PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY ACT

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

CHAPTER 505

PARTICIPATION AND GUARANTEES UNDER THE

EUROPEAN FINANCIAL STABILITY FACILITY

ACT

To authorize and regularize the participation within the European Financial

Stability Facility and to issue guarantees for the payment of the financial

instruments or agreement issued or entered into by the European Financial

Stability Facility.

3rd August, 2010 *

ACT XIV of 2010 , as amended by Act XVIII of 2011 .

The short title of this Act is the Participation and

Guarantees under the European Financial Stability Facility Act.

Added by

XVIII. 2011.4.

The European Financial Stability Facility Framework

Agreement entered into in Luxembourg

on the 7th June 2010

EFSF FRAMEWORK AGREEMENT

between

KINGDOM OF BELGIUM

FEDERAL REPUBLIC OF GERMANY

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

SLOVAK REPUBLIC

REPUBLIC OF FINLAND

HELLENIC REPUBLIC

AND

EUROPEAN FINANCIAL STABILITY FACILITY

7 June 2010

EFSF FRAMEWORK AGREEMENT (the "Agreement") is made by and

between

(A) Kingdom of Belgium, Federal Republic of Germany, 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, Slovak Republic, Republic of Finland

and the Hellenic Republic (the " euro-area Member States " or " EFSF

Shareholders"); and

(B) European Financial Stability Facility ("EFSF"), a société anonyme

incorporated in Luxembourg, with its registered office at 3, rue de la Congrégation,

L-1352 Luxembourg (the euro-area Member States and EFSF referred to hereafter as

the "Parties").

PREAMBLE

Whereas

(1) On 9 May 2010 a comprehensive package of measures has been decided

including (a) a Council Regulation establishing the European Financial Stabilisation

Mechanism ("EFSM") based on Article 122(2) of the Treaty on the functioning of

the European Union and (b) the EFSF in order to financially support euro-area

Member States in difficulties caused by exceptional circumstances beyond such

Member States’ control. It is envisaged that financial support to euro-area Member

States shall be provided by EFSF in conjunction with the IMF and shall be on

comparable terms to the stability support loans advanced by euro-area Member

States to the Hellenic Republic.

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

(2) EFSF has been incorporated on 7 June 2010 for the purpose of making

stability support to euro-area Member States in the form of loan facility agreements

("Loan Facility Agreements") and loans ("Loans") made thereunder of up to EUR

440 billion within a limited period of time. The availability of such Loan Facility

Agreements will be conditional upon the relevant euro-area Member States which

request such loans entering into memoranda of understanding (each an "MoU") with

the European Commission, acting on behalf of the euro-area Member States, in

relation to budgetary discipline and economic policy guidelines and their

compliance with the terms of such MoU. With respect to each Loan Facility

Agreement, the relevant beneficiary euro-area Member State shall be referred to as

the "Borrower".

(3) By a decision of the representatives of the governments of the 16 euro-area

Member States dated 7 June 2010, acting on the basis of the conclusions of the 27

Member States of 9 May 2010, the Commission was tasked with carrying out certain

duties and functions as contemplated by the terms of this Agreement.

(4) EFSF shall finance the making of such loans by issuing or entering into

bonds, notes, commercial paper, debt securities or other financing arrangements

("Funding Instruments") which are backed by irrevocable and unconditional

guarantees (each a "Guarantee") of the euro-area Member States which shall act as

guarantors in respect of such Funding Instruments as contemplated by the terms of

this Agreement. The guarantors (the "Guarantors") of Funding Instruments issued

or entered into by EFSF shall be comprised of each euro-area Member State

(excluding any euro-area Member State which is or has become a Stepping-Out

Guarantor under Article 2(7) prior to the issue of such Funding Instruments).

(5) A political decision has been taken by all euro-area Member States to

provide Guarantee Commitments (as defined in Article 2(3)) pursuant to the terms of

this Agreement.

(6) The euro-area Member States and EFSF have entered into this Agreement to

set out the terms and conditions upon which EFSF may make Loans to euro-area

Member States, finance such Loans by issuing or entering into Funding Instruments

backed by Guarantees issued by the Guarantors, the terms and conditions on which

the Guarantors shall issue Guarantees in respect of the Funding Instruments issued

by or entered into by EFSF, the arrangements entered into between them in the event

that a Guarantor is required to pay under a Guarantee more than its required

proportion of liabilities in respect of a Funding Instrument and certain other matters

relating to EFSF.

Now, therefore, the Parties have agreed as follows

1. ENTRY INTO FORCE

(1) This Agreement (with the exception of the obligation of euro-area Member

States to issue Guarantees under this Agreement) shall, upon at least five (5) euro-

area Member States comprising at least two-thirds (2/3) of the total guarantee

commitments set out in Annex 1 (the "Total Guarantee Commitments") providing

written confirmation substantially in the form of Annex 3 to EFSF that they have

concluded all procedures necessary under their respective national laws to ensure

that their obligations under this Agreement shall come into immediate force and

effect (a "Commitment Confirmation"), enter into force and become binding

between EFSF and the euro-area Member Sates providing such Commitment

Confirmations.

(2) The obligation of euro-area Member States to issue Guarantees under this

Agreement shall enter into force and become binding between EFSF and the euro-

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

area Member States which have provided Commitment Confirmations only when

Commitment Confirmations have been received by EFSF from euro-area Member

States whose Guarantee Commitments represent in aggregate ninety per cent (90%)

or more of the Total Guarantee Commitments. Any euro-area Member State which

applies for stability support from the euro-area Member States or which benefits

from financial support under a similar programme or which is already a Stepping-

Out Guarantor shall be excluded in computing whether this ninety per cent (90%)

threshold of the Total Guarantee Commitments is satisfied.

(3) This Agreement and the obligation to provide Guarantees in accordance

with the terms of this Agreement shall enter into force and become binding on any

remaining euro-area Member States (which have not provided their Commitment

Confirmations at the time the Agreement or the obligation to provide Guarantees

comes into force pursuant to Article 1(1) or 1(2)) at the time when such euro-area

Member States provide their Commitment Confirmation to EFSF copies of which

should be addressed to the Commission.

2. GRANT OF LOANS, FUNDING INSTRUMENTS AND ISSUANCE OF

GUARANTEES

(1) The euro-area Member States agree that in the event of a request made by a

euro-area Member State to the other euro-area Member States for a stability support

loan (i) the Commission (in liaison with the ECB and the IMF) shall be hereby

authorised to negotiate the MoU with the relevant Borrower which shall be

consistent with a decision the Council may adopt under Article 136 of the Treaty on

the functioning of the European Union following a proposal of the Commission and

the Commission shall be hereby authorised to finalise the terms of such MoU and to

sign such MoU with the Borrower on behalf of the euro-area Member States once

such MoU has been approved by the Eurogroup Working Group (unless an MoU has

been already entered into between the Borrower and the Commission under the

EFSM which MoU has been approved by all euro-area Member States in which case

this latter MoU shall apply, provided that it covers both EFSM and EFSF stability

support); (ii) following such approval of the relevant MoU, the Commission, in

liaison with the ECB, shall make a proposal to the Eurogroup Working Group of the

main terms of the Loan Facility Agreement to be proposed to the Borrower based on

its assessment of market conditions and provided that the terms of such Loan

Facility Agreement contain financial terms compatible with the MoU and the

compatibility of maturities with debt sustainability; (iii) following a decision of the

Eurogroup Working Group, EFSF (in conjunction with the Eurogroup Working

Group) shall negotiate the detailed, technical terms of the Loan Facility Agreements

under which Loans will, subject to the terms and conditions set out therein, be made

available to the relevant Borrower, provided that such Loan Facility Agreements

shall be substantially in the form of a template Loan Facility Agreement which shall

be approved by the euro-area Member States for the purpose of this Agreement and

the financial parameters of such Loan Facility Agreements shall be based on the

financial terms proposed by the Commission, in liaison with the ECB, and approved

by the Eurogroup Working Group and (iv) EFSF shall collect, verify and hold in safe

custody the conditions precedent to such Loan Facility Agreements and the executed

versions of all related documents. The terms of Article 3(2) set out the basis upon

which decisions shall be made in relation to Loans to be made under an existing

Loan Facility Agreement. Given that EFSF is not a credit institution, Borrowers

shall represent and warrant in each Loan Facility Agreement that no regulatory

authorisation is required for EFSF to grant Loans to such Borrower under its

applicable national law or that an exemption to such regulatory authorisation

requirement exists under applicable national law. The Guarantors hereby authorise

EFSF to sign such Loan Facility Agreements, subject to the prior unanimous

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

approval by all of them participating in the relevant votes of Guarantors.

(2) In respect of each Loan Facility Agreement and the Loans to be made

thereunder, the euro-area Member States agree that EFSF (in consultation with the

Eurogroup Working Group) shall be authorised to structure and negotiate the terms

on which EFSF may issue or enter into Funding Instruments on a stand-alone basis

or pursuant to a debt issuance programme or programmes or facility (each an "EFSF

Programme(s)") to finance the making of Loans to Borrowers. So long as market

conditions permit and save as otherwise stated in this Agreement, such Funding

Instruments shall have substantially the same financial profile as the related Loans

(provided that (x) for operational reasons there will need to be delays between issue

dates and payment dates to facilitate the transfers of funds and calling Guarantees

and (y) notwithstanding the liability of each Guarantor to pay any amounts of

interest and principal due but unpaid under the Funding Instruments, the recourse of

investors against EFSF under the Funding Instruments shall be limited to the assets

of EFSF including, in particular, the amounts it recovers in respect of the Loans. The

interest rate which will apply to each Loan is intended to cover the cost of funding

incurred by EFSF and shall include a margin (the "Margin") which shall provide

remuneration for the Guarantors. The Service Fee may be used to cover the

operational costs of EFSF and any costs and fees directly related to the issuance of

Funding Instruments which have not otherwise been charged to the relevant

Borrower.

(3) In respect of Funding Instruments issued or entered into under an EFSF

Programme or on a stand-alone basis, each Guarantor shall be required to issue an

irrevocable and unconditional Guarantee in a form to be approved by the Guarantors

for the purpose of this Agreement and in an amount equal to the product of (a) the

percentage set out next to each Guarantor's name in the third column (the

"Contribution Key") in Annex 2 (as such percentage is adjusted from time to time

in accordance with the terms of this Agreement and/or to reflect any euro-area

Member State not yet having provided its Commitment Confirmation during the

implementation period pursuant to Article 1 and notified in writing by EFSF to the

Guarantors) (the "Adjusted Contribution Key Percentage"), (b) 120%, and (c) the

obligations of EFSF (in respect of principal, interest or other amounts due) in respect

of the Funding Instruments issued or entered into by EFSF on a stand-alone basis or

under an EFSF Programme. If EFSF issues Funding Instruments under an EFSF

Programme, each Guarantor shall issue its Guarantee to guarantee all Funding

Instruments issued or entered into pursuant to the relevant EFSF Programme. The

Offering Materials or contractual documentation for each issue or contracting of

Funding Instruments made under an EFSF Programme shall confirm which

Guarantors have Guarantees which cover the relevant Funding Instruments or issue

or series thereof. EFSF may also request the Guarantors to issue Guarantees under

this Agreement for other purposes which are closely-linked to an issue of Funding

Instruments and which facilitates the obtaining and maintenance of a high quality

rating for Funding Instruments issued by EFSF and efficient funding by EFSF. The

decision to issue Guarantees for such other purposes in connection with an EFSF

Programme or a stand-alone issue of or entry into Funding Instruments shall be

taken by a unanimous decision of the Guarantors. No Guarantor shall be required to

issue Guarantees which would result in it having a Guarantee Exposure in excess of

its aggregate guarantee commitment (its "Guarantee Commitment") set out

alongside its name in Annex 1. For the purposes of this Agreement a Guarantor's

"Guarantee Exposure" is equal to the aggregate of (i) the amount of Guarantees

which it has issued but which are undrawn and (ii) the amount it has paid and not

been reimbursed under Guarantees it has issued under this Agreement. Accordingly,

if an outstanding, undrawn Guarantee expires or if an amount drawn under a

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

Guarantee is reimbursed this will reduce a Guarantor’s Guarantee Exposure and

replenish its capacity to issue Guarantees under this Agreement.

(4) (a) The Guarantees shall irrevocably and unconditionally guarantee the due

payment of scheduled payments of interest and principal due on Funding

Instruments issued by EFSF. In the case of EFSF Programmes, the Guarantors shall

issue Guarantees which guarantee all series of Funding Instruments issued from time

to time under the relevant EFSF Programme. The Offering Materials and/or

contractual documentation of each series shall confirm which Guarantees cover that

series, in particular, if a Guarantor under the relevant EFSF Programme has

subsequently become a Stepping-out Guarantor and no longer guarantees further

issues or series under such EFSF Programme.

(b) The Guarantees may be issued to a bond trustee or other representative of

bondholders or creditors (a "Noteholder Representative") who shall be entitled to

make demands under the Guarantees on behalf of holders of Funding Instruments

and enforce the claims of holders of Funding Instruments so as to facilitate the

management of making demands on the Guarantees. The detailed terms and

conditions of each issue of Funding Instruments and the Guarantees relating thereto

shall be agreed by EFSF, subject to the approval of the Guarantors, and shall be as

described in the relevant Offering Materials (as defined in Article 4(1) applicable

thereto) and applicable contractual documentation.

(5) A Guarantor shall only be required to issue a Guarantee in accordance with

this Agreement if

(a) it is issued in respect of Funding Instruments issued or entered into under an

EFSF Programme or on a stand-alone basis and such Funding Instruments finance

the making of Loan(s) approved in accordance with the terms of this Agreement and

the Articles of Association of EFSF or it is issued for such other closely-linked

purpose as are approved under Article 2(3);

(b) the Guarantee is issued to facilitate the financing under Loan Facility

Agreements entered into on or prior to 30 June 2013 (including the financing of

Loans made pursuant to an existing Loan Facility Agreement after such date and any

related issue of bonds or debt securities related thereto) and the Guarantee is in any

event issued on or before 30 June 2013;

(c) the Guarantee is in the form approved by euro-area Member States for the

purpose of this Agreement and the EFSF Programme;

(d) the liability of the Guarantor under such Guarantee is for a maximum

amount which complies with the terms of Article 2(3); and

(e) it is denominated in euros or such other currency as is approved by the

Guarantors for the purpose of this Agreement.

(6) The Guarantee Commitment of each Guarantor to provide Guarantees is

irrevocable and firm and binding. Each Guarantor will be required, subject to the

terms of this Agreement, to issue Guarantees up to its Guarantee Commitment for

the amounts to be determined by EFSF and at the dates specified by EFSF in order to

facilitate the issuance or entry into of Funding Instruments under the relevant EFSF

Programme or stand-alone Funding Instrument in each case in accordance with the

EFSF funding strategy.

(7) If a euro-area Member State encounters financial difficulties such that it

makes a demand for a stability support loan from EFSF, it may by written notice

together with supporting information satisfactory to the other Guarantors request the

other Guarantors (with a copy to the Commission, the Eurogroup Working Group

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

Chairman) to accept that the Guarantor in question does not participate in issuing a

Guarantee in respect of any further debt issuance by EFSF. The decision of the euro-

area Member States in relation to such a request is to be made at the latest when they

decide upon making any further Loan Facility Agreements or further Loans.

(8) An up-front service fee (the "Service Fee") calculated as being 50 basis

points on the aggregate principal amount of each Loan shall be charged to each

Borrower and deducted from the cash amount to be remitted to the Borrower in

respect of each such Loan. In addition, the net present value (calculated on the basis

of the internal rate of return of the Funding Instruments financing such Loan (or

such other blended internal rate of return as is deemed appropriate in case of a

Diversified Funding Strategy), the "Discount Rate") of the anticipated Margin that

would accrue on each Loan to its scheduled maturity date shall be deducted from the

cash amount to be remitted to the Borrower in respect of such Loan. The Service Fee

and the net present value of the anticipated Margin, together with such other

amounts as EFSF decides to retain as an additional cash buffer, will be deducted

from the cash amount remitted to Borrower in respect of each Loan (such that on the

disbursement date (the "Disbursement Date") the Borrower receives the net amount

(the "Net Disbursement Amount")) but shall not reduce the principal amount of

such Loan that the Borrower is liable to repay and on which interest accrues under

the relevant Loan. These retained amounts shall be retained to provide a cash reserve

to be used as credit enhancement and otherwise as described in Article 5 below. The

"Cash Reserve" shall include these retained amounts together with all income and

investments earned by investment of these amounts. The Cash Reserve shall be

invested in accordance with investment guidelines approved by the board of

directors of EFSF.

(9) If, following the repayment of all Loans made under Loan Facility

Agreements and all Funding Instruments issued by or entered into by EFSF, there

remain amounts in the Cash Reserve (including amounts representing interest or

investment income earned by investment of the Cash Reserve), these amounts shall

be paid to the Guarantors as consideration for the issuance of their Guarantees. EFSF

shall maintain ledger accounts and other records of the amounts of Service Fee and

anticipated Margin retained in respect of each Loan Facility Agreement and the

amount of all Guarantees issued by each Guarantor pursuant to this Agreement.

These ledger accounts and records shall permit EFSF to calculate the consideration

due to each Guarantor in respect of the Guarantees issued under this Agreement

which shall be payable on a pro rata proportional basis to each Guarantor by

reference to its participation in all the Guarantees issued under this Agreement.

(10) Euro-area Member States which are potential Borrowers may only request

and enter into Loan Facility Agreements in the period commencing on the date this

Agreement enters into force and ending on 30 June 2013 (provided that Loans may

be disbursed after this date under Loan Facility Agreements entered into prior to this

date).

(11) Following the execution of this Agreement, the Parties shall agree upon

forms of (i) the Guarantees, (ii) the Loan Facility Agreements, (iii) the

documentation for the Funding Instruments, (iv) the arrangements in respect of the

appointment of Noteholder Representatives, (v) the dealer and subscription

agreements for Funding Instruments and (vi) any agency or service level agreement

with EIB or any other agency, institution or person.

3. PREPARATION

AND

AUTHORISATION

OF

LOAN

DISBURSEMENTS

(1)

Before each disbursement of a Loan under a Loan Facility Agreement, the

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THE EUROPEAN FINANCIAL STABILITY FACILITY

Commission will, in liaison with the ECB, present a report to the Eurogroup

Working Group analysing compliance by the relevant Borrower with the terms and

the conditions set out in the MoU and in the Council Decision (if any) relating to it.

The Guarantors will evaluate such compliance and will unanimously decide on

whether to permit disbursement of the relevant Loan. The first Loan to be made

available to a Borrower under a Loan Facility Agreement is released following the

initial signature of the relevant MoU and will not be the object of such a report.

(2) Following a request for funds (a "Request for Funds") from a Borrower

complying with the terms of the relevant Loan Facility Agreement and requesting a

Loan thereunder, the Guarantors shall (other than in respect of the first Loan)

consider the report of the Commission regarding the Borrower’s compliance with the

MoU and the relevant Council decision (if any). If, acting unanimously, the

Guarantors consider that the Borrower has complied with the conditions to

drawdown under the Loan Facility Agreement and are satisfied with its compliance

with the terms and conditions of the MoU then the Eurogroup Working Group

Chairman shall request in writing EFSF to make a proposal of detailed terms of the

Loan it would recommend to make to the Borrower within the parameters of the

Loan Facility Agreement, the MoU, taking into account debt sustainability and the

market situation for bond issuance. The EFSF proposal shall specify the amount

which EFSF is authorised to make available by way of a Loan under the Loan

Facility Agreement and on what terms including as to the amount of the Loan, the

Net Disbursement Amount, the term, the redemption schedule and the interest rate

(including the Margin) in relation to such Loan. If the Eurogroup Working Group

accepts this proposal the Eurogroup Working Group Chairman shall request EFSF to

communicate an acceptance notice (an "Acceptance Notice") to the Borrower

confirming the terms of the Loan.

(3) At the latest following the signature of a Loan Facility Agreement, EFSF

shall commence the process for the issuance of or entry into Funding Instruments

under the EFSF Programme(s) or otherwise and, to the extent necessary, shall

request the Guarantors to issue Guarantees in accordance with Article 2 (above) such

that EFSF has sufficient funds when needed to make disbursements under the

relevant Loan.

(4) If applicable, and prior to the delivery of any Acceptance Notice, the

Eurogroup Working Group Chairman shall communicate to the Commission and

EFSF whether any Guarantor has notified it that the circumstances described in

Article 2(7) apply to it and the decision of the euro-area Member States relating

thereto. The Eurogroup Working Group Chairman shall communicate the decisions

of the Guarantors to EFSF, the Commission and the euro-area Member States at least

thirty (30) Business Days prior to the date of any related issue of or entry into

Funding Instruments.

(5) On the relevant Disbursement Date, EFSF shall make the relevant Loan

available to the Borrower by making available the Net Disbursement Amount

through the accounts of EFSF and the relevant Borrower opened for the purpose of

the Loan Facility Agreement with the ECB.

4. ISSUANCE OF OR ENTRY INTO FUNDING INSTRUMENTS

(1) In compliance with its funding strategy, EFSF may issue or enter into

Funding Instruments benefitting from the Guarantees on a stand-alone basis or shall

establish one or more EFSF Programme(s) for the purpose of issuing Funding

Instruments benefitting from Guarantees which shall finance the making of Loans in

accordance with the terms of this Agreement. EFSF may establish a base prospectus

(the "Base Prospectus") for each EFSF Programme with each individual issue of

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THE EUROPEAN FINANCIAL STABILITY FACILITY

Funding Instruments being issued pursuant to final terms ("Final Terms") setting

out the detailed financial terms of each issue. Alternatively, EFSF may establish

information memoranda (the "Information Memoranda") for the purpose of issuing

Funding Instruments (which would not be prospectuses for the purposes of the

Prospectus Directive 2003/71/EC). Any Base Prospectus, Final Terms, prospectus,

Information Memorandum or related materials relating to the placement or

syndication of Funding Instruments shall be referred to as "Offering Materials". It

shall also enter into relevant contractual documentation relating to such Funding

Instruments.

(2) EFSF shall devise standard terms and conditions for the Funding

Instruments issued or entered into by EFSF. These may include provisions for the

calling of Guarantees either by EFSF if it anticipates a shortfall prior to a scheduled

payment date or by the relevant Noteholder Representative (if EFSF has failed to

make a scheduled payment of interest or principal under a Funding Instrument when

due). The standard terms and conditions shall clarify that there is no acceleration of

Funding Instruments in the event that the Loan(s) financed by such Funding

Instruments are accelerated or pre-paid for whatever reason.

(3) In connection with the structuring and negotiation of Funding Instruments

on a stand-alone basis or under EFSF Programme(s) ESFS may

(a) appoint, liaise and negotiate with arranging banks, lead managers and

bookrunners;

(b) appoint, liaise and negotiate with rating agencies and rating agency advisers

and supply them with such data and documentation and make such presentations as

necessary to obtain requisite ratings;

(c) appoint, liaise and negotiate with paying agents, listing agents, Noteholder

Representative, lawyers and other professional advisers;

(d) appoint, liaise and negotiate with common depositaries and clearing systems

such as Euroclear and/or Clearstream for the settlement of Funding Instruments;

(e) attend investor presentations and road shows to assist in the placement or

syndication of Funding Instruments pursuant to the EFSF Programme(s);

(f) negotiate, execute and sign all legal documentation related to the Funding

Instruments and any EFSF Programme(s); and

(g) generally do such other things necessary for the successful structuring and

implementation of the EFSF Programme(s) and the issuance of or entry into Funding

Instruments.

(4) EFSF shall, subject to market conditions and the terms of this Article 4, fund

Loans by the issuance of or entry into Funding Instruments on a matched funding

basis such that the Funding Instruments financing a Loan have substantially the

same financial profile as to amount, time of issue, currency, repayment profile, final

maturity and interest basis, provided that, to the extent feasible, the scheduled

payment dates for Loans shall be at least fourteen (14) Business Days prior to the

scheduled payment dates under the related Funding Instruments to permit processing

of payments.

(5) If, due to market condition or the volume of Funding Instruments to be

issued or entered into by EFSF under the EFSF Programme(s) it is not practicable or

feasible to issue or enter into Funding Instruments on a strict matched-funding basis,

EFSF may request the Guarantors to permit EFSF certain flexibilities as to funding

such that its funding is not matched to the Loans it makes, in particular as to (a)

currency of Funding Instruments, (b) timing for the issue or entry into of Funding

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

Instruments, (c) interest rate bases and/or (d) maturity and repayment profile of the

Funding Instruments to be issued or entered into (including the possibility of issuing

short term debt instruments, commercial paper or other financing arrangements

supported by Guarantees) and (e) the possibility of prefunding of Loans under an

existing Loan Facility Agreement. The Guarantors, acting unanimously, may permit

EFSF to use a degree of funding flexibility and shall specify within which

parameters and limits EFSF may adopt a non-matched funding strategy (a

"Diversified Funding Strategy").

(6) Given that a Diversified Funding Strategy would require the management of

transformation and basis risks, in the event that a Diversified Funding Strategy is

authorised in relation to EFSF it may delegate the management of such funding

activities, related asset and liability management activities and the conclusion of any

related currency, interest rate or maturity mis-match hedging instruments to one or

more debt management agencies of euro-area Member State or such other agencies

or institutions as are approved unanimously by the Guarantors which shall be

entitled to be compensated at an arm’s length commercial rate for the provision of

such services which remuneration shall constitute an operating cost for EFSF.

In this Act, unless the context otherwise requires -

"the European Financial Stability Facility" means a corporate

structure in the form of a public limited liability company known as

a s o c i e t e ’ a n o n y m e , i n c o r p o r a t e d i n L u x e m b o u rg , w i t h i t s

registered office in Luxembourg-City and bearing registration

number R.C.S. Luxemburg B153.414;

"the European Financial Stability Facility Framework

Agreement" means the agreement entered into in Luxembourg on

the 7th June 2010, which is reproduced in the First Schedule,

between the Euro Area Member States and the European Financial

Stability Facility regarding the terms and conditions upon which

the European Financial Stability Facility may make loans to Euro

Area Member States who are in financial difficulties, finance such

loans backed up by guarantees issued by the other Euro Area

Member States, and other matters regulated therein, as amended by

the European Financial Stability Facility Framework Agreement

signed in Malta by the Minister of Finance on the 6th September,

2011, which Agreement is reproduced in the Second Schedule.

Both agreements being reproduced in the English language;

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

Constitution of Malta;

"Member States" means the Euro Area Member States of the

European Union.

Added by

XVIII. 2011.4.

European Financial Stability Facility Framework

Agreement signed in Malta by the Minister of Finance

on the 6th September, 2011

AMENDMENT TO THE EFSF FRAMEWORK AGREEMENT

Between

KINGDOM OF BELGIUM

FEDERAL REPUBLIC OF GERMANY

REPUBLIC OF ESTONIA

IRELAND

HELLENIC REPUBLIC

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

SLOVAK REPUBLIC

REPUBLIC OF FINLAND

AND

EUROPEAN FINANCIAL STABILITY FACILITY

THIS AMENDMENT (the "Amendment") TO THE EFSF FRAMEWORK

AGREEMENT

is made by and between

(A) Kingdom of Belgium, Federal Republic of Germany, Republic of Estonia,

Ireland, Hellenic Republic, 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,

Slovak Republic and Republic of Finland (the "euro-area Member States" or

"EFSF Shareholders"); and

(B) European Financial Stability Facility ("EFSF"), a société anonyme

incorporated in Luxembourg, with its registered office at 43, avenue John F

Kennedy, L-1855 Luxembourg (R.C.S. Luxembourg B153.414) (the euro-area

Member States and EFSF referred to hereafter as the "Parties").

PREAMBLE

Whereas

(1) The euro-area Member States and EFSF have entered into a framework

agreement to set out the terms and conditions upon which EFSF may make Loans to

euro-area Member States, finance such Loans by issuing or entering into Funding

Instruments backed by Guarantees issued by the Guarantors, the terms and

conditions on which the Guarantors shall issue Guarantees in respect of the Funding

Instruments issued by or entered into by EFSF, the arrangements entered into

between them in the event that a Guarantor is required to pay under a Guarantee

more than its required proportion of liabilities in respect of a Funding Instrument

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

and certain other matters relating to EFSF (hereinafter referred t o as the

"Framework Agreement").

(2) The euro-area Member States have by a unanimous decision on 11 March

2011 decided that EFSF may provide stability support to euro-area Member States

by arranging for the purchase of bonds of such euro-area Member States on the

primary market as financial assistance.

(3) In accordance with Article 13(8) of the Framework Agreement, the Republic

of Estonia shall become a party to the Framework Agreement with effect from the

Effective Date of the Amendments (as defined in Article 3(1) of this Amendment) by

adhering to the Framework Agreement and entering into this Amendment.

(4) In a statement dated 21 July 2011 the Heads of State or Government of the

euro area and EU institutions stated their intention to improve the effectiveness of

EFSF and address contagion and that they had agreed to increase the flexibility of

EFSF linked to appropriate conditionality. As a consequence, whilst originally

financial assistance was provided solely by way of loan facility agreements,

financial assistance may now be granted in the form of financial assistance facility

agreements ("Financial Assistance Facility Agreements", each a "Financial

Assistance Facility Agreement") to provide financial assistance by way of loan

disbursements, precautionary facilities, facilities to finance the recapitalisation of

financial institutions in a euro-area Member State (through loans to the governments

of such Member States including in non-programme countries), facilities for the

purchase of bonds in the secondary markets on the basis of an ECB analysis

recognizing the existence of exceptional financial market circumstances and risks to

financial stability or facilities for the purchase of bonds in the primary market (each

such utilization of a Financial Assistance Facility Agreement being a "Financial

Assistance") with the Financial Assistance to be made under all Financial

Assistance Facility Agreements being financed with the benefit of guarantees in an

amount of up to EUR 779,783.14 million to be used within a limited period of time.

This is intended to result in an effective capacity for EFSF to provide Financial

Assistance of EUR 440,000 million.

(5) The euro-area Member States and EFSF have agreed that the Framework

Agreement shall be amended on the terms set out in this Amendment and that such

a m e n d m e n t s s h a l l t a k e e ff e c t p r o s p e c t i v e l y o n t h e E ff e c t i v e D a t e o f t h e

Amendments (as defined in Article 3(1) of this Amendment).

Now, therefore, the Parties have agreed as follows

1. AMENDMENTS TO THE FRAMEWORK AGREEMENT

With effect from the Effective Date of the Amendments (as defined below), the

Framework Agreement shall be amended as follows

(1) The Republic of Estonia shall be listed in the list of euro-area Member

States set out on the cover page and in paragraph (A) of the list of parties to the

Framework Agreement and the Hellenic Republic shall be moved in the list of

parties and signature pages to be listed after Ireland.

(2) In paragraph (B) of the list of parties the registered address of EFSF will be

replaced as "43, avenue John F. Kennedy, L-1855, Luxembourg".

(3) Paragraph (1) of the preamble of the Framework Agreement shall be

amended as follows

(a) the words "euro-area" shall be added after the words "beyond such";

(b) the words "with the aim of safeguarding the financial stability of the

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euro area as a whole and of its Member States" shall be added at the end

of the first sentence;

(c) the words "on 8 May 2010 or on such other terms as may be agreed" are

added after "the Hellenic Republic".

(4) Paragraph (2) of the preamble of the Framework Agreement shall be deleted

and replaced by the following paragraphs (2) and (2)(a)

"EFSF has been incorporated on 7 June 2010 for the purpose of making

stability support to euro-area Member States. In a statement dated 21

July 2011 the Heads of State or Government of the euro area and EU

institutions stated their intention to improve the effectiveness of EFSF

and address contagion and they had agreed to increase the flexibility of

EFSF linked to appropriate conditionality. As a consequence, whilst

originally financial assistance was provided solely by way of loan

facility agreements, financial assistance may now be granted in the form

of financial assistance facility agreements ("Financial Assistance

Facility Agreements", each a "Financial Assistance Facility

Agreement") to provide financial assistance by way of loan

disbursements, precautionary facilities, facilities to finance the

recapitalisation of financial institutions in a euro-area Member State

(through loans to the governments of such Member States including in

non-programme countries), facilities for the purchase of bonds in the

secondary markets on the basis of an ECB analysis recognizing the

existence of exceptional financial market circumstances and risks to

financial stability or facilities for the purchase of bonds in the primary

market (each such utilization of a Financial Assistance Facility

Agreement being a "Financial Assistance") with the Financial

Assistance to be made under all Financial Assistance Facility

Agreements being financed with the benefit of guarantees in an amount

of up to EUR 779,783.14 million to be used within a limited period of

time. This is intended to result in an effective capacity for EFSF to

provide Financial Assistance of EUR 440,000 million. The availability

of such Financial Assistance Facility Agreements will be conditional

upon the relevant euro-area Member States which request such

Financial Assistance Facility Agreements entering into memoranda of

understanding (each an "MoU") with the European Commission, acting

on behalf of the euro-area Member States, including conditions such as

budgetary discipline and economic policy guidelines and their

compliance with the terms of such MoU. With respect to each Financial

Assistance Facility Agreement, the relevant beneficiary euro-area

Member State shall be referred to as the "Beneficiary Member State".

If Financial Assistance is in the form of facilities for the purchase of

bonds in the primary or secondary market, the nature and terms,

including as to pricing, policy conditionality, conditions to utilization

and documentation of such arrangements shall be in accordance with

guidelines adopted by the board of directors of EFSF acting

unanimously pursuant to Article 2(1)(b). Similarly, if Financial

Assistance is in the form of precautionary facilities and facilities to

finance the recapitalisation of financial institutions of a euro-area

Member State, the board of directors of EFSF acting unanimously shall

adopt guidelines under Article 2(1)(c) in relation to such arrangements.

The terms of an MoU shall impose appropriate policy conditionality for

the full duration of a Financial Assistance Facility Agreement and not

just limited to the period in which Financial Assistance is made

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available. The conditions attached to the provision of Financial

Assistance by EFSF as well as the rules which apply to monitoring

compliance must be fully consistent with the Treaty on the Functioning

of the European Union and the acts of EU law.

(2) (a) On 20 June 2011, euro area Finance Ministers agreed that the pricing

structure for EFSF loan facility agreements should be as follows

"(a) EFSF Cost of Funding; plus

(b) the Margin.

The margin shall be equal to 200 basis points with such Margin being

increased to 300 basis points in respect of any Loan which remains

outstanding after the third anniversary of the date of disbursement.

In respect of fixed rated Loans with a scheduled maturity which exceeds

three (3) years, the Margin shall be equal to the weighted average of 200

basis points for the first three (3) years and 300 basis points for the

period from (and including) the third anniversary of its drawdown and

ending on (but excluding) the scheduled maturity date of such Loan."

Subsequently, on 21 July 2011, Heads of State or Government of the euro-area

"We have decided to lengthen the maturity of future EFSF loans to

Greece to the maximum extent possible from the current 7.5 years to a

minimum of 15 years and up to 30 years with a grace period of 10 years.

In this context, we will ensure adequate post programme monitoring.

We will provide EFSF loans at lending rates equivalent to those of the

Balance of Payments facility (currently approx. 3.5%), close to, without

going below, the EFSF funding cost. We also decided to extend

substantially the maturities of the existing Greek facility. This will be

accompanied by a mechanism which ensures appropriate incentives to

implement the programme."

They also stated

"The EFSF lending rates and maturities we agreed upon for Greece will

be applied also for Portugal and Ireland." "

(5) Paragraph (3) of the preamble of the Framework Agreement shall be

amended by adding the words "European Union" after the words "the 27".

(6) Paragraph (4) of the preamble of the Framework Agreement shall be

amended as follows

(a) the words "such loans" in the first line shall be replaced by the term

"Financial Assistance"; and

(b) the words "It is not anticipated that a request under Article 2(7) of this

Agreement would be made by a euro-area Member State which has

requested Financial Assistance in the form of a precautionary facility, so

long as such facility is not drawn or utilised, a facility to finance the

recapitalisation of financial institutions in such Member State by way of

a loan made to such Member State or a facility for the purchase of bonds

of such Member State in the secondary market." shall be added at end of

the paragraph.

(7) Paragraph (6) of the preamble to the Framework Agreement shall be

amended as follows

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

(a) the words "enter into Financial Assistance Facility Agreements" shall

be added after the words "the terms and conditions upon which EFSF

may";

(b) in line three the word "Loans" is replaced by the words "Financial

Assistance available";

(c) after the words "finance such", the word "Loans" is deleted and replaced

by "Financial Assistance".

(8) The Title of Article 2 shall be deleted and replaced by the words "Financial

Assistance Facility Agreements, Grant of Financial Assistance, Funding Instruments

and issuance of Guarantees".

(9)

Article 2(1) shall be amended by

(a) adding "(a)" after "2(1)";

(b) in sub-paragraph (a), the words "stability support loan" falling after the

words "made by a euro-area Member State to the other euro-area

Member States for a" and prior to the words "(i) the Commission" shall

be deleted and replaced by "Financial Assistance Facility Agreement";

(c) in sub-paragraph (a) the reference to "Article 136" shall be replaced by

a reference to "Article 136(1)";

(d) in sub-paragraph (a), each occurrence of the words "Loan Facility

Agreement" or "Loan Facility Agreements" shall be replaced by the

words "Financial Assistance Facility Agreement" or "Financial

Assistance Facility Agreements", and each occurrence of the word

"Borrower" shall be replaced by the term "Beneficiary Member State";

(e) in sub-paragraph (a), the words "(each adapted to the particular form of

financial assistance being provided to the relevant euro-area Member

State)" shall be added after the words "shall be substantially in the form

of template Financial Assistance Facility Agreements" and the word "a"

prior to the word "template" shall be deleted and prior to the words

"which shall be approved by the euro-area Member State for the purpose

of this Agreement and the financial parameters of such";

(f) in sub paragraph (a) the word "available" shall be added after the phrase

"The terms of Article 3(2) set out the basis upon which decisions shall

be made in relation to Financial Assistance to be made";

(g) in sub-paragraph (a), the words "subject to any other procedures which

may be adopted pursuant to guidelines adopted by the board of directors

of EFSF pursuant to Articles 2(1)(b) or 2(1)(c)" shall be added after the

words "The terms of Article 3(2) set out the basis upon which decisions

shall be made in relation to Financial Assistance to be made under an

existing Financial Assistance Facility Agreement" and prior to the full

stop;

(h) adding a sub-paragraph (b) as follows: "(b) Financial Assistance to a

euro-area Member State may consist of facilities for the purchase of

bonds in the secondary market to avoid contagion, on the basis of an

ECB analysis recognising the existence of exceptional financial market

circumstances and risks to financial stability or by way of facilities for

the purchase of bonds in the primary market. The nature and terms,

including as to pricing, conditions to and procedures for disbursement

or utilisation, administration, documentation and monitoring of

compliance with policy conditionality of such arrangements shall be in

accordance with guidelines adopted by the board of directors of EFSF

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THE EUROPEAN FINANCIAL STABILITY FACILITY

acting with unanimity. Bonds purchased by EFSF in the primary or

secondary markets can either be held to maturity or sold in accordance

with the applicable guidelines";

(i)

adding a sub-paragraph (c) as follows: "To improve the effectiveness of

EFSF and address contagion, Financial Assistance Facility Agreements

to a euro-area Member State may consist of precautionary facilities or

facilities to finance the re-capitalisation of financial institutions in a

euro-area Member State by way of a loan to the government of such

Member State (whether or not it is a programme country). If a Financial

Assistance Facility Agreement covers such Financial Assistance, the

nature and terms of such agreement, including as to pricing, conditions

to and procedures for disbursement or utilisation, compliance with

policy conditionality, administration, documentation and monitoring of

compliance with policy conditionality shall be in accordance with

guidelines to be adopted by the board of directors of EFSF acting with

unanimity."

(10) Article 2(2) shall be amended as follows

(a) the words "Loan Facility Agreement" falling after the words "In respect

of each" and prior to the words "and the Loans to be made thereunder,

the euro-area Member States agree that EFSF" shall be deleted and

replaced by "Financial Assistance Facility Agreement";

(b) the words "Loans to Borrowers" shall be deleted and replaced by the

words "Financial Assistance to Beneficiary Member States";

(c) the word "Loans" which appears after the words "substantially the same

financial profile as the related and after the phrase "the amounts it

recovers in respect of" and the word "Loan" after the phrase "the

interest rate which will apply to each" shall all be replaced by the term

"Financial Assistance";

(d) the third sentence shall be deleted and replaced by the following

sentence

"The pricing which will apply to each Loan is intended to cover

the cost of funding and operations incurred by EFSF and shall

include a margin (the "Margin").";

(e) the following sentences shall be added as fourth and fifth sentences

prior to the words "The Service Fee"

"This shall provide remuneration for the Guarantors and shall be

specified in the relevant Financial Assistance Facility Agreement.

The EFSF shall review periodically the pricing structure

applicable to its Financial Assistance Facility Agreements and

any changes thereto shall be agreed by the Guarantors acting

unanimously in accordance with Article 10(5)."

(f) in the final sentence, the words "retained in respect of Financial

Assistance disbursed prior to the Effective Date of the Amendments"

shall be added after the words "The Service Fee";

(g) in the final sentence, the word "Borrower" shall be replaced by

"Borrower Member State".

(11) In Article 2(3)

(a) after the words "the percentage set out next to each Guarantor’s name in

the third column (the "Contribution Key") in Annex 2", a footnote is

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added drafted as follows "In respect of Funding Instruments issued or

entered into prior to the Effective Date of the Amendments the

Contribution Key and Adjusted Contribution Key Percentage shall be

determined by the terms of this Agreement (including Annex 2) prior to

the amendments.";

(b)

in item (b), "120%" shall be replaced by "up to 165% (the "Over-

Guarantee Percentage") in respect of Funding Instruments issued or

entered into after the Effective Date of the Amendments";

(c)

in item (b), a footnote shall be added after "(b)" drafted as follows "The

percentage of 120% shall continue to apply to Funding Instruments

issued or entered into prior to the Effective Date of the Amendments.";

(d)

after the words "No Guarantor shall be required to issue Guarantees

which would result in it", the words "having a Guarantee Exposure in

excess of its aggregate guarantee commitment (its "Guarantee

Commitment") set out alongside its name in Annex 1 or" shall be

deleted and shall be replaced by the words "having a Guarantee

Notional Exposure in excess of its guarantee commitment

("Guaranteed Commitment") set alongside its name in Annex 1. For

the purposes of this Agreement, a Guarantor’s "Guarantee Notional

Exposure" is equal to the aggregate of: (i) the principal amount of

Funding Instruments issued or entered into (including Funding

Instruments issued or entered into pursuant to any Diversified Funding

Strategy approved pursuant to Article 4(5), and other principal amounts

guaranteed under Guarantees issued for other purposes pursuant to

Article 2(3)) which benefit from Guarantees issued under this

Agreement and which remain outstanding; and (ii) without double

counting, the aggregate amounts paid by the Guarantors following

demands made under Guarantees issued under this Agreement which

paid amounts have not been reimbursed to the Guarantors.";

(e)

in the final paragraph, the words "Guarantor's Guarantee Exposure"

shall be replaced by the words "Guarantor's Guarantee Notional

Exposure"; and

(f)

a new paragraph is added after the final paragraph, drafted as follows "It

is acknowledged and agreed that the amendments to this Article 2(3)

apply to Funding Instruments issued or entered into on or after the

Effective Date of the Amendments. These amendments do not in any

respect affect or reduce the liability of Guarantors (including any

Guarantors which became Stepping-Out Guarantors) under Guarantees

which guarantee Funding Instruments issued or entered into prior to the

Effective Date of the Amendments in respect of which the Contribution

Key and Adjusted Contribution Key Percentage and Guarantee

Commitment of each Guarantor is that which applied on the date of

issue of or entry into the relevant Funding Instrument.".

(12) In Article 2(5)(a), the term "Loan(s)" shall be replaced by the term

"Financial Assistance".

(13) In Article 2(5)(b), each occurrence of the words "Loan Facility Agreement"

shall be replaced by the following words "Financial Assistance Facility Agreement".

(14) In Article 2(5)(d), after the phrase "the liability of the Guarantor under such

Guarantee", the following words are added "gives rise to a Guarantee Notional

Exposure" and the words "is for a maximum amount" are deleted.

(15) Article 2(7) shall be amended as follows

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(a) the words "stability support" falling after the words "If a euro-area

Member State encounters financial difficulties such that it makes a

demand for a" and prior to the words "loan from EFSF," shall be deleted

and replaced by the following: "Financial Assistance Facility

Agreement";

(b) the words "or incurring new liabilities as a Guarantor" shall be added

after the words "to accept that the Guarantor in question does not

participate in issuing a Guarantee"; and

(c) the words "Loan Facility Agreements or further Loans" falling after the

words "The decision of the euro-area Member States in relation to such

a request is to be made at the latest when they decide upon making any

further" shall be deleted and replaced by the following: "Financial

Assistance Facility Agreements or make available further Financial

Assistance".

(16) Article 2(8) shall be amended by

(a) adding the words "In respect of Financial Assistance disbursed prior to

the Effective Date of the Amendments," prior to the words "an upfront

service fee (the "Service Fee") calculated as being";

(b) each occurrence of the word "Borrower" shall be replaced by "Borrower

Member State" and each occurrence of the word "Loan" shall be

replaced by the term "Financial Assistance";

(c) adding the words "(the "Prepaid Margin")" after the words "of the

anticipated Margin that would accrue on each Financial Assistance to its

scheduled maturity date" and before the words "shall be deducted from

the cash amount to be remitted to the Borrower";

(d) replacing the words "net present value of the anticipated" with the word

"Prepaid"; and

(e) adding the phrase "the amounts credited to the Cash Reserve under

Article 2(9)" after the phrase "The "Cash Reserve" shall include these

retained amounts".

(17) A new Article 2(9) shall be added after Article 2(8) (the "New Article

2(9)"), and the previous Article 2(9) shall become the new Article 2(10) (the "New

Article 2(10)"). The New Article 2(9) shall be drafted as follows

"In respect of Financial Assistance disbursed after the Effective Date of

the Amendments, if on the date of disbursement of such Financial

Assistance, the Notes issued to finance such Loan obtain the highest

credit ratings (without any additional credit enhancement), then, unless

otherwise agreed

(a) subject to Article 2(9)(c), the Margin shall be payable on such

Financial Assistance in arrear at the end of each interest period;

(b) an amount calculated as being 50 basis points on the aggregate

principal amount of each Financial Assistance shall be charged to

the Borrower as an advance payment of a portion of the Margin

on such Financial Assistance (the "Advance Margin") and shall

be deducted from the cash amount to be remitted to the

Beneficiary Member State in respect of such Financial

Assistance;

(c) on the first (and/or subsequent) interest payment date(s) of a

Financial Assistance the amount payable in respect of Margin

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shall be reduced by an amount equal to the Advance Margin and

the interest cost related to the funding of the Advance Margin;

and

(d) the only deduction from the cash amount of the Financial

Assistance shall be the amount of the Advance Margin and any

fees and costs incurred in connection with the issue of Funding

Instruments to finance such Financial Assistance and any

adjustment for Funding Instruments being issued for an issue

Disbursement Amount shall be equal to the principal amount of

the Financial Assistance less (i) the amount of Advance Margin

and (ii) the Issuance Costs.

The deduction of an amount equal to the Issuance Costs and the

amount of Advance Margin shall not reduce the principal amount

of a Financial Assistance that the Borrower is liable to repay and

on which interest accrues.

Advance Margin and Margin amounts retained or received in

respect of a Financial Assistance shall be credited to the Cash

Reserve.

If, on the date of disbursement of a Financial Assistance, the

Notes issued to finance such Loan would not obtain the highest

quality credit ratings (without any additional credit

enhancement), then the euro-area Member States may adopt

additional credit enhancement mechanisms under Article 5(3) of

this Agreement and make consequent modifications to the

relevant Financial Assistance Facility Agreement.".

(18) The New Article 2(10) shall be amended by

(a) replacing each occurrence of the words "Loan Facility Agreement" by

the following words "Financial Assistance Facility Agreement" and

each reference to the term "Loans" by "Financial Assistance";

(b) adding the phrase "then, unless otherwise agreed" prior to the phrase

"these amounts shall be paid to the Guarantors as consideration for the

issuance of their Guarantees"; and

(c) adding after the words "anticipated Margin retained in respect of each

Loan Facility Agreement" the words "and the amounts credited to the

Cash Reserve under Article 2(9) and the".

(19) In Article 2(11), each occurrence of the words "Loan Facility Agreement"

shall be replaced by the following words "Financial Assistance Facility Agreement",

the word "Loan" shall be replaced by the term "Financial Assistance" and the word

"Borrower" by "Beneficiary Member State".

(20) In Article 2(12), the words "Loan Facility Agreement" falling after the

words "(i) the Guarantees, (ii) the" and prior to the words ", (iii) the documentation

for the Funding Instruments" shall be deleted and replaced by the following

"Financial Assistance Facility Agreements (adapted as appropriate pursuant to

guidelines adopted by the board of directors of EFSF under Articles 2(1)(b) or

(21) The word "Loan" shall be deleted from the title to Article 3.

(22) Article 3(1) shall be amended as follows

(a) the words "Loan Facility Agreement" falling after the words "Before

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each disbursement of a Loan under a" and prior to the words "the

Commission will, in liaison with the ECB," shall be deleted and

replaced by the following

"Financial Assistance Facility Agreement, unless otherwise

agreed or unless otherwise specified in guidelines adopted by the

board of directors of EFSF pursuant to Articles 2(1)(b) or 2(1)(c)

and applicable to the relevant category of Financial Assistance

Facility Agreement";

(b)

in the third sentence, the words "Loan Facility Agreement" falling after

the words "The first Loan to be made available to a Borrower under a"

shall be replaced by the following words "Financial Assistance Facility

Agreement";

(c)

each occurrence of the word "Borrower" shall be replaced by

"Beneficiary Member State" and the word "Loan" replaced by

"Financial Assistance";

(d)

in the third sentence, the word "is" falling after the words "Loan

Facility Agreement" and prior to the words "released following the

initial signature" shall be replaced by the words "shall be";

(e)

in the third sentence, the words "or utilised" shall be added after the

word "released"; and

(f)

a last sentence shall be added as follows: "The board of directors of

EFSF shall adopt guidelines under Article 2(1)(b) and 2(1)(c) regarding

the conditions to and procedures for the disbursement and on-going

monitoring of compliance with policy conditionality of Financial

Assistance in the form of precautionary facilities, facilities for the re-

capitalisation of financial institutions in a Member State and facilities

for the purchase of bonds in the primary or secondary markets.".

(23) Article 3(2) shall be amended as follows

(a) the first word "Following" shall be deleted;

(b) the words "Unless otherwise specified in the relevant Financial

Assistance Facility Agreement (in accordance with guidelines adopted

by the board of directors of EFSF under Articles 2(1)(b) or 2(1)(c) and

applicable to the relevant category of Financial Assistance Facility

Agreement)," shall be added in the first sentence prior to the words

"following a request for";

(c) the words "funds (a "Request for Funds")" shall be replaced by

"financial assistance (a "Request for Financial Assistance")";

(d) the words "and requesting a Loan thereunder" shall be deleted; and

(e) each occurrence of the words "Loan Facility Agreement" shall be

replaced by the following words "Financial Assistance Facility

Agreement" each occurrence of the word "Loan" shall be replaced by

"Financial Assistance" and the word "Borrower" by the term

"Beneficiary Member State".

(24) Article 3(3) shall be amended as follows

(a) the words "Loan Facility Agreement" shall be replaced by the following

words "Financial Assistance Facility Agreement"; and

(b) the word "Loan" falling prior to the full stop shall be replaced by the

words "Financial Assistance".

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(25) Article 3(5) shall be amended as follows

(a) the words "unless otherwise specified in the relevant Financial

Assistance Facility Agreement (in accordance with guidelines adopted

by the board of directors of EFSF under Articles 2(i)(b) or 2(i)(c) and

applicable to the relevant category of Financial Assistance Facility

Agreement)" shall be added after the words "On the relevant

Disbursement Date," and prior to the words "EFSF shall make the

relevant Loan available to the Beneficiary Member State": and

(b) the words "Loan Facility Agreement" shall be replaced by the following

words "Financial Assistance Facility Agreement", the word "Loan" by

"Financial Assistance" and the word "Borrower" by "Beneficiary

Member State".

(26) In Article 4(1) the words "(including the Over-Guarantee Percentage

applicable to such issue of Funding Instruments)" shall be added after the words

"setting out the detailed financial terms of each issue" and the term "Loans" shall be

replaced by "Financial Assistance".

(27) In Article 4(2) the term "Loan(s)" shall be replaced by "Financial

Assistance".

(28) In Article 4(3) the term "ESFS" shall be replaced by "EFSF" and the term

"bookrunners" by "book-runners".

(29) In Articles 4(4) and 4(5) the terms "Loans" shall be replaced by the words

"Financial Assistance" and in Article 4(5), the words "under an existing Loan

Facility Agreement" shall be replaced by the following words "under Financial

Assistance Facility Agreements".

(30) In Article 5(1)(a), the term "120%" shall be deleted and replaced with "an

Over-Guarantee Percentage of up to 165% (as required to ensure the highest credit-

worthiness for Funding Instruments issued or entered into by EFSF on the date of

issue) in respect of Funding Instruments issued or entered into after the Effective

Date of the Amendments".

(31) Article 5(1)(b) shall be amended by

(a) adding the words "(retained in respect of Financial Assistance disbursed

prior to the Effective Date of the Amendments)" after the words "the

Cash Reserve" and prior to the words "shall act as a cash buffer",

(b) the word "Loans" be replaced by "Financial Assistance" and the word

"Borrowers" by "Beneficiary Member States"; and

(c) replacing the words "Article 2(9)" by the words "Article 2(10)".

(32) In the opening sentence of Article 5(2), the term "Borrower" shall be

replaced by "Beneficiary Member State" and the term "Loan" by "Financial

Assistance".

(33) In Article 5(2)(a), "120%" shall be replaced with "the applicable Over-

Guarantee Percentage".

(34) Article 5(2)(b) shall be amended by adding the words "(provided that EFSF

may not use any amounts credited to the Cash Reserve prior to the Effective Date of

the Amendments to cover shortfalls arising in respect of Financial Assistance

Facility Agreements entered into after such date)" after the words "an amount from

the Cash Reserve".

(35) Article 5(3) shall be amended by adding the phrase "and/or the adoption of

available credit enhancement mechanisms used by EFSF in relation to Financial

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Assistance disbursed prior to the Effective Date of the Amendments" in the final

(36) A new Article 5(7) shall be added after Article 5(6) as follows: "In respect

of Financial Assistance disbursed after the Effective Date of the Amendments

(a) the Beneficiary Member States shall cover Issuance Costs (as described

in Article 2(9));

(b) EFSF shall cover costs and expenses incurred in relation to a Financial

Assistance Facility Agreement out of the Cash Reserve; Provided that,

EFSF may not use any of the Cash Reserve established prior to the

Effective Date of the Amendments to cover costs or expenses incurred

in relation to Financial Assistance Facility Agreements entered into

after such date unless the Cash Reserve is no longer required to serve as

credit enhancement; and

(c) This Article 5(7) shall be without prejudice to any undertaking of the

Borrower under the Financial Assistance Facility Agreement to cover

costs and expenses of EFSF."

(37) A new Article 5(8) shall be added after the new Article 5(7) as follows

"The euro-area Member States may, by a decision made pursuant to

Article 10(6), agree that EFSF may use part of the sums credit to the

Cash Reserve under Article 2(9) to cover the general non-loan specific

operating expenses or exceptional costs of EFSF. Provided that, EFSF

may not release any Prepaid Margin which has been credited to the Cash

Reserve to constitute credit enhancement prior to the Effective Date of

the Amendments to cover such operating or exceptional costs so long as

such portion of the Cash Reserve is needed to constitute credit

enhancement."

(38) A new Article 5(9) shall be added "It is acknowledged and agreed that the

provisions of Article 5(7) and 5(8) are without prejudice to the general budgetary

procedures of EFSF."

(39) Article 6(1) shall be amended by replacing the term "Loan" by "Financial

Assistance".

(40) Article 6(4) shall be amended by replacing the words "under a Loan" by the

phrase "in respect of a Financial Assistance".

(41) In Articles 6(7), 6(8) and 6(9) the words "Borrower" and "Borrowers" shall

be replaced respectively by "Beneficiary Member State" or "Beneficiary Member

(42) In Articles 6(7) and 6(8) the terms "Loan" and "Loans" shall be replaced by

the term "Financial Assistance".

(43) In Article 6(7) the words "or otherwise recovered by EFSF" shall be added

after the words "actually received from the underlying Beneficiary Member States".

(44) Article 7(1) shall be amended by adding the words "as it applies to the

relevant guaranteed obligation of EFSF. For the avoidance of doubt, in respect of the

Republic of Estonia, it is only required to make or to receive contributions under this

Article 7 in respect of Funding Instruments issued or entered into after the Effective

Date of the Amendments." after the words "The "Required Proportion" is equal to

the Adjusted Contribution Key Percentage applicable to the relevant Guarantee" and

prior to the words "Any indemnity or contribution payment from one Guarantor to

PARTICIPATION AND GUARANTEES UNDER

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(45) Article 7(3)(v) shall be amended by replacing the words "Loan Facility

Agreement" by the following words "Financial Assistance Facility Agreement" and

replacing the word "Loan" by "Financial Assistance".

(46) Article 8(1) shall be amended by replacing each occurrence of the words

"Loan Facility Agreement" by the following words "Financial Assistance Facility

Agreement", replacing the word "Loan" by "Financial Assistance" and replacing the

word "Borrower" by "Beneficiary Member State".

(47) Article 8(2) shall be amended by

(a) adding the words "or incur any new liabilities as Guarantor" after the

words "the Stepping-Out Guarantor shall not be required to issue its

Guarantee";

(b) adding the words "or any new liabilities to be incurred as Guarantor"

after the words "and any further Guarantees to be issued under this

Agreement";

(c) adding the words "and/or incurred" after the words "shall be issued" and

prior to the words "by the remaining Guarantors";

(d) adding the words "or incurrence of any new liabilities as Guarantor"

after the words "and the Adjusted Contribution Key Percentage for the

issuance of further Guarantees"; and

(e) adding the words "Ireland became a Stepping-Out Guarantor with effect

from 3 December 2010 and Portugal, with effect from 16 May 2011"

after the words "Stepping-Out Guarantor with effect from the entry into

force of this Agreement".

(48) In Article 9

(a) the Title of Article 9 shall be amended by replacing the words "Loan

Facility Agreement" by the words "Financial Assistance Facility

Agreement"; and

(b) each occurrence of the words "Loan Facility Agreement" shall be

replaced by the following words "Financial Assistance Facility

Agreement", each occurrence of the word "Loan" by "Financial

Assistance" and each occurrence of the word "Borrower" by

"Beneficiary Member State".

(49) Article 10(5) shall be amended by

(a) replacing each occurrence of the words "Loan Facility Agreement" by

the following words "Financial Assistance Facility Agreement" and

each occurrence of the word "Loan" by "Financial Assistance";

(b) in sub-paragraph (a), adding the words ", any decisions to change the

pricing structure applicable to Financial Assistance Facility

Agreements, and any decisions to include in a Financial Assistance

Facility Agreement the faculty of providing Financial Assistance by

way of the purchase of bonds in the primary markets or the purchase of

bonds in the secondary markets based on an ECB analysis recognising

the existence of exceptional financial market circumstance and risk to

financial stability";

(c) in sub-paragraph (b), deleting the words "on the basis of a report of the

Commission" and by adding the sentence "For secondary market

purchases, the Financial Assistance Facility Agreement for the purchase

of bonds in the secondary market adopted on the basis of Article

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10(5)(a) may provide for alternative procedures for the technical

implementation of individual bond purchases under such Financial

Assistance Facility Agreement, in line with guidelines referred to in

Article 2(1)(b)" after the words "are satisfied";

(d) adding a new sub-paragraph as follows: "(j) any transfer of rights,

obligations and/or liabilities of EFSF to ESM pursuant to Article

13(10)"; and

(e) adding a new sub-paragraph as follows: "(k) the adoption and the

amendment of any guideline referred to in Article 2(1)(b) or 2(1)(c).".

(50) Article 10(6) shall be amended by replacing each occurrence of the words

"Loan Facility Agreement" by the following words "Financial Assistance Facility

Agreement, each occurrence of the word "Loan" by "Financial Assistance" and by

adding the word "and" between sub-paragraphs (d) and (e)".

(51) Article 10(8) shall be amended by replacing each occurrence of the words

"Loan Facility Agreement" by the following words "Financial Assistance Facility

Agreement".

(52) Article 10(10) shall be amended by replacing the words "Loan Facility

Agreement" by the following words "Financial Assistance Facility Agreement" and

the word "Borrower" by "Beneficiary Member State".

(53) Article 11(1) shall be amended by replacing the words "Loan Facility

Agreement" by the following words "Financial Assistance Facility Agreement", by

replacing the term "Loans" by "Financial Assistance" and by replacing the words

"Article 2(9)" by the words "Article 2(10)".

(54) Article 12 shall be amended by replacing each occurrence of the word

"Borrowers" by the words "Beneficiary Member States" and the word "Loans" by

"Financial Assistance".

(55) Article 13(1) shall be amended by replacing the word "Borrowers" by

"Beneficiary Member States".

(56) Article 13(3) shall be amended by replacing the words "Loan Facility

Agreements" by the following words: "Financial Assistance Facility Agreements".

(57) In Article 13(9) is added " - The terms "Financial Assistance Facility

Agreement" and "Financial Assistance" shall apply respectively to "Loan Facility

Agreements" and "Loans" entered into or disbursed by EFSF prior to the Effective

Date of the Amendments."

(58) A new Article 13(10) shall be added as follows

"Following the constitution of the European Stability Mechanism (the

"ESM"), EFSF may, with the approval of a decision of the euro-area

Member States acting with unanimity and after obtaining any requisite

consents from investors in Funding Instruments, transfer all and any of

its rights, obligations and liabilities, including under Financial

Instruments, Financial Assistance Facility Agreements and/or Financial

Assistance, to ESM.".

(59) Annex 1 (List of Guarantor euro-area Member States with their respective

Guarantee Commitments) shall be amended as from the Effective Date of the

Amendments as set out in Annex 1 to this Amendment in respect of Financial

Instruments issued as from the Effective Date of the Amendments.

(60) Annex 2 (Contribution Key) shall be amended as from the Effective Date of

the Amendments as set out in Annex 2 to this Amendment in respect of

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Financial Instruments issued as from the Effective Date of the Amendments.

(61) All other Articles and Annexes 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) Any dispute arising from or in the context of this Amendment shall be

settled amicably. In the absence of such amicable agreement, the euro-area Member

States agree that to the extent it constitutes a dispute between them only, it shall be

submitted to the exclusive jurisdiction of the Court of Justice of the European Union.

To the extent there is a dispute between one or more euro-area Member States and

EFSF, the Parties agree to submit the dispute to the exclusive jurisdiction of the

Courts of the Grand Duchy of Luxembourg.

3. ENTRY INTO FORCE AND TRANSITIONAL PROVISIONS

(1) The Parties agree that the amendments to the Framework Agreement shall

enter into force and become binding between EFSF and the Parties on the date (the

"Effective Date of the Amendments") all of the Parties have provided written

confirmation to EFSF substantially in the form of Annex 3 that they have concluded

all procedures necessary under their national laws to ensure that their obligations

under this Amendment shall come into full force and effect (an "Amendment

Confirmation").

(2) It is acknowledged and agreed that the amendments to the Framework

Agreement shall not alter or affect the rights and obligations of the Parties in relation

to any Funding Instruments issued by EFSF with the benefit of a Guarantee issued

under the Agreement prior to the Effective Date of the Amendments (the "Existing

Funding Instruments"). The rights and obligations between the parties in relation

to such Existing Funding Instruments shall continue to be governed by the terms and

conditions of the Framework Agreement which applied prior to the Effective Date of

the Amendments.

(3) It is acknowledged and agreed that the amendments to the Framework

Agreement shall not alter or affect the rights and obligations of the Parties in relation

to any Loans disbursed prior to the Effective Date of the Amendments (the "Existing

Loans"). The rights and obligations between the parties in relation to such Existing

Loans shall continue to be governed by the terms and conditions of the Framework

Agreement which applied prior to the Effective Date of the Amendments.

(4) It is acknowledged and agreed that EFSF did not receive Amendment

Confirmations from all of the Parties in relation to the agreement to amend the EFSF

Framework Agreement signed between the parties in July 2011 (the "July

Amendment Agreement"). Accordingly, the July Amendment Agreement did not

enter into force and the parties agree that it shall be cancelled and of no legal effect.

(5) It is acknowledged and agreed that the Amendment Confirmation of a

Member State may be of provisional application in accordance with the laws and

legislation of the relevant Member State.

4. EXECUTION OF THE AMENDMENT

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.

PARTICIPATION AND GUARANTEES UNDER

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EFSF shall promptly after the signature of this Amendment supply conformed

copies of the Amendment to each of the Parties, together with consolidated versions

of the Framework Agreement including the amendments effected under this

Amendment.

5. ANNEXES

The Annexes to this Amendment shall constitute an integral part hereof

1. List of Guarantors with their respective Guarantee Commitments;

2. Contribution Key; and

3. Template for Amendment Confirmation.

For the euro-area Member States,

Kingdom of Belgium

Represented by

Name

Title

Date

Federal Republic of Germany

Represented by

Name

Title

Date

Republic of Estonia

Represented by

Name

Title

Date

Ireland

Represented by

Name

Title

Date

Hellenic Republic

Represented by

Name

Title

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

Date

Kingdom of Spain

Represented by

Name

Title

Date

French Republic

Represented by

Name

Title

Date

Italian Republic

Represented by

Name

Title

Date

Republic of Cyprus

Represented by

Name

Title

Date

Grand Duchy of Luxembourg

Represented by

Name

Title

Date

Republic of Malta

Represented by

Name

Title

Date

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

Kingdom of the Netherlands

Represented by

Name

Title

Date

Republic of Austria

Represented by

Name

Title

Date

Portuguese Republic

Represented by

Name

Title

Date

Republic of Slovenia

Represented by

Name

Title

Date

Slovak Republic

Represented by

Name

Title

Date

Republic of Finland

Represented by

Name

Title

Date

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

For the EFSF

EUROPEAN FINANCIAL STABILITY FACILITY

Represented by

Name

Title

Date

ANNEX 1

LIST OF GUARANTOR EURO-AREA MEMBER STATES WITH THEIR

RESPECTIVE GUARANTEE COMMITMENTS AS FROM THE EFFECTIVE

DATE OF THE AMENDMENTS

Country

Guarantee

Commitments

EUR (millions)

Kingdom of Belgium

27,031.99

Federal Republic of Germany

211,045.90

Ireland

12,378.15 *

Kingdom of Spain

92,543.56

French Republic

158,487.53

Italian Republic

139,267.81

Republic of Cyprus

1,525.68

Grand Duchy of Luxembourg

1,946.94

Republic of Malta

704.33

Kingdom of the Netherlands

44,446.32

Republic of Austria

21,639.19

Portuguese Republic

19,507.26 *

Republic of Slovenia

3,664.30

Slovak Republic

7,727.57

Republic of Finland

13,974.03

Hellenic Republic

21,897.74 *

Republic of Estonia

1,994.86

Total Guarantee Commitments

779,783.14

*

The Hellenic Republic, Ireland and the Portuguese Republic have become

Stepping-Out Guarantors. Portugal remains liable as Guarantor in respect of Notes

issued prior to the time it became a Stepping-Out Guarantor. The Republic of

Estonia is only a Guarantor in respect of Notes issued after the Effective Date of the

Amendments.

This means that as of the Effective Date of the Amendments the aggregate of the

active Guarantee Commitments for the Guarantors which are not Stepping-Out

Guarantors is EUR 726,000.00 million.

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

ANNEX 2

CONTRIBUTION KEY IN RESPECT OF FUNDING INSTRUMENTS ISSUED

OR ENTERED INTO AS FROM THE EFFECTIVE DATE OF THE

AMENDMENTS

Member State

ECB Capital

Contribution Key

subscription

key %

Kingdom of Belgium

2.4256

3.4666%

Federal Republic of Germany

18.9373

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

of Malta may participate in the European Financial Stability

Facility as a shareholder in the subscribed share capital and

authorized share capital, and as a director on the board of directors,

in accordance with the terms and conditions set out in the

memorandum and articles of association, for the purpose identified

under sub-article (2), and as approved by the House of

Representatives.

(2)

The European Financial Stability Facility shall facilitate or

*See article 1(2) of the Act as originally enacted, and Legal Notice 377 of 2010.

PARTICIPATION AND GUARANTEES UNDER

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provide financing to Member States in financial difficulties through

the raising of money by the issuing of financial instruments or

entering into financial arrangements with the shareholders or third

parties.

(1) Any financial instrument or financial arrangement

issued or entered into by the European Financial Stability Facility

for the purpose of article 3(2), shall be guaranteed by the

Government of Malta subject to the terms incorporated in the

European Financial Stability Facility Framework Agreement

Provided that the guarantee issued by the Government of

Malta shall not exceed the aggregate amount of euro 704.33

million.

(2) Any guarantee issued by the Government of Malta for

financial instruments or financial arrangements issued by the

European Financial Stability Facility beyond 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.

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

CREDIT ENHANCEMENT, LIQUIDITY AND TREASURY

(1) The credit enhancement for the EFSF Programme shall include the

following elements

(a) the Guarantees and, in particular, the fact that the participation of each

Guarantor in issuing Guarantees shall be made on the basis of the Adjusted

Contribution Key Percentage and that the Guarantee issued by each Guarantor is for

120% of its Adjusted Contribution Key Percentage of the amounts of the relevant

Funding Instruments;

(b) the Cash Reserve shall act as a cash buffer. The Cash Reserve shall, pending

its use, be invested in high quality liquid debt instruments. Upon repayment of all

Loans made by EFSF and Funding Instruments issued by EFSF, the balance of the

Cash Reserve shall be used firstly to repay any amounts paid by Guarantors which

have not been repaid out of recoveries from the relevant underlying Borrowers and

secondly, shall be paid to the Guarantors as consideration for their issuance of

Guarantees under this Agreement as described in Article 2(9); and

(c) such other credit enhancement mechanisms as may be approved under this

Article 5.

(2) In the event that there is a delay or failure to pay by a Borrower of a

payment under a Loan and accordingly there is a shortfall in funds available to meet

a scheduled payment of interest or principal under a Funding Instrument issued by

EFSF then EFSF shall

(a) first, make a demand on a pro rata pari passu basis on the Guarantors which

have guaranteed such Funding Instrument up to 120% of their respective Adjusted

Contribution Key Percentage of the amount due but unpaid;

(b) second, if the steps taken in Article 5(2)(a) do not fully cover the shortfall,

to release an amount from the Cash Reserve to cover such shortfall; and

(c) third, take such other steps as may be available in the event that additional

credit enhancement mechanisms have been approved under Article 5(3).

(3) The euro-area Member States may by unanimous decision approve and

adopt such other credit enhancement mechanisms as they consider appropriate or, as

the case may be, modify the existing credit enhancement mechanisms in order to

enhance or to maintain the creditworthiness of the Funding Instruments issued or

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contracted by EFSF or to enhance the efficiency of funding of EFSF. Such other

credit enhancement measures might include, amongst other techniques, the provision

of subordinated loans, warehousing arrangements, liquidity lines or backstop

facilities to EFSF or the issuance by EFSF of subordinated notes.

(4) If a Guarantor has failed to make a payment which is due and payable in

respect of a Guarantee and, as a consequence EFSF makes a withdrawal from the

Cash Reserve to cover the shortfall pursuant to Article 5(2)(b) then such Guarantor

shall reimburse such amount to EFSF on first written demand together with interest

on such amount at a rate equal to one month EURIBOR plus 500 basis points from

the date the amount is withdrawn from the Cash Reserve to the date such Guarantor

reimburses such amount to EFSF together with such accrued interest. EFSF shall

apply such reimbursed amounts (and the interest accrued thereon) to replenish the

Cash Reserve.

(5) In order to facilitate the availability of adequate liquidity for the funding

needs of EFSF

(a) each euro-area Member State will ensure that EFSF will be eligible for

receiving a counterparty limit for cash management operations of the debt

management operations of the debt management agency of such euro-area Member

State; and

(b) each euro-area Member State shall co-operate to assist EFSF to ensure that

its Funding Instruments comply with applicable criteria to be eligible as collateral in

Eurosystem operations.

(6) In order to minimise any negative-carry costs in the event of any Diversified

Funding Strategy EFSF shall be entitled to make deposits or other placements which,

in accordance with the investment strategy agreed by the board of directors of EFSF,

minimise the risk of a funding mis-match or negative-carry costs.

CLAIMS UNDER A GUARANTEE

(1) If EFSF becomes aware that it has not received in full a scheduled payment

under a Loan and such shortfall will give rise to a shortfall in available funds to

make a scheduled payment of principal or interest under Funding Instruments issued

by EFSF or scheduled payment due from EFSF under any other instrument or

agreement which benefits from a Guarantee issued under this Agreement, it shall

immediately notify in writing the Chairman of the Eurogroup Working Group, the

Commission and each Guarantor and inform each Guarantor of its share of the

shortfall under the terms of this Agreement and the relevant Guarantee and demand

in writing each Guarantor to remit to EFSF its share of such shortfall on the date (the

"Guarantee Payment Date") which is at least two (2) Business Days prior to the

scheduled date for payment of the relevant amounts by EFSF (an "EFSF Guarantee

Demand").

(2) Each Guarantor shall remit to EFSF (or, if so specified in the relevant

documentation, to the paying agent of the relevant Funding Instrument) its share of

the amount demanded in the EFSF Guarantee Demand addressed to it by EFSF in

cleared funds on the Guarantee Payment Date.

(3) In the event that EFSF fails to pay a scheduled payment of interest or a

scheduled payment of principal on a date when such amount is due and payable

under a Funding Instrument issued by EFSF then the relevant Noteholder

Representative shall be entitled to demand in writing (a " Noteholder

Representative Guarantee Demand") the Guarantors (with a copy to EFSF) to pay

the unpaid amount of such scheduled payment of interest and/or such scheduled

payment of principal. Similarly, in the event of a failure by EFSF to pay a scheduled

PARTICIPATION AND GUARANTEES UNDER

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payment under any other instrument or agreement entered into between EFSF and a

counterparty (a "Counterparty") which benefits from a Guarantee issued under this

Agreement (which has been issued for a purpose closely-linked to an issue of

Funding Instruments pursuant to Article 2(3)) the relevant Counterparty shall be

entitled to demand in writing (a "Counterparty Guarantee Demand") the

Guarantors (with a copy to EFSF) the unpaid amount of such scheduled payment. In

the event of receipt by the Guarantors and EFSF of a Noteholder Representative

Guarantee Demand or a Counterparty Guarantee Demand each Guarantor shall in

accordance with the terms of its Guarantee remit in cleared funds its share of the

amount duly demanded in such Noteholder Representative Guarantee Demand or, as

the case may be such Counterparty Guarantee Demand. The detailed payment

mechanics for co-ordinating payments under the Guarantees shall be set out in the

documentation for the issue of Funding Instruments and the related Guarantees.

(4) In the event that a shortfall of receipts under a Loan gives rise both to an

EFSF Guarantee Demand and a Noteholder Representative Guarantee Demand (or

Counterparty Guarantee Demand) the relevant Guarantors shall only be liable to

make one payment under their respective Guarantees, without double counting.

(5) The Parties acknowledge and agree that each Guarantor shall be entitled to

make payment in respect of any EFSF Guarantee Demand, Noteholder

Representative Guarantee Demand or Counterparty Guarantee Demand which

appears to be valid on its face without any reference by it to EFSF or any other Party

or any other investigation or enquiry. EFSF irrevocably authorises each Guarantor to

comply with any Guarantee Demand.

(6) EFSF and each of the other Parties acknowledges and agrees that each

Guarantor

(i)

is not obliged to carry out any investigation or seek any confirmation prior

to paying a claim;

(ii)

is not concerned with

(1) the legality of a claim or any underlying transaction or any setoff,

defence or counterclaim which may be available to any person;

(2) any amendment to any underlying document; or

(3) any unenforceability, illegality or invalidity of any document or

security.

(7) EFSF shall be liable to reimburse each Guarantor in respect of any claim

paid in respect of a Guarantee and shall indemnify each Guarantor in respect of any

loss or liability incurred by a Guarantor in respect of a Guarantee. EFSF’s

reimbursement obligation is subject to and limited to the extent of funds actually

received from the underlying Borrowers in respect of the Loans which gave rise to a

shortfall of funds.

(8) In addition to the reimbursement obligation of EFSF under Article 6(5), if a

Guarantor makes a payment under its Guarantee, EFSF shall assign and transfer to

the relevant Guarantor an amount of EFSF’s rights and interests under the relevant

Loan corresponding to the shortfall in payments made by the Borrower and the

related payment made by the Guarantor under the Guarantee. EFSF shall remain

servicer of such portion of the Loan which has been assigned and transferred to the

relevant Guarantor so as to facilitate the co-ordinated management of the Loan and

the treatment of all Guarantors on a pari passu basis.

(9) All Guarantors shall rank equally and pari passu amongst themselves, in

particular in respect of reimbursement of amounts paid by them under their

PARTICIPATION AND GUARANTEES UNDER

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Guarantees provided that, if a Guarantor owes sums to EFSF pursuant to Article 5(4)

or sums to the other Guarantors pursuant to Article 7(1), sums recovered from

underlying Borrowers which would otherwise be due from EFSF to such Guarantor

shall be applied to repaying the amount due under 5(4) or paying the amount due to

other Guarantors under Article 7(1) in priority to being applied to reimburse such

Guarantor.

CONTRIBUTION BETWEEN GUARANTORS

(1) (a) If a Guarantor meets claims or demands in respect of any Guarantee it

has issued or incurs costs, losses, expenses or liabilities in connection therewith

("Guarantee Liabilities"), and the aggregate amount of Guarantee Liabilities it

makes or incurs exceeds its Required Proportion for the given Guarantee then it shall

be entitled to be indemnified and receive contribution, upon first written demand,

from the other Guarantors, in respect of such Guarantee Liabilities such that each

Guarantor ultimately bears only its Required Proportion of such aggregate Guarantee

Liabilities, provided that if the aggregate Guarantee Liabilities of any Guarantor in

respect of any Guarantee is not reduced to its Required Proportion within three (3)

Business Days, the other Guarantors (excluding Stepping-Out Guarantors) shall

indemnify such Guarantor in an amount such that the excess over the Required

Portion is allocated to each of the Guarantors (excluding Stepping-Out Guarantors)

on a pro rata basis. The "Required Proportion" is equal to the Adjusted

Contribution Key Percentage applicable to the relevant Guarantee. Any indemnity or

contribution payment from one Guarantor to another under this Article 7 shall bear

interest at a rate equal to one month EURIBOR plus 500 basis points which shall

accrue from the date of demand of such payment to the date such payment is

received by such Guarantor.

(b) The provisions of this Article 7 shall apply mutatis mutandis if a euro-area

Member State issues any Guarantees according to an Adjusted Contribution Key

Percentage in excess of that which would apply to it once 100% Total Guarantee

Commitments have been obtained provided that the term "Guarantor" shall include

a n y e u r o - a r e a M e m b e r S t a t e w h i c h h a s n o t y e t p r o v i d e d i t s C o m m it m e n t

Confirmation prior to EFSF issuing or entering into the relevant Funding Instrument.

(2) The obligations of each Guarantor to make contributions or indemnity

payments under this Article are continuing obligations which extend to the ultimate

balance of sums due regardless of any intermediate payment or discharge in whole or

in part.

(3) The indemnity and contribution obligations of any Guarantor under this

Article will not be affected by any act, omission, matter or thing which, but for this

Article, would reduce, release or prejudice any of its obligations under this Article

(without limitation and whether or not known to it or any other person) including

(i)

any time, waiver or consent granted to, or composition with, any person;

(ii) the release of any person under the terms of any composition or

arrangement;

(iii) the taking, variation, compromise, exchange, renewal or release of, or

refusal or neglect to perfect, take up or enforce, any rights against, or security over

assets of, any person; or any non-presentation or non-observance of any formality or

other requirement in respect of any instrument or any failure to realise the full value

of any security;

(iv) any incapacity or lack of power, authority or legal personality of or

dissolution or change in the members or status of any person;

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

(v) any amendment (however fundamental) or replacement of any Loan Facility

Agreement, Loan or any document or security;

(vi) any unenforceability, illegality or invalidity of any obligation of any person

under any document or security; or

(vii) any insolvency or similar proceedings.

CALCULATIONS AND ADJUSTMENT OF THE GUARANTEES

(1) The Parties agree that EFSF may appoint EIB (or such other agency,

institution, EU institution or financial institution as is approved unanimously by the

Guarantors) with the task of making the calculations for the purposes of this

Agreement, each Loan Facility Agreement, the financing of EFSF by issuing or

entering into Funding Instruments (or otherwise) and the Guarantees. If EIB (or such

other agency, institution, EU institution or financial institution) accepts such

appointment, it shall calculate the interest rate for each Loan in accordance with the

terms of the relevant Loan Facility Agreement, calculate the amounts payable on

each interest payment date and notify the relevant Borrower and EFSF thereof and

make all such other calculations and notifications as are necessary for the purposes

of this Agreement, the Guarantees and the Funding Instruments.

(2) In the event that a Guarantor experiences severe financial difficulties and

requests a stability support loan or benefits from financial support under a similar

programme, it (the "Stepping-Out Guarantor") may request the other Guarantors to

suspend its commitment to provide further Guarantees under this Agreement. The

remaining Guarantors, acting unanimously and meeting via the Eurogroup Working

Group may decide to accept such a request and in this event, the Stepping-Out

Guarantor shall not be required to issue its Guarantee in respect of any further issues

of or entry into Funding Instruments by EFSF and any further Guarantees to be

issued under this Agreement shall be issued by the remaining Guarantors and the

Adjusted Contribution Key Percentage for the issuance of further Guarantees shall

be adjusted accordingly. Such adjustments shall not affect the liability of the

Stepping-Out Guarantor under existing Guarantees. It is acknowledged and agreed

that the Hellenic Republic is deemed to be a Stepping-Out Guarantor with effect

from the entry into force of this Agreement.

BREACH OF OBLIGATIONS UNDER A LOAN

FACILITY

AGREEMENT AND AMENDMENTS AND/OR WAIVERS

(1) If EFSF becomes aware of a breach of an obligation under a Loan Facility

Agreement, it shall promptly inform the Guarantors (through the Eurogroup Working

Group Chairman), the Commission and the ECB about this situation and shall

propose how to react to it. The Euro Working Group Chairman will coordinate the

position of the Guarantors and will inform EFSF, the Commission and the ECB of

the decision taken. EFSF will thereafter implement the decision in accordance with

the relevant Loan Facility Agreement.

(2) If EFSF becomes aware of a situation where amendments, a restructuring

and/or waivers relating to any Loan made under a Loan Facility Agreement may

become necessary, it shall inform the Guarantors through the Eurogroup Working

Group Chairman, the Commission and the ECB about this situation and shall

propose how to react to it. The Eurogroup Working Group Chairman will coordinate

the position of the Guarantors and will inform EFSF, the Commission and the ECB

of the decision taken. EFSF will thereafter implement the decision and, following

instructions of the Guarantors, negotiate and sign a corresponding amendment, a

restructuring or waiver or a new loan agreement with the relevant Borrower or any

other arrangement needed.

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

(3) In other cases than those referred to in Article 9(1) and 9(2), if EFSF

becomes aware of a situation where there is a need for the Guarantors to express an

opinion or take an action in relation to a Loan Facility Agreement, it shall inform the

Guarantors through the Eurogroup Working Group Chairman about this situation,

and shall propose how to react to it. The Eurogroup Working Group Chairman will

coordinate the position of the Guarantors and will inform EFSF, the Commission and

the ECB of the decision taken. EFSF will thereafter implement the decision taken in

whichever form is needed.

(4) In the event that the euro-area Member States consent to the modification of

any MoU entered into with a Borrower, the Commission shall be authorised to sign

the amendment(s) to such MoU on behalf of the euro-area Member States.

EFSF, INTER-GUARANTOR

DECISIONS,

DIRECTORS

AND

GOVERNANCE

(1) EFSF shall have a board of directors consisting of as many directors as there

are EFSF Shareholders. Each EFSF Shareholder shall be entitled to propose for

nomination one person to act as a director of EFSF and the other EFSF Shareholders

hereby irrevocably undertake that they shall use their votes as shareholders of EFSF

in the relevant general meetings to approve as a director the person proposed by such

euro-area Member State. They shall equally use their votes as EFSF Shareholders to

remove a person as director of EFSF if this is so requested by the euro-area member

State which proposed such director for nomination.

(2) Each EFSF Shareholder shall propose for nomination to the board of

directors of EFSF its representative in the Eurogroup Working Group from time to

time (or such person’s alternate as representative on such group). The Commission

and ECB shall each be entitled to appoint an observer who may take part in the

meetings of the board of directors and may present its observations, without however

having the power to vote. The board of directors may permit other institutions of the

European Union to appoint such observers.

(3) In the event of a vacancy of a member of the board of directors each euro-

area Member State shall ensure that the member of the Board nominated upon its

proposal approves as a replacement director the person proposed for nomination by

the relevant euro-area Member State which does not have a director nominated upon

its proposal.

(4) The euro-area Member States acknowledge and agree that, in the event of a

vote of the board of directors of EFSF, each director which has been proposed for

nomination by a euro-area Member State shall have a weighted number of the total

number of votes which corresponds to the number of shares which his/her

nominating euro-area Member State holds in the issued share capital of EFSF.

(5) The Guarantors agree that the following matters affecting their roles and

liabilities as Guarantors shall require to be approved by them on a unanimous basis

(a) decisions in relation to the grant of a Loan Facility Agreement to a euro-area

Member State including the approval of the relevant MoU and Loan Facility

Agreement;

(b) decisions regarding the disbursement of Loans under an existing Loan

Facility Agreement in particular as to whether conditionality criteria for a

disbursement are satisfied on the basis of a report of the Commission;

(c) any modification to this Agreement including as to the availability period to

grant Loan Facility Agreements;

(d)

any modification to the following terms of any Loan Facility Agreement

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

aggregate principal amount of a Loan Facility Agreement, availability period,

repayment profile or interest rate of any outstanding Loan;

(e) the terms of the EFSF Programme, the programme size and the approval of

any Offering Materials;

(f) any decision to permit an existing Guarantor to cease to issue further

guarantees;

(g)

significant changes to the credit enhancement structure;

(h) the funding strategy of each EFSF Programme and any decision to permit a

Diversified Funding Strategy (including the manner in which EFSF allocates its

operating costs and the funding costs of Funding Instruments to Loans and Loan

Facility Agreements if a Diversified Funding Strategy is adopted); or

(i)

any increase in the aggregate amount of Guarantees which might be issued

under this Agreement.

For the purpose of this Article 10(5) and any other provision of this Agreement

which requires a unanimous decision of the Guarantors, unanimity means a positive

or negative vote of all those Guarantors which are present and participate (by voting

positively or negatively) in the relevant decision (ignoring any abstentions or

absences) provided that any Guarantor which is no longer issuing new Guarantees

(in particular, the Stepping-Out Guarantors) shall not be entitled to vote on any

decision to make a new Loan Facility Agreement, a new Loan or a new issuance of

Funding Instruments which are not guaranteed by it provided that it shall continue to

have the right to vote on decisions in relation to Loans or Funding Instruments in

respect of which it has issued a Guarantee which remains outstanding. It is a

condition precedent to the validity of any such vote that a quorum of a majority of

Guarantors able to vote whose Guarantee Commitments represent no less than 2/3 of

the Total Guaranteed Commitments are present at the meeting.

(6) The Guarantors agree that all matters which are not reserved to unanimity

decision of the Guarantors pursuant to Article 10(5) (above) or unanimity decision

of the euro-area Member States pursuant to Article 10(7) (below) and, in particular,

the following matters affecting their roles and liabilities as Guarantors shall be

decided by a majority of Guarantors (excluding however the Stepping-Out

Guarantors) (i) whose Guarantee Commitments represent 2/3 of the Total Guarantee

Commitments (in the event that no Guarantees have been issued) or (ii) if

Guarantees have been issued, 2/3 of the aggregate maximum face amount of

Guarantees which have been issued and remain outstanding provided that, in

calculating the satisfaction of this threshold the face amount of Guarantees of a

Guarantor which is a Stepped-Out Obligor or which has failed to pay under a

Guarantee shall not be taken into account (a "2/3 Majority")

(a) all decisions in relation to existing Loan Facility Agreements or Loans

which are not specifically reserved to unanimity pursuant to Article 10(5) including

decisions on breaches, waivers, restructurings and whether to declare defaults in

relation to Loan Facility Agreements or Loans;

(b) issuances under an existing EFSF Programme (which programme has been

approved unanimously by the Guarantors);

(c) operational matters in relation to debt issuance (including appointment of

arrangers, lead managers, rating agents, trustees etc);

(d)

detailed implementation of an approved Diversified Funding Strategy;

(e) detailed implementation of any additional credit enhancement approved

pursuant to Article 10(5).

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

The proviso to Article 10(5) relating to euro-area Member States which no longer

issue new Guarantees and/or are Stepping-Out Guarantors shall apply to votes on

decisions within the scope of this Article 10(6).

(7) The following corporate matters in relation to EFSF shall require the

unanimous decision of all euro-area Member States

-

increases in authorized and/or issued and paid-up share capital;

-

increase in the level of commitments to subscribe for share capital;

-

reductions in share capital;

-

dividends;

-

employment of the CEO of the EFSF;

-

approving accounts;

-

prolonging duration of company;

-

liquidation;

-

changes to the Articles of Association;

-

any other matter not specifically dealt with in the Articles of

Association or in this Agreement.

(8) The Guarantors or the euro-area Member States (as the case may be) shall

take the decisions affecting the Guarantors and EFSF contemplated by Articles

10(5), (6) and (7) at meetings within the framework of the Eurogroup with the

possibility to delegate the decision-making to the Eurogroup Working Group. All

their decisions shall be communicated in writing by the Eurogroup Working Group

Chairman to EFSF. For such decision-making, the Commission provides input on

matters relating, in particular, to the MoU and the terms and conditions of the Loan

Facility Agreements and other policy issues. The EFSF shall provide input relating,

in particular, to the implementation of the Loan Facility Agreements, the issue of or

entry into Financial Instruments and its general corporate matters.

(9) Each euro-area Member State hereby undertakes to the other euro-area

Member States that it shall vote as shareholder of EFSF consistently with the

decisions taken by the requisite majority of Guarantors or euro-area Member States

(as the case may be) within the framework of such Eurogroup meetings and that it

shall ensure that the director which has been proposed for nomination to the board of

EFSF by it acts consistently with such decisions.

(10) Any decisions by the euro-area Member States to approve any MoU relating

to a Loan Facility Agreement and Borrower and regarding any proposed

modification to an MoU shall be taken by them acting unanimously.

(11) Euro-area Member States may, to the extent permissible under their national

laws, provide indemnities to the persons proposed by them to be nominated as

directors of EFSF.

(12) In the event that euro-area Member States agree unanimously to increase the

issued paid-up capital of EFSF, each euro-area Member State shall subscribe and pay

in full a percentage of such increase in paid up capital equal to its Contribution Key

percentage of such increase in paid-up capital on or prior to the date specified by

EFSF.

(13) Matters referred to decisions by euro-area Member State or Guarantors

under this Agreement shall be decided as soon as reasonably practicable and

necessary. In due course, operational guidelines may be adopted which may set out

timelines for decisions to be taken in relation to this Agreement.

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

TERM AND LIQUIDATION OF EFSF

(1) This Agreement shall remain in full force and effect so long as there are

amounts outstanding under any Loan Facility Agreements or Funding Instruments

issued by EFSF under an EFSF Programme or under any reimbursement amounts

due to Guarantors.

(2) The euro-area Member States undertake that they shall liquidate EFSF in

accordance with its Articles of Association on the earliest date after 30 June 2013 on

which there are no longer Loans outstanding to a euro-area Member State and all

Funding Instruments issued by EFSF and any reimbursement amounts due to

Guarantors have been repaid in full.

(3) In the event that there are any residual liabilities of EFSF on its liquidation

the euro-area Member States shall in a final meeting of shareholders decide on what

basis these may be divided between the euro-area Member States.

(4) In the event there is a surplus on liquidation of EFSF it shall be distributed

to its shareholders on a pro rata basis calculated by reference to their participation in

the share capital of EFSF.

Prior to the determination of whether there is such a surplus

(a) the credit balance of the Cash Reserve shall be paid to the Guarantors as

described in Article 2(9); and

(b) any operating profit or surplus derived by EFSF which results from its

issuance of Funding Instruments guaranteed by the Guarantors shall be paid as

additional remuneration to the Guarantors by reference to their respective Adjusted

Contribution Key Percentage.

APPOINTMENT OF EIB, ECB, OUTSOURCING AND DELEGATION

(1) EFSF may appoint EIB (or such other agencies, institution, EU institution,

financial institution or other persons as is approved unanimously by the euro-area

Member States) for the purpose of

(a) managing the receipt of funds from investors following the issue of bonds or

securities under an EFSF Programme, the management of the transmission of these

funds to Borrowers in the form of Loans and the receipt of funds from Borrowers

and the application of such funds to meet scheduled payments of principal and

interest under the bonds and debt securities and, following the making of payments

under a Guarantee, the management of funds received from Borrowers and the

distribution of reimbursement amounts to the Guarantors;

(b) the related management of the treasury of EFSF including in particular the

Cash Reserve and any funds received by way of early repayment or prepayment of

Loans pending the application of such funds to repay Funding Instruments;

(c) such other related cash and treasury management tasks as may be delegated

from time to time;

(d) providing legal services, accounting services, human resources services,

facilities management, procurement services, internal audit and such other services

as require outsourcing and/or logistical support.

These appointments may be effected pursuant to a Service Level Contract between

EFSF and EIB (or the relevant agency or institution).

(2) EFSF may contract the ECB to act as its paying agent. EFSF may appoint

ECB (or another agency, institution, EU institution, financial institution or other

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

persons approved unanimously by the Guarantors) to maintain its bank and securities

accounts.

(3) EFSF shall, in the event of the adoption of a Diversified Funding Strategy

and subject to the unanimous approval of the Guarantors (other than Stepping-Out

Guarantors), be entitled to and may delegate asset and liability management

functions and the other activities and functions described in Article 4(6) to one or

more debt management agencies of a euro-area Member State or such other agencies,

institutions, EU institutions or financial institutions as are approved unanimously by

the Guarantors.

(4) EFSF shall be entitled to delegate and/or outsource on arm’s length

commercial terms to any agency, institution, EU institution, financial institution or

other persons such other functions as its board of directors consider desirable for the

efficient discharge of its functions.

ADMINISTRATIVE PROVISIONS

(1) The operating and out-of-pocket costs of EFSF shall be paid by EFSF out of

its general revenues and resources. Fees and expenses directly related to funding

may be re-invoiced to the relevant Borrowers (as appropriate).

(2) Upon the incorporation of EFSF it shall assume full responsibility for all

costs and expenses incurred in its setting-up and incorporation. In addition, it shall

assume all liabilities and obligations (including indemnity obligations) under

contracts and arrangements entered into on its behalf and for its benefit (whether by

a shareholder or a third party) prior to its incorporation.

(3) EFSF shall report to the euro-area Member States and the Commission on

the outstanding claims and liabilities under the Loan Facility Agreements, EFSF

Funding Instrument issues and the Guarantees on a quarterly basis.

(4) EFSF will report to the Guarantors and request instructions from the

Eurogroup Working Group Chairman regarding unsettled claims and liabilities or

any other issues that may arise under this Agreement or in connection with any

Guarantee.

(5) The Parties shall not assign or transfer any of their rights or obligations

under this Agreement without the prior written consent of all the other Parties to this

Agreement.

(6) (a) The euro-area Member States hereby agree that the shares they hold in

EFSF cannot be transferred by any EFSF Shareholder during a period of 10 (ten)

years from the date of acquisition of the shares by the relevant EFSF Shareholder

except with the unanimous consent of all EFSF Shareholders. Such restriction does

not apply to (i) the initial transfer by the sole founding shareholder (if any) to the

other euro-area Member States and (ii) proportionate transfers by each EFSF

Shareholder to any new euro-area Member State which adopts the Euro as its

currency after the incorporation of the Company.

(b) In the event that a euro-area Member State wishes to dispose of its shares in

EFSF after expiry of the lock-up period in Article 6.4 of the Articles of Association

of EFSF, it shall offer such shares to be purchased by the other shareholders of EFSF

on a pro rata basis to their shareholdings in EFSF. Any shares which are not

purchased by a shareholder to whom they are offered may be offered to and acquired

by any other EFSF Shareholder. If no EFSF Shareholder wishes to purchase such

shares then, to the extent it has funds available for this purpose, EFSF may acquire

such shares at their fair market value.

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

(7) In the event that a new country becomes a euro-area Member State, the

Parties hereto shall permit such new euro-area Member State to become a

shareholder of EFSF by receiving a transfer of shares from other shareholders of

EFSF such that its aggregate percentage holding of shares in EFSF corresponds with

its Contribution Key and to adhere to the terms of this Agreement. The Parties shall

negotiate in good faith as to the basis upon which such new adhering euro-area

Member State shall accede to this Agreement.

(8) In the event that one euro-area Member State incorporates EFSF, it shall

promptly upon execution and entry into force of this Agreement transfer shares to

the other euro-area Member States such that their respective percentage holdings of

shares in EFSF corresponds with their respective Contribution Keys.

(9)

The terms

-

"Business Day" means a day on which Target 2 is open for settlement of

payments in Euro.

-

"Target 2" means the Trans-European Automated Real-Time Gross

Settlement Express Transfer payment system which utilises a single shared platform

and which was launched on 19 November 2007.

COMMUNICATIONS

All notices in relation to this Agreement shall be validly given if in writing and

sent to the addresses and contact details to be set out in the operating guidelines

which shall be adopted by the Parties for the purpose of this Agreement.

MISCELLANEOUS

(1) If any one or more of the provisions contained in this Agreement should be

or become fully or in part invalid, illegal or unenforceable in any respect under any

applicable law, the validity, legality and enforceability of the remaining provisions

contained in this Agreement shall not be affected or impaired thereby. Provisions

which are fully or in part invalid, illegal or unenforceable shall be interpreted and

thus implemented according to the spirit and purpose of this Agreement.

(2)

The Preamble to this Agreement forms an integral part of this Agreement.

(3) Each of the Parties hereby irrevocably and unconditionally waives all

immunity to which it is or may become entitled, in respect of itself or its assets or

revenues, from legal proceedings in relation to this Agreement, including, without

limitation, immunity from suit, judgment or other order, from attachment, arrest,

detention or injunction prior to judgment, and from any form of execution and

enforcement against it, its assets or revenues after judgment to the extent not

prohibited by mandatory law.

(4) A person who is not a party to this Agreement shall not be entitled under the

Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any

term of this Agreement.

(5)

This Agreement may be amended by the Parties in writing.

GOVERNING LAW AND JURISDICTION

(1) This Agreement 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) Any dispute arising from or in the context of this Agreement shall be settled

amicably. In the absence of such amicable agreement, the euro-area Member States

agree that to the extent it constitutes a dispute between them only, it shall be

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

submitted to the exclusive jurisdiction of the Court of Justice of the European Union.

To the extent there is a dispute between one or more euro-area Member States and

EFSF, the Parties agree to submit the dispute to the exclusive jurisdiction of the

Courts of the Grand Duchy of Luxembourg.

EXECUTION OF THE AGREEMENT

This Agreement 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

Agreement 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 Agreement.

EFSF is authorised to promptly after the signature of this Agreement supply

conformed copies of the Agreement to each of the Parties.

ANNEXES

The Annexes to this Agreement shall constitute an integral part thereof

1. List of Guarantors with their respective Guarantee Commitments;

2. Contribution Key; and

3. Template Commitment Confirmation.

Signed in Luxembourg on 7 June 2010

For the euro-area Member States,

Kingdom of Belgium,

represented by Vice Prime Minister and Minister of Finance

- signed -

Didier Reynders

Federal Republic of Germany,

represented by Minister Dr. Wolfgang Schäuble

- signed -

Ireland,

represented by Mr. Brian Lenihan, T.D., Minister for Finance

- signed -

Kingdom of Spain,

represented by Minister of Economy and Finance

- signed -

Elena Salgado Mendez

French Republic,

represented by Minister Christine Lagarde

Ministre de l’Economie, de l’Industrie et de l’Emploi

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

- signed -

Italian Republic,

represented by Minister Giulio Tremonti, Ministro dell’economia e delle finanze

- signed -

Minister Giulio Tremonti

Republic of Cyprus,

represented by Minister of Finance

- signed -

Mr. Charilaos Stavrakis

Grand Duchy of Luxembourg,

represented by Minister

- signed -

Luc Frieden

Republic of Malta,

represented by Minister Tonio Fenech

Minister for Finance the Economy and Investment

- signed -

Kingdom of the Netherlands,

represented by Minister of Finance

- signed -

Mr. drs. J.C. de Jager

Republic of Austria,

represented by Federal Minister of Finance

- signed -

Josef Pröll

Portuguese Republic,

represented by Minister of State and Finance, Fernando Teixeira dos Santos

- signed -

Republic of Slovenia,

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

represented by Minister of Finance

- signed -

Franc Križanic

Slovak Republic,

represented by Minister Ján Pociatek

- signed -

Republic of Finland,

represented by Minister of Finance

- signed -

Jyrki Katainen

Hellenic Republic

Represented by Minister of Finance

- signed -

Minister Giorgos Papakonstantinou

For the EFSF

EUROPEAN FINANCIAL STABILITY FACILITY

Represented by its sole Director

- signed -

M Georges Heinrich

ANNEX 1

LIST OF GUARANTOR EURO-AREA MEMBER STATES WITH THEIR

RESPECTIVE GUARANTEE COMMITMENTS

Member State

ECB Capital

subscription

key %

Kingdom of Belgium

2.4256

Federal Republic of Germany

119,390.07

Ireland

7,002.40

Kingdom of Spain

52,352.51

French Republic

89,657.45

Italian Republic

78,784.72

Republic of Cyprus

863.09

Grand Duchy of Luxembourg

1,101.39

Republic of Malta

398.44

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

Kingdom of the Netherlands

25,143.58

Republic of Austria

12,241.43

Portuguese Republic

11,035.38

Republic of Slovenia

2,072.92

Slovak Republic

4,371.54

Republic of Finland

7,905.20

Hellenic Republic

12,387.70

Total Guarantee Commitments

440,000.00

ANNEX 2

CONTRIBUTION KEY

Member State

ECB Capital

Contribution Key

subscription

key %

Kingdom of Belgium

2.4256

3,475494866853410%

Federal Republic of Germany

18.9373

27,134106588911300%

Ireland

1.1107

1,591454546757130%

Kingdom of Spain

8.3040

11,898297070560200%

French Republic

14.2212

20,376693436879900%

Italian Republic

12.4966

17,905618879089900%

Republic of Cyprus

0.1369

0,196155692312101%

Grand Duchy of Luxembourg

0.1747

0,250317015682425%

Republic of Malta

0.0632

0,090555440132394%

Kingdom of the Netherlands

3.9882

5,714449467342010%

Republic of Austria

1.9417

2,782143957358700%

Portuguese Republic

1.7504

2,508041810249100%

Republic of Slovenia

0.3288

0,471117542967267%

Slovak Republic

0.6934

0,993530730819656%

Republic of Finland

1.2539

1,796637126297610%

Hellenic Republic

1.9649

2,815385827787050%

Total

67.8266

100,000000000000000%

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

ANNEX 3

TEMPLATE FOR COMMITMENT CONFIRMATION

[Letter-head of Authorities of Euro Area Member State]

By fax followed by registered mail

European Financial Stability Facility

[●]

Fax: [●]

Copy to

[●]

[●]

Fax: [●]

Re: European Financial Stability Facility ("EFSF") – Confirmation Commitment

Dear Sirs,

We refer to the EFSF Framework Agreement between the Kingdom of Belgium,

Federal Republic of Germany, 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, Slovak Republic, Republic of Finland, the Hellenic Republic and EFSF

(the "Parties") signed on [●] 2010.

We hereby notify you that we are duly authorised under our national laws to

permit us to be bound by the above mentioned Agreement with effect from [date].

Yours faithfully,

[Name of euro-area Member State]

[●] [●]

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

0647%

Republic of Estonia

0.1790

0.2558%

Ireland*

1.1107

1.5874%

Hellenic Republic*

1.9649

2.8082%

Kingdom of Spain

8.3040

11.8679%

French Republic

14.2212

20.3246%

Italian Republic

12.4966

17.8598%

Republic of Cyprus

0.1369

0.1957%

Grand Duchy of Luxembourg

0.1747

0.2497%

Republic of Malta

0.0632

0.0903%

Kingdom of the Netherlands

3.9882

5.6998%

Republic of Austria

1.9417

2.7750%

Portuguese Republic*

1.7504

2.5016%

Republic of Slovenia

0.3288

0.4699%

Slovak Republic

0.6934

0.9910%

Republic of Finland

1.2539

1.7920%

Total

69.9705

100.0000%

* As at the Effective Date of the Amendments, the Hellenic Republic, Ireland and

Portugal have become Stepping-Out Guarantors.

PARTICIPATION AND GUARANTEES UNDER

THE EUROPEAN FINANCIAL STABILITY FACILITY

ANNEX 3

TEMPLATE FOR AMENDMENT CONFIRMATION

[Letter-head of Authorities of Euro Area Member State]

By fax followed by registered mail

European Financial Stability Facility

43, avenue John F. Kennedy, L-1855 Luxembourg

Fax: +352 260 962 62

Copy to

Secretariat of the Eurogroup Working Group

DG ECFIN BU-24 03/027, 1049 Brussels, Belgium

Fax: +32-2-295 68 41

Re: European Financial Stability Facility ("EFSF") - Amendment Confirmation

Dear Sirs,

We refer to (i) the EFSF Framework Agreement between the Kingdom of

Belgium, Federal Republic of Germany, 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, Slovak Republic, Republic of Finland, the Hellenic

Republic and EFSF (the "Parties"), and (ii) to the Amendment to the EFSF

Framework Agreement between the Parties and the Republic of Estonia.

We hereby notify you that we are duly authorised under our national laws to

permit us to be bound by the Amendment to the EFSF Framework Agreement with

effect from [date].

Yours faithfully,

[Name of euro-area Member State]

[●] [●]".