REPUBLIC OF PANAMA (the “Republic”) TERMS AGREEMENTTerms Agreement • July 28th, 2008 • 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 statement under Schedule B of the Securities Act of 1933 (No. 333-135234), the following Offered Securities on the following terms:
Dealer Managers AgreementDealer Managers Agreement • July 28th, 2008 • Panama Republic Of • Foreign governments • New York
Invitation”, “Description of the 2029 Bonds” and “Taxation—United States Federal Income and Estate Taxation” in the Prospectus and under the captions “Debt Securities” in the Basic Prospectus as then amended or supplemented insofar as they purport to summarize provisions of documents therein described; that such counsel do not express any opinion or belief as to the financial statements and related schedules or other financial or statistical data; that such counsel do not express an opinion or belief as to the laws of Panama or as to information supplied by or on behalf of the Joint Dealer Managers in writing expressly for use therein; and that their letter is furnished as United States counsel for Panama to you and is solely for the benefit of the Joint Dealer Managers.
