EXHIBIT B FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 22nd, 2003 • Peru Republic Of • Foreign governments • New York
ANDUnderwriting Agreement • January 22nd, 2003 • Peru Republic Of • Foreign governments • New York
GLOBAL BOND THE REPUBLIC OF PERUBond Agreement • April 2nd, 2015 • Peru Republic Of • Foreign governments • New York
This Global Bond is in respect of an issue of 5.625% U.S. Dollar-Denominated Global Bonds due 2050 (the “Bonds”) of the Republic of Peru (“Peru”), issued in an aggregate principal amount of FORTY FIVE MILLION U.S. DOLLARS (U.S.$45,000,000) pursuant to a Fiscal Agency Agreement, dated as of February 6, 2003, as amended by Amendment No. 1 to the Fiscal Agency Agreement, dated November 21, 2003, and by Amendment No. 2 to the Fiscal Agency Agreement, dated as of October 14, 2004 (the “Fiscal Agency Agreement”) between Peru and JPMorgan Chase Bank, National Association (now The Bank of New York Mellon), as Fiscal Agent, Principal Paying Agent and Registrar (the “Fiscal Agent,” “Paying Agent” and “Registrar”). Unless the context otherwise requires, the terms used herein shall have the meanings specified in the Fiscal Agency Agreement and the Terms and Conditions of the Bonds attached hereto (the “Terms”).
REPUBLIC OF PERU €825,000,000 1.250% Euro-Denominated Global Bonds due 2033 UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2021 • Peru Republic Of • Foreign governments • New York
THE REPUBLIC OF PERU (“Peru”) proposes to issue and sell to the underwriters whose names are set forth on Schedule I hereto, acting severally, not jointly (each an “Underwriter” and, collectively, the “Underwriters”), €825,000,000 aggregate principal amount of its 1.250% Euro-denominated Global Bonds due 2033 (the “Global Bonds”) to be issued pursuant to an indenture, dated as of August 25, 2015 (the “Indenture”), among Peru, The Bank of New York Mellon, as trustee (the “Trustee”), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent. The transaction contemplated by this Agreement, including the issuance, sale and delivery of the Global Bonds and the resale thereof by the Underwriters, is referred to in this Agreement as the “Offering.”
THE REPUBLIC OF PERU as Issuer, THE BANK OF NEW YORK MELLON as Trustee, and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent and Luxembourg Transfer Agent INDENTURE Dated as of August 25, 2015 DEBT SECURITIES, WARRANTS AND UNITSIndenture • September 8th, 2015 • Peru Republic Of • Foreign governments • New York
THIS INDENTURE (the “Indenture”), dated as of August 25, 2015 among the Republic of Peru, as issuer (“Peru” or the “Republic”), The Bank of New York Mellon, as trustee, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent.
ContractBond Agreement • December 23rd, 2021 • Peru Republic Of • Foreign governments • New York
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), AS COMMON DEPOSITARY FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR ITS NOMINEE, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR ITS NOMINEE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY OR ITS NOMINEE, HAS AN INTEREST HEREIN.
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE REPUBLIC OF PERU OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IN EXCHANGE FOR...Bond Agreement • June 10th, 2004 • Peru Republic Of • Foreign governments • New York
November 14, 2003 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 as Representative of the several Underwriters listed herein Ladies and Gentlemen: THE REPUBLIC OF PERU ("Peru") proposes to issue and sell to the underwriters whose...Underwriting Agreement • June 10th, 2004 • Peru Republic Of • Foreign governments • New York
AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENTFiscal Agency Agreement • November 15th, 2004 • Peru Republic Of • Foreign governments • New York
AMENDMENT NO. 2 dated as of October 14, 2004 (this “Amendment”), to the Fiscal Agency Agreement dated as of February 6, 2003, as amended by Amendment No. 1 thereto dated as of November 21, 2003, (as amended, the “Fiscal Agency Agreement”), between THE REPUBLIC OF PERU (“Peru”) and JPMORGAN CHASE BANK (the “Fiscal Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.
RECITALSFiscal Agency Agreement • June 10th, 2004 • Peru Republic Of • Foreign governments • New York
FISCAL AGENCY AGREEMENT between REPUBLIC OF PERU as Issuer and JPMorgan Chase Bank as Fiscal Agent, Principal Paying Agent and Registrar Dated as of February 6, 2003Fiscal Agency Agreement • November 12th, 2003 • Peru Republic Of • Foreign governments • New York
FISCAL AGENCY AGREEMENT dated as of February 6, 2003, between the Republic of Peru (“Peru”) and JPMorgan Chase Bank (the “Bank”) as fiscal agent, principal paying agent, transfer agent and registrar.
DEALER MANAGER AGREEMENTDealer Manager Agreement • April 4th, 2007 • Peru Republic Of • Foreign governments • New York
FORM OF UNDERWRITING AGREEMENT Dated as of [ ] REPUBLIC OF PERU [NAMES OF REPRESENTATIVES] AND THE OTHER UNDERWRITERS NAMED HEREINUnderwriting Agreement • November 12th, 2003 • Peru Republic Of • Foreign governments • New York
THE REPUBLIC OF PERU (the “Republic” or “Peru”) proposes to issue and sell to the underwriters, whose names are set forth on Schedule I hereto, acting severally, not jointly (each an “Underwriter” and, collectively, the “Underwriters”), for whom [Representatives] are acting as representatives (in such capacity, the “Representatives”), U.S.$[ ] aggregate principal amount of its securities identified in Schedule I hereto (the “Securities”) consisting of debt securities to be issued pursuant to a Fiscal Agency Agreement (the “Fiscal Agency Agreement”) dated [ ], between the Republic and [ ] (the “Fiscal Agent”) and, if so specified in Schedule II1 hereto, warrants (the “Warrants”) to be issued under a warrant agreement (the “Warrant Agreement”) with the warrant agent named therein (the “Warrant Agent”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representati
SUPPLEMENTAL INDENTURESupplemental Indenture • January 5th, 2023 • Peru Republic Of • Foreign governments • New York
This Supplemental Indenture, dated as of January 5, 2023 (this “Supplemental Indenture”) to the Indenture dated as of August 25, 2015 (the “Indenture”) among the Republic of Peru (the “Republic”), The Bank of New York Mellon, as trustee (the “Trustee”), and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Luxembourg paying agent and Luxembourg transfer agent. Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture.
AMENDMENT NO. 3 TO FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 5th, 2023 • Peru Republic Of • Foreign governments • New York
AMENDMENT NO. 3 dated as of January 5, 2023 (this “Amendment”), to the Fiscal Agency Agreement dated as of February 6, 2003, as amended by Amendment No. 1 thereto dated as of November 21, 2003 and Amendment No. 2 thereto dated October 14, 2004 (as amended, the “Fiscal Agency Agreement”), between THE REPUBLIC OF PERU (“Peru”) and THE BANK OF NEW YORK MELLON (as successor of JPMORGAN CHASE BANK, in such capacity, the “Fiscal Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.
AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENTFiscal Agency Agreement • November 12th, 2003 • Peru Republic Of • Foreign governments • New York
AMENDMENT NO. 1 dated as of [ ], 2003 (this “Amendment”), to the Fiscal Agency Agreement dated as of February 6, 2003 (the “Fiscal Agency Agreement”), between THE REPUBLIC OF PERU (“Peru”) and JPMORGAN CHASE BANK (the “Fiscal Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.
