Republic of Hungary Debt Securities Underwriting Agreement
Exhibit
1.1
January 26, 2010
To the Representatives of
the Several Underwriters
named in the respective Pricing
Agreements hereinafter described.
the Several Underwriters
named in the respective Pricing
Agreements hereinafter described.
Dear Sirs:
From time to time the Republic of Hungary (the “Republic”) proposes to enter into one or more
Pricing Agreements in the form of Annex I hereto, with such additions and deletions as the parties
thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue
and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the “Underwriters’’ with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the “Securities’’) specified in Schedule II to
such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities’’).
The terms and rights of any particular issuance of Designated Securities shall be as specified
in the Pricing Agreement relating thereto and in or pursuant to the Fiscal Agency Agreement, dated
as of January 29, 2010 (the “Fiscal Agency Agreement’’), between the Republic and Citibank, N.A.,
as fiscal agent (the “Fiscal Agent’’) and paying agent.
The terms which follow, when used in this Agreement, shall have the meanings indicated:
“External Indebtedness” means any obligation in respect of existing or future Indebtedness
denominated or payable, or at the option of the holder thereof payable, in a currency other than
the lawful currency of the Republic. If at any time the lawful currency of the Republic becomes
the Euro, then External Indebtedness shall also include Indebtedness expressed in or payable or
optionally payable in Euro, if (i) such Indebtedness was issued after the date on which the Euro
became the lawful currency of the Republic and (ii) more than 50% of the aggregate principal amount
of such Indebtedness was initially placed outside the Republic.
“Indebtedness” means any indebtedness of any Person (whether incurred as principal or surety)
for money borrowed.
“Person” means any individual, company, corporation, firm, partnership, joint venture,
association, organization, state or agency of a state or other entity, whether or not having
separate legal personality.
“Public External Indebtedness” means External Indebtedness which: (i) is in the form of, or
represented by, bonds, notes or other similar securities; and (ii) is, or may be, quoted, listed or
ordinarily purchased and sold on any stock exchange, automated trading system or over-the-counter
or other securities market.
1. Pricing Agreement. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such securities, for whom the firms designated as representatives of
the Underwriters of such securities in the Pricing Agreement relating thereto will act as
representatives (the “Representatives’’). The term “Representatives’’ also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act without any firm
being designated as their representative. This Underwriting Agreement shall not be construed as an
obligation of the Republic to sell any of the Securities or as an obligation of any of the
Underwriters to purchase the Securities. The obligation of the Republic to issue and sell any of
the Securities and the obligation of any of the Underwriters to purchase any of the Securities
shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified
therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated
Securities, the initial public offering price of such Designated Securities, the purchase price to
the Underwriters of such Designated Securities, the names of the Underwriters of such Designated
Securities, the names of the Representatives of such Underwriters and the principal amount of such
Designated Securities to be purchased by each Underwriter and shall set forth the date, time and
manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall
also specify (to the extent not set forth in the Fiscal Agency Agreement and the registration
statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing
Agreement shall be in the form of an executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.
2. Representations and Warranties of the Republic. The Republic represents and warrants to,
and agrees with, each of the Underwriters that:
(a) The Republic meets the requirements for use of Schedule B under the Securities Act of
1933, as amended (the “Act’’) and is a “seasoned foreign government” within the meaning of Release
no. 33-6424 under the Act related to delayed offerings by foreign governments or political
subdivisions thereunder. A registration statement in respect of the Securities has been filed (file
number 333-131950) with the Securities and Exchange Commission (the “Commission’’); such
registration statement and any post-effective amendment thereto, each in the form heretofore
delivered or to be delivered to the Representatives and, excluding exhibits to such registration
statement, but including all documents incorporated by reference in the prospectus contained
therein, to the Representatives for each of the other Underwriters, have been declared effective by
the Commission in such form; and no stop order suspending the effectiveness of such registration
statement has been issued and no proceeding for that purpose has been initiated or threatened by
the Commission; any preliminary prospectus supplement to the Base Prospectus (defined below) which
is used prior to the filing of the Final Prospectus (defined below), together with the Base
Prospectus included in such registration statement or filed with the Commission pursuant to Rule
424 of the rules and regulations of the Commission
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under the Act shall hereinafter be called a “Preliminary Prospectus’’); the various parts of
such registration statement, including all exhibits thereto and the documents incorporated by
reference in the prospectus contained in the registration statement at the time such part of the
registration statement becomes effective, each as amended at the time such part of the registration
statement becomes effective, being hereinafter called the “Registration Statement’’; the prospectus
relating to the Securities, in the form in which it has most recently been filed, or transmitted
for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called
the “Base Prospectus’’; the prospectus supplement relating to the Designated Securities that was
first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus,
being hereinafter called the “Final Prospectus;” any reference herein to any Registration
Statement, Preliminary Prospectus, Final Prospectus or Base Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein, as of the date of such Preliminary
Prospectus, Final Prospectus or Base Prospectus, as the case may be; any reference to any amendment
or supplement to any Preliminary Prospectus, Final Prospectus or Base Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary Prospectus, Final
Prospectus or Base Prospectus, as the case may be, under the Securities Exchange Act of 1934, as
amended (the “Exchange Act’’), and incorporated by reference in such Preliminary Prospectus, Final
Prospectus or Base Prospectus, as the case may be; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual report of the Republic on
Form 18-K (including any amendments thereto on Form 18-K/A) filed after the effective date of the
Registration Statement that is incorporated by reference in the Registration Statement; and any
reference to Preliminary Prospectus, Final Prospectus or Base Prospectus as amended or supplemented
shall be deemed to refer to the Preliminary Prospectus, Final Prospectus or Base Prospectus as
amended or supplemented in relation to the applicable Designated Securities in the form in which it
is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
hereof, including any documents incorporated by reference therein as of the date of such filing;
(b) (x) The (i) Base Prospectus, as amended and supplemented to the Applicable Time (as
defined below), (ii) the Preliminary Prospectus, if any, used most recently prior to the Applicable
Time (as defined below), (iii) the Issuer Free Writing Prospectuses (as hereinafter defined in
Section 2(f)), if any, listed on Schedule III to the applicable Pricing Agreement and (iv) any
other “free writing prospectus’’ (as defined by Rule 405 under the Act) that the parties hereto
shall expressly agree in writing to treat as part of the Disclosure Package (collectively, the
“Disclosure Package’’) and (y) each electronic roadshow or other supplemental issuer information
listed on Schedule IV to the applicable Pricing Agreement (the “Supplemental Issuer Information”)
when taken together as a whole with the Disclosure Package as of the Applicable Time (as defined
below), do not include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, provided, however, that subject to Section 8(b), this
representation and warranty shall not apply to statements or omissions made in the Disclosure
Package in reliance upon and in conformity with information furnished in writing to the Republic by
or on behalf of any Underwriter of Designated Securities through the Representatives expressly for
use therein; and each Issuer Free Writing Prospectus listed on Schedule III to such Pricing
Agreement (if any) does not conflict with the information contained in the Registration Statement
or the Disclosure Package at the Applicable Time; for the purposes
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of this Agreement, the “Applicable Time’’ shall mean the date and time specified in the
applicable Pricing Agreement;
(c) Any documents filed with the Commission and incorporated by reference in the Preliminary
Prospectus, Final Prospectus or Base Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as the case may be, conforms
or will conform in all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and do not and will not
contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to any statement or omissions made in reliance upon and in conformity with
information furnished in writing to the Republic by or on behalf of an Underwriter of Designated
Securities through the Representatives expressly for use in the Preliminary Prospectus, Final
Prospectus or Base Prospectus as amended or supplemented relating to such Designated Securities;
(d) The Registration Statement and the Preliminary Prospectus conform, and any further
amendments or supplements to the Registration Statement or the Final Prospectus will conform, in
all material respects, to the requirements of the Act and the rules and regulations of the
Commission thereunder; the Registration Statement does not, and any further amendments or
supplements to the Registration Statement will not, as of the applicable effective date and as of
the Time of Delivery (as defined in 4 below), contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; the Final Prospectus does not, and any amendment or supplement to the Final
Prospectus will not, as of the date thereof and as of the Time of Delivery (as defined in 4 below),
contain an untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the representations and warranties contained in this Section
2(d) shall not apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Republic by an Underwriter of Designated Securities through
the Representatives expressly for use in the Preliminary Prospectus, Final Prospectus or Base
Prospectus as amended or supplemented relating to such Securities; “Execution Time” shall mean the
date that this Agreement is executed and delivered by the parties hereto;
(e) Since the respective dates as of which information is given in the Registration Statement
and the Preliminary Prospectus, Final Prospectus and Base Prospectus , there has not been any
material adverse change, or any development involving a prospective material adverse change, in or
affecting the affairs or financial condition of the Republic, otherwise than as set forth in or
contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or
supplement thereto);
(f) No order preventing or suspending the use of any Preliminary Prospectus or any “issuer
free writing prospectus’’ as defined in Rule 433 under the Act relating to the Securities (an
“Issuer Free Writing Prospectus’’) has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material respects to the
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requirements of the Act and the rules and regulations of the Commission thereunder, and did
not contain an untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein in the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished in
writing to the Republic by or on behalf of any Underwriter of Designated Securities through the
Representatives expressly for use therein;
(g) (i) At the time of filing the Registration Statement, (ii) at the time of filing the most
recent post-effective amendment thereto, (iii) at the earliest time that the Republic or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act)
and (iv) as of the date hereof, the Republic was not and is not an “ineligible issuer’’ (as defined
in Rule 405 under the Act), without taking into account any determination by the Commission
pursuant to Rule 405 that it is not necessary that the Republic be considered an “ineligible
issuer’’;
(h) The Designated Securities have been duly authorized, and, when Designated Securities are
issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such
Designated Securities, such Designated Securities will have been duly executed, authenticated,
issued and delivered and will constitute valid and legally binding direct, general and
unconditional obligations of the Republic enforceable in accordance with their terms and entitled
to the benefits provided by the Fiscal Agency Agreement, subject, as to enforcement, to legal and
equitable limitations relating to or affecting enforceability applicable generally to obligations
of sovereigns; the Fiscal Agency Agreement has been duly authorized and, at the Time of Delivery
(as defined in 4 below) for such Designated Securities, the Fiscal Agency Agreement will constitute
a valid and legally binding, direct and unconditional obligation of the Republic, enforceable in
accordance with its terms, subject, as to enforcement, to legal and equitable limitations relating
to or affecting enforceability applicable generally to obligations of sovereigns; and the Fiscal
Agency Agreement conforms, and the Designated Securities will conform, to the descriptions thereof
contained in the Preliminary Prospectus and the Final Prospectus as amended or supplemented with
respect to such Designated Securities;
(i) All authorizations, approvals or consents of any court, ministry, government department,
branch of government, or regulatory body required by the Republic for the execution and delivery of
this Agreement and any Pricing Agreement and the Fiscal Agency Agreement and the offer, execution,
issue, sale and delivery of the Designated Securities and the performance of the terms of the
Designated Securities, this Agreement and any Pricing Agreement and the Fiscal Agency Agreement
have been obtained or (as to any Pricing Agreement) will be obtained prior to the execution and
delivery of such Pricing Agreement and are or will be in full force and effect;
(j) Other than as set forth or contemplated in the Registration Statement, Preliminary
Prospectus, Final Prospectus or Base Prospectus, there are no legal or governmental proceedings
pending to which the Republic is a party or of which any of its properties is the subject which, if
determined adversely to the Republic, would individually or in the aggregate have a material
adverse effect on the transactions herein contemplated or on the Republic’s ability to perform its
obligations under the Securities, this Agreement or any Pricing Agreement or the Fiscal Agency
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Agreement; and, to the best of the Republic’s knowledge, no such proceedings are threatened or
contemplated;
(k) Other than as set forth or contemplated in the Registration Statement, Preliminary
Prospectus, Final Prospectus or Base Prospectus, the Republic is not in default under the
provisions of any agreement or instrument evidencing or relating to any outstanding Public External
Indebtedness, any credit agreement or utilization with the International Monetary Fund or any
credit agreement or loan agreement with the European Union and neither the execution and delivery
of the Fiscal Agency Agreement, the Securities, this Agreement or any Pricing Agreement, nor the
consummation of the transactions therein or herein contemplated, nor compliance with the terms and
provisions of the Fiscal Agency Agreement, the Securities, this Agreement or any Pricing Agreement,
including performance of each of the obligations contained in the Securities (i) will conflict
with, violate or result in a breach of any of the Constitution of the Republic or any law or
administrative regulation of or applicable to the Republic, or (ii) will conflict with, violate or
result in a breach of any of the terms, conditions or provisions of any treaty, convention,
material debt agreement or material debt instrument to which the Republic is a party or of which
the Republic is bound or constitute a default thereunder;
(l) The full faith and credit of the Republic has been pledged for the due and punctual
payment of the Securities and for the due and timely performance of the obligations of the Republic
with respect thereto; and the Securities will rank pari passu, without any preference one over the
other by reason of priority of date of issue, currency of payment or otherwise, with all other
unsecured and unsubordinated indebtedness of the Republic in respect of money borrowed by the
Republic and guarantees given by the Republic in respect of money borrowed by others, except for
obligations that may be preferred by mandatory provisions of applicable law, if any;
(m) Under the laws of the Republic in force as at the Time of Delivery, other than as set
forth in the Disclosure Package and the Final Prospectus, there is no tax, levy, deduction, charge
or withholding imposed by the Republic or any political subdivision thereof either (i) on or by
virtue of the execution, delivery or enforcement of the Designated Securities, this Agreement or
the respective Pricing Agreement or the Fiscal Agency Agreement or (ii) on any payment to be made
by the Republic hereunder, under the respective Pricing Agreement, under the Fiscal Agency
Agreement or under the Designated Securities;
(n) This Agreement has been duly authorized, executed and delivered by the Republic; this
Agreement is, and the Fiscal Agency Agreement, the Securities and any Pricing Agreement will be
upon the due execution, authentication, issue and delivery thereof, as the case may be, and payment
therefor by the Underwriters, enforceable against the Republic according to its terms;
(o) The Republic is a member of the International Monetary Fund and the International Bank for
Reconstruction and Development;
(p) The Republic is not a party to any agreement with the United States relating in any way to
the immunity of the Republic from jurisdiction of courts, suit, execution upon a
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judgment, attachment prior to judgment or in aid of execution upon a judgment or any other
legal process other than in respect of premises, properties or assets set forth in Section 17;
(q) It is not necessary in order to ensure the enforceability or admissibility in evidence of
this Agreement, the Fiscal Agency Agreement, the Securities or any Pricing Agreement that this
Agreement, the Fiscal Agency Agreement, the Securities or any Pricing Agreement or any other
document be filed or recorded in the Republic or that any Hungarian tax be paid on or in respect of
the execution of this Agreement, the Fiscal Agency Agreement or any Pricing Agreement or for the
issuance of the Securities; and
(r) The Republic is not currently subject to any sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Republic will not directly
or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any person or entity, for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC.
3. Purchase and Sale. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of such Designated
Securities, the several Underwriters shall purchase from the Republic and offer for sale such
Designated Securities upon the terms and conditions set forth in the Preliminary Prospectus, Final
Prospectus or Base Prospectus as amended or supplemented. Each Underwriter with respect to any
Designated Securities severally represents and warrants to, and agrees with, the Republic to the
effect of the provisions, if any, set forth under “Selling restrictions’’ in the Pricing Agreement
with respect to such Designated Securities.
4. Delivery and Payment. Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, either in definitive global or in definitive
certificated form, and in such authorized denominations and registered in such names as the
Representatives may request upon at least forty-eight hours’ prior notice to the Republic, shall be
delivered by or on behalf of the Republic to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by
certified or official bank check or checks, or by wire transfer (or in such other manner as may be
specified in the applicable Pricing Agreement) payable to the order of the Republic in the funds
specified in such Pricing Agreement, all at the place and time and date specified in such Pricing
Agreement or at such other place and time and date as the Representatives and the Republic may
agree upon in writing, such time and date being herein called the “Time of Delivery’’ for such
Securities.
5. Agreements. The Republic agrees with each of the Underwriters of any Designated
Securities:
(a) To prepare the Preliminary Prospectus, Final Prospectus or Base Prospectus as amended and
supplemented in relation to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than
the Commission’s close of business on the second business day following the execution and delivery
of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such
earlier time as may be required by Rule 424(b); to make no further
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amendment or any supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such Securities and prior to the
Time of Delivery for such Securities, unless the Representatives for such Securities have been
given reasonable notice of the proposed amendment or supplement and have consented, such consent
not to be unreasonably withheld, or unless the Republic is otherwise advised by its U.S. counsel
that such filing is required under the Act in which case the Republic will promptly notify the
Representatives after such filing; to advise the Representatives promptly of any such amendment or
supplement after such Time of Delivery and furnish the Representatives with copies thereof; for so
long as the delivery of a prospectus is required in connection with the offering or sale of such
Securities, and during such same period to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Base Prospectus or any amended Base Prospectus has been
filed with the Commission, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating to the Securities, of the suspension of
the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of any such order
preventing or suspending the use of any prospectus relating to the Securities or suspending any
such qualification, to use promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representatives may reasonably
request to qualify the applicable Designated Securities for offering and sale under the securities
laws of such jurisdictions as the Representatives may reasonably request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of such Designated Securities, provided that
in connection therewith the Republic shall not be required to qualify as a foreign corporation or
similar entity or to file a general or unlimited consent to service of process in any jurisdiction
or to take any action which would subject it to general or unlimited service of process or to
taxation in any jurisdiction;
(c) To (i) not make any offer relating to the applicable Designated Securities that would
constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing
prospectus’’ (as defined in Rule 405 under the Act) required to be filed by the Republic with the
Commission under Rule 433 under the Act unless the Representatives approve its use in writing prior
to first use (each, a “Permitted Free Writing Prospectus’’); provided that the prior written
consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer
Free Writing Prospectus(es) listed on Schedule III to the applicable Pricing Agreement, (ii) treat
each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the
requirements of Rules 164 and 433 under the Act applicable to any Issuer Free Writing Prospectus,
including the requirements relating to concurrent or prior delivery of a prospectus, timely filing
with the Commission, legending and record keeping and (iv) not take any action that would result in
an Underwriter or the Issuer being required to file with the Commission pursuant to Rule 433(d)
under the Act a free writing prospectus prepared by or on behalf of such Underwriter that the
Underwriter otherwise would not have been required to file thereunder;
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(d) To file the applicable Pricing Agreement, the form of which is attached as Annex I hereto,
as an Issuer Free Writing Prospectus pursuant to Rule 433 under the Act prior to 5:30 p.m. (New
York time) two business days after the execution of any such Pricing Agreement;
(e) If the Disclosure Package is being used to solicit offers to buy the Designated Securities
at a time when the Preliminary Prospectus is not yet available to prospective purchasers and any
event shall occur as a result of which, in the opinion of internal or external counsel to the
Underwriters or the Republic, it becomes necessary to amend or supplement the Disclosure Package in
order to make the statements therein, in the light of the circumstances, not misleading, or to make
the statements therein not conflict with the information contained in the Registration Statement
then on file, or if it is necessary at any time to amend or supplement the Disclosure Package to
comply with the Act, the Exchange Act or the rules and regulations of the Commission, to promptly
either (i) prepare and file with the Commission (if required) and furnish to the Underwriters an
appropriate amendment or supplement to the Disclosure Package or (ii) prepare and file with the
Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in
the Disclosure Package so that in the case of either (i) or (ii) above the Disclosure Package as so
amended or supplemented will not, in the light of the circumstances, be misleading or conflict with
the Registration Statement then on file, or so that the Disclosure Package will comply with the
Act, the Exchange Act and/or the rules and regulations of the Commission;
(f) To furnish the Underwriters with copies of the Preliminary Prospectus, Final Prospectus or
Base Prospectus as amended or supplemented in such quantities as the Representatives may from time
to time reasonably request, and, if the delivery of a prospectus is required at any time in
connection with the offering or sale of the Securities and if at such time any event shall have
occurred as a result of which the Preliminary Prospectus, Final Prospectus or Base Prospectus as
then amended or supplemented would include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such same period to amend or supplement the
Preliminary Prospectus, Final Prospectus or Base Prospectus or to file under the Exchange Act any
document incorporated by reference in the Preliminary Prospectus, Final Prospectus or Base
Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and
upon their request to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the Preliminary Prospectus,
Final Prospectus or Base Prospectus which will correct such statement or omission or effect such
compliance;
(g) To make generally available to its security holders in the United States and to the
Representatives as soon as practicable, a statement in the English language of revenues and
expenditures of the Republic (which need not be audited) covering the first full fiscal year of the
Republic commencing after the date hereof that will satisfy Section 11(a) of the Act and the rules
and regulations of the Commission thereunder;
(h) During the period beginning from the date of the Pricing Agreement for such Designated
Securities and continuing to the date one week following the Time of Delivery, the
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Republic shall not announce the offering of, offer or sell any U.S. dollar-denominated Public
External Indebtedness with a maturity of one year or more, without the prior written consent of the
Representatives;
(i) So long as any Securities are outstanding, to furnish to the Representatives, upon
request, as soon as practicable after the determination thereof, copies of all reports and
financial statements (in each case which need not be audited) filed with the Commission or any
securities exchange on which Designated Securities are listed; and
(j) To apply for listing of the Designated Securities on each securities exchange, if any,
listed in the Pricing Agreement with respect to such Designated Securities, and to use its
reasonable best efforts to cause each such listing to be approved and, if required in connection
with any such listing, to register such Designated Securities under the Exchange Act as soon as
practicable after the applicable Time of Delivery.
6. Expenses. The Republic covenants and agrees with the several Underwriters that the
Republic will pay or cause to be paid the following: (i) the fees, disbursements and expenses of
counsel to the Republic in connection with the registration of the Securities under the Act and all
other expenses in connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus, any Final Prospectus and the Base Prospectus and amendments
and supplements thereto and the mailing and delivering of copies thereof to the Underwriters; (ii)
the cost of printing and/or producing this Agreement, any Pricing Agreement, the Fiscal Agency
Agreement, the Securities, any Blue Sky Memorandum and any other documents in connection with the
offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities for offering and sale under State securities laws as provided in
Section 5(b) hereof; (iv) any fees charged by securities rating services for rating the Securities;
(v) the annual maintenance fees and expenses of the Fiscal Agent and any agent of the Fiscal
Agent; and (vi) any fees and expenses in connection with the ongoing listing of the Securities.
Except as provided in this Section, Section 8 and Section 11 hereof, the Underwriters will pay the
following: (i) the fees and expenses of their counsel, including the fees and disbursements of
their counsel in connection with such qualification and in connection with the Blue Sky survey,
(ii) the transfer taxes on resale of any of the Securities by them, (iii) any advertising expenses
connected with any offers they may make, (iv) the roadshow expenses of the Republic, (v) the stock
exchange fees in connection with the Securities and (vi) the upfront fees of the Fiscal Agent, the
paying agent and the listing agent.
7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters
of any Designated Securities under the Pricing Agreement relating to such Designated Securities
shall be subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Republic in or incorporated by reference
in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of
Delivery for such Designated Securities, true and correct, the condition that the Republic shall
have performed all of its obligations hereunder theretofore to be performed, and the following
additional conditions:
(a) The Preliminary Prospectus as amended or supplemented in relation to the applicable
Designated Securities shall have been filed with the Commission pursuant to
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Rule 424(b) within the applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall have been complied with to
the Representatives’ reasonable satisfaction;
(b) Xxxxxxxx Chance US LLP, U.S. counsel for the Underwriters, shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for such Designated
Securities, with respect to this Agreement and the Pricing Agreement, the Fiscal Agency Agreement,
the Designated Securities, the Registration Statement, the Preliminary Prospectus, Final Prospectus
or Base Prospectus as amended or supplemented, the Disclosure Package and other related matters as
the Representatives may reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such matters; in giving such
opinion, Xxxxxxxx Chance US LLP may rely without independent investigation on the opinions
delivered pursuant to paragraphs 7(c) and 7(e) below as to the matters governed by the laws of the
Republic and such opinion shall be subject to any limitations and exceptions contained in the
opinions delivered pursuant to paragraphs 7 (c) and 7 (e).
(c) Xx. Xxxxx Xxxxx Law Office, Hungarian counsel of the Government Debt Management Agency Pte
Ltd. (the “Legal Advisor”), shall have furnished to the Representatives its written opinion, dated
the Time of Delivery for such Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:
(i) the Designated Securities have been duly authorized in accordance with the laws of the
Republic;
(ii) all necessary action has been duly taken by or on behalf of the Republic to authorize the
issuance and sale of the Designated Securities; the Designated Securities have been duly executed,
issued and delivered in accordance with the laws of the Republic; the Designated Securities, when
authenticated in accordance with the Fiscal Agency Agreement and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement and the Pricing Agreement, will
constitute valid and legally binding obligations of the Republic enforceable in accordance with
their terms and entitled to the benefits of the Fiscal Agency Agreement; the Designated Securities
rank at least equally in right of payment with all other unsecured and unsubordinated obligations
of the Republic, except for such obligations as may be preferred by mandatory provisions of
applicable law; the Republic will give no preference to one obligation over another on the basis of
priority of issue date, or currency of payment; and the full faith and credit of the Republic has
been pledged for the due and punctual payment of the principal of and interest on the Designated
Securities and for the performance of the obligations of the Republic with respect thereto;
(iii) the obligations of the Republic under the Fiscal Agency Agreement, this Agreement, the
Pricing Agreement and the Designated Securities are and will be direct, general and unconditional
obligations of the Republic and are, under the laws of the Republic, subject to
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civil substantive law and to the relevant procedural and/or legal requirements relating to
enforcement and recognition of foreign judgments;
(iv) the Republic has the power and authority required for the execution and delivery of the
Fiscal Agency Agreement, this Agreement, the Pricing Agreement, the issuance of the Designated
Securities and the performance by the Republic of its obligations thereunder and hereunder; and
none of the execution or delivery by the Republic of this Agreement, the Fiscal Agency Agreement,
the Pricing Agreement or the Designated Securities, the performance of its obligations hereunder or
thereunder or the fulfillment by the Republic of the terms hereof or thereof requires, under the
laws of the Republic, any publication, waiver, consent, filing, registration, authorization or
approval;
(v) the Fiscal Agency Agreement has been duly authorized, executed and delivered by the
Republic in accordance with the laws of the Republic and is a valid and binding agreement of the
Republic;
(vi) this Agreement has been duly authorized, executed and delivered by the Republic in
accordance with the laws of the Republic;
(vii) the Pricing Agreement has been duly authorized, executed and delivered by the Republic
in accordance with the laws of the Republic;
(viii) subject to the qualifications of Section 17 of this Agreement, the provisions of this
Agreement, the Pricing Agreement and the Designated Securities wherein the Republic consents to the
jurisdiction of certain courts in the United States and agrees not to assert the defense of
immunity, on the grounds of sovereignty or otherwise, are valid and binding; final judgment against
the Republic for the payment of money in any such suit, action or proceeding brought, in accordance
with such provisions, in the Federal or state courts in New York, New York would be admissible in
evidence against the Republic in the appropriate courts of the Republic to enforce such claim;
(ix) subject to the qualifications of Section 17 of this Agreement, under the laws of the
Republic in effect as of the date of such opinion, the Republic would not be entitled to plead, or
cause to be pleaded on its behalf, sovereign immunity from the jurisdiction of the courts of the
Republic in respect of any action relating to the Designated Securities, this Agreement, the
Pricing Agreement or the Fiscal Agency Agreement;
(x) none of the execution or delivery by the Republic of this Agreement, the Fiscal Agency
Agreement, the Pricing Agreement or the Designated Securities, the performance by the Republic of
its obligations hereunder or thereunder, or the fulfillment by the Republic of the respective terms
hereof or thereof, will violate any provision of the laws of the Republic or, to the best knowledge
of the Legal Advisor, violate any order, rule or regulations of any court, regulatory body, or
administrative body or other governmental body of the Republic;
(xi) none of the execution or delivery by the Republic of this Agreement, the Fiscal Agency
Agreement, the Pricing Agreement or the Designated Securities, the performance by the Republic of
its obligations hereunder or thereunder, or the fulfillment by the Republic of the respective terms
hereof or thereof, will, to the best knowledge of the Legal Advisor, violate,
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or result in a breach of, the terms of, or cause a default under, any agreement or instrument
evidencing or relating to any Public External Indebtedness, any credit agreement or utilization
with the International Monetary Fund or any credit agreement or loan agreement with the European
Union to which the Republic is a party or by which it is bound, and the Republic is not in default
under the provisions of any such agreement or of any such instrument;
(xii) there is no action, suit, or proceeding pending or, to the best of the Legal Advisor’s
knowledge, threatened against or affecting the Republic, before any court or administrative agency
in the Republic, challenging the validity or enforceability of this Agreement, the Fiscal Agency
Agreement, the Pricing Agreement or the Designated Securities or the transactions contemplated
thereby, and, except as set forth in the Registration Statement, the Preliminary Prospectus, the
Final Prospectus or the Base Prospectus, there is no legal or governmental action, suit or
proceeding pending or, to the best of the Republic’s knowledge, threatened, to which the Republic
is or may be subject that, if determined adverse to the Republic, would have a material adverse
effect on the affairs and financial condition of the Republic;
(xiii) The Registration Statement, the Preliminary Prospectus, and the Final Prospectus as
amended or supplemented and any other documents incorporated by reference in the Base Prospectus as
amended or supplemented and their filing with the Commission have been duly authorized by and on
behalf of the Republic, and the Registration Statement has been duly executed by and on behalf of
the Republic and, to the best knowledge of the Legal Advisor, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings for that purpose are
pending before or threatened by the Commission;
(xiv) Xx. Xxxxx Xxxxx, Minister of Finance, and other appropriate officials in the Republic
have been apprised of the disclosure standards applicable to the offering under this Agreement and
have reviewed the Preliminary Prospectus, Final Prospectus or Base Prospectus. Based on such
review, the results of which have been discussed with the Legal Advisor, although the Legal Advisor
shall not have made an independent investigation or verification of the correctness and
completeness of the information included in the Preliminary Prospectus, Final Prospectus or Base
Prospectus, nothing has come to the Legal Advisor’s attention that would lead the Legal Advisor to
believe that (except as to the financials contained therein as to which the Legal Advisor need not
express any belief) (A) as of its effective date, the Registration Statement or any further
amendment thereto made by the Republic prior to the applicable Time of Delivery contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; (B) as of its date, the Preliminary
Prospectus, Final Prospectus or Base Prospectus as amended or supplemented and any other documents
incorporated by reference in the Preliminary Prospectus, Final Prospectus or Base Prospectus as
amended or supplemented or any further amendment or supplement thereto made by the Republic prior
to the applicable Time of Delivery contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading; (C) as of the applicable Time of Delivery, either the
Registration Statement or the Base Prospectus as amended or supplemented or any document
incorporated by reference in the Preliminary Prospectus or Final Prospectus as amended or
supplemented or any further amendment or supplement thereto made by the Republic prior to the
applicable Time of Delivery contains an untrue statement of a material fact or omits to state a
material fact necessary to make the
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statements therein, in light of the circumstances in which they were made, not misleading; or
(D) as of the Applicable Time, the Disclosure Package contained an untrue statement of a material
fact or omitted to state a material fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading (such statement need not express any opinion
or belief as to the financial data contained in the Registration Statement or the Base Prospectus
as amended or supplemented or any other documents incorporated by reference in the Preliminary
Prospectus or Final Prospectus as amended or supplemented);
(xv) the descriptions of the Designated Securities and the Fiscal Agency Agreement in the
Registration Statement, as amended, and the Preliminary Prospectus, Final Prospectus or Base
Prospectus fairly summarize the material provisions thereof, and the Designated Securities conform
to the description thereof in the Preliminary Prospectus, Final Prospectus and Base Prospectus;
(xvi) the information set forth in the Preliminary Prospectus, Final Prospectus and Base
Prospectus under the captions “Taxation— Hungarian Taxation,” “Description of the Debt
Securities—Governing Law” and “Enforcement of Judgments,” insofar as such statements relate to
laws of the Republic and legal matters, documents or proceedings referred to therein, are accurate
and fairly present the information called for with respect to such legal matters, documents and
proceedings;
(xvii) All authorizations, approvals and consents of any court, ministry, government
department, branch of government or other regulatory body required for the Republic for the
execution and delivery of this Agreement and the Pricing Agreement with respect to the Designated
Securities and the Fiscal Agency Agreement, and for the execution, issuance, sale and delivery of
the Designated Securities hereunder and thereunder and the performance of the terms of the
Designated Securities, this Agreement, the Pricing Agreement with respect to such Designated
Securities and the Fiscal Agency Agreement have been obtained and are in full force and effect;
(xviii) The choice of New York law in this Agreement and the Pricing Agreement with respect to
the Designated Securities, the Fiscal Agency Agreement and the Designated Securities is a valid
choice of law under the laws of the Republic and, accordingly, would be recognized by the courts of
the Republic if this Agreement or such Pricing Agreement, the Fiscal Agency Agreement or any of the
Designated Securities or any contractual claim made thereunder is brought before any such court
upon proof of the relevant provisions of New York law and provided that such provisions are not
contrary to the public policy of the Republic; the irrevocable submission of the Republic pursuant
to Section 17 hereof, Section 10 of the Fiscal Agency Agreement and the terms and conditions of the
Securities to the jurisdiction of any State or Federal court in The City of New York and the waiver
by the Republic of any objection to the venue of a proceeding in any such court are legal, valid
and binding; the waiver by the Republic pursuant to Section 17 hereof, Section 10 of the Fiscal
Agency Agreement and the terms and conditions of the Securities of any immunity to jurisdiction to
which it may otherwise be entitled (including sovereign immunity) or to any right to which it may
be entitled, is legal, valid and binding; service of process effected in the manner set forth in
Section 17 hereof, Section 10 of the Fiscal Agency Agreement and the terms and conditions of the
Securities, assuming its validity under New York law, will be effective, insofar as Hungarian law
is concerned, to confer
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valid personal jurisdiction over the Republic; any judgment obtained in a New York State or
Federal court sitting in The City of New York arising out of or in relation to the obligations of
the Republic under this Agreement or the Pricing Agreement with respect to the Designated
Securities would be recognized and enforced by the courts of the Republic, unless (i) such judgment
is contrary to public policy in the Republic; (ii) the losing party or his authorized
representative did not participate in the proceedings because it had no proper or timely notice of
the proceedings; (iii) the proceedings in which the judgment was made seriously breached general
principles of Hungarian procedural rules; (iv) proceedings between the same parties involving the
same dispute were commenced in Hungary before they were commenced in the foreign court; or (v)
Hungarian courts have already determined the matter (“res judicata”).
(xix) Under the laws of the Republic in force and effect as at the Time of Delivery, other
than as set forth in the Disclosure Package and the Final Prospectus, there is no tax, levy,
deduction, charge or withholding imposed by the Republic or any political subdivision thereof
either (A) on or by virtue of the execution, delivery or enforcement of the Designated Securities,
this Agreement, the Pricing Agreement with respect to the Designated Securities or the Fiscal
Agency Agreement or (B) on any payment to be made by the Republic hereunder or under the Designated
Securities; and
(xx) This Agreement, the Pricing Agreement with respect to the Designated Securities, the
Fiscal Agency Agreement and the Designated Securities (following translation of the same into the
Hungarian language) are in proper legal form under the laws of the Republic for the enforcement
thereof against the Republic under the laws of the Republic.
In rendering such opinion, the Legal Advisor may rely without independent investigation on the
opinion rendered pursuant to paragraph (d) below as to matters of New York and United States
federal law, and such opinion shall be subject to any limitations and exceptions contained in the
opinion so relied upon. References to the Preliminary Prospectus, Final Prospectus and Base
Prospectus in this paragraph (c) include any supplements thereto at the Time of Delivery.
(d) The Underwriters shall have received on and as of the Time of Delivery an opinion,
satisfactory to the Representatives, of Linklaters LLP, special United States counsel to the
Republic, to the effect that:
(i) When issued, delivered and paid for by the Underwriters pursuant to this Agreement and the
Pricing Agreement and authenticated by the Fiscal Agent pursuant to the Fiscal Agency Agreement,
the Designated Securities will have been duly executed, issued and delivered and will constitute
valid and binding obligations of the Republic entitled to the benefits provided by the Fiscal
Agency Agreement;
(ii) the statements in the Registration Statement, the Preliminary Prospectus and the
Preliminary Prospectus, Final Prospectus and Base Prospectus under the caption “Description of the
Debt Securities” and “Description of the Notes”, insofar as they purport to describe certain
provisions of the Designated Securities and certain provisions of the Fiscal Agency Agreement,
provide a fair summary of such provisions;
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(iii) the statements in the Registration Statement and the Preliminary Prospectus, Final
Prospectus and Base Prospectus under the caption “Taxation—United States Federal Income Tax
Considerations,” insofar as they purport to constitute a summary of United States federal income
tax law and legal conclusions with respect thereto, are accurate in all material respects;
(iv) the Fiscal Agency Agreement, the Pricing Agreement and this Agreement have been duly
executed and delivered by the Republic;
(v) the Republic has validly submitted, under the laws of the State of New York and the
Federal laws of the United States, to the jurisdiction of the State and Federal courts in New York,
New York, in any suit, action or proceeding for the enforcement of this Agreement, the Pricing
Agreement, the Fiscal Agency Agreement or the Designated Securities;
(vi) the agreement of the Republic contained in this Agreement, the Pricing Agreement, the
Designated Securities and the Fiscal Agency Agreement that the laws of the State of New York shall
govern this Agreement, the Fiscal Agency Agreement and the offered Securities will be (upon due
execution, issue and delivery thereof) binding on the Republic, except as described in the
Preliminary Prospectus, Final Prospectus and Base Prospectus under “Enforcement of Judgments;”
(vii) the Designated Securities are exempt from the provisions of the Trust Indenture Act of
1939, as amended, under Section 304(a) (6) of said Trust Indenture Act, and no indenture in respect
of the Designated Securities need be qualified under said Trust Indenture Act;
(viii) the Registration Statement has become effective under the Act as of the date and time
specified in such opinion, and, in so far as such counsel is aware, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings for that purpose are
pending before or threatened by the Commission; and
(ix) such counsel is of the opinion that the Registration Statement and the Preliminary
Prospectus, Final Prospectus and Base Prospectus and any amendments and supplements thereto (other
than financials included or omitted therefrom, as to which such counsel need express no opinion)
comply as to form in all material respects with the requirements of the Act; and that nothing has
to come to such counsels attention which causes such counsel to believe that (other than financial
data included therein or omitted therefrom, as to which such counsel need express no belief) the
Registration Statement and the prospectus included therein at the time the Registration Statement
became effective contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, or
that as of the date of such opinion, the Preliminary Prospectus, Final Prospectus and Base
Prospectus, as amended or supplemented, if applicable, contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
- 16 -
In giving such opinion, Linklaters LLP may (i) assume that the Fiscal Agency Agreement, the Pricing
Agreement, the Designated Securities and this Agreement have been duly authorized, executed and
delivered by the appropriate parties thereto and that each such party has adequate power and
authority to enter therein, (ii) rely without independent investigation on the opinion delivered
pursuant to paragraph (c) above as to matters governed by the laws of the Republic, and such
opinion shall be subject to any limitations and exceptions contained in the opinion delivered
pursuant to paragraph (c) above, (iii) rely as to material factual matters, to the extent such
counsel deems proper, on certificates of responsible officials of the Republic and certificates or
other written statements of officials having custody of documents relating to the Republic, and
(iv) with respect to the matters covered in subparagraph (ix) above, counsel may state that their
opinion and belief is based upon their participation in the preparation of the Registration
Statement and the Preliminary Prospectus, Final Prospectus and Base Prospectus and any amendment
or supplement thereto but is without independent check or verification;
(e) The Underwriters shall have received from Xxxxxxx, Xxxxx and Partners, special Hungarian
counsel for the Underwriters, such opinion and letter, dated the Time of Delivery, with respect to
the issuance and sale of the Designated Securities and the Fiscal Agency Agreement and such other
related matters as the Representatives may reasonably require, and the Republic shall have
furnished to such counsel such documents as they reasonably request for the purpose of enabling
them to pass upon such matters;
(f) The Republic shall have furnished to the Representatives a certificate in English, dated
the Time of Delivery for the Designated Securities, of either the Minister of Finance of the
Republic of Hungary, or other senior official of the Republic as authorized by the Minister of
Finance in writing, in which such official shall state that the signer of such certificate has
carefully examined the Registration Statement and the Disclosure Package, the Final Prospectus, as
amended or supplemented, and this Agreement and that: (i) the representations and warranties of the
Republic in this Agreement are true and correct with the same effect as though such representations
and warranties had been made at and as of such Time of Delivery, (ii) the Republic has complied
with the Agreement and satisfied all conditions on its part to be performed or satisfied at or
prior to such Time of Delivery, (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have been initiated or
threatened by the Commission, (iv) no proceeding has been initiated or threatened to restrain or
enjoin the issuance or delivery of the Designated Securities by the Republic or in any manner to
question the laws, proceedings, directives, resolutions, approvals, consents or orders under which
the Designated Securities have been issued or to question the validity of the Designated Securities
have been instituted or, to the Republic’s best knowledge, threatened and none of said laws,
proceedings, directives, resolutions, approvals, consents or orders have been repealed, revoked or
rescinded in whole or in part, and (v) since the respective dates as of which information is given
in the Registration Statement and the Disclosure Package, there has been no material adverse
change, nor any development involving a prospective material adverse change, in or affecting the
affairs and financial condition of the Republic, except as set forth in or contemplated by the
Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto);
(g) The Republic shall have furnished to the Representatives a certificate in English, dated
the Time of Delivery for the Designated Securities, of either the Minister of Finance of the
- 17 -
Republic of Hungary, or other senior official of the Republic as authorized by the Minister of
Finance in writing, in which such official shall state that, to the best of his knowledge after
reasonable investigation on or after the date of the Pricing Agreement relating to the Designated
Securities (i) no downgrading shall have occurred in the rating accorded the Republic’s debt
securities by any “nationally recognized statistical rating organization,’’ as that term is defined
by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Republic’s debt securities;
(h) The Republic shall have furnished to the Representatives an incumbency certificate in
English, dated the Time of Delivery for the Designated Securities, of either the Minister of
Finance of the Republic of Hungary, or other senior official of the Republic as authorized by the
Minister of Finance in writing;
(i) This Agreement and the Pricing Agreement shall be subject to termination in the absolute
discretion of the Representatives, by notice given to the Republic prior to delivery of and payment
for the Designated Securities, if at any time prior to such delivery and payment (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such exchange, (ii) a banking moratorium shall have been
declared either by Federal or New York State authorities or (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States of a national emergency or
war, or other calamity or crisis the effect of which on financial markets is such as to make it, in
the sole judgment of the Representatives, after consultation with the Republic (to the extent
practicable), impractical or inadvisable to proceed with the offering or delivery of the Designated
Securities as contemplated by any Preliminary Prospectus or the Final Prospectus (exclusive of any
amendment or supplement thereto);
(j) Each securities exchange (if any) listed in such Pricing Agreement shall have approved
such Designated Securities for listing; and
(k) The Republic shall have furnished to the Representatives such further information,
certificates and documents as they may reasonably request.
8. Indemnification and Contribution.
(a) The Republic agrees to indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or in any amendment thereof, or in the Base Prospectus, any
Preliminary Prospectus, any Final Prospectus or any other preliminary prospectus supplement
relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus, any
Supplemental Issuer Information or the information contained in the final term sheet required to be
prepared and filed pursuant to the Pricing Agreement, or in any amendment
- 18 -
thereof or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the Republic will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Republic by or on behalf of any Underwriter through the
Representatives specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Republic may otherwise have.
(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the
Republic, its officials and employees to the same extent as the foregoing indemnity from the
Republic to each Underwriter, but only with reference to written information relating to such
Underwriter furnished to the Republic by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which any Underwriter may otherwise
have. The Republic acknowledges that the statements set forth in any Preliminary Prospectus and
the Final Prospectus (i) in the last paragraph of the cover page regarding delivery of the
Securities and (ii) under the heading “Underwriting,” (a) the list of Underwriters and their
respective participation in the sale of the Designated Securities, (b) the sentences related to
concessions and reallowances and (c) the paragraph related to stabilization, syndicate covering
transactions and penalty bids constitute the only information furnished in writing by or on behalf
of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or
any Issuer Free Writing Prospectus.
(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); provided, however, that such counsel shall
be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s
election to appoint counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and the indemnifying
party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the indemnifying party
- 19 -
and the indemnified party shall have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified party within a
reasonable time after notice of the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the indemnifying
party. It is understood that the indemnifying party shall not, in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of
more than one separate firm (in addition to local counsel) for all such indemnified parties and
that such fees and expenses shall be reimbursed as they are incurred. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each indemnified party from
all liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Republic
and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending the same) (collectively “Losses”) to which the Republic and one or more of the
Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits
received by the Republic on the one hand and by the Underwriters on the other from the offering of
the Designated Securities; provided, however, that in no case shall any Underwriter (except as may
be provided in any agreement among underwriters relating to the offering of the Designated
Securities) be responsible for any amount in excess of the underwriting discount or commission
applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the Republic and the Underwriters
severally shall contribute in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Republic on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Republic shall be deemed to be
equal to the total net proceeds from the offering (before deducting expenses) received by it, and
benefits received by the Underwriters shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page of the Final Prospectus.
Relative fault shall be determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information provided by the Republic on the one hand or the Underwriters on the
other, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Republic and the
Underwriters agree that it would not be just and equitable if contribution were determined by pro
rata allocation or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 8, each person who
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controls an Underwriter within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same rights to contribution
as such Underwriter and each official or employee of the Republic shall have the same rights to
contribution as the Republic, subject in each case to the applicable terms and conditions of this
paragraph (d).
9. Default by any Underwriter. If any one or more Underwriters shall fail to purchase and
pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters
hereunder and such failure to purchase and pay shall constitute a default in the performance of its
or their obligations under this Agreement or the Pricing Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the respective proportions which the
principal amount of Designated Securities set forth opposite their names in Schedule I to the
applicable Pricing Agreement bears to the aggregate principal amount of Designated Securities set
forth opposite the names of all the remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Designated
Securities set forth in Schedule I to the applicable pricing Agreement, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to purchase any, of the
Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated
Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the
Republic. In the event of a default by any Underwriter as set forth in this Section 9, the Time of
Delivery shall be postponed for such period, not exceeding five business days, as the
Representatives shall determine in order that the required changes in the Registration Statement
and the Final Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Republic and any nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Representations and Indemnities to Survive. The respective indemnities, agreements,
representations, warranties and other statements of the Republic and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any investigation (or any statement
as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any
Underwriter, the Republic, or any person on behalf of the Republic, and shall survive delivery of
and payment for the Securities.
11. Reimbursement of Expenses. If the sale of the Designated Securities provided for herein
is not consummated because any condition to the obligations of the Underwriters set forth in
Section 7 hereof is not satisfied (exclusive of Section 7(i) hereof), or because of any refusal,
inability or failure on the part of the Republic to perform any provision hereof other by reason of
a default by any of the Underwriters, except as otherwise agreed by the Republic and the
Representatives in writing, the Republic will reimburse the Underwriters severally through the
Representatives on demand and upon presentation of reasonably detailed underlying documentation for
all reasonably incurred expenses (including reasonable fees and disbursements of counsel) that
shall have been incurred by them in connection with the proposed purchase and sale of such
Designated Securities.
- 21 -
12. Free Writing Prospectuses.
(a) (i) The Republic and each Underwriter agree that the Underwriters may prepare and use
one or more preliminary or final term sheets relating to the Securities containing customary
information;
(ii) The Republic represents and agrees that it has not made and will not make any offer
relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus
without the prior consent of the Representatives and that each Pricing Agreement will contain a
complete list of any Issuer Free Writing Prospectuses for which the Republic has received such
consent; and
(iii) Each Underwriter represents and agrees that except for any “free writing prospectus’’
(as defined by Rule 405 under the Act) containing customary information and prepared by the
Underwriters for use by the Underwriters on Bloomberg screens or similar communications and which
is not (x) an Issuer Free Writing Prospectus or (y) a free writing prospectus required to be filed
by the Republic with the Commission or retained by the Republic under Rule 433 other than a free
writing prospectus containing the information contained in the final term sheet prepared and filed
pursuant to Section 5(d) hereto, it has not made and will not make any offer relating to the
Securities that would constitute a free writing prospectus without the prior consent of the
Republic, which consent shall not be unreasonably withheld; provided that the prior consent of the
Republic shall be deemed to have been given in respect of the Free Writing Prospectuses included in
Schedule III to the applicable Pricing Agreement or any Supplemental Issuer Information included in
Schedule IV to the applicable Pricing Agreement.
(b) The Republic has complied and will comply with the requirements of Rule 433 under the Act
applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission,
retention where required and legending; and
(c) The Republic agrees that if at any time following issuance of an Issuer Free Writing
Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus
would conflict with the information in the Registration Statement, the Preliminary Prospectus,
Final Prospectus and Base Prospectus or would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of
the circumstances then prevailing, not misleading, the Republic will give prompt notice thereof to
the Representatives and, if requested by the Representatives, will prepare and furnish without
charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct
such conflict, statement or omission; provided, however, that this representation and warranty
shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in
reliance upon and in conformity with information furnished in writing to the Republic by any
Underwriter of Designated Securities through the Representatives expressly for use therein.
13. Notices. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto
shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any
- 22 -
Underwriter made or given by such Representatives jointly or by such of the Representatives, if
any, as may be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in writing, and if to the
Underwriters shall be delivered or sent by mail or facsimile transmission to the address of the
Representatives as set forth in the Pricing Agreement; and if to the Republic shall be delivered or
sent by mail, facsimile transmission or telex to the Government Debt Management Agency Ltd.,
Csalogány u. 0-00, X-0000 Xxxxxxxx, Xxxxxxx, Attention: Xx. Xxxxxx Xxxxx, telephone x00-0-000-0000,
telecopier x00-0-000-0000; provided, however, that any notice to an Underwriter pursuant to Section
8(c) hereof shall be delivered or sent by mail or facsimile transmission to such Underwriter at its
address set forth in Schedule V to the applicable Pricing Agreement, which address will be supplied
to the Republic by the Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
14. Successors. This Agreement and each Pricing Agreement shall be binding upon, and inure
solely to the benefit of, the Underwriters, the Republic and, to the extent provided in Section 8
and Section 10 hereof, each person who controls any Underwriter and any person who signed the
Registration Statement or any post-effective amendment thereto, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall acquire or have any
right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of
the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
15. Fiduciary Duty. The Republic hereby acknowledges that (i) the purchase and sale of the
Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Republic, on the one hand, and the Underwriters and any Representative through which it may be
acting, on the other, (ii) the Underwriters are acting as principal and not as an agent or
fiduciary of the Republic and (iii) the Republic’s engagement of the Underwriters in connection
with the offering and the process leading up to the offering is as independent contractors and not
in any other capacity. Furthermore, the Republic agrees that it is solely responsible for making
its own judgments in connection with the offering (irrespective of whether any of the Underwriters
has advised or is currently advising the Republic on related or other matters). The Republic
agrees that it will not claim that the Underwriters have rendered advisory services of any nature
or respect, or owe an agency, fiduciary or similar duty to the Republic, in connection with such
transaction or the process leading thereto.
16. Obligation Currency. The obligation of the parties to make payments hereunder is in
U.S. dollars (the “Obligation Currency’’) and such obligation shall not be discharged or satisfied
by any tender or recovery pursuant to any judgment expressed in any currency other than the
Obligation Currency or any other realization in such other currency, whether as proceeds of
set-off, security, guarantee, distributions, or otherwise, except to the extent to which such
tender, recovery or realization shall result in the receipt by the party which is to receive such
payment of the full amount of the Obligation Currency expressed to be payable hereunder. The party
liable to make such payment agrees to indemnify the party which is to receive such payment for the
amount (if any) by which such receipt shall exceed the full amount of the Obligation Currency, and,
in each case, such obligation shall not be affected by judgment being obtained for any other sums
due under this Agreement. The parties agree that the rate of exchange which shall be used
- 23 -
to determine if such tender, recovery or realization shall result in the receipt by the party which
is to receive such payment of the full amount of the Obligation Currency expressed to be payable
hereunder shall be the noon buying rate in New York City for cable transfers in such foreign
currency as certified for customs purposes by the Federal Reserve Bank of New York for the business
day preceding that on which the judgment becomes a final judgment or, if such noon buying rate is
not available, the rate of exchange shall be the rate at which in accordance with normal banking
procedures the Underwriters could purchase United States dollars with such foreign currency on the
business day preceding that on which the judgment becomes a final judgment.
17. Authorized Agent. The Republic hereby appoints the Consulate General of Hungary, 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent’’) upon
whom process may be served in any action arising out of or based upon this Agreement or the Pricing
Agreement with respect to any Designated Securities which may be instituted in any State or Federal
court in The City of New York by any Underwriter or by any persons controlling such Underwriter,
and the Republic hereby irrevocably submits to the jurisdiction of any such court in respect of any
such action. The Republic hereby irrevocably waives any immunity to service of process and any
objection to venue in respect of any such action to which it might otherwise be entitled in any
action arising out of or based on this Agreement or such Pricing Agreement which may be instituted
by any Underwriter or by any persons controlling such Underwriter in any such court or in any
competent court in the Republic, and the Republic waives any right to which it may be entitled on
account of residence or domicile. Such appointment shall be irrevocable so long as any Designated
Security remains outstanding unless and until the Office of the Trade Commissioner ceases to be
able to act as Authorized Agent or ceases to have an address in the United States, at which time
the Republic will appoint another person in The City of New York, selected in its discretion, as
such Authorized Agent. Prior to the Time of Delivery for such Designated Securities, the Republic
shall obtain the acceptance of the Office of the Trade Commissioner to the appointment as such
Authorized Agent, a copy of which acceptance it shall provide to the Representatives. The Republic
shall take any and all action, including the filing of any and all documents and instruments, that
may be necessary to continue such appointment or appointments in full force and effect as
aforesaid. Service of process upon the Authorized Agent at the address indicated above, as such
address may be changed within The City of New York by notice given by the Authorized Agent to each
party hereto, shall be deemed, in every respect, effective service of process upon the Republic.
Notwithstanding the foregoing, any action arising out of or based on the Securities may be
instituted by any Underwriter or any persons controlling such Underwriter in any competent court in
the Republic. The Republic hereby irrevocably waives any immunity from jurisdiction (including
sovereign immunity but not any immunity from execution or attachment or process in the nature
thereof) to which it might otherwise be entitled in any action arising out of or based on this
Agreement or such Pricing Agreement which may be instituted by any Underwriter or any persons
controlling such Underwriter in any State or Federal court in The City of New York or in any
competent court in the Republic. Such waiver constitutes only a limited and specific waiver for
the purposes of this Agreement, the Fiscal Agency Agreement or the Designated Securities and under
no circumstances shall it be interpreted as a general waiver by the Republic or a waiver with
respect to proceedings unrelated to this Agreement, the Fiscal Agency Agreement or the Designated
Securities. Neither such appointment nor such waiver shall be interpreted to include a waiver of
any immunity with respect to: (i) actions brought against the Republic under
- 24 -
U.S. State or Federal securities laws; (ii) present or future “premises of the mission” as defined
in the Vienna Convention on Diplomatic Relations signed in 1961; (iii) “Consular premises” as
defined in the Vienna Convention on Consular Relations signed in 1963; (iv) any other property or
assets used solely or mainly for official state purposes in the Republic or elsewhere; or (v)
military property or military assets or property or assets of the Republic related thereto.
18. Time of the Essence. Time shall be of the essence of each Pricing Agreement. As used
herein, “business day’’ shall mean any day other than a Saturday, a Sunday or a legal holiday or a
day on which banking institutions or trust companies are authorized or obligated by law to close in
The City of New York or London, England.
19. Applicable Law. This Agreement and each Pricing Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
20. Counterparts. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together constitute one and the same
instrument.
21. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.
- 25 -
| Very truly yours, THE REPUBLIC OF HUNGARY Represented by its Minister of Finance |
||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Chief Executive Officer of the Government Debt Management Agency Pte Ltd. of the Republic of Hungary as attorney for the Republic of Hungary represented by its Minister of Finance | |||
- 26 -
ANNEX I
Pricing Agreement
[Names of Representatives]
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o [Representative]
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o [Representative]
[DATE]
Dear Sirs:
The Republic of Hungary (the “Republic’’) proposes, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated [•] (the “Underwriting Agreement’’), to issue and
sell to the Underwriters named in Schedule I hereto (the “Underwriters’’) the Securities specified
in Schedule II hereto (the “Designated Securities’’). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in full herein; and each
of the representations and warranties set forth therein shall be deemed to have been made at and as
of the date of this Pricing Agreement, except that each representation and warranty which refers to
the Preliminary Prospectus, Final Prospectus and Base Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Preliminary Prospectus, Final Prospectus and Base Prospectus (as
therein defined), and also a representation and warranty as of the date of this Pricing Agreement
in relation to the Preliminary Prospectus, Final Prospectus and Base Prospectus as amended or
supplemented relating to the Designated Securities which are the subject of this Pricing Agreement.
Each reference to the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and
the address of the Representatives referred to in such Section 13 are set forth at the end of
Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Preliminary Prospectus,
Final Prospectus and Base Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement
incorporated herein by reference, the Republic agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Republic, at the time and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
A-1
Set forth in Schedule III hereto is a complete list of Issuer Free Writing Prospectuses used
in connection with offers relating to the Designated Securities.
If the foregoing is in accordance with your understanding, please sign and return to us [•]
counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this
letter and such acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Republic. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement
among Underwriters, the form of which shall be submitted to the Republic for examination upon
request, but without warranty on the part of the Representatives as to the authority of the signers
thereof.
| Very truly yours, THE REPUBLIC OF HUNGARY Represented by its Minister of Finance |
||||
| By: | ||||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Chief Executive Officer of the Government Debt Management Agency Pte Ltd. of the Republic of Hungary as attorney for the Republic of Hungary represented by its Minister of Finance | |||
| Accepted as of the date hereof: [Names of Representatives] On behalf of each of the Underwriters |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
A-2
SCHEDULE I
| Principal Amount of | ||||
| Designated | ||||
| Securities to be | ||||
| Underwriter | Purchased | |||
[Names of Underwriters] |
$ | |||
Total |
$ | |||
A-3
SCHEDULE II
Filed Pursuant to Rule 433
Registration No. 333-
•,
PRICING TERM SHEETS
| •% Notes due___ | ||
Issuer: |
||
Security:
|
•% Notes due ___ | |
Size:
|
$• | |
Maturity Date:
|
•, ___ | |
Coupon:
|
•% | |
Interest Payment Dates:
|
• and •, commencing •, | |
Price to Public:
|
•% | |
Benchmark Treasury:
|
• | |
Benchmark Treasury Yield:
|
•% | |
Spread to Benchmark Treasury:
|
+ • bp | |
Yield:
|
•% | |
Make-Whole Call:
|
• | |
Expected Settlement Date:
|
•, | |
CUSIP:
|
• | |
Anticipated Ratings:
|
[• by Xxxxx’x Investors Service, Inc.] | |
| [• by Standard & Poor’s Ratings Services] | ||
| [• by Fitch Ratings, Ltd.] |
Joint Book-Running Managers:
Co-Managers:
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering.
You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling [ ] toll free at
[ ].
A-4
SCHEDULE III
Issuer Free Writing Prospectuses
A-5
SCHEDULE IV
Supplemental Issuer Information
A-6
SCHEDULE V
Addresses for Notices
A-7
