ACT No. VI of 2013 AN ACT to amend the Government Borrowing and Granting of Loans to the Hellenic Republic Act (Cap. 502).

I assent.

G EORGE A BELA

(L.S.)

President

28th June, 2013

ACT No. VI of 2013

AN ACT to amend the Government Borrowing and Granting of

Loans to the Hellenic Republic Act (Cap. 502).

BE IT ENACTED by the President, by and with the advice and

consent of the House of Representatives, in this present Parliament

assembled, and by the authority of the same, as follows:-

The short title of this Act is the Government Borrowing

and Granting of Loans to the Hellenic Republic (Amendment) Act,

2013, and this Act shall be read and construed as one with the

Government Borrowing and Granting of Loans to the Hellenic

Republic Act, hereinafter referred to as the "principal Act".

In article 2 of the principal Act, for the definition "Loan

Facility Agreement", there shall be substituted the following new

definition

" "Loan Facility Agreement" means the agreement entered

into in Brussels on the 8th May 2010, which is reproduced in the

First Schedule, approved by the Euro Area Member States in

pursuance of a decision of the Council of the European Union

providing for the lending of money to the Hellenic Republic, as

amended by the agreements entered into in Brussels on the 14th

June 2011, 27th February 2012 and 19th December 2012, which

agreements are reproduced in the Second, Fourth and Fifth

Schedules respectively. All agreements being reproduced are in

the English language;".

Immediately after the Fourth Schedule to the principal Act, Addition of new

schedule to the

there shall be added the following new schedule

principal Act.

"Fifth Schedule

Loan Facility Agreement entered into in Brussels

on the 19 December 2012

CONFORMED COPY

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

19 DECEMBER 2012

THIS AMENDMENT (the "Amendment") TO THE EUR 80000 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. Loans amounting to EUR 52

900 000 000 have been disbursed and the undrawn amounts were cancelled in

April 2012.

(2) A first Amendment to the Agreement was signed on 14 June 2011 in

accordance with the conclusions of the Heads of State and Government of the Euro

Area of 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 would be

adjusted by 100 basis points and the maturity of all loans will be increased to 7.5

years.

(3) A second Amendment to the Agreement was signed on 27 February

2012 in order to further extend the maturity of all Loans to 15 years and to reduce

the interest rate margin to 150 basis points.

(4) On 27 November 2012, the Eurogroup stated that the Lenders had

agreed to a lowering by 100 basis points of the interest rate charged to Greece on

the loans provided in the context of the Greek Loan Facility. Member States under

a full financial assistance programme will not be required to participate in the

lowering of the interest rates for the period in which they receive themselves

financial assistance. An extension of maturity of the loans by 15 years was also

decided.

(5) 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.

(6) 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 TIlE LOAN FACILITY AGREEMENT

The Agreement, as amended on 14 June 2011 and on 27 February 2012, is

hereby amended as follows

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

"the term of the requested Loan which may not exceed thirty years from

the Disbursement Date of the Loan and the last day of which must be an

Interest Payment Date (as defmed below) (the "Term"); and".

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

"a margin equal to 50 basis points".

(3) 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 ADDITIONAL 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

(a)

notwithstanding Article 1(2) of this Amendment the margin equal

to 150 basis points shall continue to apply in relation to amounts due to the

Lenders that are under a full financial assistance programme by the EFSF or

EFSM until (and including) the Interest Period during which the availability

of financial assistance, as may be amended from time to time, expires.

Should a Lender enter a full financial assistance programme by the ESM,

EFSF or ESFM following the signature of this Agreement the margin equal

to 150 basis points shall apply in relation to amounts due to such a Lender

from (but excluding) the Interest Period during which the Memorandum of

Understanding concerning the assistance programme was signed; and

(b) the margin foreseen in Article 1(2) of this Amendment shall

apply starting from (and including) the Interest Period which starts on 15

December 2012. In relation to all Interest Payment Dates that shall occur

between 15 March 2013 and the entry into force of this Amendment 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(2) of this Amendment shall be compensated to the

Borrower through an equivalent reduction of the interest due on the next

Interest Payment Date, provided that this Amendment enters into force at

least thirty (30) calendar days prior to it. If this 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 the subsequent Interest Payment

Date. The Commission shall advise the Lenders, the Borrower and the

Borrower's Agent about the reduction.

(3) The Scheduled Principal Repayments specified in the Acceptance

Notices issued hitherto and in the Amendments to the Agreement dated 14 June

2011 and 27 February 2012 shall be modified and replaced by the Scheduled

Principal Repayments as set out in the Annex 2 of this Amendment.

(4) Any additional operational costs incurred by the European Commission

resulting from the implementation of this Amendment shall be covered by the

Borrower.

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.

INTERPRETATION AND ANNEXES

(1) Unless otherwise defined in this Amendment or the context requires

otherwise, capitalized terms used in the 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 19 December 2012 and in Athens on 18 December 2012.

The following Euro Area Member States

HELLENIC REPUBLIC

as Borrower

KINGDOM OF BELGIUM, IRELAND,

Represented by

KINGDOM

OF

SPAIN,

FRENCH

- signed-

REPUBLIC,

ITALIAN

REPUBLIC,

Yannis Stoumaras

REPUBLIC

OF

CYPRUS,

GRAND

Minister of Finance

DUCHY OF LUXEMBOURG, REPUBLIC

OF MALTA, KINGDOM OF THE

NETHERLANDS,

REPUBLIC

OF

AUSTRIA, PORTUGUESE REPUBLIC,

REPUBLIC

OF

SLOVENIA

and

REPUBLIC OF FINLAND as Lenders

represented by

EUROPEAN COMMISSION

Represented by

- signed-

Olli Rehn

BANK OF GREECE

KfW

as the Borrower's Agent

acting in the public interest, subject to the

Represented by

instructions of and with the benefit of the

-signed-

guarantee of the Federal Republic of

George Provopoulos

Germany

Governor of the Bank of as Lender

Greece

Represented by

- signed-

Rita Geyennann

First Vice President

- signed-

Heider Mehlhorn

Vice President

ANNEX I

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 (*) 2012 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, as amended on 14 June 2011 and on 27 February 2012 (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, amongst 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 [*] 2012.

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.

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.

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.

The signataure of the Amendment by [insert name], Governor of

the Bank of Greece legally and validly binds die Borrower’s Agent.

The choice of English law as goaverning law for the Amendment

is a valid choice of law binding the Borrower in accordance with Hellenic

law.

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.

Neither the Borrower nor any of its property are immune on the

grounds of sovereignty or otherwise from jurisdiction, attachment - whether

before or after judgment - or execution in respect of any action or proceeding

relating to the Amendment.

The execution of the Amendment has been made upon the

provisions of [insert reference].

Under the Hellenic law, no ratification from Parliament is

required for this Amendment in order to be effective and binding, [Insert

reference].

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 Ageement, 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

The Scheduled Principal Repayment of the Loans shall take place on each

Interest Payment Date as follows

Interest Payment Dates

Principal Repayments (€)

15/06/2020

181.250.000,00

15/09/2020

262.500.000.00

15/12/2020

262.500.000.00

15/03/2021

343.750.000.00

15/06/2021

480.000.000.00

15/09/2021

588.750.000.00

15/12/2021

661.250.000.00

15/03/2022

661.250.000.00

15/06/2022

661.250.000.00

15/09/2022

661.250.000.00

15/12/2022

661.250.000.00

15/03/2023

661.250.000.00

15/06/2023

661.250.000.00

15/09/2023

661.250.000.00

15/12/2023

661.250.000.00

15/03/2024

661.250.000.00

15/06/2024

661.250.000.00

15/09/2024

661.250.000.00

15/12/2024

661.250.000.00

15/03/2025

661.250.000.00

15/06/2025

661.250.000.00

15/09/2025

661.250.000.00

15/12/2025

661.250.000.00

15/03/2026

661.250.000.00

15/06/2026

661.250.000.00

15/09/2026

661.250.000.00

15/12/2026

661.250.000.00

15/03/2027

661.250.000.00

15/06/2027

661.250.000.00

15/09/2027

661.250.000.00

15/12/2027

661.250.000.00

15/03/2028

661.250.000.00

15/06/2028

661.250.000.00

15/09/2028

661.250.000.00

15/12/2028

661.250.000.00

15/03/2029

661.250.000.00

15/06/2029

661.250.000.00

15/09/2029

661.250.000.00

15/12/2029

661.250.000.00

15/03/2030

661.250.000.00

15/06/2030

661.250.000.00

15/09/2030

661.250.000.00

15/12/2030

661.250.000.00

Interest Payment Dates

Principal Repayments (€)

15/03/2031

661.250.000.00

15/06/2031

661.250.000.00

15/09/2031

661.250.000.00

15/12/2031

661.250.000.00

15/03/2032

661.250.000.00

15/06/2032

661.250.000.00

15/09/2032

661.250.000.00

15/12/2032

661.250.000.00

15/03/2033

661.250.000.00

15/06/2033

661.250.000.00

15/09/2033

661.250.000.00

15/12/2033

661.250.000.00

15/03/2034

661.250.000.00

15/06/2034

661.250.000.00

15/09/2034

661.250.000.00

15/12/2034

661.250.000.00

15/03/2035

661.250.000.00

15/06/2035

661.250.000.00

15/09/2035

661.250.000.00

15/12/2035

661.250.000.00

15/03/2036

661.250.000.00

15/06/2036

661.250.000.00

15/09/2036

661.250.000.00

15/12/2036

661.250.000.00

15/03/2037

661.250.000.00

15/06/2037

661.250.000.00

15/09/2037

661.250.000.00

15/12/2037

661.250.000.00

15/03/2038

661.250.000.00

15/06/2038

661.250.000.00

15/09/2038

661.250.000.00

15/12/2038

661.250.000.00

15/03/2039

661.250.000.00

15/06/2039

661.250.000.00

15/09/2039

661.250.000.00

15/12/2039

661.250.000.00

15/03/2040

661.250.000.00

15/06/2040

480.000.000.00

15/09/2040

398.750.000.00

15/12/2040

398.750.000.00

15/03/2041

317. 500.000.00

15/06/2041

181.250.000.00

15/09/2041

72.500.000.00

TOTAL

92,900.000.000,00

ANNEX 3

LIST OF CONTACI'S

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

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

Passed by the House of Representatives at Sitting No. 35 of the 25th June,

2013. A NĠLU F ARRUGIA

Speaker

R AYMOND S CICLUNA

Clerk to the House of Representatives