Capital Markets and Banking PRIMARY CONTACT

Banking and Finance Aparicio, Estif Head of Practice [email protected] +507 205 7000

LAWYERS IN THIS PRACTICE

 Abad, Daniel A.  Aparicio, Estif  Arango, Ricardo M.  Arias F., Fernando  Arroyo, María C. Leading banking institutions around the world and in Panama turn  Canavaggio, Donald P. to Arias, Fábrega & Fábrega for its lawyers wide expertise on  Cardoze, Rodrigo complex banking laws and regulation, and in the business issues  Cardoze F., Fernando affecting the banking industry.  Delvalle, Daniela A. The firm has been instrumental in securing banking and trust licenses to  Durling, Roy C. leading international and domestic banks, and regularly appears before the  Kinschots, Cedric Superintendent of Banks on behalf of clients.  Quijano, Ana I. ARIFA lawyers frequently participate in government and industry committees  Rubinoff, Andrés N. set up to draft or revise banking laws and regulations or attend to issues  Yap Endara, Javier pertaining to the industry. SERVICES

Representative Clients  Advises banks on all aspects of their Banco Centroamericano de Integración Económica, Banco General, Banco lending and financing business  Advising banks in relation to the Latinoamericano de Comercio Exterior, Bancolombia, products and services offered to Lynch, BNP Paribas, , Credit Suisse, , JPMorgan Chase, clients Bank, The International Monetary Fund, UBS, Wells  Anvising banks on regulatory Fargo/, WestLB and Unicredit. matters Representative Transactions JUNE 18, 2021 US$90 million unsecured loan facility to Global Bank aimed at increasing housing finance for women and support women-owned businesses in Panama JUNE 01, 2021 US$182 million CDNO sale and purchase agreement to finance the extension of Line 1 of Panama's metro system DECEMBER 17, 2020 US$1.76 billion EnfraGen’s renewables financing SEPTEMBER 29, 2020 Successful extension of the maturity date of US$315 million in CDNOs relating to Line 2 of Panama City metro system SEPTEMBER 25, 2020 Multiple term loan facilities to Banco Nacional de Panamá AUGUST 28, 2020 US$500 million senior secured first lien notes to refinance Weatherford's senior secured asset-based lending agreement AUGUST 14, 2020 US$150 million syndicated loan to Bladex AUGUST 14, 2020 US$1.38 billion Senior Secured Notes by AES Panama JULY 31, 2020 US$400 million Banistmo’s international offering JULY 23, 2020 US$250 million loan to Caja de Ahorros of Panama by Kairos Global Solutions JUNE 30, 2020 Crédit Agricole Corporate and Investment Bank in in McDermott International’s comprehensive prepackaged restructuring transaction and exit financing JUNE 30, 2020 McDermott International's closing of its exit financing JUNE 30, 2020 McDermott International's restructuring of US$4.6 billion of funded debt under the protection of Chapter 11 bankruptcy proceedings MAY 14, 2020 US$675 million revolving credit line by Norwegian Cruise Line APRIL 06, 2020 US$6 billion convertible note and common stock offering by Carnival Corporation JANUARY 31, 2020 US$100 million 5-year senior acquisition finance facility for Imperia Intercontinental DECEMBER 19, 2019 US$91 million Bladex’s unsecured syndicated multijurisdictional loan for Grupo Monge DECEMBER 13, 2019 Advising Weatherford International during its emergence from Chapter 11 bankruptcy protection SEPTEMBER 19, 2019 US$130 million secured financing to Banco Aliado after buying Banco Panama JULY 03, 2019 US$138 million unsecured syndicated loan agreement to Multibank NOVEMBER 22, 2018 United loan to Avianca and joint venture with Avianca and Copa NOVEMBER 16, 2018 US$300 million McDermott’s private placement of redeemable preferred stock and US$230 million increase in letter-of-credit capacity NOVEMBER 05, 2018 US$50 million credit agreement among Global Bank Group Corporation and BLADEX SEPTEMBER 06, 2018 US$400 million unsecured credit facility to ETESA JUNE 27, 2018 US$145 millon unsecured syndicated loan to Banco Aliado MAY 10, 2018 US$4.65 billion financing in favour of McDermott International APRIL 23, 2018 US$240 million infrastructure project to expand the Pan-American Highway connecting with the Bridge of the Americas DECEMBER 05, 2017 US$43 million additional TUA loan agreement to finance the construction of Costa Norte LNG Terminal NOVEMBER 23, 2017 US$11 million secured loan agreement to Logytech Mobile Panama SEPTEMBER 27, 2017 US$100 million Bladex’s term loan facility for Dos Pinos SEPTEMBER 25, 2017 US$500 million debut international bond offering by Banistmo JULY 28, 2017 US$37.5 million and US$25 million senior notes offering by Banco Aliado JULY 06, 2017 EUR €1,206 million facility agreement to Marine Harvest JUNE 30, 2017 US$1 billion financing by Crédit Agricole Corporate and Investment Bank in favor of McDermott International APRIL 27, 2017 US$120 million Bladex’s syndicated loan facility for Grupo Monge MARCH 31, 2017 US$193 million syndicated loan to Bladex by Mizuho Bank JANUARY 13, 2017 US$100 million finance for the construction of Panama's new convention center DECEMBER 05, 2016 US$96 million senior unsecured term loan agreement to BAC OCTOBER 31, 2016 US$223 million facility for Central American banking group Grupo Promerica OCTOBER 26, 2016 US$245 million to refinance Termocandelaria’s existing debt in five jurisdictions SEPTEMBER 08, 2016 US$23 million senior notes offering by Banco Aliado MARCH 01, 2016 US$540 million credit facility for Grupo Sura Finance DECEMBER 28, 2015 US$61 million loan facility to Kanan Overseas for the financing of two barges containing electricity generators JULY 31, 2015 EUR €126 million credit facility to the Spanish conglomerate Grupo Ezentis MAY 26, 2015 US$150 million bridge loan for the construction of the south terminal of Tocumen International Airport MAY 25, 2015 US$20 million publicly registered offer of preferred shares of Grupo Bandelta MAY 11, 2015 US$32 million syndicated loan lead by Banco General for Phoenix Tower International MAY 08, 2015 USD$350 million euro notes issued by Bladex in Luxembourg APRIL 29, 2015 US$200 million term loan agreement from BNP Paribas to Canacol Energy Ltd. for LatAm oil exploration MARCH 27, 2015 US$200 million credit agreement to Celulosa Arauco Constitución JANUARY 22, 2015 US$210 million A/R purchase and deferral from Republic of Panama JANUARY 21, 2015 US$125 million senior notes offering by Banco Aliado DECEMBER 17, 2014 The Panamanian Government successfully extends the maturity date of US$220 million in CPPs relating to Road Reorganization Projects SEPTEMBER 23, 2014 US$81 million term loan facility to CEISA JUNE 17, 2014 US$80 million syndicated loan lead by Bladex for Banco Aliado JUNE 09, 2014 Banco La Hipotecaria's registration of Mortgage Credit Reinsurance Limited MAY 26, 2014 US$273 million financing for the construction of the country's third high- voltage power line APRIL 24, 2014 US$1 billion Revolving Credit Agreement for Pacific Rubiales Energy Corp. APRIL 23, 2014 Simultaneous M&A and Project Financing for phase II of first wind generation farm in Panama APRIL 22, 2014 US$137 million financing for the enhancement and improvement of the Panamerican Highway (Vigui-San Felix) APRIL 16, 2014 US$700 million financing in favor of McDermott International APRIL 16, 2014 US$700 million financing by Crédit Agricole in favor of McDermott APRIL 11, 2014 US$250 million unsecured credit and guarantee agreement with HSBC Bank (USA) National Association APRIL 09, 2014 US$90 million financing for Puma Energy Panama Supply S.A. MARCH 28, 2014 US$1 billion 5.125 per cent senior note issuance by Pacific Rubiales SEPTEMBER 20, 2013 US$170 million granted to finance the design and construction of Panama's new convention center AUGUST 20, 2013 US$71 million to finance Panama's first windmill generation farm: UEP Penonomé I AUGUST 13, 2013 US$13 million Darby Overseas' minority investment in Bioerix Group DECEMBER 18, 2012 US$250 million financing of the Panamanian Social Security Administration's Hospital City OCTOBER 19, 2012 US$400 million Revolving Credit Agreement and Guaranty Agreement for Pacific Rubiales OCTOBER 03, 2012 Financing of Melones Oil Terminal JUNE 25, 2012 US$30 million HSBC Panama financing to design, build and equip four hospitals JUNE 18, 2012 Advising Asociación Panameña de Credito on corporatisation process MARCH 30, 2012 US$298 million COFACE Guaranteed Facility Agreement to finance Panama City Metro Project MARCH 20, 2012 Citibank in new prepaid card mechanism for Panama City public transport FEBRUARY 17, 2012 US$130 million bond offering by Hydro Caisán JANUARY 24, 2012 BBVA Panama in three hospital financings JANUARY 19, 2012 Acquisition of 51% of Banco Colpatria by Scotiabank JANUARY 09, 2012 US$125 million bridge financing for phase 3 of the coastal highway road reorganization program DECEMBER 20, 2011 US$110 million financing for the road reorganization project in the historic Old Panama NOVEMBER 29, 2011 Permanent financing of coastal avenue Cinta Costera phase III NOVEMBER 09, 2011 Aircraft financing and refinancing for Avianca-TACA OCTOBER 27, 2011 US$1 billion senior unsecured global working capital credit agreement to Gerdau AUGUST 31, 2011 Trustee in US$78 million syndicated loan to finance the Barro Blanco run-of- the-river hydroelectric power plant AUGUST 19, 2011 Amendment to US$950 million Credit Agreement to McDermott International AUGUST 11, 2011 Scotiabank's factoring transaction with Degrémont in connection with the Bay of Panama's sanitation project AUGUST 11, 2011 US$66 million Scotiabank's factoring transaction with Odebrecht related to the construction of a water treatment plant JULY 05, 2011 Acquisition of Café Durán by Casa Luker JUNE 28, 2011 US$183 million financing for Pando and Monte Lirio run-of-the-river hydroelectric power plants JUNE 27, 2011 US$70 million factoring transaction provided by the Scotiabank to Concesionaria Madden-Colon JUNE 14, 2011 Loan and management agreement for the Royalton Panama Spa & Beach Resort JUNE 01, 2011 Amendment to a credit facility between Banco General and Hoteles Decameron MAY 25, 2011 John Deere Mexico's incursion in cross-border financing of equipment MAY 03, 2011 US$160 million financing for San Jacinto-Tizate phase II power generating facility in Nicaragua APRIL 20, 2011 Buy-out of majority stake in Strategic Investors Group APRIL 18, 2011 US$270 million syndicated term loan facility by Bladex APRIL 13, 2011 US$20 million medium-long term facility to a Panamanian company by Unicredit APRIL 01, 2011 US$225 million secured revolving credit facility to Kernel JANUARY 24, 2011 Interbank Group's acquisition of Peruvian chain of pharmacies, Inkafarma DECEMBER 31, 2010 Sale of Bonlac to Casa Luker DECEMBER 29, 2010 US$30 million acquisition of Colon Oil and Colon Port Terminal NOVEMBER 15, 2010 US$45 million Petaquilla Minerals prepaid forward gold purchase agreement NOVEMBER 12, 2010 US$42 million loan to Consorcio Eólico Amayo OCTOBER 29, 2010 US$25 million bond issuance of MHC Holdings AUGUST 31, 2010 Omnibus amendment to the AES Changuinola credit facility JULY 01, 2010 US$20 million financing in connection with the Madden-Colon toll road JUNE 15, 2010 € 120 million renewal of CODERE Senior Facilities Agreement JUNE 01, 2010 US$17.5 million non-recourse collection rights purchase facility to Constructora Norberto Odebrecht APRIL 26, 2010 US$100 million loan by Citibank to TACA APRIL 21, 2010 US$225 million Citibank's loan to the BAC / Credomatic Group MARCH 12, 2010 US$352 million Panama's Fiduciary Trust Bonds sale JANUARY 18, 2010 US$584 million credit facility extended to Corporativo Grupo R JANUARY 18, 2010 US$1.4 billion facility agreement to SFL Deepwater NOVEMBER 26, 2009 US$81 million syndicated credit facility to Madden-Colon Trust NOVEMBER 26, 2009 HSBC Bank (Panama) historic registration of a program of Negotiable Banking Certificates in Mexico OCTOBER 15, 2009 US$500 million Del Monte's debt restructuring SEPTEMBER 14, 2009 BNP Paribas' acquisition of 75% of Fortis Bank SEPTEMBER 08, 2009 US$100 million syndicated loan to Bladex from China Development Bank and others AUGUST 07, 2009 US$610 million Financial Stimulus Program of the government of Panama MAY 15, 2009 US$250 million BNP Paribas loan to Pacific Rubiales APRIL 22, 2009 Stock merger between Bank of America Corporation and Merrill Lynch & Co. FEBRUARY 10, 2009 US$20 million loan to Varela Hermanos JANUARY 20, 2009 US$66 million AB term loan to Banco de Bilbao Vizcaya Argentaria Panamá JANUARY 19, 2009 Bank financing of airbus aircrafts for Avianca JANUARY 19, 2009 US$170 million credit agreements with Digicel Panama NOVEMBER 14, 2008 US$7.5 million financing of the Macano run-of-the-river hydroelectric project NOVEMBER 11, 2008 GE Commercial Finance secured loan to acquire medical equipment for Hospital Punta Pacífica OCTOBER 19, 2008 US$245 million syndicated term loan to BLADEX OCTOBER 19, 2008 US$130 million senior term loan to BAC International Bank SEPTEMBER 14, 2008 US$100 million secured loan to Manzanillo International Terminal-Panama SEPTEMBER 14, 2008 US$25 million secured loan to Pedregal Power Company AUGUST 13, 2008 US$160 million senior term loan to Banco General AUGUST 13, 2008 US$165 million syndicated loan to finance the Madden-Colon Highway JULY 01, 2008 US$60 million loan to finance the acquisition of Veneto Hotel & Casino JULY 01, 2008 US$366 million financing by Banco Continental to AES Changuinola for the construction of a hydroelectric generating facility JULY 01, 2008 US$180 million facility to Constructora Norberto Odebrecht for the construction of a new coastal road JUNE 30, 2008 US$400 million syndicated loan to General Cable Industries JUNE 30, 2008 US$635 million syndicated loan to Mexichem JUNE 30, 2008 US$800 million financing of two offshore drilling units JUNE 30, 2008 US$165 million loan to Bicapital Corporation to finance the acquisition of Banco del País APRIL 30, 2008 US$165 million loan by Standard Bank Plc to Bicapital Corporation to finance its subsidiary Banco Industrial’s acquisition of Banco del País JULY 01, 2007 US$75 million loan to Banco Latinoamericano de Exportaciones NOVEMBER 11, 2005 US$225 million revolving credit facility to Banco Continental de Panamá MARCH 30, 2005 US$43.5 million secured syndicated loan agreement with Bahía Las Minas

Articles and Publications SEPTEMBER 20, 2019 New Law on Public-Private Partnerships (PPP) JUNE 09, 2016 Panama Enacts Modern Bankruptcy Law AUGUST 18, 2020 LATIN LAWYER Latin Lawyer’s Regulators - Banking & Finance Panama - Superintendency of Banks (2020) MARCH 25, 2019 LATIN LAWYER Latin Lawyer Reference - Bank Financing, Panama Chapter (2012-2019) AUGUST 02, 2016 IFLR "Enhanced Credit Protection", IFLR Americas Regional Report (2016) JUNE 09, 2016 OTHER Worldwide Survey on Taking Security Over Personal / Moveable Property and Collateral (2016) MAY 11, 2015 IFLR "Taking advantage", IFLR Americas Regional Report (2015) MARCH 05, 2012 PLC WHICH LAWYER? PLC Finance Multi Jurisdictional Guide (2012) JULY 05, 2011 IFLR "Infrastructure boom", IFLR Guide to Project Finance (2011) MAY 18, 2011 GETTING THE DEAL THROUGH Getting the Deal Through - Banking Regulation, Panama Chapter, Law Business Research (2011) FEBRUARY 25, 2011 PLC WHICH LAWYER? PLC Cross-border Finance Handbook, Panama chapter (2011) SEPTEMBER 28, 2010 IFLR "Dealing in the Debt Markets", IFLR Focus (2010) AUGUST 09, 2010 ILO "New regulation issued enforcing mandatory credit rating reviews for banks", ILO Banking Newsletter (2010) FEBRUARY 05, 2010 ILO "Amended Capital Adequacy Requirements", ILO Banking Newsletter (2010) OCTOBER 09, 2009 OTHER Euromoney LatAm Financial Markets Handbook (2010) SEPTEMBER 21, 2009 IFLR "ABCs of Infrastructure Financing in Panama", IFLR Guide to Energy and Project Finance (2009) MARCH 26, 2009 ILO "Legal Implications of Banking Regulator's Intervention", ILO Banking Newsletter (2009) OCTOBER 10, 2008 OTHER "New Investment Opportunities in Panama", OFC Report (2007) OCTOBER 10, 2008 OTHER "Panama: The Tiger of the Americas", OFC Report (2008) OCTOBER 09, 2008 IFLR "Know the Territory", IFLR Guide to Energy and Project Finance (2008) AUGUST 01, 2008 OTHER "The Discount Contract", Novum Ius (1985) AUGUST 01, 2008 OTHER "International Banking Center", Euromoney Publications Limited (1982)

Awards and Recognitions MAY 27, 2021 LATIN LAWYER Latin Lawyer Deal of the Year Award 2021 FEBRUARY 19, 2021 Band 1 Banking & Finance firm, Panama, Chambers Global (2000-2021) OCTOBER 14, 2020 THE LEGAL 500 Leading projects and energy firm, The Legal 500 Latin America (2021) OCTOBER 13, 2020 THE LEGAL 500 Top Tier banking and finance firm, The Legal 500 Latin America (2012-2021) AUGUST 15, 2020 Leading banking & finance firm, Panama, Chambers Latin America (2009- 2021) AUGUST 14, 2020 Leading projects & energy firm, Panama, Chambers Latin America (2021) OCTOBER 08, 2019 IFLR Top tier financial and corporate firm, Panama, IFLR1000 (2003-2020) AUGUST 15, 2019 Leading projects firm, Panama, Chambers Latin America (2009-2020) MAY 15, 2019 OTHER Panama Banking & Finance Law Firm of the Year, GLE (2015, 2017, 2019) JANUARY 31, 2011 PLC WHICH LAWYER? Leading banking and finance firm, Panama, PLC Which Lawyer? (2009-2011)

OUR CLIENTS SAY

 They have a really significant workflow and great lawyers. They are particularly strong in the financing of projects.  Chambers Latin America, 2019

 Arias, Fábrega & Fábrega stands out as a professional, meticulous and practical firm  Legal 500 Latin America 2017

 …the firm is a frontrunner in banking and finance, with a demonstrable knack for structuring cutting edge financial instruments.  Latin Lawyer 250, 2014

 They are a top-tier firm that provides a dedicated and thorough service in this field  Chambers LatAm 2021

 They offer broad experience in the financing of major projects  Chambers LatAm 2021  They are a very knowledgeable team with excellent experience in the regulatory banking arena  Chambers LatAm 2021

 We are very happy with the service provided by Arias, Fábrega & Fábrega - their team is composed of very good lawyers with local and international experience, and they are all highly efficient.  Chambers LatAm 2017

 The team is experienced and responds quickly, as well as providing accuracy, professionalism and good management of clients' expectations.  Chambers LatAm 2017

 The lawyers have an exceptional background and level of knowledge in banking and finance matters in Panama. I would also highlight their rapid responses; you can call them anytime and they will be there to assist you immediately  Chambers LatAm 2018

 …the firm is a frontrunner in banking and finance, with a visibility on the country’s key capital markets that few others can match.  Latin Lawyer 250, 2016

 This firm is phenomenal and my first choice in Panama. The level of service and commitment is good and the quality of the work is sensational.  Chambers LatAm 2016

 Arias, Fábrega & Fábrega is a top-notch banking firm with an excellent track record in complex, cross-border transactions requiring an innovative approach.  Legal 500 Latin America 2015

 They are excellent lawyers; they're responsive, their work product is of a high quality and they can take the lead and handle matters on a timely basis. We enjoy working with them and would always go back to them.  Chambers Latin America, 2019