European Financial Stability Facility and Euro Area Loan Facility (Amendment) Act 2011

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SCHEDULE 2

Amendment to Loan Facility Agreement of June 2011

Section 2 .

AMENDMENT TO THE

EUR 80 000 000 000

LOAN FACILITY AGREEMENT

between

THE FOLLOWING MEMBER STATES WHOSE

CURRENCY IS THE EURO:

KINGDOM OF BELGIUM, IRELAND,

KINGDOM OF SPAIN, FRENCH REPUBLIC,

ITALIAN REPUBLIC, REPUBLIC OF CYPRUS,

GRAND DUCHY OF LUXEMBOURG,

REPUBLIC OF MALTA, KINGDOM OF THE

NETHERLANDS, REPUBLIC OF AUSTRIA,

PORTUGUESE REPUBLIC, REPUBLIC OF

SLOVENIA and REPUBLIC OF FINLAND

and

KfW, acting in the public interest, subject to the instructions of and with the benefit of the guarantee of the Federal Republic of Germany,

as Lenders

and

THE HELLENIC REPUBLIC

as Borrower

THE BANK OF GREECE

as Agent to the Borrower

14 JUNE 2011

THIS AMENDMENT (the “Amendment”) TO THEEUR 80 000 000 000 LOAN FACILITY AGREEMENT DATED 8 MAY 2010

is made by and between:

(A) The following Member States whose currency is the euro: Kingdom of Belgium, Ireland, Kingdom of Spain, French Republic, Italian Republic, Republic of Cyprus, Grand Duchy of Luxembourg, Republic of Malta, Kingdom of the Netherlands, Republic of Austria, Portuguese Republic, Republic of Slovenia and Republic of Finland, represented by the European Commission (hereinafter referred to as the “Commission”) and KfW acting in the public interest, subject to the instructions of and with the benefit of the guarantee of the Federal Republic of Germany (hereinafter referred to as the “Lenders” and each, a “Lender”) ;

(B) The Hellenic Republic (hereinafter referred to as “Greece” or the “Borrower”) , represented by the Minister of Finance; and

(C) The Bank of Greece acting as agent on behalf of the Borrower (hereinafter referred to as the “Borrower’s Agent”) , represented by the Governor of the Bank of Greece.

PREAMBLE

Whereas:

(1) A EUR 80 000 000 000 Loan Facility Agreement dated 8 May 2010 (hereinafter referred to as the “Agreement”) has been made between the Lenders and the Hellenic Republic and the Bank of Greece.

(2) The Heads of State and Government of the Euro Area concluded on 11 March 2011 that, in view of the commitments undertaken by Greece in the context of the adjustment programme, the interest rate on its loan will be adjusted by 100 basis points and the maturity of all loans will be increased to 7.5 years.

(3) The Lenders in all their functions, rights and obligations under this Agreement act through and are represented by the Commission. The Lenders have agreed to act in a coordinated manner and to channel communications to the Commission through the Eurogroup Working Group Chairman.

(4) The Federal Republic of Germany (“Germany”) has designated KfW as Lender on behalf of Germany for the purposes of the Agreement. Accordingly, references to KfW as Lender refer to KfW acting in the public interest, subject to the instructions of and with the benefit of the guarantee of Germany also for the purposes of this Amendment.

Now, therefore, the parties hereto have agreed as follows:

1.AMENDMENTS TO THE LOAN FACILITY AGREEMENT

The Agreement is hereby amended as follows:

(1) In Article 3, paragraph 3, point (c) shall be replaced by the following:

“the requested grace period for such Loan, if any, during which no repayments of principal have to be made by the Borrower and which may not exceed a period of four years and six months from the Disbursement Date (the “Grace Period”)”.

(2) In Article 3, paragraph 3, point (d) shall be replaced by the following:

“the term of the requested Loan which may not exceed ten years from the Disbursement Date of the Loan and the last day of which must be an Interest Payment Date (as defined below) (the “Term”) ; and”.

(3) In Article 5, paragraph 1, point (b) shall be replaced by the following:

“a margin equal to:

(i) 200 basis points, in respect of any Interest Periods commencing on or after the Disbursement Date of a Loan up to and including the Interest Period ending on the third anniversary of such Disbursement Date or, if this is not an Interest Payment Date, the first Interest Payment Date after the third anniversary of such Disbursement Date; and

(ii) 300 basis points in respect of any subsequent Interest Periods.”

(4) All other Articles remain unchanged.

2.GOVERNING LAW AND JURISDICTION

(1) This Amendment and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law.

(2) The parties undertake to submit any dispute which may arise relating to the legality, validity, interpretation or performance of this Amendment to the exclusive jurisdiction of the Court of Justice of the European Union.

(3) Judgements of the Court of Justice of the European Union shall be fully binding on and enforceable by the parties.

(4) The Lenders may enforce any judgement obtained from the Court of Justice of the European Union, or other rights against the Borrower in the courts of the country of the Borrower.

(5) The Borrower hereby irrevocably and unconditionally waives all immunity to which it is or may become entitled, in respect of itself or its assets, from legal proceedings in relation to this Amendment, including, without limitation, immunity from suit, judgement or other order, from attachment, arrest or injunction prior to judgement, and from execution and enforcement against its assets to the extent not prohibited by mandatory law.

3.ENTRY INTO FORCE AND TRANSITIONAL PROVISIONS

(1) Following its signature by all parties, this Amendment shall enter into force on the date on which:

(a) the Lenders have received the official notification in the form of the Legal Opinion by the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance in the form of Annex 1 that this Amendment has been duly executed on behalf of the Borrower and all of the Borrower’s obligations in relation to this Amendment are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same; and

(b) the Commission has received a written confirmation from the Eurogroup Working Group Chairman that all Lenders under their national laws are duly authorised to be bound under this Amendment,

on which date this Amendment shall enter into effect and be binding on and between the Borrower, the Borrower’s Agent and all Lenders. The Commission shall notify the Borrower, the Borrower’s Agent and the Lenders about the date of entry into force.

It is acknowledged and agreed that the authorization of a Lender to be bound under this Amendment may be of provisional application in accordance with the national laws and legislation of the relevant Member State.

(2) The following transitional provisions shall apply in relation to the Loans that have been disbursed before the entry into force of this Amendment:

(a) the Scheduled Principal Repayments specified in the Acceptance Notices issued hitherto shall be modified and replaced by the Scheduled Principal Repayments as set out in the Annex 2 of this Amendment;

(b) if one or more Acceptance Notices are issued between the signature of this Amendment by all parties and the entry into force thereof, the Commission shall, upon the entry into force of this Amendment, issue an amended Acceptance Notice which, from its date of issuance by the Commission, shall modify the Scheduled Principal Repayments set out in such Acceptance Notice(s) so that the Grace Period and the Term specified in such Acceptance Notice(s) are as long as allowed under Articles 1(1) and 1(2) of this Amendment; and

(c) the margin foreseen in Article 1(3) of this Amendment shall apply starting from (and including) the Interest Period during which this Amendment is signed by all parties. If one or more Interest Payment Dates occur between the signature by all parties of this Amendment and its entry into force, the difference between (i) the interest that the Borrower paid on any such Interest Payment Dates and (ii) the interest calculated by applying the margin as specified in Article 1(3) of the Amendment, shall be compensated to the Borrower through an equivalent reduction of the interest due on the next Interest Payment Date, provided that the Amendment enters into force at least thirty (30) calendar days prior to it. If the Amendment enters into force less than thirty (30) calendar days prior to an Interest Payment Date, the reduction shall occur on the following Interest Payment Date. If the amount of the reduction exceeds the interest due on a single Interest Payment Date, the remaining part shall be compensated on a subsequent Interest Payment Date. The Commission shall advise the Lenders, the Borrower and the Borrower’s Agent about the reduction.

4.EXECUTION OF THE AGREEMENT

This Amendment may be executed in any number of counterparts signed by one or more of the parties. The counterparts each form an integral part of the original Amendment and the signature of the counterparts shall have the same effect as if the signatures on the counterparts were on a single copy of the Amendment.

The Commission shall promptly after the signature of this Amendment supply conformed copies of the Amendment to each of the parties.

5.INTERPRETATION AND ANNEXES

(1) Unless otherwise defined in this Amendment or the context requires otherwise, capitalized terms used in this Amendment shall have the meaning given to them in the Agreement.

(2) The Annexes to this Amendment shall constitute an integral part hereof:

1.Form of Legal Opinion.

2.Amended Scheduled Principal Repayments.

3.List of Contacts.

Done in Brussels on 14 June 2011 and in Athens 10 June 2011.

ANNEX 1

FORM OF LEGAL OPINION

(official letterhead of the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance)

[place, date]

To: European Commission[Insert address]

Re:Amendment dated [*] 2011 to the Loan Facility Agreement between certain Euro Area Member States and KfW (as Lenders) and the Hellenic Republic (as Borrower) and the Bank of Greece (as the Borrower’s Agent) signed on 8 May 2010 (the “Loan Facility Agreement”) Legal Opinion

Dear Sirs,

In our capacity as the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance, we refer to the above referenced Amendment and its Annexes which constitute an integral part thereof (hereinafter together referred to as the “Amendment”) entered into between, amongs others, certain Euro Area Member States and KfW (hereinafter referred to as the “Lenders”) and the Hellenic Republic (hereinafter referred to as the “Borrower”) on [*] 2011.

We warrant that we are competent to issue this legal opinion in connection with the Amendment on behalf of the Borrower.

We have examined originals of the Amendment. We have also examined the relevant provisions of national and international law applicable to the Borrower and the Borrower’s Agent, the powers of signatories and such other documents as we have deemed necessary or appropriate. Furthermore, we have made such other investigations and reviewed such matters of law as we have considered relevant to the opinion expressed herein.

We have assumed (i) the genuineness of all signatures (except the Borrower and the Borrower’s Agent) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Amendment of, and their valid authorisation and signing by, each party other than the Borrower and the Borrower’s Agent and (iii) the validity, binding effect and enforceability of the Amendment on each party under the laws of England.

Terms used and not defined in this opinion shall have the meaning set out in the Loan Facility Agreement and the Amendment.

This opinion is limited to Hellenic law as it stands at the date of this opinion.

Subject to the foregoing, we are of the opinion that:

1.With respect to the laws, regulations and legally binding decisions currently in force in the Hellenic Republic, the Borrower is by the execution of the Amendment by [insert name], Minister of Finance, validly and irrevocably committed to fulfil all of its obligations under it.

2.The Borrower’s execution, delivery and performance of the Amendment:

(i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and

(ii) have not and will not violate any applicable regulation or ruling of any competent authority or any agreement or Treaty binding on it.

3.Nothing in this Amendment contravenes or limits the rights of the Borrower to make punctual and effective payment of any sum due for the principal, interest or other charges under the Amendment.

4.The Amendment is in proper legal form under Hellenic laws for enforcement against the Borrower and the Borrower’s Agent. The enforcement of the Amendment would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Borrower.

5.It is not necessary in order to ensure the legality, validity or enforceability of the Amendment that it be filed, recorded, or enrolled with any court or authority in the Hellenic Republic.

6.No taxes, duties, fees or other charges imposed by the Hellenic Republic or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Amendment and with any payment or transfer of principal, interest, commissions and other sums due under the Amendment.

7.No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Amendment.

8.The signature of the Amendment by [insert name], Governor of the Bank of Greece legally and validly binds the Borrower’s Agent.

9.The choice of English law as governing law for the Amendment is a valid choice of law binding the Borrower in accordance with Hellenic law.

10.The Borrower has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Court of Justice of the European Union in connection with the Amendment and any judgement of this court would be conclusive and enforceable in the Hellenic Republic.

11.Neither the Borrower nor any of its property are immune on the grounds of sovereignty or otherwise from jurisdiction, attachment — whether before or after judgement — or execution in respect of any action or proceeding relating to the Amendment.

12.The execution of the Amendment has been made upon the provisions of Law 3845/2010 (Government Gazette A’65) as amended by Law 3847/2010 (Government Gazette A’67)).

13.Under the Hellenic law no ratification from Parliament is required for the Amendment in order to be effective and binding (Law 3847/2010 (Government Gazette A’67)).

14.In conclusion, the Amendment has been duly executed on behalf of the Borrower and all the Borrower’s obligations in relation to the Amendment and the Loan Facility Agreement, as amended by the Amendment, are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same.

Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance

ANNEX 2

AMENDED SCHEDULED PRINCIPAL REPAYMENTS

1.The Scheduled Principal Repayments of the 1st Loan shall be as follows:

2.The Scheduled Principal Repayments of the 2nd Loan shall be as follows:

3.The Scheduled Principal Repayments of the 3rd Loan shall be as follows:

4.The Scheduled Principal Repayments of the 4th Loan shall be as follows:

ANNEX 3

LIST OF CONTACTS

For the Lenders and Commission:

European Commission

Directorate General Economic and Financial Affairs—

Unit L-4 “Lending, Borrowing, Accounting and Back Office”

L-2920 Luxembourg

Attention: Head of Unit

Fax: + 352 4301 33459

SWIFT BIC: EUCOLULL

With copy to the ECB:

European Central Bank

Kaiserstrasse 29

60311 Frankfurt am Main, Germany

Attention: Head of Financial Operations Services Division

Fax: + 49 69 1344 6171

SWIFT BIC: ECBFDEFFBAC

For the Borrower:

Ministry of Finance

General Accounting Office

37, E. Venizelos str.101 65 Athens, Greece

Attention: 23rd Division

Fax: + 30 210 3338205

With copy to the Borrower’s Agent:

Bank of Greece

21, E. Venizelos str.

102 50 Athens, Greece

Attention: Government Financial Operations & Accounts Department

Government Accounts Section

Fax: + 30 210 3221007

SWIFT BIC: BNGRGRAA