The Hellenic Republic
€150,000,000
Floating Rate Notes due 2012
(to be consolidated and form a single issue
with the €300,000,000 Floating Rate Notes
due 15 May 2012 issued by the
Republic on 15 May 2002)
Issue Price: 94.27 per cent. of the principal amount of the Notes (plus an amount
equal to 36 days’ accrued interest from, and including, 15th February 2009, to,
but excluding, 24th March 2009)
2. STATUS OF THE NOTES AND NEGATIVE PLEDGE
The Notes constitute direct, general, unconditional, unsubordinated and, subject to
this Condition, unsecured obligations of the Republic. The Notes rank pari passu
with all other unsecured and unsubordinated obligations of the Republic outstanding
on 15 May 2002 or issued thereafter without any preference granted by the Republic
to one above the other by reason of priority of date of issue, currency of payment, or
otherwise. The due and punctual payment of the Notes and the performance of the
obligations of the Republic with respect thereto is backed by the full faith and credit
of the Republic.
So long as any Note remains outstanding, the Republic shall not create or permit to
subsist any mortgage, pledge, lien or charge upon any of its present or future
revenues, properties or assets to secure any External Indebtedness, unless the Notes
shall also be secured by such mortgage, pledge, lien or charge equally and rateably
with such External Indebtedness or by such other security as may be approved by an
Extraordinary Resolution of the Noteholders (as described in Condition 10).
External Indebtedness means existing and future indebtedness for borrowed money
of the Republic or the Bank of Greece (which in the case of the Bank of Greece was
incurred on or before 31 December 1993 for or on behalf of, or for the purpose of
lending or assigning an amount equal to all or part of such indebtedness (whether or
not in the currency of such indebtedness) to the Republic) and any guarantees given
by the Republic of any exist
The Notes constitute direct, general, unconditional, unsubordinated and, subject to
this Condition, unsecured obligations of the Republic. The Notes rank pari passu
with all other unsecured and unsubordinated obligations of the Republic outstanding
on 15 May 2002 or issued thereafter without any preference granted by the Republic
to one above the other by reason of priority of date of issue, currency of payment, or
otherwise. The due and punctual payment of the Notes and the performance of the
obligations of the Republic with respect thereto is backed by the full faith and credit
of the Republic.
So long as any Note remains outstanding, the Republic shall not create or permit to
subsist any mortgage, pledge, lien or charge upon any of its present or future
revenues, properties or assets to secure any External Indebtedness, unless the Notes
shall also be secured by such mortgage, pledge, lien or charge equally and rateably
with such External Indebtedness or by such other security as may be approved by an
Extraordinary Resolution of the Noteholders (as described in Condition 10).
External Indebtedness means existing and future indebtedness for borrowed money
of the Republic or the Bank of Greece (which in the case of the Bank of Greece was
incurred on or before 31 December 1993 for or on behalf of, or for the purpose of
lending or assigning an amount equal to all or part of such indebtedness (whether or
not in the currency of such indebtedness) to the Republic) and any guarantees given
by the Republic of any exist
7. EVENTS OF DEFAULT
If any of the following events (each an Event of Default) occurs:
(a) the Republic defaults in any payment of interest in respect of any of the Notes
or Coupons and such default is not cured by payment thereof within 30 days
from the due date for such payment; or
(b) the Republic is in default in the performance of any other covenant, condition
or provision set out in the Notes and continues to be in default for 30 days
after written notice thereof shall have been given to the Republic by the holder
of any Note; or
(c) in respect of any other External Indebtedness in an amount equal to or
exceeding U.S.$25,000,000 (or its equivalent), (i) such indebtedness is
accelerated so that it becomes due and payable prior to the stated maturity
thereof as a result of a default thereunder and such acceleration has not been
rescinded or annulled or (ii) any payment obligation under such indebtedness
is not paid as and when due and the applicable grace period, if any, has lapsed
and such non-payment has not been cured; or
(d) a general moratorium is declared by the Republic or the Bank of Greece in
respect of its External Indebtedness or the Republic or the Bank of Greece
announces its inability to pay its External Indebtedness as it matures; or
(e) any government order, decree or enactment shall be made whereby the
Republic is prevented from observing and performing in full its obligations
contained in the Notes,
then the holder for the time being of any Note may give notice in writing to the
Republic in accordance with Condition 11 that such Note is immediately due and
payable whereupon such Note shall become immediately due and payable at its
principal amount together with accrued interest (if any) to the date of repayment
14. GOVERNING LAW AND SUBMISSION TO JURISDICTION
(a) The Agency Agreement, the Notes and the Coupons are governed by, and
shall be construed in accordance with, English law.
(b) The Republic irrevocably agrees, for the exclusive benefit of the Paying
Agents, the Noteholders and the Couponholders, that the courts of England are
to have jurisdiction to settle any disputes which may arise out of or in
connection with the Agency Agreement, the Notes and/or the Coupons and
that accordingly any suit, action or proceedings arising out of or in connection
with the Agency Agreement, the Notes and the Coupons (together referred to
as Proceedings) may be brought in such courts.
The Republic hereby irrevocably waives any objection which it may have now or
hereafter to the laying of the venue of any such Proceedings in any such court and any
claim that any such Proceedings have been brought in an inconvenient forum and
hereby further irrevocably agrees that a judgment in any such Proceedings brought in
the English courts shall be conclusive and binding upon it and may be enforced in the
courts of any other jurisdiction.
Nothing contained in this Condition shall limit any right to take Proceedings against
the Republic in any other court of competent jurisdiction, and the taking of
Proceedings in one or more jurisdictions shall not preclude the taking of Proceedings
in any other jurisdiction, whether concurrently or not. The Republic appoints the
Economic and Commercial Counsellor for the time being of the Greek Embassy,
1a Holland Park, London W11 3TP, Fax: +44 20 7727 9934 as its agent for service
of process in England, and undertakes that, in the event of such agent ceasing so to act
or no longer having an address in England, it will appoint another person as its agent
for service of process in England in respect of any Proceedings. Nothing herein shall
affect the right to serve Proceedings in any other manner permitted by law.
The Republic hereby irrevocably and unconditionally waives with respect to the
Agency Agreement, the Notes and/or the Coupons any right to claim immunity from
jurisdiction or execution and any similar defence and irrevocably and unconditionally
consents to the giving of any relief or the issue of any process, including, without
limitation, the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment validly made or
given in connection with any Proceedings. Notwithstanding the foregoing, the
property of the Republic is subject to execution and attachment to the extent permitted
by the international conventions and Greek law.
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