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EURO AREA LOAN FACILITY ACT 2010
ARRANGEMENT OF SECTIONS
2. Payments out of Central Fund.
4. Annual report by Minister to Dáil Éireann.
Loan Facility Agreement
Loan Facility Agreement
Section 1 .
EUR 80 000 000 000
LOAN FACILITY AGREEMENT
THE FOLLOWING MEMBER STATES WHOSE CURRENCY IS THE EURO:
KINGDOM OF BELGIUM, IRELAND,
KINGDOM OF SPAIN, FRENCH REPUBLIC,
ITALIAN REPUBLIC, REPUBLIC OF CYPRUS,
GRAND DUCHY OF LUXEMBOURG,
REPUBLIC OF MALTA, KINGDOM OF THE
NETHERLANDS, REPUBLIC OF AUSTRIA,
PORTUGUESE REPUBLIC, REPUBLIC OF
SLOVENIA, SLOVAK REPUBLIC and
REPUBLIC OF FINLAND
KfW, acting in the public interest, subject to the instructions of and with the benefit of the guarantee of the Federal Republic of Germany,
THE HELLENIC REPUBLIC
THE BANK OF GREECE
as Agent to the Borrower
8 MAY 2010
THIS LOAN FACILITY AGREEMENT (the “Agreement”) is made by and between:
(A) The Following Member States whose currency is the euro: Kingdom of Belgium, Ireland, Kingdom of Spain, French Republic, Italian Republic, Republic of Cyprus, Grand Duchy of Luxembourg, Republic of Malta, Kingdom of the Netherlands, Republic of Austria, Portuguese Republic, Republic of Slovenia, Slovak Republic and Republic of Finland, represented by the European Commission (hereinafter referred to as the “Commission”) and KfW acting in the public interest, subject to the instructions of and with the benefit of the guarantee of the Federal Republic of Germany (hereinafter referred to as the “Lenders” and each, a “Lender”);
(B) The Hellenic Republic (hereinafter referred to as “Greece” or the “Borrower”), represented by the Minister of Finance; and
(C) The Bank of Greece acting as agent on behalf of the Borrower (hereinafter referred to as the “Borrower’s Agent”), represented by the Governor of the Bank of Greece.
(1) Greece has on 23 April 2010 requested bilateral loans from the other Member States whose currency is the euro in accordance with the Statement of the Heads of State and Government of the euro area of 25 March 2010 and the Statement of the Eurogroup of 11 April 2010.
(2) Pursuant to that request, the representatives of the Member States whose currency is the euro (the “Euro Area Member States”), other than Greece, have decided on 2 May 2010 to provide stability support to Greece in an intergovernmental framework via pooled bilateral loans.
(3) The loans are granted in conjunction with the funding from the International Monetary Fund (the “IMF”) under a stand-by arrangement (the “IMF Stand-by Arrangement”).
(4) Representatives of the Member States of the European Union have decided on 5 May 2010 to entrust the Commission with the tasks in relation to the coordination and management of the pooled bilateral loans as set out in an Intercreditor Agreement concluded on 8 May 2010 (the “Intercreditor Agreement”).
(5) The Lenders in all their functions, rights and obligations under this Agreement act through and are represented by the Commission. The Lenders have agreed to act in a coordinated manner and to channel communications to the Commission through the Euro Working Group Chairman.
(6) Measures concerning the coordination and surveillance of the budgetary discipline of Greece and setting out economic policy guidelines for Greece will be defined in a Council decision on the basis of Article 126(9) and 136 of the Treaty on the Functioning of the European Union (the “TFEU”), and the support granted to Greece is made dependent on compliance by Greece with measures consistent with such decision and laid down in a Memorandum of Economic and Financial Policies, Memorandum of Understanding on Specific Economic Policy Conditionality and Technical Memorandum of Understanding (hereinafter referred to together as the “MoU”) signed originally on 3 May 2010 by the Commission after approval by all the Euro Area Member States (except Greece), by the Borrower and the Bank of Greece (as may amended and/or supplemented from time to time).
(7) The release of the first Loan shall be conditional upon the signature of the MoU and the entry into force of this Agreement.
(8) The release of Loans subsequent to the first one shall be conditional upon the Euro Area Member States (except Greece) deciding favourably after consultation with the European Central Bank (hereinafter the “ECB”) on the basis of the findings of verification by the Commission that the implementation of the economic policy of the Borrower accords with the adjustment programme or any other conditions laid down in the Council decision on the basis of Article 126(9) and 136 TFEU and the MoU.
(9) The Commission shall open an account in the name of the Lenders with the ECB, to be used for processing all payments on behalf of the Lenders and the Borrower in the context of this Agreement.
(10) Greece has designated the Bank of Greece as its agent for the purposes of this Agreement.
(11) Appropriate measures related to the prevention of, and the fight against fraud, corruption and other irregularities which might affect the support granted by this Agreement or the effective use of the funds drawn hereunder shall be taken by the authorities of the Borrower.
(12) The Commission shall have the right to perform on-the-spot checks and inspections, where appropriate.
(13) Given the need for some Lenders to complete national procedures (including, where appropriate, parliamentary authorisation) before being able to commit to participate in the funding of loans to be made under this Agreement, the initial loans may have to be funded by some Lenders only with a subsequent reallocation of participations as and when these procedures have been completed.
(14) The Federal Republic of Germany (“Germany”) has designated KfW as Lender on behalf of Germany for the purposes of this Agreement. Accordingly, references to KfW as Lender refer to KfW acting in the public interest, subject to the instructions of and with the benefit of the guarantee of Germany.
Now, therefore, the parties hereto have agreed as follows:
1. THE FACILITY
(1) The Lenders make available to the Borrower a loan facility (hereinafter referred to as the “Facility”) in euro in an aggregate principal amount of up to EUR 80 000 000 000 (Euro eighty billion), subject to the terms and conditions of the MoU and this Agreement.
(2) The maximum amount that each Lender shall contribute under the Facility is the amount set opposite its name under the heading “Commitment” in Annex 1 as and to the extent increased, cancelled or reduced pursuant to the terms of this Agreement and the Intercreditor Agreement (for each Lender, its “Commitment” and the aggregate of their Commitments is equal to the “Total Commitment”).
(3) The Borrower shall apply all amounts borrowed by it under the Facility in conformity with its obligations under the MoU.
2. LENDERS’ RIGHTS AND OBLIGATIONS
(1) The obligations of each Lender under this Agreement shall be several. Failure by a Lender to perform its obligations under this Agreement shall not affect the obligations of any other Lender under this Agreement. No Lender shall be responsible for the obligations of any other Lender under this Agreement.
(2) The rights of each Lender under or in connection with this Agreement shall be separate and independent rights and any debt arising under this Agreement to a Lender from the Borrower shall be a separate and independent debt. The Borrower shall not give priority to one Lender over the other Lenders.
(3) The Lenders and the Borrower shall not assign or otherwise transfer any of their rights or obligations (or, with respect to the Lenders, enter into any arrangement with any third party with a view to transferring the whole or part of their exposure to the Borrower or the whole or part of the risks and rewards arising from their participation in this Agreement) without the prior written consent of all Lenders.
(4) Notwithstanding Article 2(3) above, a Lender shall be entitled to assign and/or transfer:
(a) part (but not the whole) of its rights and obligations under a Loan in the context of a re-allocation of the Lenders’ Participations (as defined in Article 3(6) below) between themselves as contemplated in Article 6 of the Intercreditor Agreement; or
(b) any of its rights and obligations in respect of a Loan to the Member State which is its guarantor.
(5) Any such assignment and transfer shall comply with the terms of Article 13.
(6) Upon the assignment and transfer of any of its rights or obligations, the Lenders concerned shall promptly notify the Borrower in writing of such assignment and transfer.
3. DRAWDOWN, NET DISBURSEMENT AMOUNT AND CONDITIONS PRECEDENT
(1) Subject to the terms and conditions of this Agreement and of the MoU, the Borrower may, after consultation with the Commission, request a disbursement to be made under this Agreement (each such disbursement made or to be made under the Facility or the principal amount thereof outstanding for the time being is hereinafter referred to as a “Loan”) by delivery to the Commission of a duly completed request for funds in the form of Annex 2, irrevocably accepting the main terms thereby indicated pursuant to Article 3(3) (hereinafter a “Request for Funds”).
(2) For the purposes of this Agreement, “Business Day” means a day on which the TARGET2 payment system is open for business. “Availability Period” means the period commencing on the date of entry into force of this Agreement and ending on (and including) the date falling on the third anniversary of the date of this Agreement.
(3) A Request for Funds is irrevocable and will not be regarded as having been duly completed unless it at least specifies:
(a) the proposed date of disbursement of the requested Loan (the “Disbursement Date”) which must be (i) a Business Day, and (ii) a day (other than a Saturday or Sunday) when banks are open for general business in the capital city of each Lender, and (iii) a day which falls during the Availability Period, and (iv) a day not earlier than the fifteenth Business Day after the date of the Request for Funds; notwithstanding the foregoing, point (iv) does not apply to the first Loan;
(b) the amount of the Loan requested which must be a minimum amount of Euro one billion;
(c) the requested grace period for such Loan, if any, during which no repayments of principal have to be made by the Borrower and which may not exceed a period of three years from the Disbursement Date (the “Grace Period”);
(d) the term of the requested Loan which may not exceed five years from the Disbursement Date of the Loan and the last day of which must be an Interest Payment Date (as defined below) (the “Term”); and
(e) the amortisation schedule, which shall provide that the principal repayments shall be made in quarterly payments of equal principal amount by the Borrower on each Interest Payment Date (as defined below) starting on the first Interest Payment Date following the expiry of the Availability Period or (if later) the end of the relevant Grace Period (if any) and ending on the Interest Payment Date falling at the end of that Loan’s Term.
(4) Following a Request for Funds in respect of the first Loan, the Lenders’ obligation to pay the amount of the Net Participation (as defined in Article 3(6) below) to the Borrower with respect to the first Loan shall be subject to:
(a) the Commission having received a legal opinion satisfactory to the Lenders given by the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance in the form set out in Annex 4. Such legal opinion shall be dated not later than the date of the Request for Funds. The Borrower undertakes to inform the Lenders immediately if, between the date of the legal opinion and the Disbursement Date, any event occurs that would render incorrect any statement made in the legal opinion;
(b) the Commission having received from the Minister of Finance of the Borrower an official document indicating the persons authorised to sign the Requests for Funds (and thus validly commit the Borrower) and containing the specimen signatures of these persons;
(c) the signature of the MoU;
(d) the Commission having received, not later than on the Disbursement Date relating to such Loan, Commitment Confirmations of at least five Lenders comprising at least 2/3 of the Total Commitment (a “Critical Mass of Lenders”);
(e) the Commission having received confirmation from the Lenders (i) that they are satisfied that the conditions to drawdown under this Agreement are satisfied, and (ii) of the terms on which they are willing to make a Loan to the Borrower;
(f) no material adverse change having occurred since the date of this Agreement such as would, in the opinion of the Lenders, after consultation with the Borrower, be likely to prejudice materially the ability of the Borrower to fulfil its payment obligations under this Agreement, i.e. to service the Loan to be funded and to repay it; and
(g) no Event of Default having occurred which is continuing.
(5) Following receipt of a Request for Funds in respect of any subsequent Loan, the Lenders’ obligation to transfer the Net Participation, as defined in Article 3(6) below, of any such subsequent Loan to the Borrower shall be subject to:
(a) the Borrower confirming that no event has occurred that would render incorrect any statement made in the legal opinion received by the Lenders under Article 3(4)(a);
(b) the remaining in place of Commitments from a Critical Mass of Lenders;
(c) the Commission having received confirmation from the Euro Area Member States (other than Greece) that they are satisfied with the compliance by the Borrower with the terms of the MoU and the conditions laid down in the Council decision on the basis of Article 126(9) and 136 TFEU; and
(d) the conditions referred to in Paragraphs (e), (f), and (g) of Article 3(4) above being satisfied.
If the conditions in Article 3(4) (in the case of the first Loan) or Article 3(5) above (in the case of subsequent Loans) are satisfied, the Commission shall notify the Borrower by way of a written notice in the form of Annex 3 setting out the amount and the detailed terms (which may or may not differ to those specified in the corresponding Request for Funds) of the Loan that the Lenders are willing to extend to the Borrower under this Agreement (hereinafter the “Acceptance Notice”). The Borrower and the Committed Lenders, as defined in Article 3(6) below, shall irrevocably be bound by the terms of the Acceptance Notice, unless the terms of the Loan differ from those specified in the Request for Funds, in which case the Borrower and the Committed Lenders shall only be bound by the terms of the Acceptance Notice if the Borrower notifies the Commission in writing of its consent thereto. In the event of the Borrower’s refusal to accept such terms, the Request for Funds and the related Acceptance Notice shall both be cancelled.
(6) If the conditions set out in this Agreement (and in particular Article 3(4) and 3(5) above) have been met, each Lender who has delivered to the Commission a Commitment Confirmation (each such Lender being a “Committed Lender”) shall, not later than on the relevant Disbursement Date, transfer to the credit of the Lenders’ Account its participation in each Loan (the “Participation”) (reduced, for the sole purposes of determining and providing for the payment of the Net Disbursement Amount (as defined in Paragraph (8) below), by the amount of the Service Fee (as defined in Article 5(2) below) calculated by reference to the amount of such Participation pursuant to Article 5(2), the “Net Participation”), as such Participation shall be determined pursuant to the provisions of the Intercreditor Agreement.
For the avoidance of doubt, for all purposes other than for determining and providing for the payment of the Net Disbursement Amount (e.g. for reporting purposes, voting, etc.), only the Participation (not the Net Participation) of the Lenders will be taken into account.
(7) A Committed Lender shall not be required to participate in a Loan if the circumstances in Article 5(7) apply and notwithstanding any measures proposed by the Euro Working Group such Committed Lender can not cover the funding cost of its Commitments under this Agreement.
(8) Provided the ECB shall have received in the Lenders’ Account before 11:00 a.m. Brussels time on the Disbursement Date in relation to a Loan the aggregate of the Net Participations of all Committed Lenders in such Loan (hereinafter referred to as the “Net Disbursement Amount”), the Lenders shall procure that the Commission will instruct the ECB to transfer the Net Disbursement Amount on the Disbursement Date to the euro account of the Borrower’s Agent (SWIFT BIC: BNGRGRAA, IBAN: GR0301000230000000000200659) (Ref.: “Euro Area Stability Support to Greece”), or to such other euro-account as the Borrower’s Agent shall advise in writing to the Commission and the ECB with a copy addressed to the Borrower at the latest two Business Days prior to the Disbursement Date.
If, on the Disbursement Date, the Lenders’ Account has not been credited with the full amount of all the Net Participations of all of the Committed Lenders in respect of such Loan, then:
(a) where the aggregate of the Net Participations effectively received in relation to such Loan represents at least 90% of the aggregate Net Participations of all of the Committed Lenders in relation to such Loan, then, provided that the Borrower consents, the Net Disbursement Amount will be reduced so as to be equal to the aggregate of the Net Participations effectively received by the ECB and the Lenders shall procure that the Commission shall then instruct the ECB to transfer the Net Disbursement Amount as so reduced to the Borrower in the manner specified above. Conversely, if the Borrower refuses to receive such lower amount in respect of the Loan the Commission shall not instruct the ECB to transfer such funds (which shall forthwith be returned to the Committed Lenders concerned with no delay) and the Request for Funds and the related Acceptance Notice shall be cancelled automatically. If any part of the shortfall in Net Participations is in fact received within 2 Business Days of the scheduled Disbursement Date then the Commission shall consult with the Borrower as to whether it wishes to receive a remittance of such funds and in such event the parties shall make such adjustments to the terms of the relevant portion of the Loan as are necessary to take into account the late receipt of such funds. Any funds received outside this period of 2 Business Days shall be returned by the Commission to the relevant Lender(s); or
(b) where the aggregate of the Net Participations effectively received in relation to such Loan is lower than 90% of the aggregate Net Participations of all the Committed Lenders in respect of such Loan then the Commission shall not instruct the ECB to transfer to the Borrower the corresponding funds (and the same will remain credited to the Lenders’ Account) until the Commission has received further instruction from the Lenders to do so and the Borrower has notified the Commission in writing of its consent to receive the funds. In the event that:
(i) either the Lenders have instructed the Commission not to further proceed with the disbursement; or the Lenders have failed to give instructions to the Commission within two Business Days following the Disbursement Date, or
(ii) either the Borrower has notified the Commission of its refusal to receive the lower sum or the Borrower has not notified the Commission of its consent to receive the funds within two Bussiness Days following the Disbursement Date,
the Commission shall then instruct the ECB to forthwith return the Net Participations credited to the Lenders Account to the Committed Lenders concerned and the Request for Funds and the related Acceptance Notice shall be cancelled; and
(c) any adjustments under Points (a) and (b) shall be without prejudice to the Borrower’s rights against the Committed Lenders which failed to fund their portion of a Loan.
(9) The disbursement of a Loan shall under no circumstances commit any of the parties to proceed with the lending and borrowing of any further Loan.
(10) The Borrower’s right to request Loans under this Agreement expires at the end of the Availability Period, following which any undisbursed amount of the Facility shall be considered as immediately cancelled.
4. REPRESENTATIONS, WARRANTIES AND UNDER-TAKINGS
The Borrower represents and warrants to the Lenders on the date of this Agreement and on each Interest Payment Date that:
(a) each Loan shall constitute an unsecured, direct, unconditional, unsubordinated and general obligation of the Borrower and will rank at least pari passu with all other present and future unsecured and unsubordinated loans and obligations of the Borrower arising from its present or future Relevant Indebtedness as defined in Article 8(1)(g) below; and
(b) the legal opinion of the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance provided in accordance with Article 3(4)(a) is accurate and correct.
The Borrower confirms having received a copy of the Intercreditor Agreement and acknowledges that it is aware of and understands its terms. In the event of any modification to the Intercreditor Agreement the Lenders shall supply the revised terms thereof to the Borrower for its acknowledgement.
The Borrower undertakes, until such time as all principal under this Agreement has been fully reimbursed and all interest and additional amounts, if any, due under this Agreement have been fully paid:
(a) with the exception of those encumbrances enumerated in paragraphs(1) to (6) below:
(i) not to secure by mortgage, pledge or any other encumbrance upon its own assets or revenues any present or future Relevant Indebtedness and any guarantee or indemnity given in respect thereof, unless the Loans at the same time shares pari passu and pro rata in such security; and
(ii) not to grant to any other creditor or holder of its sovereign debt any priority over the Lenders.
The grant of the following encumbrances shall not constitute a breach of this Article:
(1) encumbrances upon any property incurred to secure the purchase price of such property and any renewal or extension of any such encumbrance which is limited to the original property covered thereby and which secures any renewal or extension of the original secured financing; and
(2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Borrower; and
(3) encumbrances securing or providing for the payment of Relevant Indebtedness incurred exclusively in order to provide financing for a specific investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and
(4) any other encumbrances in existence on the date of the signing of this Agreement, provided that such encumbrances remain confined to the properties presently affected thereby and properties which become affected by such encumbrances under contracts in effect on the date of the signing of this Agreement and provided further that such encumbrances secure or provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and
(5) all other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the Borrower; and
(6) encumbrances granted or consented to in relation to a securitization of State assets where the transaction involves (a) (i) the sale, transfer or assignment of State assets to a special purpose company or similar entity or (ii) the grant by the Borrower of security over State assets, where (b) such State assets are used in either case to back or to secure a public issuance of bonds by such special purpose company or similar entity and where the recourse of investors in respect of such bonds is limited to the revenue generated by or the realizable value of such State assets and (c) provided that the terms of such securitization and the use of the proceeds of such transaction are consistent with the policy conditions of the MoU and accounted for in national accounts in line with ESA 95 principles and Eurostat guidance on securitisations operations undertaken by governments.
As used in this Article, “financing for a specific investment project” means any financing of the acquisition, construction or development of any properties in connection with a project if the providing entity for such financing expressly agrees to look to the properties financed and the revenues to be generated by the operation of, or loss or damage to, such properties as the principal source of repayment for the moneys advanced.
(b) to utilise the Net Disbursement Amounts consistently with the Council decision on the basis of Article 126(9) and 136 TFEU as in force at the relevant time and in accordance with the MoU.
(c) to only repay the Loans advanced under this Agreement in accordance with the terms of this Agreement on a pro rata and pari passu basis to each Committed Lender via payments to the Lenders’ Account maintained at the ECB and not to deal on a bilateral or preferential basis with individual Lenders in respect of the Loans made under this Agreement;
(d) to obtain and maintain in full force and effect all authorisations necessary for it to comply with its obligations under this Agreement; and
(e) to comply in all respects with applicable laws which might affect its ability to perform this Agreement.
5. INTEREST, COSTS AND EXPENSES
(1) Subject to Article 5(7) below, in respect of each outstanding Loan, the Borrower shall pay on each Interest Payment Date interest having accrued on such Loan during the Interest Period ending on such date, at a rate per annum (the “Interest Rate”) equal to the aggregate of:
(a) the then applicable three-month EURIBOR determined in accordance with Annex 5, or (i) in respect of periods which are equal to or exceed one week and are less than three months, the relevant EURIBOR rate determined (using the EURIBOR rate for the next longest period for which such rates are available) and (ii) in respect of periods of less than one week the applicable EONIA rate for each day with daily capitalisation; and
(b) a margin equal to:
(i) 300 basis points, in respect of any Interest Periods commencing on or after the Disbursement Date of a Loan up to and including the Interest Period ending on the third anniversary of such Disbursement Date or, if this is not an Interest Payment Date, the first Interest Payment Date after the third anniversary of such Disbursement Date; and
(ii) 400 basis points in respect of any subsequent Interest Periods.
For the purposes of this Agreement:
“Interest Payment Date” means, in relation to any Loan, any and each of 15 March, 15 June, 15 September and 15 December in each year and the final date of repayment of such Loan if it becomes repayable prior to the end of its scheduled Term; and
“Interest Period” means, in relation to a Loan, each three month period commencing on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date, except for (i) the first Interest Period in respect of such Loan which shall commence on (and include) the Disbursement Date thereof and end on (but exclude) the first Interest Payment Date following such Disbursement Date and (ii) any broken interest period in the event that a Loan is accelerated or otherwise repaid on a date other than the last day of its scheduled Term.
(2) In order to cover operational costs, the Borrower shall pay to each of the Committed Lenders a non-refundable up-front service fee equal to 50 basis points (the “Service Fee”) to be calculated on the principal amount of the Participation of each such Committed Lender in each Loan which shall be deducted from each Loan to be disbursed to the Borrower. In the event of any re-allocation of Participations amongst Lenders such Service Fee shall be re-allocated between the Lenders participating in the relevant Loan in accordance with the terms of the Intercreditor Agreement.
(3) The Commission shall inform the Borrower and the Lenders two Business Days before the first day of the relevant Interest Period of the details of the interest calculation for such Interest Period. The EURIBOR setting and the day count convention shall be determined by the Commission in accordance with Annex 5.
(4) The Borrower shall pay the amount of interest due to the Lenders Account referred to in Article 7(3) on the relevant Interest Payment Date and under the conditions as notified to it by the Commission. Interest on a Loan shall accrue from the date on which the respective amounts are transferred to the account at the Borrower’s Agent until the date on which the respective repayment are irrevocably credited to the Lenders Account.
(5) If the Borrower fails to pay any sum payable under this Agreement on its due date, the Borrower shall pay in addition default interest on such sum (or, as the case may be, the amount thereof for the time being due and unpaid) to the Lenders from the due date to the date of actual payment in full, calculated by reference to successive interest periods (each of such length as the Lenders may from time to time select, the first period beginning on the relevant due date and, wherever possible, the length of such period shall be that of one week) at a rate per annum on such overdue amount which is 200 basis points over the Interest Rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan.
So long as the failure to pay continues, such rate shall be refixed in accordance with the provisions of this Article 5(5) on the last day of each such interest period and unpaid interest under this Article concerning previous interest periods shall be added to the amount of interest due at the end of each such interest period. The default interest shall be due and payable from time to time on demand by the Commission.
(6) The Borrower undertakes to pay to the Lenders or the Commission all additional interest and all costs and expenses, including legal fees, incurred and payable by the Lenders or the Commission as a result of a breach of any obligation under this Agreement by the Borrower.
(7) If a Lender encounters higher funding costs than those applicable to the Borrower under this Agreement such Lender may inform the other Lenders and the Commission (through the Euro Working Group Chairman) and the Euro Working Group shall take a decision in line with the Intercreditor Agreement and inform the Borrower accordingly.
6. REPAYMENT, EARLY REPAYMENT, MANDATORY REPAYMENT AND CANCELLATION
(1) The Borrower shall repay the principal amount of each Loan on the date(s) (each of which must be an Interest Payment Date) and under the conditions notified to it by the Commission in the relevant Acceptance Notice and related documentation.
(2) The Borrower may, if it gives the Lenders not less than one month’s prior written notice and subject to the agreement by the Lenders, prepay the whole or part of any Loan (provided that any prepayment in part shall be of not less than Euro one billion) on an Interest Payment Date.
(3) If more than one Loan is outstanding, the prepayment shall be applied pari passu amongst all Loans regardless of their date of maturity, unless the reallocation in accordance with Article 6 of the Intercreditor Agreement has been executed and completed, in which case the Borrower may select which Loan or Loans any prepayment shall be applied against.
(4) The following restrictions shall apply:
(a) the notice of prepayment shall be irrevocable and shall specify the amount and the date upon which the prepayment is to be made, which must be an Interest Payment Date; and
(b) any prepayment shall be made together with accrued interest on the amount prepaid and subject to the Borrower indemnifying Lenders in respect of any costs, expenses or fees they suffer (including broken funding and broken hedging costs) as a consequence of such prepayment. Accrued interest shall be payable at the Interest Rate determined for the relevant period; and
(c) any partial prepayment shall be applied (after paying any accrued interest, fees or other amounts due in respect of the amount being prepaid) to the scheduled capital repayment amounts pro rata; and
(d) any amount which is voluntarily prepaid cannot be re-borrowed.
(5) The Borrower may cancel, on not less than two weeks’ prior written notice, the whole or any part (being a minimum of Euro one hundred million) of the undrawn amount of the Facility.
(a) the Court of Justice of the European Union in a final decision decides that this Agreement or the making of the Loans violates European Union law and such violation cannot be remedied then the Facility as a whole (i.e. the Commitments of all of the Lenders hereunder) shall immediately and irrevocably be cancelled but this shall not give rise to an acceleration of any outstanding Loans; or
(b) a constitutional court of a Lender or other court with competent jurisdiction in relation to such Lender decides in a final judgment that this Agreement or a Loan is violating the constitution of the Lender and such violation cannot be remedied, then the Commitment of the relevant Lender only shall immediately and irrevocably be cancelled but this shall not give rise to an acceleration of any outstanding Loans.
(7) If financing granted to the Borrower under the IMF Stand-by Arrangement is repaid in advance in whole or in part on a voluntary or mandatory basis a proportional amount of the Loans made under this Agreement shall, unless the Lenders acting unanimously agree otherwise, become immediately due and repayable in an amount based on the initial ratio between the Loans made under this Agreement to financing made under the IMF Stand-by Arrangement.
(1) All payments to be made by the Borrower shall be paid without set-off or counterclaim, free and clear of, and without deduction for and on account of, any taxes, commissions and any other charges for the entire term of this Agreement.
(2) The Borrower declares that all payments and transfers under this Agreement, as well as the Agreement itself, are not subject to any tax or any other impost in the country of the Borrower and shall not be so subject for the entire term of this Agreement. If nevertheless the Borrower is required by law to make any such deductions, the Borrower shall pay the requisite additional amounts so that the Lenders receive in full the amounts specified by this Agreement.
(3) All payments by the Borrower shall be made via SWIFT message MT202 in TARGET2 on the value date before 11:00 a.m. Brussels time to the TARGET2 participant SWIFT-BIC: ECBFDEFFBAC, in favour of account number 4050992001, account name “Pooled bilateral loans EC/Lenders” with ref.: “Euro Area Stability Support to Greece”, or to such other account as the Commission may instruct the Borrower and the Borrower’s Agent by written notice at least two Business Days before the relevant Interest Payment Date (the “Lenders’ Account”).
(4) The Commission shall on behalf of the Lenders advise the Borrower and the Borrower’s Agent at least fifteen calendar days prior to each Interest Payment Date of the amount of principal and interest due and payable on such date and of the details (interest rate, interest period) on which the interest calculation is based.
(5) The Borrower shall send to the Lenders and ECB a copy of its payment instructions sent to the Borrower’s Agent at least two Business Days prior to the relevant Interest Payment Date.
(6) If the Borrower shall pay an amount in relation to any of the Loans which is less than the total amount due and payable under this Agreement, the Borrower hereby waives any rights it may have to make any appropriation of the amount so paid as to the amounts due.
The amount so paid under a Loan shall be applied in or towards satisfaction of payments due under such Loan in the following sequence:
(a) first against any fees, expenses and indemnities;
(b) second against any interest for late payments as determined under Article 5(5);
(c) third against interest; and
(d) fourth against principal,
provided that these amounts are due or overdue for payment on that date.
(7) Any calculation and determination by the Commission under this Agreement:
(a) shall be made in a commercially reasonable manner; and
(b) shall, absent manifest error, be binding on all Lenders and the Borrower.
(8) Where a payment falls to be made under this Agreement on a day which is not a Business Day, such payment will instead be made on the immediately preceding Business Day.
8. EVENTS OF DEFAULT
(1) The Lenders, may, by written notice (served by the Commission acting on their behalf) (and acting in accordance with the terms of the Intercreditor Agreement) to the Borrower cancel the Facility and/or declare the outstanding principal amount of the Loans to be immediately due and payable, together with accrued interest, if:
(a) the Borrower shall fail to pay any amount of principal or interest under any Loan or any other amounts due under this Agreement on its due date, whether in whole or in part, in the manner as agreed in this Agreement, in respect of any Loan and such default shall continue for a period of thirty calendar days (in relation to a failure to pay any interest amount or any other amount with the exception of principal) or seven calendar days (in relation to a failure to pay any principal amount) after written notice thereof shall have been given to the Borrower by the Lenders; or
(b) the Borrower or its agencies shall default in the performance of any obligation under this Agreement (including the obligation set out in Article 1(3) to apply Loans in accordance with the terms of the MoU but excluding any other obligations under the MoU), and such default shall continue for a period of one month after written notice thereof shall have been given to the Borrower by the Lenders; or
(c) the Borrower’s obligations under this Agreement are declared by a court of competent jurisdiction not to be binding on or enforceable against the Borrower or are declared by a court of competent jurisdiction to be illegal; or
(d) (i) it has been established that in relation to this Agreement or the MoU, the Borrower or the Borrower’s Agent has engaged in any illegal activity, or any other actions detrimental to the Lenders or (ii) any representation or warranty made by the Borrower or the Borrower’s Agent under this Agreement is inaccurate, untrue or misleading; or
(e) Relevant Indebtedness of the Borrower having an aggregate principal amount in excess of Euro 250 million is the subject of a declaration of default as defined in any instrument governing or evidencing such indebtedness and as a result of such a declaration of default there is an acceleration of such indebtedness or a de facto moratorium on payments; or
(f) the Borrower does not make timely repurchases from the IMF in relation to the IMF Stand-by Arrangement; or
(g) the Borrower does not generally pay its Relevant Indebtedness as it falls due or declares or imposes a moratorium on the payment of the Relevant Indebtedness of the Borrower or of Relevant Indebtedness assumed or guaranteed by it.
For the purposes of the foregoing, “Relevant Indebtedness” means External Indebtedness and Public Internal Indebtedness.
“External Indebtedness” means all indebtedness of the Borrower or the Borrower’s Agent (i) which is denominated or payable in a currency other than the lawful currency of the Borrower and (ii) which was not originally incurred or assumed under an agreement or instrument made with or issued to creditors substantially all of who are residents of Greece or entities having their head office or principal place of business with the territory of Greece.
“Public Internal Indebtedness” means all indebtedness of the Borrower which (i) is denominated in the lawful currency of the Borrower, (ii) is in the form of or represented by bonds, notes or other securities or any guarantee thereof and (iii) is or may be quoted or listed or ordinarily purchased and sold on any stock exchange, automated trading system, over the counter or other securities market.
(2) The Lenders may, but are not obliged to, exercise their rights under this Article and may also exercise them only in part without prejudice to the future exercise of such rights. In relation to such rights they shall act in accordance with the terms of the Intercreditor Agreement.
(3) The Borrower shall reimburse all costs, expenses, fees and loss of interest incurred and payable by the Lenders or the Commission as a consequence of an early repayment of any Loan under this Article. The loss of interest is the difference (if it is a positive amount) between the interest rate of the Loan and the interest received from the reinvestment of the amounts repaid early, for the period between the date of the early repayment and the date on which the Loan matures or can be terminated by the Lenders. In addition, the Borrower shall pay default interest, as provided in Article 5(5) above, which shall accrue as from the date when the outstanding principal amount of the Loan has been declared immediately due and payable, until the date of actual payment in full.
9. INFORMATION UNDERTAKINGS
(1) The Borrower shall supply to the Commission for distribution to the Lenders:
(a) all documents dispatched by the Borrower to its creditors generally at the same time as they are dispatched;
(b) a regular report on the progress made in fulfilment of the terms of the MoU;
(c) promptly, such further information regarding its fiscal and economic condition, as any Lender or the Commission may reasonably request; and
(d) any information pertaining to any event which could reasonably be expected to cause an Event of Default to occur (and the steps, if any, being taken to remedy it).
(2) The Borrower undertakes to inform the Lenders and the Commission promptly if any event occurs that would render incorrect any statement made in the Borrower’s legal opinion referred to in Article 3(4) above.
10. UNDERTAKINGS RELATING TO INSPECTIONS, FRAUD PREVENTION AND AUDITS
The Lenders (in accordance with the instructions of the Euro Area Member States (other than Greece)) shall be entitled to monitor the Borrower’s compliance with its obligations hereunder and under the MoU and for this purpose the Lenders will be represented by the Commission and in this connection:
(a) The Commission shall have the right to send its own agents or duly authorised representatives to carry out any technical or financial controls or audits that the Commission considers necessary in relation to the management of the Loan.
(b) The Borrower and the Borrower’s Agent shall supply relevant information and documents which may be requested for the purpose of such assessments, controls or audits, and take all suitable measures to facilitate the work of persons instructed to carry them out. The Borrower and the Borrower’s Agent undertake to give to the persons referred to in sub-paragraph (a) access to sites and premises where the relevant information and documents are kept.
(c) The Borrower and the Borrower’s Agent shall ensure investigation and satisfactory treatment of any suspected and actual cases of fraud, corruption or any other illegal activity in relation to the management of the stability support. All such cases as well as measures related thereto taken by national competent authorities shall be reported to the Commission without delay.
(1) All notices in relation to this Agreement shall be validly given if in writing and sent to the addressees listed in Annex 7. Each party will update addressees and notify it to the other parties hereto upon the same being amended from time to time.
(2) All notices shall be given by registered mail. In case of urgency, they can be given by fax, SWIFT message or by hand-delivered letter to the addressees above mentioned and confirmed by registered mail without undue delay. Notices become effective with the actual receipt of the fax, the SWIFT message or the letter.
(3) All documents, information and materials to be furnished under this Agreement shall be in the English language.
(4) Each party to this Agreement will notify to the others the list and specimen signatures of the persons authorised to act on its behalf under this Agreement, promptly upon its signature of this Agreement. Likewise, each party will update such list and notify it to the other parties hereto upon the same being amended from time to time.
(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 in any way 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 and the Annexes to this Agreement form an integral part of this Agreement.
(3) A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or benefit from any term of this Agreement.
(4) In the event that the Commission has any queries or questions regarding amounts which may be due or unsettled between the Lenders it may refer such issues to the Euro Area Working Group with a view to achieving an amicable resolution of issues between Lenders (acting in accordance with the directions of the Euro Area Member States (other than Greece).
13. ASSIGNMENT AND TRANSFER
(1) Any assignment and transfer of a Lender’s rights and obligations which is permitted under Article 2 shall take effect as follows: the former Lender, the new Lender and the other Lenders shall enter into an assignment agreement in the form of Annex 6 (an “Assignment Agreement”) and on the date when this is executed by all of these parties and subject to payment of the relevant amounts due in respect of such assignment and transfer: (i) the existing Lender shall assign absolutely its rights in respect of the Loans and the Agreement expressed to be assigned under the Assignment Agreement; (ii) the existing Lender shall be released by the Borrower and the other Lenders from its obligations under this Agreement in respect of the portion of the Loans being assigned and expressed to be the subject of the Assignment Agreement (the “Relevant Obligations”); and (iii) the new Lender shall assume to the Borrower and the other Lenders obligations equivalent to the Relevant Obligations and (if it is not already a Lender) shall become a party to this Agreement as a Lender. A copy of each Assignment Agreement shall be promptly supplied to the Commission and the Lenders shall notify the Borrower promptly of each such Assignment Agreement and the assignment effected thereunder.
(2) Notwithstanding Article 13(1) above, any assignment and transfer of a Lender’s rights and obligations under Article 2(4)(b) shall take effect without any need for the prior written consent of all Lenders but the former Lender will promptly notify the other Lenders and the Commission of such assignment and/or transfer.
14. 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) The parties undertake to submit any dispute which may arise relating to the legality, validity, interpretation or performance of this Agreement to the exclusive jurisdiction of the Court of Justice of the European Union.
(3) Judgements of the Court of Justice of the European Union shall be fully binding on and enforceable by the parties.
(4) The Lenders may enforce any judgement obtained from the Court of Justice of the European Union, or other rights against the Borrower in the courts of the country of the Borrower.
(5) The Borrower hereby irrevocably and unconditionally waives all immunity to which it is or may become entitled, in respect of itself or its assets, from legal proceedings in relation to this Agreement, including, without limitation, immunity from suit, judgement or other order, from attachment, arrest or injunction prior to judgement, and from execution and enforcement against its assets to the extent not prohibited by mandatory law.
15. ENTRY INTO FORCE
(1) Following its signature by all parties, this Agreement shall enter into force on the date on which:
(a) the Lenders have received the official notification in the form of the Legal Opinion by the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance in the form of Annex 4 that this Agreement has been duly executed on behalf of the Borrower and all of the Borrower’s obligations in relation to this Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same; and
(b) the Commission has received Commitment Confirmations from a Critical Mass of Lenders,
on which date this Agreement shall enter into effect and be binding on and between the Borrower and those Lenders which have provided such Commitment Confirmations.
This Agreement shall enter into force and become binding upon and between the Borrower, the Committed Lenders and each remaining Lender with effect from each date when the Commission receives the Commitment Confirmation of such Lender.
A “Commitment Confirmation” means a written confirmation (in accordance with Annex 4 to the Intercreditor Agreement) by a Lender to the Commission that under its national laws it is duly authorised to participate as a Lender under this Agreement.
(2) It is acknowledged and agreed that the Commitment Confirmation of a Lender may be of provisional application in accordance with the national laws and legislation of the relevant Member State. If under applicable national laws the provisional authorisation is revoked, terminated or expires then the Commitment of the relevant Lender shall be revoked and cancelled with respect to future disbursements of Loans but this shall not give rise to any acceleration of any Loan already disbursed by such Lender under this Agreement.
16. 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.
The Commission shall promptly after the signature of this Agreement supply conformed copies of the Agreement to each of the parties.
The Annexes to this Agreement shall constitute an integral part hereof:
1. List of the Lenders;
2. Form of Request for Funds;
3. Form of Acceptance Notice;
4. Form of Legal Opinion;
5. EURIBOR Setting Rules;
6. Form of Assignment Agreement; and
7. List of Contacts.
Done in Brussels on 8 May 2010 and in Athens 8 May 2010.
Minister of Finance
|The following Euro Area Member States
KINGDOM OF BELGIUM, IRELAND, KINGDOM OF SPAIN, FRENCH REPUBLIC, ITALIAN REPUBLIC, REPUBLIC OF CYPRUS, GRAND DUCHY OF LUXEMBOURG, REPUBLIC OF MALTA, KINGDOM OF THE NETHERLANDS, REPUBLIC OF AUSTRIA, PORTUGUESE REPUBLIC, REPUBLIC OF SLOVENIA, SLOVAK REPUBLIC and REPUBLIC OF FINLAND
|BANK OF GREECE
as the Borrower’s Agent
Governor of the Bank of Greece
acting in the public interest, subject to the instructions of and with the benefit of the guarantee of the
Federal Republic of Germany
Dr. Günther Bräunig
Member of the Managing Board
Dr. Frank Czichowski
LIST OF THE LENDERS
|Kingdom of Belgium||2.860.942.462,10|
|Kingdom of Spain||9.794.387.452,71|
|Republic of Cyprus||161.470.573,49|
|Grand Duchy of Luxembourg||206.054.851,64|
|Republic of Malta||74.543.025,89|
|Kingdom of the Netherlands||4.703.995.187,73|
|Republic of Austria||2.290.192.933,16|
|Republic of Slovenia||387.812.451,16|
|Republic of Finland||1.478.947.787,45|
|KfW acting in the public interest, subject to the instructions of and with the benefit of the guarantee of the Federal Republic of Germany||22.336.133.611,30|
FORM OF REQUEST FOR FUNDS
By fax followed by registered mail:
Copy to the European Central Bank
Copy to the Bank of Greece
Subject: Euro Area Stability Support
Request for Funds for the [•] Loan
We refer to the Loan Facility Agreement made between the Euro Area Member States (other than the Federal Republic of Germany and the Hellenic Republic) and KfW as Lenders and the Hellenic Republic as Borrower signed on [•] (the “Agreement”). Terms defined in the Agreement shall have the same meaning herein.
1. We hereby irrevocably request that a Loan be disbursed under and in accordance with the Agreement upon the following terms:
(a) Principal amount of the Loan to be EUR .
(b) The Net Disbursement Amount of the Loan to be EUR .
(c) The Disbursement Date for the Loan shall be: .
(d) The Loan shall have [no Grace Period] [a Grace Period of .
(e) The Term of the Loan shall be  years.
(f) The scheduled principal repayments of the Loan shall be:
|Date (years)||Scheduled Principal Repayments (€)|
2. We acknowledge and agree that:
(a) The list of authorised signatories sent on behalf of the Borrower by the Minister of Finance on  remains valid and applicable.
(b) No event has occurred that would render incorrect any statement made in the legal opinion issued by the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance dated .
(c) No Event of Default has occurred.
FORM OF ACCEPTANCE NOTICE
ECONOMIC AND FINANCIAL AFFAIRS
Finance, coordination with EIB group, EBRD and IFI’s
By fax followed by registered mail:
[Insert Borrower’s contact details]
Copy to the European Central Bank
Copy to the Bank of Greece
Subject: Euro Area Stability Support
Acceptance Notice for the [•] Loan
We refer to: (i)the Loan Facility Agreement between the Euro Area Member States (other than the Federal Republic of Germany and the Hellenic Republic) and KfW as Lenders and the Hellenic Republic as Borrower signed on [date] (the “Agreement”); and (ii) the Request for Funds notified to the Commission by the Hellenic Republic on [date]. Terms defined in the Agreement shall have the same meaning herein.
We hereby confirm the financial terms applicable to the Loan requested by the Hellenic Republic in the above Request for Funds:
(a) Principal amount of the Loan to be EUR .
(b) The Net Disbursement Amount of the Loan to be EUR .
(c) The Disbursement Date for the Loan shall be: .
(d) The Loan shall have [no Grace Period] [a Grace Period of .
(e) The Term of the Loan shall be  years.
(f) The scheduled principal repayments of the Loan shall be:
|Date (years)||Scheduled Principal Repayments (€)|
(g) the Lenders in respect of this Loan comprise:
[ ], [ ], [ ], and [ ]
FORM OF LEGAL OPINION
(official letterhead of the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance)
To: European Commission
Re: Loan Facility Agreement between certain Euro Area Member States and KfW (as Lenders) and the Hellenic Republic (as Borrower) and the Bank of Greece (as the Borrower’s Agent) signed on [•] 2010
In our capacity as the Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance, we refer to the above referenced Loan Facility Agreement and its Annexes which constitute an integral part thereof (hereinafter together referred to as the “Agreement”) entered into between, amongs others, certain Euro Area Member States and KfW (hereinafter referred to as the “Lenders”) and the Hellenic Republic (hereinafter referred to as the “Borrower”) on [•]. I also refer to the the Memorandum of Economic and Financial Policies, the Memorandum of Understanding on Specific Economic Policy Conditionality and the Technical Memorandum of Understanding (hereinafter referred to together as the “MoU”).
We warrant that we are fully competent to issue this legal opinion in connection with the Agreement on behalf of the Borrower.
We have examined originals of the Agreement and of the MoU. We have also examined the relevant provisions of national and international law applicable to the Borrower and the Borrower’s Agent, the powers of signatories and such other documents as we have deemed necessary or appropriate. Furthermore, we have made such other investigations and reviewed such matters of law as we have considered relevant to the opinion expressed herein.
We have assumed (i) the genuineness of all signatures (except the Borrower and the Borrower’s Agent) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each party other than the Borrower and the Borrower’s Agent and (iii) the validity, binding effect and enforceability of the Agreement on each party under the laws of England.
Terms used and not defined in this opinion shall have the meaning set out in the Agreement in the MoU.
This opinion is limited to Hellenic law as it stands at the date of this opinion.
Subject to the foregoing, we are of the opinion that:
1. With respect to the laws, regulations and legally binding decisions currently in force in the Hellenic Republic, the Borrower is by the execution of the Agreement and the MoU by [insert name], Minister of Finance, validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the advance of Loans are fully valid.
2. The Borrower’s execution, delivery and performance of the Agreement and the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable regulation or ruling of any competent authority or any agreement or Treaty binding on it.
3. Nothing in this Agreement contravenes or limits the rights of the Borrower to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement.
4. The Agreement and the MoU are in proper legal form under Hellenic laws for enforcement against the Borrower and the Borrower’s Agent. The enforcement of the Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Borrower.
5. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement and the MoU that they be filed, recorded, or enrolled with any court or authority in the Hellenic Republic.
6. No taxes, duties, fees or other charges imposed by the Hellenic Republic or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement.
7. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement.
8. The signature of the Agreement and the MoU by [insert name], Governor of the Bank of Greece legally and validly binds the Borrower’s Agent.
9. The choice of English law as governing law for the Agreement is a valid choice of law binding the Borrower in accordance with Hellenic law.
10. The Borrower has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Court of Justice of the European Union in connection with the Agreement and any judgement of this court would be conclusive and enforceable in the Hellenic Republic.
11. Neither the Borrower nor any of its property are immune on the grounds of sovereignty or otherwise from jurisdiction, attachment — whether before or after judgement — or execution in respect of any action or proceeding relating to the Agreement.
12. The execution of the Agreement and the MoU has been made upon the provisions of [insert appropriate reference to national law].
13. The Agreement and the MoU have been validly ratified in accordance with provisions of [insert appropriate reference to national law].
14. In conclusion, the Agreement and the MoU have been duly executed on behalf of the Borrower and all the Borrower’s obligations in relation to the Agreement and the MoU are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same.
Legal Advisor to the State at the Ministry of Justice, Transparency and Human Rights and the Legal Advisor to the State at the Ministry of Finance
EURIBOR SETTING RULES
1. The EURIBOR for each Interest Period in respect of a Loan shall be fixed by the Commission in accordance with the following stipulations:
(1) the EURIBOR for the Interest Period shall be expressed as an annual interest rate. It shall correspond to the reference interest rate determined in accordance with points (2) to (4);
(2) on the second-last Business Day before the Disbursement Date and each Interest Payment Date (hereinafter referred to as the “Interest Determination Date”), the Commission, referring to the EURIBOR for three-month EUR deposits as quoted by the European Banking Federation on the Reuters 3000 XTRA monitor page EURIBOR 01 at, or around, 11 a.m. (Brussels time), shall determine the reference interest rate for the Interest Period following the respective Interest Determination Date;
(3) in the event of the Reuters 3000 XTRA monitor page EURIBOR 01 not publishing the EURIBOR on an Interest Determination Date as per point (2), the Commission shall, by analogy to the procedure under point (2), determine the reference interest rate as the EURIBOR, referring to a succeeding, or alternative page with corresponding information; and
(4) if, on an Interest Determination Date, no EURIBOR reference interest rates are quoted as described under points (2) and (3), the reference interest rate for the next interest period shall correspond to the three month EUREPO reference rate plus 25 basis points as published by the European Banking Federation on the Reuters 3000 XTRA monitor page EUREPO at or around 11 a.m. (Brussels time). If none of these interest rates are quoted as described, the reference interest rate for the next Interest Period shall correspond to the Lenders’ actual financing costs.
2. The interest to be paid on the Loan shall be calculated by determining the amount to be paid on the outstanding principal amount according to the applicable Interest Rate, multiplying this result by the actual number of days in the respective Interest Period and then dividing by 360 days.
FORM OF ASSIGNMENT AGREEMENT
EUR 80 000 000 000 Loan Facility Agreement dated [ ] (the “Agreement”)
1. We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.
2. We refer to Article 13 (Assignment and Transfer) of the Agreement:
(a) The Existing Lender(s) assign(s) absolutely to the New Lender(s) all the rights of the Existing Lender(s) under the Agreement and the Loans which relate to that portion of the Existing Lender’s/Lenders’ Commitments and Participations in Loans under the Agreement as are specified in the Schedule.
(b) Each Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and Participations in Loans under the Agreement specified in the Schedule.
(c) The New Lender(s) become(s) a party to the Agreement as a Lender and is/are bound by obligations equivalent to those from which the Existing Lender(s) is/are released under paragraph (b) above.
3. The proposed transfer date is [ ].
4. This Assignment Agreement shall upon delivery to the Borrower constitute notice of assignment to the Borrower.
5. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.
6. This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
7. This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.
TO THE ASSIGNMENT AGREEMENT
Rights to be assigned and obligations to be released and undertaken
[insert relevant details]
|[Existing Lender(s) ]
|[New Lender(s) ]
This Assignment Agreement is counter-signed by each of the other Lenders and the transfer date is confirmed as [•].
Signature of this Assignment Agreement by the Lenders constitutes confirmation by each of them of receipt of notice of the assignments referred to herein. A copy of this Assignment Agreement shall be supplied to the Commission promptly.
LIST OF CONTACTS
For the Lenders and Commission:
Directorate General Economic and Financial Affairs —
Unit L-4 “Lending, Borrowing, Accounting and Back Office”
Attention: Head of Unit
Fax: + 352 4301 33459
SWIFT BIC: EUCOLULL
With copy to the ECB:
European Central Bank
60311 Frankfurt am Main, Germany
Attention: Head of Financial Operations Services Division
Fax: + 49 69 1344 6171
SWIFT BIC: ECBFDEFFBAC
For the Borrower:
Ministry of Finance
General Accounting Office
37, E. Venizelos str.
101 65 Athens, Greece
Attention: 23rd Division
Fax: + 30 210 3338205
With copy to the Borrower’s Agent:
Bank of Greece
21, E. Venizelos str.
102 50 Athens, Greece
Attention: Government Financial Operations & Accounts Department
Government Accounts Section
Fax: + 30 210 3221007
SWIFT BIC: BNGRGRAA
related to: PREAMBLE …(6) Measures concerning the coordination and surveillance of the budgetary discipline of Greece and setting out economic policy guidelines for Greece will be defined in a Council decision on the basis of Article 126(9) and 136 of the Treaty on the Functioning of the European Union (the “TFEU”):
(ex Article 104 TEC)
9. If a Member State persists in failing to put into practice the recommendations of the Council, the Council may decide to give notice to the Member State to take, within a specified time limit, measures for the deficit reduction which is judged necessary by the Council in order to remedy the situation.
1. In order to ensure the proper functioning of economic and monetary union, and in accordance with the relevant provisions of the Treaties, the Council shall, in accordance with the relevant procedure from among those referred to in Articles 121 and 126, with the exception of the procedure set out in Article 126(14), adopt measures specific to those Member States whose currency is the euro:
(a) to strengthen the coordination and surveillance of their budgetary discipline;
(b) to set out economic policy guidelines for them, while ensuring that they are compatible with those adopted for the whole of the Union and are kept under surveillance.
2. For those measures set out in paragraph 1, only members of the Council representing Member States whose currency is the euro shall take part in the vote.
A qualified majority of the said members shall be defined in accordance with Article 238(3)(a).