Obbligazione Côte d'Ivoire 5.75% ( XS0496488395 ) in USD

Emittente Côte d'Ivoire
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Costa d'Avorio
Codice isin  XS0496488395 ( in USD )
Tasso d'interesse 5.75% per anno ( pagato 2 volte l'anno)
Scadenza 31/12/2032



Prospetto opuscolo dell'obbligazione Côte d'ivoire XS0496488395 en USD 5.75%, scadenza 31/12/2032


Importo minimo 100 000 USD
Importo totale 17 816 446 305 USD
Coupon successivo 30/12/2025 ( In 16 giorni )
Descrizione dettagliata La Costa d'Avorio è una nazione dell'Africa occidentale nota per essere una delle principali produttrici mondiali di cacao.

Di seguito, una disamina dettagliata dell'obbligazione sovrana della Costa d'Avorio identificata dal codice ISIN XS0496488395, un'emissione che offre agli investitori una prospettiva sul debito di un'economia africana emergente e dinamica. L'emittente di questo strumento finanziario è la Repubblica della Costa d'Avorio, una nazione chiave nell'Africa occidentale, riconosciuta per la sua significativa produzione agricola, in particolare come maggiore produttore mondiale di cacao, e per una crescita economica sostenuta negli ultimi anni, frutto di riforme strutturali e investimenti in infrastrutture. Il paese ha dimostrato resilienza e impegno nel consolidamento della stabilità politica ed economica, elementi cruciali per la fiducia degli investatori nel suo debito sovrano. Questa specifica obbligazione, classificata come titolo di debito di tipo "Obligation" (Obbligazione), è stata emessa nel mercato internazionale con una valuta di denominazione in Dollari statunitensi (USD), posizionandola come un'opportunità per gli investitori globali. Attualmente quotata sul mercato al 100% del suo valore nominale, il che indica che il suo prezzo di mercato è alla pari, l'obbligazione offre un tasso d'interesse fisso annuo del 5,75%. La frequenza dei pagamenti degli interessi è semestrale, garantendo agli obbligazionisti due flussi cedolari all'anno. La data di scadenza del titolo è fissata per il 31 dicembre 2032, offrendo una durata residua considerevole. La dimensione totale dell'emissione di questa obbligazione ammonta a 17.816.446.305 USD, riflettendo un'operazione di notevole portata per la nazione, mentre il taglio minimo di acquisto per singolo investitore è fissato a 100.000 USD, indicando che si tratta di un titolo rivolto principalmente a investitori istituzionali o con capacità finanziarie elevate.










LISTING PROSPECTUS, DATED NOVEMBER 30, 2012

REPUBLIC OF CÔTE D'IVOIRE

US$186,755,000
New US Dollar Denominated Step-Up Bonds due 2032 (the "Securities")
________________________________

The Securities represent a reopening of the US Dollar Denominated Step-Up Bonds due 2032, issued by the Republic
of Côte d'Ivoire (the "Republic" or "Côte d'Ivoire") on April 16, 2010 and currently listed on the Luxembourg Stock
Exchange (the "Old 2032 Bonds", and together with the Securities, the "Bonds") and are subject to the same
obligations and benefit from the same rights. Both the Old 2032 Bonds and the Securities will remain listed on the
Luxembourg Stock Exchange.
The Securities were issued at par by the Republic on November 12, 2012 (the "Issue Date") in exchange (the
"Exchange") for certain debt obligations of the Republic held by or through Sphynx Capital Markets PCC (the
"Sphynx Debt Claims") or by Standard Bank Plc and its affiliates (the "SB Debt Claims" and, together with the
Sphynx Debt Claims, the "Outstanding Claims"). See "The Exchange" below. The Republic has not and will not
receive any proceeds from the issue of the Securities. The Securities were issued solely in exchange for the
Outstanding Claims and no other consideration was paid for the Securities.
The Securities are consolidated and form a single series with the Old 2032 Bonds for all purposes. As such, the
Securities will be fungible in all respects with the Old 2032 Bonds, except that the first interest coupon on the
Securities payable on December 31, 2012 shall accrue from but excluding June 30, 2012. Interest on the outstanding
principal amount of the Securities will otherwise be payable on the same terms as on the Old 2032 Bonds, on a semi-
annual basis on June 30 and December 31 of each year, commencing on December 31, 2012. The reimbursement of
the nominal value of the Securities is subject to an initial six-year grace period and will be made in 34 semi-annual
payments beginning on June 30, 2016, and thereafter on each Payment Date as set forth in the "Summary Description
of the Securities".
The Securities have been issued pursuant to a Trust Indenture among the Republic, Law Debenture Trust Company of
New York, as Trustee, and Citibank N.A., London Branch, as Trustee Paying Agent, Registrar and Transfer Agent, as
amended by a first supplemental indenture (the "First Supplemental Indenture") dated November 8, 2012 (the
"Indenture"), and are governed by the law of the State of New York. The First Supplemental Indenture was executed
after the receipt of consents of holders representing not less than 75% of the outstanding principal amount of the Old
2032 Bonds (the "Requisite Holders"), as required under the Indenture (the "Requisite Consents"). The Securities
constitute direct, unsubordinated and unsecured obligations of the Republic, ranking at least pari passu with all of its
unsecured and unsubordinated debts or guarantee obligations with respect to debts of any entity controlled by the
Republic. The Securities contain provisions, commonly known as "collective action clauses", regarding acceleration
and voting on future amendments, modifications and waivers. Under these provisions, which are described in
"Summary Description of the Securities" - page 6, the Republic may amend or waive the payment provisions of the
Securities and certain other provisions with the consent of the Holders of specified percentages of the Outstanding
Principal Amount of the Securities, as set forth in the Indenture. Any such changes will bind all holders of Securities,
including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to
the majority. The Securities are also subject to "collective enforcement clauses" providing for legal action through the
Trustee, either on its own initiative or as instructed by Holders with at least 25% of the outstanding principal amount
of the Securities and, under specified circumstances, for enforcement by Holders without the Trustee.
i






FOR A DISCUSSION OF RISK FACTORS ASSOCIATED WITH AN INVESTMENT IN THE SECURITIES, SEE
"RISK FACTORS" BEGINNING ON PAGE 15 OF THIS LISTING PROSPECTUS.
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States.
The Securities were offered to eligible holders of Old 2032 Bonds outside the United States in reliance on Regulation
S under the Securities Act, and in the United States to qualified institutional buyers (as defined in Rule 144A under the
Securities Act) in a private placement exempt from registration under the Securities Act. Prospective purchasers of
Securities are hereby notified that sellers of Securities may be relying on the exemption from the provisions of Section
5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on offers, sales or transfers of
the Securities, see "Transfer Restrictions" and "Jurisdictional Restrictions".
Delivery of the Securities was made on the Issue Date. The Securities are held in book-entry form through the
facilities of Euroclear and Clearstream, Luxembourg and registered in the name of a common depositary of Euroclear
and Clearstream, Luxembourg or a nominee thereof.
The Republic has applied to admit the Securities to listing on the Luxembourg Stock Exchange and to trading on the
Euro MTF market of the Luxembourg Stock Exchange. This Listing Prospectus constitutes a prospectus for the
purpose of the Luxembourg law dated July 10, 2005, as amended by Luxembourg law dated July 3, 2012 on
prospectuses for securities. There has been no public offer in Luxembourg and all offers of the Securities were made
pursuant to an exemption under Article 3.2(d) of the Prospectus Directive, as implemented in member states of the
EEA, from the requirement to produce a prospectus for offers of bonds.
_____________________________________
The Republic has taken reasonable care to ensure that the information contained in this Listing Prospectus is true and
correct in all material respects and not misleading as of the date hereof. To the best of the knowledge and belief of the
Republic, there has been no omission of information which, in the context of the listing of the Securities, would make
this document as a whole or any such information misleading in any material respect. The Republic accepts
responsibility accordingly.
This Listing Prospectus does not constitute an offer by, or an invitation by or on behalf of, the Republic to subscribe to
or purchase any of the Securities. Each recipient of this document shall be deemed to have made its own investigation
and appraisal of the political, economic and financial situation of the Republic. The contents of this Listing Prospectus
are not to be construed as legal, business or tax advice. Each prospective investor should consult its own advisers as to
legal, tax, financial, credit and related aspects of an investment in the Securities.
This Listing Prospectus has been prepared for the purpose of listing the Securities on the Luxembourg Stock Exchange
for trading on the Euro MTF market of the Luxembourg Stock Exchange. This Listing Prospectus may only be used
for the purposes for which it is published.
The distribution of this Listing Prospectus and the offering or sale of the Securities in certain jurisdictions, including
the United States, the United Kingdom and France, may be restricted by law. Persons into whose possession this
Listing Prospectus comes are required by the Republic to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers and sales of Securities and distribution of this Listing
Prospectus, see "Transfer Restrictions" and "Jurisdictional Restrictions" below.
No person is authorized to give any information or to make any representation not contained in this Listing Prospectus
and any information or representation not so contained must not be relied upon as having been authorized by or on
behalf of the Republic. The delivery of this Listing Prospectus at any time does not imply that the information
contained in it is correct as at any time subsequent to its date.
_____________________________________
In this Listing Prospectus, references to "US dollars", "$" and "US$" are to the lawful currency of the United States of
America. References to "FRF" and "French Francs" are to the lawful currency of the Republic of France prior to the
introduction of the euro in 1999. References to "EUR", "euros" and "" are to the single currency introduced in
January 1999 pursuant to the treaty establishing the European Community as amended. References to "CFA Francs" or
"CFAF" are to the lawful currency of the Republic.
ii






The CFAF has been pegged to the EUR at a rate of CFAF 655.957 = 1 since January 1999.
_____________________________________



NOTICE FOR NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
iii






TABLE OF CONTENTS

NOTICE REGARDING LIMITED AVAILABLE INFORMATION ................................................. 2
FORWARD LOOKING STATEMENTS ............................................................................................ 3
GOVERNING LAW AND ENFORCEMENT OF CLAIMS .............................................................. 4
SUMMARY DESCRIPTION OF THE SECURITIES ........................................................................ 6
THE EXCHANGE ............................................................................................................................. 14
RISK FACTORS ............................................................................................................................... 15
TERMS AND CONDITIONS OF THE SECURITIES ..................................................................... 20
LA REPUBLIQUE DE COTE D'IVOIRE ........................................................................................ 26
BOOK-ENTRY SETTLEMENT AND CLEARANCE..................................................................... 86
TRANSFER RESTRICTIONS .......................................................................................................... 89
JURISDICTIONAL RESTRICTIONS .............................................................................................. 91
TAXATION ....................................................................................................................................... 93
GENERAL INFORMATION .......................................................................................................... 100


1







NOTICE REGARDING AVAILABLE INFORMATION
There currently is only limited information regarding Côte d'Ivoire available from official or governmental
sources. However, the IMF does publish regular reports regarding the governance, economic and financial
situation of Côte d'Ivoire. While the Republic has taken significant steps recently to improve the accuracy of its
statistics, there remains a significant degree of uncertainty as to the accuracy or reliability of these statistics
when compared with those produced by more developed countries, especially as Côte d'Ivoire is emerging from
a long political, economic and military crisis that kept the northern part of the country outside the rule of the
central government. For a description of the risk related to the quality of the information about the Republic,
see "Risk Factors--Risks relating to Côte d'Ivoire--Official Statistics Published by Côte d'Ivoire May Not Be as
Accurate or Reliable as those Produced by Developed Countries."
Economic and financial data and statistical information included in this Listing Prospectus are based upon the
latest official data and information available at the date of this Listing Prospectus. Economic and financial data
and statistical information provided in this Listing Prospectus may be subsequently revised in accordance with
the Republic's ongoing review of such data and information, and the Republic is not obligated to distribute such
revised data and information to any investor. Economic and financial data and statistical information may, in
particular, be subject to revision. In addition, some economic and financial data and statistical information for
2010 and 2011 and all such data and information for 2012 presented herein are estimates based on the latest
available data.
The Republic has elected to incorporate by reference information into this Listing Prospectus. The information
incorporated by reference is deemed to be part of this Listing Prospectus. The Republic has incorporated by
reference in this Listing Prospectus the Republic's press releases dated July 8, 2011, September 21, 2012,
October 15, 2012, October 18, 2012, November 6, 2012, November 12, 2012 and November 13, 2012.

Any statement in this Listing Prospectus or in any document that is incorporated or deemed to be incorporated
by reference in this Listing Prospectus will be deemed to have been modified or superseded to the extent that it
is inconsistent with a statement contained in this Listing Prospectus. Any statement so modified or superseded
will not be deemed to be a part of this Listing Prospectus except as so modified or superseded.

Incorporation by reference of the above-referenced documents means that the Company has disclosed important
information to you by referring you to such documents. The information incorporated by reference is an
important part of this Listing Prospectus. The information contains, inter alia, a description of the consent
solicitation process, the Exchange and the modalities of the Securities issuance. The documents incorporated by
reference into this Listing Prospectus may be found on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
2






FORWARD LOOKING STATEMENTS
This Listing Prospectus includes forward-looking statements that reflect the Republic's current views with
respect to future events. The words "expects", "intends", "anticipates", "believes", "projects", "estimates" (and
their respective French translation) and similar expressions identify forward-looking statements. These forward-
looking statements are based upon estimates and assumptions made by the Republic or its officials that,
although believed to be reasonable, are subject to certain known and unknown risks and uncertainties. These
risks and uncertainties include, among others, the following:
· political, economic and other conditions in the Republic and globally;
· the actual rates of growth, if any, for gross domestic product and other economic indicators of the
Republic in any relevant year or other period;
· the financial condition of the Republic;
· changes in interest rates or exchange rates;
· a reduction in the foreign currency reserves of the Republic;
· legislative, regulatory or administrative initiatives affecting businesses, financial institutions and
foreign investment in the Republic;
· the financial condition and liquidity of banks and other financial institutions in the Republic;
· climatic or geological occurrences;
· trade and tariff policies of the Republic's trading partners;
· declines in the Republic's tax revenues;
· receipt of bilateral and multilateral donor financing;
· the Republic's ability to execute its comprehensive debt management strategy;
· prevailing conditions in domestic international and multilateral lending markets and domestic and
international capital markets, which may affect the Republic's ability to finance budgetary
requirements and to refinance outstanding debt and other obligations; and
· any other factors identified in this Listing Prospectus.
All forward-looking statements contained in this Listing Prospectus are qualified in their entirety by these
factors. Investors are cautioned not to place undue reliance on these forward-looking statements. The Republic
disclaims any obligation or undertaking to publicly update or revise any forward-looking statement contained in
this Listing Prospectus, whether as a result of new information, future events or otherwise. Future events or
circumstances could cause actual results to differ materially from historical results or those anticipated.
3






GOVERNING LAW AND ENFORCEMENT OF CLAIMS
The Republic is a foreign sovereign state. It may be difficult for you to obtain or enforce judgments against the
Republic.
The Securities and the Indenture are governed by the law of the State of New York.
In the Indenture, the Republic has irrevocably submitted to the exclusive jurisdiction of the Supreme Court of
the State of New York, County of New York, of the United States District Court for the Southern District of
New York, of the Commercial Court ("Tribunal de Commerce") of Paris, France and of the Commercial Court
("Tribunal de Commerce") of Abidjan, Côte d'Ivoire and any appellate court from any thereof (the "Specified
Courts") in any suit, action or proceeding arising out of or relating to the Securities or the Indenture.
The Republic has irrevocably waived, to the extent it may effectively do so, any right to raise as a defense a lack
of subject matter jurisdiction, lack of personal jurisdiction, inconvenient forum (forum non conveniens) or
improper venue relating to such a suit, action or proceeding brought in any of the Specified Courts, as well as
any other objection to such suit, action or proceeding, including but not limited to those based on venue,
residence, domicile or any right to a trial by jury in any of the Specified Courts. The Republic has agreed that it
shall treat as final any judgment rendered in any such suit, action or proceeding that is not, or no longer,
susceptible to appeal, and it has agreed that such a judgment may be executed and enforced in all other courts of
competent jurisdiction by respecting the relevant legal requirements, including by means of a legal proceeding
relating to execution of such judgment.
In addition, the Republic has agreed to maintain in both New York and Paris a person who acts as, or who fills
the function of, respectively, New York service agent (the "New York Service Agent") and Paris service agent
(the "Paris Service Agent") to receive on behalf of itself and its property service of copies of the summons and
complaint and any other process that may be served in a suit, action or proceeding. The New York Service
Agent will initially be the ambassador of the Republic to the Permanent Mission of the Republic to the United
Nations in New York, and the Paris Service Agent will be the ambassador of the Republic in Paris. Furthermore,
if the Permanent Mission of the Republic of Côte d'Ivoire to the United Nations in New York ceases to be
maintained, or if an Embassy ceases to be maintained in Paris, or if the legal advisors to the Holders of at least
50% of the Outstanding Principal Amount (as defined in the Indenture) determine that the designation of the
ambassador to such Permanent Mission or that of the ambassador of the Republic in Paris for purposes of
receiving service of process is in fact no longer effective for purposes of commencing legal proceedings against
the Republic, then the Republic shall irrevocably appoint or choose a different agent (acceptable to Holders of at
least 50% of the Outstanding Principal Amount) for purposes of receiving service of process in such city, and
the Republic will ensure that it maintains an agent for service of process in New York and Paris at all times. A
final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.
Except as otherwise provided in the Indenture, nothing shall affect the right of the Trustee or (in connection with
legal actions or proceedings by any Holder as permitted by the Indenture) any Holder to serve legal process in
any other manner permitted by law or affect the right of the Trustee or any Holder to bring any action or
proceeding in the courts of other jurisdictions to enforce a final judgment rendered by any of the Specified
Courts, subject to the paragraph below.
To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law
from jurisdiction of any court or from any legal proceedings (whether through service or notice, attachment
prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself, its assets or its
property, the Republic has waived, to the fullest extent it may effectively do so, any right to rely upon such
immunity in respect of its obligations under the Indenture and the Securities. Without limiting the generality of
the foregoing, the Republic agreed that the waivers set forth in this section shall be to the fullest extent
permitted under the United States Foreign Sovereign Immunities Act of 1976, as amended (the "Immunities
Act"), and that such waiver is intended to be irrevocable for purposes of the Immunities Act. The foregoing
waiver shall not apply: (i) to property used by diplomatic or consular missions of the Republic, (ii) to property
of a military character or under the control of a military authority or defense agency of the Republic, (iii) to
property located within the Republic and dedicated to a public or governmental use (as distinguished from property
dedicated to commercial use), or, (iv) to shares or interests in Ivorian public sector entities, or in private sector
entities that are held directly or indirectly by the Republic to the extent these entities provide a public or
4






governmental service and Ivorian law protects these shares or interest from attachment or seizure prior to
judgment or in aid of execution.
Notwithstanding the foregoing, the Republic has reserved the right to plead sovereign immunity under the
Immunities Act in connection with legal proceedings initiated against it under the United States federal
securities laws or under the securities law of any U.S. state, and the Republic's submission to the jurisdiction of
the Specified Courts and appointment of the New York Service Agent or the Paris Service Agent shall not apply
for any such legal proceedings.

5







SUMMARY DESCRIPTION OF THE SECURITIES

The Securities were issued under the Indenture, dated as of the Issue Date. This description should be read
along with the more detailed information set out elsewhere in this Listing Prospectus, including the Terms and
Conditions of the Securities, and in the Indenture. Capitalized terms used below but not defined in this Listing
Prospectus shall have the meanings specified in the Indenture.
Issuer:
The Republic of Côte d'Ivoire


Issue Date
November 12, 2012


Currency:
U.S. Dollars


Amount of
US$186,755,000
Issuance:


Fungibility with
The Securities shall be consolidated and form a single series with the Old 2032 Bonds. Except
Old 2032 Bonds
for the amount of the first interest payment as provided in section "Interest Starting Date"
below, the Securities shall benefit from the same rights and payments and be subject to the
same obligations as the Old 2032 Bonds. Following the initial periods in which the Securities
shall trade under separate, temporary ISINs and common codes, the Securities represented by
interests in the Regulation S Global Security will become fungible for trading purposes with the
Old 2032 Bonds represented by interests in a Regulation S Global Security, and the Securities
represented by interests in the Restricted Global Security will become fungible for trading
purposes with the Old 2032 Bonds represented by interests in a Restricted Global Security.


ISIN
Reg. S: Initially XS0854743837; from and after the 40th day following the issuance of the
Securities, XS0496488395
144A: Initially XS0854746699; from and after the date that is one year following the issuance
of the Securities, XS0496608984


Common Code
Reg. S: Initially 085474383; from and after the 40th day following the issuance of the
Securities, 049648839
144A: Initially 085474669; from and after the date that is one year following the issuance of the
Securities, 049660898



The Securities sold pursuant to Reg. S will have the same ISIN and Common Codes as the Old
2032 Bonds sold pursuant to Reg. S and will be fungible and listed together with the Old 2032
Bonds on December 23, 2012.

The Securities sold pursuant to Rule 144A will have the same ISIN and Common Codes as the
Old 2032 Bonds sold pursuant to Rule 144A, which will be listed on or about November 30,
2012, and will be fungible and listed together with the Old 2032 Bonds on November 13, 2013.


Final Maturity
December 31, 2032.


Denominations:
The Securities are denominated in minimum amounts equal to $100,000 and integral multiples
of $1,000 higher than $100,000.


Proceeds; Reasons The Republic has not and will not receive any proceeds from the issue of the Securities. The
for the Issuance
Securities were issued solely in connection with the restructuring of the Outstanding Claims and
the related Exchange.


Amortization
The principal amount of the Securities will be repayable in 34 semi-annual installments,
beginning on June 30, 2016, and thereafter on each Payment Date as follows:

Amortization
Percentage of
Installments
the original Principal Amount
1-2
1%
6






3
1.5%
4-6
2%
7-12
2.5%
13-22
3%
23-26
3.5%
27-28
3.75%
29-34
4%


Interest
All interest payments shall be made on a semi-annual basis on December 31 and June 30 of each
Payments
year, it being specified that the first interest period on the Securities will last from and excluding
June 30, 2012 to and excluding December 31, 2012. Interest will be calculated on a 30/360 basis.


First Interest
Interest will begin to accrue on the Securities from but excluding June 30, 2012, notwithstanding
Payment
that the issuance occurred after such date. The first interest payment on the Securities shall be due
and payable on December 31, 2012.


Annual Interest The applicable annual interest rate in respect of the Securities shall be as follows:
Rate
Period
Annual Rate
From and excluding June 30, 2012

to but excluding December 31, 2012 ........................................................................
3.75%
From and including December 31, 2012

to but excluding December 31, 2032 ....................................................................... 5.75%


Trustee
Law Debenture Trust Company of New York.


Trustee Paying

Agent,

Registrar,

Transfer Agent Citibank, N.A., London Branch.


Form
The Securities were issued in registered form only.


Settlement
The Securities were delivered and are held in book-entry form through the facilities of Euroclear
and Clearstream, Luxembourg and registered in the name of a common depositary of Euroclear
and Clearstream, Luxembourg or a nominee thereof. See "Book-Entry Settlement and Clearance".


Redemption
The redemption price at maturity will amount to 100% of the then outstanding principal amount of
Price
the Securities.


Optional
With no less than 30 nor more than 60 days' prior written notice to Holders of Securities, the
Redemption
Republic may redeem the Securities in whole or in part on any interest payment date, at par;
provided that no default in the payment of principal of, or interest on, the Securities has occurred
and is continuing. Any partial redemption of Securities shall be made on a pro rata basis to all
Holders thereof based on the outstanding principal amount held by them, as determined by the
Trustee.


Contingency
With respect to the first Payment Date on the Securities, (i) the Republic shall pay to the Trustee
Accounts
on behalf of the Holders a portion of the interest amount payable in respect of the Securities on
such date, such portion (the "Contingency Amount") to be equal to the product of (x) the
outstanding principal amount of the Securities and (y) two and a half basis points (0.025%), and
(ii) the remaining interest payable on such date will be paid by the Republic to the Trustee Paying
Agent. The Trustee shall hold the Contingency Amount in two separate bank accounts (the
"Contingency Accounts") in its own name for the benefit of the Trustee and the Holders of the
Securities and for payment and reimbursement of certain expenses in the event of a Default under
the terms of the Securities or the Indenture. For more details on the use of the Contingency
Amount by the Trustee or the Holders, see Article THIRTEEN of the Indenture. There can be no
assurance, if a Default under the terms of the Securities or the Indenture occurs, that the
Contingency Amount will be repaid to holders following the maturity of the Securities.
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