
THIS SECURITY IS A DEFINITIVE REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.
TERMS AGREEMENTTerms Agreement • November 18th, 2011 • Panama Republic Of • Foreign governments • New York
The undersigned selling security holder, Banco Nacional de Panamá (the “Seller”), acting not in its individual capacity but solely as trustee of the Fondo Fiduciario para el Desarrollo (the “Fund”), a trust fund formed and existing under the laws of the Republic of Panama (the “Republic” or “Panama”), agrees to sell to the Underwriters named in this Terms Agreement, on and subject to the terms and conditions of the Underwriting Agreement (the “Underwriting Agreement”) attached hereto as Schedule C in connection with the sale of the following Offered Securities on the following terms:
REPUBLIC OF PANAMA (the “Republic”) TERMS AGREEMENTUnderwriting Agreement • October 4th, 2023 • Panama Republic Of • Foreign governments • New York
The undersigned agrees to sell to the Underwriters named in Schedule A hereto, on and subject to the terms and conditions of the Underwriting Agreement (the “Underwriting Agreement”) attached hereto as Schedule D and filed as an exhibit to the Republic’s registration statement under Schedule B of the Securities Act of 1933 (No. 333-273534) (the “Registration Statement”), the following Offered Securities on the following terms:
AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENTFiscal Agency Agreement • February 19th, 2015 • Panama Republic Of • Foreign governments • New York
AMENDMENT No. 2 (this “Amendment”), dated as of February 13, 2015, to the Fiscal Agency Agreement, dated as of September 26, 1997, as amended by Amendment No. 1 thereto, dated September 4, 2003 (as so amended, the “Fiscal Agency Agreement”), between the Republic of Panama (the “Issuer”) and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A., formerly known as Chase Manhattan Bank), as Fiscal Agent.
Dealer Managers AgreementDealer Managers Agreement • July 28th, 2008 • Panama Republic Of • Foreign governments • New York
Invitation”, “Description of the 2029 Bonds” and “Taxation—United States Federal Income and Estate Taxation” in the Prospectus and under the captions “Debt Securities” in the Basic Prospectus as then amended or supplemented insofar as they purport to summarize provisions of documents therein described; that such counsel do not express any opinion or belief as to the financial statements and related schedules or other financial or statistical data; that such counsel do not express an opinion or belief as to the laws of Panama or as to information supplied by or on behalf of the Joint Dealer Managers in writing expressly for use therein; and that their letter is furnished as United States counsel for Panama to you and is solely for the benefit of the Joint Dealer Managers.
AMENDMENT NO. 3 TO FISCAL AGENCY AGREEMENTFiscal Agency Agreement • December 23rd, 2016 • Panama Republic Of • Foreign governments • New York
AMENDMENT No. 3 (this “Amendment”), dated as of October 26, 2016, to the Fiscal Agency Agreement, dated as of September 26, 1997, as amended by Amendment No. 1 thereto, dated September 4, 2003 and Amendment No. 2 thereto, dated February 13, 2015 (as so amended, the “Fiscal Agency Agreement”), between the Republic of Panama (the “Issuer”) and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A., formerly known as Chase Manhattan Bank), as Fiscal Agent.
