18-k-a Sample Contracts

UNDERWRITING AGREEMENT
Province of New Brunswick • October 23rd, 2002 • American depositary receipts • New York
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EXHIBIT 4 CANADA MORTGAGE AND HOUSING CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • November 24th, 2003 • Canada Mortgage & Housing Corp • Foreign governments • New York
EXHIBIT 5 CANADA MORTGAGE AND HOUSING CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • September 14th, 2006 • Canada Mortgage & Housing Corp • Foreign governments • New York
FISCAL AGENCY AGREEMENT AMONG JAPAN BANK FOR INTERNATIONAL COOPERATION JAPAN MUFG BANK, LTD., LONDON BRANCH Fiscal Agent, Registrar, Principal Paying Agent and Transfer Agent AND COMPANY, NATIONAL ASSOCIATION Registrar, Principal Paying Agent and...
Fiscal Agency Agreement • January 18th, 2024 • Japan Bank for International Cooperation • Foreign governments • New York

This FISCAL AGENCY AGREEMENT, is made as of January 17, 2024 (New York City time) / January 18, 2024 (Tokyo time), among JAPAN BANK FOR INTERNATIONAL COOPERATION, a joint stock corporation organized and existing under the laws of Japan (the “Issuer”), JAPAN, MUFG BANK, LTD., LONDON BRANCH, a corporation organized and existing under the laws of Japan, as Fiscal Agent, Registrar, Principal Paying Agent and Transfer Agent, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as U.S. Representative of the Fiscal Agent, Registrar, Principal Paying Agent and Transfer Agent.

EUROPEAN INVESTMENT BANK
Underwriting Agreement • February 13th, 2024 • European Investment Bank • Foreign governments • New York
JAPAN BANK FOR INTERNATIONAL COOPERATION Unconditionally and Irrevocably Guaranteed as to Payment of Principal and Interest by JAPAN UNDERWRITING AGREEMENT
Underwriting Agreement • January 18th, 2024 • Japan Bank for International Cooperation • Foreign governments • New York
The Republic of Türkiye Underwriting Agreement
Underwriting Agreement • February 15th, 2024 • Republic of Turkey • Foreign governments • New York

The Republic of Türkiye (“The Republic” or the “State”) acting by and through its Minister of Treasury and Finance, proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under a fiscal agency agreement identified in Schedule I hereto (the “Fiscal Agency Agreement”) between The Republic and the fiscal agent identified in Schedule I hereto (the “Fiscal Agent”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives”, as used herein, shall each be deemed to refer to such firm or firms.

EXPORT DEVELOPMENT CANADA
Fiscal Agency Agreement • February 21st, 2020 • Export Development Canada/Cn • Foreign governments • Ontario

FISCAL AGENCY AGREEMENT dated as of February 24, 2020, between Export Development Canada (“EDC”) and Citibank, N.A. (“Citibank”), a national banking association authorized to do business in New York, as fiscal agent, transfer agent, registrar and principal paying agent.

Republic of Colombia Underwriting Agreement
Underwriting Agreement • November 14th, 2023 • Republic of Colombia • Foreign governments • New York

The Republic of Colombia (the “Republic”) proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amounts of its securities identified in Schedule I hereto, such amounts being subject to potential adjustment as provided in Schedule II hereto, consisting of (i) 8.000% Global Bonds due 2035 to be issued under an indenture, dated as of January 28, 2015, as amended and supplemented by the First Supplemental Indenture, dated as of September 8, 2015 (as amended and supplemented, the “Indenture”), between the Republic and the trustee named therein (the “Trustee”), in the respective forms filed as exhibits to the Registration Statement (as hereinafter defined) (the “2035 Global Bonds”) and (ii) 8.750% Global Bonds due 2053 to be issued under the Indenture (the “2053 Global Bonds” and, together with the 2035 Global Bonds, the “Securities”).

STATE OF ISRAEL LOGO] STATE OF ISRAEL Underwriting Agreement
Fiscal Agency Agreement • March 2nd, 2004 • Israel State Of • Foreign governments • New York
REGISTERED GLOBAL SECURITY CUSIP No. 698299 BY9 ISIN No. US698299BY91 Common Code: 277634651
Panama Republic Of • February 29th, 2024 • 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.

PROVINCE OF ONTARIO US$3,000,000,000 FISCAL AGENCY AGREEMENT Dated as of January 18, 2024
Fiscal Agency Agreement • January 18th, 2024 • Ontario Province Of • Foreign governments • Ontario

FISCAL AGENCY AGREEMENT dated as of January 18, 2024, between the Province of Ontario (the “Province”) and The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, as fiscal agent, transfer agent, registrar, DTC Custodian (as defined below) and principal paying agent.

REPUBLIC OF PANAMA (the “Republic”) TERMS AGREEMENT
Terms Agreement • February 29th, 2024 • 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. 333-273534) (the “Registration Statement”), the following Offered Securities on the following terms:

QUÉBEC
Terms Agreement • September 8th, 2023 • Quebec • Foreign governments

On behalf of the several Underwriters named in Schedule I hereto and for their respective accounts, we offer to purchase on and subject to the terms and conditions of this Terms Agreement and the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated August 31, 2023 (the “Underwriting Agreement Standard Provisions”), the following Designated Securities on the following terms. All of the provisions of the Underwriting Agreement Standard Provisions attached hereto are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Except as otherwise indicated, capitalized terms used herein have the meanings specified in the Underwriting Agreement Standard Provisions:

GOVERNMENT OF JAMAICA J$46,600,000,000 9.625% NOTES DUE 2030 UNDERWRITING AGREEMENT
Underwriting Agreement • November 9th, 2023 • Jamaica Government Of • Foreign governments
QUÉBEC DUE September 8, 2033 FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • September 8th, 2023 • Quebec • Foreign governments

AND: THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent, registrar, principal paying agent and transfer agent

PROVINCE OF MANITOBA FISCAL AGENCY AGREEMENT July 27, 2023
Fiscal Agency Agreement • July 27th, 2023 • Province of Manitoba • American depositary receipts • New York

FISCAL AGENCY AGREEMENT (this “Agreement”), dated as of July 27, 2023, between Province of Manitoba (the “Province” or the “Issuer”) and HSBC Bank USA, National Association (the “Fiscal Agent”), a national banking association organized under the laws of the United States of America, as registrar, fiscal agent, transfer agent and principal paying agent.

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TERMS AGREEMENT FEDERATIVE REPUBLIC OF BRAZIL
Terms Agreement • January 29th, 2024 • Federative Republic of Brazil • Foreign governments • New York

Subject in all respects to the terms and conditions contained in the Underwriting Terms (as defined below), the underwriters named in Annex I hereto (the “Underwriters”) severally and not jointly agree to purchase, and the Federative Republic of Brazil (“Brazil”) agrees to sell, the principal amount set forth in Annex I hereto of (i) the 6.125% Global Bonds due 2034 (the “2034 Global Bonds”) of Brazil and (ii) the 7.125% Global Bonds due 2054 (the “2054 Global Bonds”, and together with the 2034 Global Bonds, the “Global Bonds”) of Brazil, having the terms set forth in the Prospectus Supplement dated January 22, 2024 (the “Prospectus Supplement”), at the Purchase Price set forth in the Prospectus Supplement and described herein under “Purchase Price” below. For purposes of this Terms Agreement (as defined below), (i) “Underwriting Terms” means the Underwriting Terms, dated January 2024 and attached hereto as Schedule A, incorporated by reference herein as if fully set forth herein, as m

UNITED MEXICAN STATES U.S.$2,203,576,000 4.875% GLOBAL NOTES DUE 2033
Terms Agreement • August 19th, 2022 • United Mexican States • Foreign governments • New York

* 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. Each securities rating should be evaluated independent of each other securities rating.

STATE OF ISRAEL Underwriting Agreement
Underwriting Agreement • January 17th, 2023 • Israel, State Of • Foreign governments • New York

The Government of Israel on behalf of the State of Israel (“Israel”) proposes, upon the terms and conditions set forth in this agreement (the “Agreement”), to issue and sell to you (the “Underwriters”) $2,000,000,000 principal amount of its 4.500% Bonds due 2033 (the “Offered Securities”) pursuant to the provisions of a Fiscal Agency Agreement dated as of March 13, 2000, as amended by Amendment No. 1 to Fiscal Agency Agreement dated as of February 24, 2004 and Amendment No. 2 to Fiscal Agency Agreement dated as of January 5, 2016 (as so amended, the “Fiscal Agency Agreement”), in each case between Israel and Citibank, N.A., as fiscal agent (the “Fiscal Agent”).

UNDERWRITING AGREEMENT Dated November 6, 2023 REPÚBLICA ORIENTAL DEL URUGUAY, acting through the Ministry of Economy and Finance AND BNP PARIBAS SECURITIES CORP. AND GOLDMAN SACHS & CO. LLC AND SCOTIA CAPITAL (USA) INC. UNDERWRITING AGREEMENT 5.750%...
Underwriting Agreement • November 13th, 2023 • Uruguay Republic Of • Foreign governments • New York

REPÚBLICA ORIENTAL DEL URUGUAY acting through the Ministry of Economy and Finance (the “Republic”) proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”) an additional U.S.$700,000,000 aggregate principal amount of its 5.750% USD Bonds due 2034 (the “Securities”). The Securities will be issued pursuant to the indenture dated as of October 27, 2015 (as amended and supplemented, the “Indenture”), among the Republic and The Bank of New York Mellon, as trustee (the “Trustee”). A form of the Indenture was filed on October 19, 2015 with the U.S. Securities and Exchange Commission (the “Commission”).

FISCAL AGENCY AGREEMENT Between EUROPEAN INVESTMENT BANK and
Fiscal Agency Agreement • December 21st, 2023 • European Investment Bank • Foreign governments • New York

FISCAL AGENCY AGREEMENT dated as of December 21, 2023 between the EUROPEAN INVESTMENT BANK (the “Issuer”), and CITIBANK, N.A., LONDON BRANCH, a national banking corporation duly organized and existing under the laws of the State of New York (“Citibank”), as Fiscal Agent.

PROVINCE OF BRITISH COLUMBIA FISCAL AGENCY AGREEMENT Dated as of November 15, 2023 PROVINCE OF BRITISH COLUMBIA
Fiscal Agency Agreement • November 15th, 2023 • Province of British Columbia • Foreign governments • British Columbia

FISCAL AGENCY AGREEMENT dated as of November 15, 2023, between the Province of British Columbia (the “Province”) and The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York acting pursuant to its appointment under Section 2 of this Agreement (the “Fiscal Agent”, which term includes any successor Fiscal Agent appointed in accordance with this Agreement).

QUÉBEC DUE February 13, 2023
Fiscal Agency Agreement • February 14th, 2013 • Quebec • Foreign governments

AND: DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as fiscal agent, registrar, principal paying agent and transfer agent

REPUBLIC OF PERU €825,000,000 1.250% Euro-Denominated Global Bonds due 2033 UNDERWRITING AGREEMENT
Underwriting Agreement • March 25th, 2021 • Peru Republic Of • Foreign governments • New York

THE REPUBLIC OF PERU (“Peru”) proposes to issue and sell to the underwriters whose names are set forth on Schedule I hereto, acting severally, not jointly (each an “Underwriter” and, collectively, the “Underwriters”), €825,000,000 aggregate principal amount of its 1.250% Euro-denominated Global Bonds due 2033 (the “Global Bonds”) to be issued pursuant to an indenture, dated as of August 25, 2015 (the “Indenture”), among Peru, The Bank of New York Mellon, as trustee (the “Trustee”), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent. The transaction contemplated by this Agreement, including the issuance, sale and delivery of the Global Bonds and the resale thereof by the Underwriters, is referred to in this Agreement as the “Offering.”

Dated as of May 4, 2021 REPUBLIC OF CHILE BOFA SECURITIES, INC. CREDIT AGRICOLE SECURITIES (USA) INC. AND GOLDMAN SACHS & CO. LLC UNDERWRITING AGREEMENT US$300,000,000 2.450% Notes due 2031 US$1,700,000,000 3.100% Notes due 2041 REPUBLIC OF CHILE...
Underwriting Agreement • May 10th, 2021 • Republic of Chile • Foreign governments • New York

We have acted as special Chilean counsel to the Underwriters in connection with the Agreements and issuance of the Notes. In connection with this opinion we have examined:

Contract
Fiscal Agency Agreement • April 28th, 2021 • Republic of the Philippines • Foreign governments • New York

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK MELLON, LONDON BRANCH, (THE “COMMON DEPOSITARY”), AS COMMON DEPOSITARY FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM”), 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 THE COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.

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