REPUBLIC OF PANAMA (the “Republic”) TERMS AGREEMENTTerms Agreement • September 26th, 2014 • Panama Republic Of • Foreign governments • New York
The undersigned agrees to sell to the Underwriters named in Schedule A hereto, on and subject to the terms and conditions of the Underwriting Agreement (the “Underwriting Agreement”) attached hereto as Schedule D and filed as an exhibit to the Republic’s registration statements under Schedule B of the Securities Act of 1933 (Nos. 333-163050 and 333-196195) (collectively, the “Registration Statement”), the following Offered Securities on the following terms:
REGISTERED GLOBAL SECURITY CUSIP No. 698299 BD5 ISIN No. US698299BD54 Common Code: 111287791Fiscal Agency Agreement • September 26th, 2014 • Panama Republic Of • Foreign governments
THIS SECURITY IS A DEFINITIVE REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.
