TERMS AGREEMENTTerms Agreement • November 18th, 2011 • Panama Republic Of • Foreign governments • New York
The undersigned selling security holder, Banco Nacional de Panamá (the “Seller”), acting not in its individual capacity but solely as trustee of the Fondo Fiduciario para el Desarrollo (the “Fund”), a trust fund formed and existing under the laws of the Republic of Panama (the “Republic” or “Panama”), agrees to sell to the Underwriters named in this Terms Agreement, on and subject to the terms and conditions of the Underwriting Agreement (the “Underwriting Agreement”) attached hereto as Schedule C in connection with the sale of the following Offered Securities on the following terms:
