einige Details zu ZypernBonds aus 2011 // mit knackiger pari passu clause // achtung CAC

Republic of Cyprus
acting through the Ministry of Finance
€9,000,000,000
Euro Medium Term Note Programme


19. GOVERNING LAW AND JURISDICTION

(a) Governing Law

The Fiscal Agency Agreement, the Notes, the Coupons and the Talons and any non-contractual obligations
arising out of or in connection with them are governed by, and shall be construed in accordance with, English
law.

(b) Jurisdiction

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection
with the Notes, the Coupons or the Talons and accordingly any legal action or proceedings arising out of or in
connection with the Notes, the Coupons or the Talons (“Proceedings”) may be brought in such courts. The
Republic irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in
such courts on the ground of venue or on the ground that the Proceedings have been brought in an
inconvenient forum. This submission is made for the benefit of each of the holders of the Notes, Coupons and
Talons and shall not affect the right of any of them to take Proceedings in any other court of competent
jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings
in any other jurisdiction (whether concurrently or not).

(c) Waiver of Immunity

The Republic irrevocably agrees that, should any Proceedings be taken anywhere (whether for an injunction,
specific performance, damages or otherwise), no immunity (to the extent that it may at any time exist, whether
on the grounds of sovereignty or otherwise) from those Proceedings, from attachment (whether in aid of
execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or
on its behalf of it or with respect to its assets, any such immunity being irrevocably waived. The Republic
irrevocably agrees that it and its assets are, and shall be, subject to such Proceedings, attachment or
execution in respect of its obligations under the Notes, the Coupons and the Talons.
(d) Consent to Enforcement etc.
The Republic irrevocably and generally consents in respect of any Proceedings anywhere to the giving of any
relief or the issue of any process in connection with those Proceedings including, without limitation, the
making, enforcement or execution against any assets whatsoever (irrespective of their use or intended use) of
any order or judgment which may be made or given in those Proceedings.
(e) Limitations
The waivers and consents in paragraphs (c) and (d) above do not apply to the Republic’s title or possession of
property used for the purposes of a diplomatic mission or necessary for the proper functioning of the Republic
as a sovereign state.


3. STATUS

The Notes and Coupons of all Series constitute (subject to Condition 4) direct, unconditional, unsecured and
unsubordinated obligations of the Republic and the full faith and credit of the Republic is pledged for the due
and punctual payment of all amounts payable in respect of the Notes and the Coupons and for the
performance of all other obligations of the Republic pursuant to the Notes and Coupons. The Notes of each
Series shall at all times rank pah passu and without any preference among themselves. The payment
obligations of the Republic under the Notes and the Coupons shall (subject to Condition 4) at all times rank at
least equally with all its other present and future unsecured and unsubordinated indebtedness.

4. NEGATIVE PLEDGE

So long as any Note remains outstanding (as defined in the Fiscal Agency Agreement), the Republic
undertakes that it will not create any Encumbrance (other than a Permitted Encumbrance) upon the whole or
any part of the present or future revenues or assets of the Republic to secure any present or future External
Indebtedness without securing the outstanding Notes equally and rateably with such External Indebtedness,
and the instrument creating any such Encumbrance shall expressly provide therefor.
As used in these Conditions: “Encumbrance” means any mortgage, charge, pledge, lien or other arrangement
creating security other than:
(i) any lien to create a charge to secure obligations of less than a year;
(ii) any lien arising by operation of law; and
(iii) any charge over any asset acquired by the Republic and securing its purchase price (together with
interest and other related charges).
“External Indebtedness” means any (i) indebtedness of the Republic in respect of moneys borrowed or raised
by the Republic and (ii) guarantees or indemnities given by the Republic in respect of indebtedness in respect
of moneys borrowed or raised by others.
“Permitted Encumbrance” means any Encumbrance representing not more than 20 per cent, of the total
assets of the Republic.


11. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER

(a) Meetings of Noteholders

The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders of a Series to
consider any matter affecting their interests, including the modification of the Notes of such Series (including
these Conditions insofar as the same may apply to such Notes). Any such modification may be made if,
having been approved in writing by the Republic, it is sanctioned by an Extraordinary Resolution.
Such a meeting may be convened by the Republic, and shall be convened by the Fiscal Agent upon the
request in writing of Noteholders holding not less than 10 per cent, in principal amount of the Notes of the
relevant Series for the time being outstanding.
The quorum at any meeting of Noteholders of a Series convened to vote on an Extraordinary Resolution will
be two or more persons holding or representing in aggregate more than 50 per cent, in principal amount of the
Notes of the relevant Series for the time being outstanding or, at any adjourned meeting of Noteholders, not
less than 25 per cent, in principal amount of the Notes of the relevant Series for the time being outstanding;
provided, however the quorum at any meeting of Noteholders of a Series convened to vote on an
Extraordinary Resolution relating to a Reserved Matter will be two or more persons holding or representing
not less than 75 per cent., or at any adjourned meeting, not less than 50 per cent., in principal amount of the
Notes of the relevant Series for the time being outstanding.
An Extraordinary Resolution duly passed or adopted shall be binding on all the Noteholders and
Couponholders, whether present or not.