on behalf ofDistribution Agreement • November 13th, 2003 • State of Queensland Australia • Foreign governments • New York
AND o AND oSubscription Agreement • March 28th, 2005 • Landeskreditbank Baden Wurttemberg Forderbank • Foreign governments
THE REPUBLIC OF THE PHILIPPINES UNDERWRITING AGREEMENT STANDARD TERMS (DEBT SECURITIES AND WARRANTS) 1. Introduction. The Republic of the Philippines (the "Republic") may issue and sell from time to time certain of its debt securities, and, if so...Underwriting Agreement • August 28th, 2003 • Republic of the Philippines • Foreign governments • New York
LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK as Issuer - and -Agency Agreement • March 28th, 2005 • Landeskreditbank Baden Wurttemberg Forderbank • Foreign governments • New York
Dated ____________,Subscription Agreement • December 20th, 2002 • KFW International Finance Inc • American depositary receipts
on behalf ofDistribution Agreement • November 13th, 2003 • State of Queensland Australia • Foreign governments • New York
FISCAL AGENCY AGREEMENT AMONG JAPAN INTERNATIONAL COOPERATION AGENCY JAPAN [NAME OF FISCAL AGENT] Fiscal Agent, Principal Paying Agent and Transfer Agent AND [NAME OF U.S. REPRESENTATIVE] Principal Paying Agent and Transfer Agent Dated as of [●], [●]...Fiscal Agency Agreement • December 22nd, 2022 • Japan International Cooperation Agency • Foreign governments • New York
This FISCAL AGENCY AGREEMENT, is made as of [●], [●] (New York City time)/[●], [●] (Tokyo time), among JAPAN INTERNATIONAL COOPERATION AGENCY, an incorporated administrative agency organized and existing under the laws of Japan (the “Issuer”), JAPAN, [NAME OF FISCAL AGENT], a banking corporation organized and existing under the laws of Japan, as Fiscal Agent, Principal Paying Agent and Transfer Agent, and [NAME OF U.S. REPRESENTATIVE], [●] organized and existing under the laws of the United States of America, as U.S. Representative of the Fiscal Agent, Principal Paying Agent and Transfer Agent].
FORM OF PROPOSED UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2023 • European Investment Bank • Foreign governments • New York
Exhibit 1.1 LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK U.S.$ o o% Notes due o SUBSCRIPTION AGREEMENT January o, 2005 SUBSCRIPTION AGREEMENT dated January o, 2005 among (1) LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK, a public law institution...Subscription Agreement • January 11th, 2005 • Landeskreditbank Baden Wurttemberg Forderbank
JAPAN INTERNATIONAL COOPERATION AGENCY [TITLE OF SECURITIES] Unconditionally and Irrevocably Guaranteed as to Payment of Principal and Interest by JAPAN UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2022 • Japan International Cooperation Agency • Foreign governments • New York
The Republic of Turkey Form of Underwriting AgreementUnderwriting Agreement • December 2nd, 2010 • Republic of Turkey • Foreign governments • New York
EXPORT DEVELOPMENT CANADA [•]% UNITED STATES DOLLAR BONDS DUE [•], 20[•] FISCAL AGENCY AGREEMENT Dated as of [•], 20[•]Fiscal Agency Agreement • December 22nd, 2021 • Export Development Canada/Cn • Foreign governments • Ontario
FISCAL AGENCY AGREEMENT dated as of [•], 20[•], 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 AgreementUnderwriting Agreement • February 26th, 2021 • 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 debt securities 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”), and, if so specified in Schedule I1 hereto, warrants to purchase Securities (the “Warrants”) to be issued under a warrant agreement (the “Warrant Agreement”) between the Republic and the warrant agent named therein (the “Warrant Agent”), in the respective forms filed or to be filed as exhibits to the Registration Statement (as h
EXHIBIT B FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 22nd, 2003 • Peru Republic Of • Foreign governments • New York
QUÉBEC [ ]% Global Notes Series [ ] due [ ] TERMS AGREEMENTTerms Agreement • October 12th, 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 [ ] (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:
ContractSubscription Agreement • July 16th, 2003 • Broad Scope Enterprises Inc • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ARNOLD & PORTER --------------------- March 21, 2003 Ministry of Finance Government of Israel 1 Kaplan Street Hakirya, Jerusalem 91008 ISRAEL Ladies and Gentlemen: We have acted as special United States counsel for the Government of Israel ("Israel"),...Israel State Of • March 24th, 2003 • Foreign governments
This opinion is limited to the federal laws of the United States and the laws of the State of New York, and we do not express any opinion herein concerning the laws of any other jurisdiction. Insofar as the opinion set forth herein relates to matters of the law of Israel we have relied upon the opinion of the Legal Advisor to the Ministry of Finance of the State of Israel, a copy of which is being filed as Exhibit 4(3) to the Registration Statement, and our opinion herein is subject to any and all exceptions and reservations set forth therein.
FORM OF UNDERWRITNG AGREEMENT GOVERNMENT OF JAMAICA UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2012 • Jamaica Government Of • Foreign governments • New York
recorded or enrolled with any court or authority in Jamaica or that a stamp, registration or similar tax in Jamaica be paid on in relation to them, nor will it be necessary for the Underwriters, the parties to the Fiscal Agency Agreement or the holders of the Securities to register themselves for the purpose of taking any legal or other measures to enforce the Underwriting Agreement, the Fiscal Agency Agreement or the Securities in Jamaica.
QUÉBEC •% GLOBAL NOTES SERIES • DUE • FISCAL AGENCY AGREEMENTFiscal Agency Agreement • October 12th, 2023 • Quebec • Foreign governments
WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated •, among the Issuer, on the one hand, and • and •, each acting on behalf of itself, on the other hand, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated •, the Issuer has agreed to create, issue and sell U.S.$• aggregate principal amount of •% Global Notes Series • due • (herein collectively called the “Notes” or, individually, a “Note”);
UNDERWRITING AGREEMENT Dated [ ], [ ] REPUBLICA ORIENTAL DEL URUGUAY, BANCO CENTRAL DEL URUGUAY, AS FINANCIAL AGENTUnderwriting Agreement • March 11th, 2003 • Uruguay Republic Of • Foreign governments • New York
FORM OF TERMS AGREEMENT] FEDERATIVE REPUBLIC OF BRAZIL [TITLE OF ISSUE]Terms Agreement • January 3rd, 2022 • 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 [TITLE OF ISSUE] (the “Notes”) of Brazil, having the terms set forth in the Prospectus Supplement dated [•] (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 November 2019 and attached hereto as Schedule A, incorporated by reference herein as if fully set forth herein, as modified by the terms and conditions of this Terms Agreement (this “Terms Agreement”), (ii) all references to “Debt Securities” in the Underwriting Terms shall be references to the Not
FORM OF TERMS AGREEMENT] UNITED MEXICAN STATES [TITLE OF ISSUE]Terms Agreement • January 24th, 2022 • United Mexican States • Foreign governments • New York
Subject in all respects to the terms and conditions contained in the Underwriting Terms (as defined below), the undersigned (the “Underwriters”) [jointly and severally/severally and not jointly] agree to purchase, and the United Mexican States (“Mexico”) agrees to sell, [the principal amount set forth in Annex I hereto of/[AMOUNT] principal amount of]1 [TITLE OF ISSUE] (the “Notes”) of Mexico, having the terms set forth in the Prospectus Supplement dated the date hereof attached hereto as Annex [I/II] (the “Prospectus Supplement”), at the Purchase Price set forth in the Prospectus Supplement and described herein under “Payment” below. For purposes of this Terms Agreement (as defined below), “Underwriting Terms” means the Underwriting Terms, dated January 2022 and attached hereto as [Schedule A] and incorporated by reference as an exhibit to Mexico’s Registration Statement under Schedule B of the Securities Act of 1933 (No[s]. [REGISTRATION STATEMENT NUMBER(S)]) (the “Registration State
STATE OF ISRAEL Underwriting AgreementUnderwriting Agreement • September 27th, 2012 • Israel State Of • Foreign governments • New York
The Government of Israel on behalf of the State of Israel (“Israel”) proposes to sell to the entities listed on Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $[·] principal amount of its [·]% Bonds due [·], 20[·] (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 (the “Fiscal Agency Agreement”), between Israel and Citibank, N.A., as fiscal agent (the “Fiscal Agent”).
FORM OF PROPOSED FISCAL AGENCY AGREEMENTFiscal Agency Agreement • September 26th, 2023 • European Investment Bank • Foreign governments • New York
FISCAL AGENCY AGREEMENT dated as of [ ], between the EUROPEAN INVESTMENT BANK (the “Issuer”), and [ ], a national banking corporation duly organized and existing under the laws of the State of New York (“[ ]”), as Fiscal Agent.
QUÉBEC [ ]% GLOBAL NOTES SERIES [ ] DUE [ ] FISCAL AGENCY AGREEMENTFiscal Agency Agreement • December 10th, 2010 • Quebec • Foreign governments
WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated [ ], between the Issuer and [ ], as Representative of the several Underwriters named therein, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated [ ], the Issuer has agreed to create, issue and sell [ ] aggregate principal amount of [ ]% Global Notes Series [ ] due [ (herein collectively called the “Notes” or, individually, a “Note”);
FISCAL AGENCY AGREEMENT Among THE STATE TREASURY OF THE REPUBLIC OF POLAND REPRESENTED BY THE MINISTER OF FINANCE and CITIBANK, N.A., LONDON BRANCH, Fiscal Agent and BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME, Luxembourg Listing and Paying...Fiscal Agency Agreement • February 28th, 2024 • Poland Republic Of • New York
FISCAL AGENCY AGREEMENT, dated as of [●], by and among the State Treasury of the Republic of Poland, represented by the Minister of Finance (the “State Treasury”), Citibank, N.A., London Branch, a banking corporation organized and existing under the laws of The State of New York, as Fiscal Agent (defined herein), and Banque Internationale à Luxembourg, société anonyme, as Luxembourg Agent (defined herein).
CANADA [_]% UNITED STATES DOLLAR BONDS DUE [_] FORM OF FISCAL AGENCY AGREEMENT Dated as of [_]Fiscal Agency Agreement • December 22nd, 2021 • Canada • Foreign governments • Ontario
FISCAL AGENCY AGREEMENT dated as of [_] (“Agreement”), between Her Majesty in right of Canada, as represented by the Minister of Finance, (“Canada”) and [_], as fiscal agent, transfer agent, registrar and principal paying agent.
ContractSecureAlert, Inc. • September 27th, 2013 • Communications equipment, nec • Utah
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE LAW, OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT
THE STATE TREASURY OF THE REPUBLIC OF POLAND Represented by THE MINISTER OF FINANCE Underwriting AgreementUnderwriting Agreement • February 28th, 2024 • Poland Republic Of • New York
The State Treasury of the Republic of Poland, represented by the Minister of Finance (the “State Treasury”), proposes to issue and sell to the several Underwriters listed in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), a principal amount of U.S.$[ · ][ · ]% Notes due [ · ], of U.S.$[ · ][ · ]% Notes due [ · ] and U.S.$[ · ] [ · ]% Notes due [ · ] identified in Schedule I hereto (together, the “Securities”). The Securities will be issued pursuant to the fiscal agency agreement specified in Schedule I hereto (the “Fiscal Agency Agreement”) among the State Treasury, the fiscal agent identified in such schedule (the “Fiscal Agent”) and the Luxembourg listing and paying agent identified in such schedule (the “Listing Agent”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto as Representatives, then the terms “Underwriters” and “Representatives”, as used herein, shall e
FISCAL AGENCY AGREEMENT Between FMS WERTMANAGEMENT and THE BANK OF NEW YORK MELLON, Fiscal Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., Listing Agent Dated as of November 14, 2012 Debt SecuritiesFiscal Agency Agreement • December 20th, 2016 • FMS Wertmanagement • Foreign governments • New York
FISCAL AGENCY AGREEMENT, dated as of November 14, 2012 between FMS WERTMANAGEMENT (“FMS-WM”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent (the “Fiscal Agent”), principal paying agent (the “Paying Agent”), transfer agent (the “Transfer Agent”) and registrar (the “Registrar”) and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg listing agent (the “Listing Agent”) and Luxembourg local agent (the “Luxembourg Local Agent”).
Exhibit A DEVELOPMENT BANK OF JAPAN INC. [Currency] Debt Securities Unconditionally and Irrevocably Guaranteed as to Payment of Principal and Interest by JAPAN UNDERWRITING AGREEMENTDevelopment Bank of Japan Inc. • October 28th, 2008 • Foreign governments • New York
EXHIBIT F 2004 CONSULTANT SERVICES AGREEMENT THIS IS A 2003 CONSULTANT SERVICES AGREEMENT (the "Agreement") is made as of the 1st day of May, 2004 between Powerlinx, Inc. a Nevada Corporation (the "Company"), for the Consultant listed below (the...2004 Consultant Services Agreement • May 28th, 2004 • Powerlinx Inc • Household audio & video equipment • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2017 • Republic of Argentina • Foreign governments • New York
This REGISTRATION RIGHTS AGREEMENT, dated April 19, 2016 (this “Agreement”), is entered into by and among the Republic of Argentina (the “Republic”), and Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., as representatives (together, the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed on Schedule 1 to (i) the Purchase Agreement dated April 19, 2016 between the Republic and the Representatives (the “Purchase Agreement A”) and (ii) the Purchase Agreement dated April 19, 2016 between the Republic and the Representatives (the “Purchase Agreement B”), and together with Purchase Agreement A, the “Purchase Agreements”).
FISCAL AGENCY AGREEMENT AMONG JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES JAPAN AND [NAME OF FISCAL AGENT] Fiscal Agent Dated as of , ___ [Title of Securities]Fiscal Agency Agreement • October 27th, 2009 • Japan Finance Organization for Municipalities • Foreign governments • New York
This FISCAL AGENCY AGREEMENT (this “Agreement”), is made as of , , in New York, New York, United States of America, among JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES (“Issuer”), JAPAN and [NAME OF FISCAL AGENT], a corporation organized and existing under the laws of , as Fiscal Agent.
CORPORACIÓN ANDINA DE FOMENTO DEBT SECURITIES UNDERWRITING AGREEMENT (the “Agreement”)Fiscal Agency Agreement • August 12th, 2019 • Corporacion Andina De Fomento • Miscellaneous business credit institution • New York
From time to time Corporación Andina de Fomento (“CAF”), a multilateral, supranational financial institution, the principal shareholders of which are the Plurinational State of Bolivia, the Republics of Argentina, Colombia, Ecuador, Panama, Paraguay, Peru, and Trinidad and Tobago, the Federative Republic of Brazil, the Oriental Republic of Uruguay, and the Bolivarian Republic of Venezuela (each a “Full Member Shareholder Country”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (
