GOVERNMENT BORROWING AND GRANTING OF LOANS TO THE HELLENIC REPUBLIC ACT

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

CHAPTER 502

GOVERNMENT BORROWING AND GRANTING OF

LOANS TO THE HELLENIC REPUBLIC ACT

To authorise and regulate the raising of loans for the purpose of

entering into re-lending agreements with the Hellenic Republic.

13th July, 2010 *

ACT III of 2010 , as amended by Acts XVIII of 2011 , III of 2012 and

VI of 2013 .

The short title of this Act is the Government Borrowing

and Granting of Loans to the Hellenic Republic Act.

Added by

XVIII. 2011.5,

Loan Facility Agreement entered into in Brussels

on the 8th May, 2010

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

In this Act, unless the context otherwise requires -

"Consolidated Fund" has the same meaning assigned under

article 124 of the Constitution;

"the European Commission" means the Commission of the

European Community;

"Intercreditor Agreement" means the agreement entered into in

Brussels on the 8th May 2010, between the Euro Area Member

States and the European Commission regarding pooled bilateral

loans by Euro Area Member States to the Hellenic Republic, which

agreement is reproduced in the Third Schedule. The agreement

being reproduced is in the English language;

"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;

"Malta" has the same meaning assigned to it by article 124 of the

Constitution of Malta;

"Minister" means the Minister responsible for finance.

Added by

XVIII. 2011.5,

Loan Facility Agreement entered into in Brussels

on the 14th June, 2011

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

(1) Subject to the provisions of this Act, the Government

of Malta may, for the purposes of article 4, borrow sums of money

in Malta, for an amount which in total do not exceed thirty million

Euro and such other sums of money as the House of

Representatives may from time to time by resolution authorise.

(2) For the purpose of raising the aforesaid sums of money by

way of loan, the Minister is hereby authorised to borrow the said

sums of money on such terms and subject to such conditions as the

said Minister may approve under the provisions of the Local Loans

(Registered Stock and Securities) Ordinance, in order to issue stock

*See article 1(2) of the Act as originally enacted, and Legal Notice 360 of 2010.

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

in Malta

Provided that the Minister may also when he deems it

expedient to do so for reasons of urgency, authorise the temporary

use of funds from the Consolidated Fund in order to meet the

financing requirements of the Loan Facility Agreement and the

Intercreditor Agreement until such time as the proceeds of the

borrowing referred to in article 3 shall be obtained.

Added by

XVIII. 2011.5,

Intercreditor Agreement entered into in Brussels

on the 8th May, 2010

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

(1) Notwithstanding any other provision of the law, any

money borrowed under the authority of this Act shall be

appropriated and applied for the purpose of entering into re-lending

agreements, concluded between the Government of Malta, as

lender, and the Hellenic Republic, as borrower, for an identified

amount, in pursuance and within the framework of a Loan Facility

Agreement and in pursuance of an Intercreditor Agreement.

(2) The re-lending of money borrowed in terms of this Act for

any purpose other than the purpose specified under sub-article (1)

may only be done in such manner and for such purpose as the

House of Representatives may by resolution determine.

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

Added by

III. 2012.3,

Amendment to the EUR 80 000 000 000

Loan Facility Agreement

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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.

HELLENIC REPUBLIC

The following Euro Area Member States

as Borrower

KINGDOM OF BELGIUM, IRELAND, KINGDOM

Represented by

- signed-

REPUBLIC, REPUBLIC OF CYPRUS, GRAND

Yannis Stoumaras

DUCHY OF LUXEMBOURG, REPUBLIC OF

Minister of Finance

MALTA, KINGDOM OF THE NETHERLANDS,

REPUBLIC, REPUBLIC OF SLOVENIA and

REPUBLIC OF FINLAND as Lenders

represented by

EUROPEAN COMMISSION

Represented by

- signed-

Olli Rehn

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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 Lender

Governor of the Bank of Represented by

- signed-

Rita Geyennann

First Vice President

- signed-

Heider Mehlhorn

Vice President

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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.

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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.

Added by

VI. 2013.3.

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

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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.

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

(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

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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.

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.

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.

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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

GOVERNMENT BORROWING AND GRANTING

OF LOANS TO THE HELLENIC REPUBLIC

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