Underwriting (2017)Full Document 

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UNDERWRITING AGREEMENT

Dated November 2, 2017

REPUBLIC OF ARGENTINA

AND

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BANCO SANTANDER, S.A.

CITIGROUP GLOBAL MARKETS LIMITED

UNDERWRITING AGREEMENT

€1,000,000,000 3.375% Bonds due 2023,

€1,000,000,000 5.250% Bonds due 2028, and

€750,000,000 6.250% Bonds due 2047


TABLE OF CONTENTS

Page

1.

Issue of Securities, Prospectus and Publicity 4

2.

Stabilization 4

3.

Agreements by the Underwriters 4

4.

Representations and Warranties of the Republic 5

5.

(A) Covenants of the Republic 12

5.

(B) Covenants of the Underwriters 15

6.

Conditions Precedent 15

7.

Closing 17

8.

Indemnification and Contribution 18

9.

Defaulting Underwriter 21

10.

Underwriters Not Fiduciaries 22

11.

Expenses 22

12.

Termination 23

13.

Survival 23

14.

Certain Defined Terms 23

15.

Compliance with USA Patriot Act 24

16.

Notices 24

17.

Governing Law and Jurisdiction 25

18.

Waiver of Sovereign Immunity 26

19.

Severability 28

20.

Counterparts 28

21.

Amendments or Waivers 28

22.

Persons Entitled to Benefit of Agreement 28

23.

Bank Recovery and Resolution Directive 28

24.

Agreement Among Underwriters; Stabilization 29

25.

Headings 29


REPUBLIC OF ARGENTINA

€1,000,000,000 3.375% Bonds due 2023,

€1,000,000,000 5.250% Bonds due 2028, and

€750,000,000 6.250% Bonds due 2047

UNDERWRITING AGREEMENT

November 2, 2017

Banco Bilbao Vizcaya Argentaria, S.A.

Ciudad BBVA – Edificio Asia c/Sauceda 28

28050

Madrid, Spain

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Banco Santander, S.A.

Ciudad Grupo Santander

Avda. Cantabria s/n, Edificio Encinar, Planta baja

28660 Boadilla del Monte

Madrid, Spain

Ladies and Gentlemen:

REPUBLIC OF ARGENTINA (the "Republic") proposes to issue and sell (the "Offering") to the several underwriters named in Schedule II hereto (the "Underwriters") the €1,000,000,000 aggregate principal amount of its 3.375% Bonds due 2023 (the "2023 Bonds"), the €1,000,000,000 aggregate principal amount of its 5.250% Bonds due 2028 (the "2028 Bonds") and the €750,000,000 aggregate principal amount of its 6.250% Bonds due 2047 (the "2047 Bonds", and together with the 2023 Bonds and 2028 Bonds, the "Securities"). The Republic intends to use the net proceeds of the sale of the Securities for general purposes of the Government. The Securities will be issued pursuant to an Indenture, dated as of April 22, 2016 (the "Indenture"), among the Republic and the Bank of New York Mellon (the "Trustee") and the Authorization (as defined in the Indenture) to be dated November 9, 2017. A copy of the executed Indenture was (i) filed on March 10, 2017 as an exhibit to a registration statement No. 333-216627, under Schedule B of the Securities Act of 1933, as amended (the "Securities Act"), dated March 10, 2017, of the Republic, and (ii) incorporated by reference in the registration statement No. 333-219272, under Schedule B of the Securities Act, dated July 13, 2017, of the Republic. Except where the context otherwise requires, terms not otherwise defined in this Agreement shall have the meanings specified in the Indenture or in the Securities.


1. Issue of Securities, Prospectus and Publicity

(a) Agreement to Issue. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Republic agrees to issue and sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Republic, at the purchase price, as specified in Schedule I hereto (the "Purchase Price"), subject to the adjustments referred to in Section 7(c) hereof, the aggregate principal amount of the Securities set forth opposite such Underwriter’s name on Schedule II hereto. The Republic will not be obligated to deliver any Securities except upon payment for all Securities to be purchased.

(b) The Securities. At or prior to the Closing Date (as defined in Section 7(a) herein), the Securities will be issued in accordance with the terms of the Indenture and will be substantially in the form and contain such terms as set forth therein.

(c) Publicity. Except as may be required by law and except as provided for in this Agreement, no announcement or other publicity relating to the Securities shall be made or issued directly or indirectly by or on behalf of any of the parties hereto without the prior approval of the Republic and the Underwriters.

2. Stabilization

(a) General. The Underwriters (or their respective affiliates), for their own account, may, to the extent permitted by applicable law, engage in transactions that stabilize, maintain or otherwise affect the price of the Securities, including, without limitation, overallotting the Offering, creating a short position and bidding for and purchasing Securities to cover such short positions, and bidding for and purchasing Securities to stabilize the price of the Securities. In doing so, the

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