REPUBLIC OF PANAMA (the “Republic”) TERMS AGREEMENTTerms Agreement • May 15th, 2017 • 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 E and filed as an exhibit to the Republic’s registration statement under Schedule B of the Securities Act of 1933 (No. 333-215316) (the “Registration Statement”), the following Offered Securities on the following terms:
FORM OF REGISTERED GLOBAL SECURITY CUSIP No. 698299 BF0 ISIN No. US698299BF03 Common Code: 138083179Registered Global Security • May 15th, 2017 • 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.
