Obsah (7)

Article 2Article 4Article 5Article 9Article 6Article 3Article 13

ACT To authorize and regularize the participation within the European Financial Stability Facility and to issue guarantees for the payment of the financial

struments or agreement issued or entered

to by the European Financial Stability Facility. 3rd August, 2010* ACT XIV of 2010, as amended by Act XVIII of 2011 . 1. The short title of this Act is the Participation and Guarantees under the European Financial Stability Facility Act. 2.

this Act, unless the context otherwise requires - "the European Financial Stability Facility" means a corporate structure

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

Luxembourg-City and bearing registration number R.C.S. Luxemburg B153.414; Short title.

terpretation. Amended by: XVIII. 2011.2. "the European Financial Stability Facility Framework Agreement" means the agreement entered

to

Luxembourg on the 7th June 2010, which is reproduced

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

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

Malta by the Minister of Finance on the 6th September, 2011, which Agreement is reproduced

the Second Schedule. Both agreements being reproduced

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. 3.

the European Financial Stability Facility as a shareholder

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

accordance with the terms and conditions set out

the memorandum and articles of association, for the purpose identified under sub-article

the European Financial Stability Facility. PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY provide financing to Member States

financial difficulties through the raising of money by the issuing of financial

struments or entering

to financial arrangements with the shareholders or third parties. Payment and issuing of guarantees. Amended by: XVIII. 2011.3. 4.

strument or financial arrangement issued or entered

to by the European Financial Stability Facility for the purpose of article 3

corporated

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.

struments or financial arrangements issued by the European Financial Stability Facility beyond the purpose specified under sub-article

such manner and for such purpose as the House of Representatives may by resolution determine. PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY FIRST SCHEDULE The European Financial Stability Facility Framework Agreement entered

to

Luxembourg on the 7th June 2010 Added by: XVIII. 2011.4. 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

corporated

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:

cluding (a) a Council Regulation establishing the European Financial Stabilisation Mechanism ("EFSM") based on Article 122

order to financially support euro-area Member States

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

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

corporated on 7 June 2010 for the purpose of making stability support to euro-area Member States

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

to memoranda of understanding (each an "MoU") with the European Commission, acting on behalf of the euro-area Member States,

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".

to bonds, notes, commercial paper, debt securities or other financing arrangements ("Funding

struments") which are backed by irrevocable and unconditional guarantees (each a "Guarantee") of the euro-area Member States which shall act as guarantors

respect of such Funding

struments as contemplated by the terms of this Agreement. The guarantors (the "Guarantors") of Funding

struments issued or entered

to 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

struments).

Article 2(3)) pursuant to the terms of this Agreement.

to 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

to Funding

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

respect of the Funding

struments issued by or entered

to by EFSF, the arrangements entered

to between them

the event that a Guarantor is required to pay under a Guarantee more than its required proportion of liabilities

respect of a Funding

strument and certain other matters relating to EFSF. Now, therefore, the Parties have agreed as follows: 1. ENTRY

TO FORCE

Annex 1 (the "Total Guarantee Commitments") providing written confirmation substantially

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

to immediate force and effect (a "Commitment Confirmation"), enter

to force and become binding between EFSF and the euro-area Member Sates providing such Commitment Confirmations.

to 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

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 SteppingOut Guarantor shall be excluded

computing whether this ninety per cent (90%) threshold of the Total Guarantee Commitments is satisfied.

accordance with the terms of this Agreement shall enter

to 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

to force pursuant to Article 1

STRUMENTS AND ISSUANCE OF GUARANTEES

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 (

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

to between the Borrower and the Commission under the EFSM which MoU has been approved by all euro-area Member States

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,

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 (

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

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,

liaison with the ECB, and approved by the Eurogroup Working Group and (iv) EFSF shall collect, verify and hold

safe custody the conditions precedent to such Loan Facility Agreements and the executed versions of all related documents. The terms of Article 3

relation to Loans to be made under an existing Loan Facility Agreement. Given that EFSF is not a credit

stitution, Borrowers shall represent and warrant

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

the relevant votes of Guarantors.

respect of each Loan Facility Agreement and the Loans to be made thereunder, the euro-area Member States agree that EFSF (

consultation with the Eurogroup Working Group) shall be authorised to structure and negotiate the terms on which EFSF may issue or enter

to Funding

struments 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

this Agreement, such Funding

struments shall have substantially the same financial profile as the related Loans (provided that (

1. 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 (
2. y)notwithstanding the liability of each Guarantor to pay any amounts of

terest and principal due but unpaid under the Funding

struments, the recourse of

vestors against EFSF under the Funding

struments shall be limited to the assets of EFSF

cluding,

particular, the amounts it recovers

respect of the Loans. The

terest rate which will apply to each Loan is

tended to cover the cost of funding

curred by EFSF and shall

clude 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

struments which have not otherwise been charged to the relevant Borrower.

respect of Funding

struments issued or entered

to under an EFSF Programme or on a stand-alone basis, each Guarantor shall be required to issue an irrevocable and unconditional Guarantee

a form to be approved by the Guarantors for the purpose of this Agreement and

an amount equal to the product of (a) the percentage set out next to each Guarantor's name

the third column (the "Contribution Key")

Annex 2 (as such percentage is adjusted from time to time

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

writing by EFSF to the Guarantors) (the "Adjusted Contribution Key Percentage"), (b) 120%, and (c) the obligations of EFSF (

respect of principal,

terest or other amounts due)

respect of the Funding

struments issued or entered

to by EFSF on a stand-alone basis or under an EFSF Programme. If EFSF issues Funding

struments under an EFSF Programme, each Guarantor shall issue its Guarantee to guarantee all Funding

struments issued or entered

to pursuant to the relevant EFSF Programme. The Offering Materials or contractual documentation for each issue or contracting of Funding

struments made under an EFSF Programme shall confirm which Guarantors have Guarantees which cover the relevant Funding

struments 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

struments and which facilitates the obtaining and maintenance of a high quality rating for Funding

struments issued by EFSF and efficient funding by EFSF. The decision to issue Guarantees for such other purposes

connection with an EFSF Programme or a stand-alone issue of or entry

to Funding

struments shall be taken by a unanimous decision of the Guarantors. No Guarantor shall be required to issue Guarantees which would result

it having a Guarantee Exposure

excess of its aggregate guarantee commitment (its "Guarantee Commitment") set out alongside its name

Annex 1. For the purposes of this Agreement a Guarantor's "Guarantee Exposure" is equal to the aggregate of (

1. i)the amount of Guarantees which it has issued but which are undrawn and (
2. 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.

terest and principal due on Funding

struments issued by EFSF.

the case of EFSF Programmes, the Guarantors shall issue Guarantees which guarantee all series of Funding

struments 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,

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

struments and enforce the claims of holders of Funding

struments so as to facilitate the management of making demands on the Guarantees. The detailed terms and conditions of each issue of Funding

struments and the Guarantees relating thereto shall be agreed by EFSF, subject to the approval of the Guarantors, and shall be as described

the relevant Offering Materials (as defined

Article 4(1) applicable thereto) and applicable contractual documentation.

accordance with this Agreement if: (a) it is issued

respect of Funding

struments issued or entered

to under an EFSF Programme or on a stand-alone basis and such Funding

struments finance the making of Loan(s) approved

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

to on or prior to 30 June 2013 (

cluding 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

any event issued on or before 30 June 2013; (c) the Guarantee is

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

euros or such other currency as is approved by the Guarantors for the purpose of this Agreement.

order to facilitate the issuance or entry

to of Funding

struments under the relevant EFSF Programme or stand-alone Funding

strument

each case

accordance with the EFSF funding strategy.

formation 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

question does not participate

issuing a Guarantee

respect of any further debt issuance by EFSF. The decision of the euroarea Member States

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.

respect of each such Loan.

addition, the net present value (calculated on the basis of the

ternal rate of return of the Funding

struments financing such Loan (or such other blended

ternal rate of return as is deemed appropriate

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

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

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

terest 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

Article 5below.

The "Cash Reserve" shall

clude these retained amounts together with all

come and

vestments earned by

vestment of these amounts. The Cash Reserve shall be

vested

accordance with

vestment guidelines approved by the board of directors of EFSF.

struments issued by or entered

to by EFSF, there remain amounts

the Cash Reserve (

cluding amounts representing

terest or

vestment

come earned by

vestment 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

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

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

all the Guarantees issued under this Agreement.

to Loan Facility Agreements

the period commencing on the date this Agreement enters

to force and ending on 30 June 2013 (provided that Loans may be disbursed after this date under Loan Facility Agreements entered

to prior to this date).

struments, (iv) the arrangements

respect of the appointment of Noteholder Representatives, (v) the dealer and subscription agreements for Funding

struments and (vi) any agency or service level agreement with EIB or any other agency,

stitution or person. 3. PREPARATION DISBURSEMENTS

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

the MoU and

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

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

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

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

to 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

cluding as to the amount of the Loan, the Net Disbursement Amount, the term, the redemption schedule and the

terest rate (

cluding the Margin)

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.

to Funding

struments under the EFSF Programme(s) or otherwise and, to the extent necessary, shall request the Guarantors to issue Guarantees

accordance with Article 2 (above) such that EFSF has sufficient funds when needed to make disbursements under the relevant Loan.

Article 2

to Funding

struments.

TO FUNDING

STRUMENTS

compliance with its funding strategy, EFSF may issue or enter

to Funding

struments benefitting from the Guarantees on a stand-alone basis or shall establish one or more EFSF Programme(s) for the purpose of issuing Funding

struments benefitting from Guarantees which shall finance the making of Loans

accordance with the terms of this Agreement. EFSF may establish a base prospectus (the "Base Prospectus") for each EFSF Programme with each

dividual issue of PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY Funding

struments being issued pursuant to final terms ("Final Terms") setting out the detailed financial terms of each issue. Alternatively, EFSF may establish

formation memoranda (the "

formation Memoranda") for the purpose of issuing Funding

struments (which would not be prospectuses for the purposes of the Prospectus Directive 2003/71/EC). Any Base Prospectus, Final Terms, prospectus,

formation Memorandum or related materials relating to the placement or syndication of Funding

struments shall be referred to as "Offering Materials". It shall also enter

to relevant contractual documentation relating to such Funding

struments.

struments issued or entered

to by EFSF. These may

clude 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

terest or principal under a Funding

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

struments

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

struments are accelerated or pre-paid for whatever reason.

connection with the structuring and negotiation of Funding

struments on a stand-alone basis or under EFSF Programme(

1. s)ESFS may: (
2. a)appoint, liaise and negotiate with arranging banks, lead managers and bookrunners; (
3. 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; (
4. c)appoint, liaise and negotiate with paying agents, listing agents, Noteholder Representative, lawyers and other professional advisers; (
5. d)appoint, liaise and negotiate with common depositaries and clearing systems such as Euroclear and/or Clearstream for the settlement of Funding

struments; (e) attend

vestor presentations and road shows to assist

the placement or syndication of Funding

struments pursuant to the EFSF Programme(s); (f) negotiate, execute and sign all legal documentation related to the Funding

struments and any EFSF Programme(s); and (

1. g)generally do such other things necessary for the successful structuring and implementation of the EFSF Programme(
2. s)and the issuance of or entry

to Funding

struments.

to Funding

struments on a matched funding basis such that the Funding

struments financing a Loan have substantially the same financial profile as to amount, time of issue, currency, repayment profile, final maturity and

terest basis, provided that, to the extent feasible, the scheduled payment dates for Loans shall be at least fourteen

struments to permit processing of payments.

struments to be issued or entered

to by EFSF under the EFSF Programme(s) it is not practicable or feasible to issue or enter

to Funding

struments 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,

particular as to (a) currency of Funding

struments, (b) timing for the issue or entry

to of Funding PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY

struments, (c)

terest rate bases and/or (d) maturity and repayment profile of the Funding

struments to be issued or entered

to (

cluding the possibility of issuing short term debt

struments, 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").

the event that a Diversified Funding Strategy is authorised

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,

terest rate or maturity mis-match hedging

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

stitutions 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. 5. CREDIT ENHANCEMENT, LIQUIDITY AND TREASURY

clude the following elements: (a) the Guarantees and,

particular, the fact that the participation of each Guarantor

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

struments; (b) the Cash Reserve shall act as a cash buffer. The Cash Reserve shall, pending its use, be

vested

high quality liquid debt

struments. Upon repayment of all Loans made by EFSF and Funding

struments 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

Article 2

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

funds available to meet a scheduled payment of

terest or principal under a Funding

strument 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

strument up to 120% of their respective Adjusted Contribution Key Percentage of the amount due but unpaid; (b) second, if the steps taken

Article 5

the event that additional credit enhancement mechanisms have been approved under Article 5

order to enhance or to maintain the creditworthiness of the Funding

struments issued or PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY contracted by EFSF or to enhance the efficiency of funding of EFSF. Such other credit enhancement measures might

clude, 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.

respect of a Guarantee and, as a consequence EFSF makes a withdrawal from the Cash Reserve to cover the shortfall pursuant to Article 5

terest 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

terest. EFSF shall apply such reimbursed amounts (and the

terest accrued thereon) to replenish the Cash Reserve.

order to facilitate the availability of adequate liquidity for the funding needs of EFSF: (

1. 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 (
2. b)each euro-area Member State shall co-operate to assist EFSF to ensure that its Funding

struments comply with applicable criteria to be eligible as collateral

Eurosystem operations.

order to minimise any negative-carry costs

the event of any Diversified Funding Strategy EFSF shall be entitled to make deposits or other placements which,

accordance with the

vestment strategy agreed by the board of directors of EFSF, minimise the risk of a funding mis-match or negative-carry costs. 6. CLAIMS UNDER A GUARANTEE

full a scheduled payment under a Loan and such shortfall will give rise to a shortfall

available funds to make a scheduled payment of principal or

terest under Funding

struments issued by EFSF or scheduled payment due from EFSF under any other

strument or agreement which benefits from a Guarantee issued under this Agreement, it shall immediately notify

writing the Chairman of the Eurogroup Working Group, the Commission and each Guarantor and

form each Guarantor of its share of the shortfall under the terms of this Agreement and the relevant Guarantee and demand

writing each Guarantor to remit to EFSF its share of such shortfall on the date (the "Guarantee Payment Date") which is at least two

the relevant documentation, to the paying agent of the relevant Funding

strument) its share of the amount demanded

the EFSF Guarantee Demand addressed to it by EFSF

cleared funds on the Guarantee Payment Date.

the event that EFSF fails to pay a scheduled payment of

terest or a scheduled payment of principal on a date when such amount is due and payable under a Funding

strument issued by EFSF then the relevant Noteholder Representative shall be entitled to demand

writing (a "Noteholder Representative Guarantee Demand") the Guarantors (with a copy to EFSF) to pay the unpaid amount of such scheduled payment of

terest and/or such scheduled payment of principal. Similarly,

the event of a failure by EFSF to pay a scheduled PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY payment under any other

strument or agreement entered

to 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

struments pursuant to Article 2

writing (a "Counterparty Guarantee Demand") the Guarantors (with a copy to EFSF) the unpaid amount of such scheduled payment.

the event of receipt by the Guarantors and EFSF of a Noteholder Representative Guarantee Demand or a Counterparty Guarantee Demand each Guarantor shall

accordance with the terms of its Guarantee remit

cleared funds its share of the amount duly demanded

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

the documentation for the issue of Funding

struments and the related Guarantees.

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.

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

vestigation or enquiry. EFSF irrevocably authorises each Guarantor to comply with any Guarantee Demand.

vestigation or seek any confirmation prior to paying a claim; (ii) is not concerned with:

validity of any document or security.

respect of any claim paid

respect of a Guarantee and shall

demnify each Guarantor

respect of any loss or liability

curred by a Guarantor

respect of a Guarantee. EFSF’s reimbursement obligation is subject to and limited to the extent of funds actually received from the underlying Borrowers

respect of the Loans which gave rise to a shortfall of funds.

addition to the reimbursement obligation of EFSF under Article 6

terests under the relevant Loan corresponding to the shortfall

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.

particular

respect of reimbursement of amounts paid by them under their PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY Guarantees provided that, if a Guarantor owes sums to EFSF pursuant to Article 5

priority to being applied to reimburse such Guarantor. 7. CONTRIBUTION BETWEEN GUARANTORS

respect of any Guarantee it has issued or

curs costs, losses, expenses or liabilities

connection therewith ("Guarantee Liabilities"), and the aggregate amount of Guarantee Liabilities it makes or

curs exceeds its Required Proportion for the given Guarantee then it shall be entitled to be

demnified and receive contribution, upon first written demand, from the other Guarantors,

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

respect of any Guarantee is not reduced to its Required Proportion within three

demnify such Guarantor

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

demnity or contribution payment from one Guarantor to another under this Article 7 shall bear

terest 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

excess of that which would apply to it once 100% Total Guarantee Commitments have been obtained provided that the term "Guarantor" shall

clude 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

to the relevant Funding

strument.

demnity payments under this Article are continuing obligations which extend to the ultimate balance of sums due regardless of any

termediate payment or discharge

whole or

part.

demnity 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)

cluding: (

1. i)any time, waiver or consent granted to, or composition with, any person; (
2. 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

respect of any

strument or any failure to realise the full value of any security; (iv) any

capacity or lack of power, authority or legal personality of or dissolution or change

the members or status of any person; PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY (

1. v)any amendment (however fundamental) or replacement of any Loan Facility Agreement, Loan or any document or security; (
2. vi)any unenforceability, illegality or

validity of any obligation of any person under any document or security; or (vii) any

solvency or similar proceedings. 8. CALCULATIONS AND ADJUSTMENT OF THE GUARANTEES

stitution, EU

stitution or financial

stitution 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

to Funding

struments (or otherwise) and the Guarantees. If EIB (or such other agency,

stitution, EU

stitution or financial

stitution) accepts such appointment, it shall calculate the

terest rate for each Loan

accordance with the terms of the relevant Loan Facility Agreement, calculate the amounts payable on each

terest 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

struments.

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

this event, the Stepping-Out Guarantor shall not be required to issue its Guarantee

respect of any further issues of or entry

to Funding

struments 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

to force of this Agreement. 9. BREACH OF OBLIGATIONS UNDER A LOAN AGREEMENT AND AMENDMENTS AND/OR WAIVERS FACILITY

form 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

form EFSF, the Commission and the ECB of the decision taken. EFSF will thereafter implement the decision

accordance with the relevant Loan Facility Agreement.

form 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

form EFSF, the Commission and the ECB of the decision taken. EFSF will thereafter implement the decision and, following

structions 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

other cases than those referred to

Article 9

relation to a Loan Facility Agreement, it shall

form 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

form EFSF, the Commission and the ECB of the decision taken. EFSF will thereafter implement the decision taken

whichever form is needed.

the event that the euro-area Member States consent to the modification of any MoU entered

to with a Borrower, the Commission shall be authorised to sign the amendment(s) to such MoU on behalf of the euro-area Member States. 10. EFSF,

TER-GUARANTOR GOVERNANCE DECISIONS, DIRECTORS AND

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.

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

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

stitutions of the European Union to appoint such observers.

the event of a vacancy of a member of the board of directors each euroarea 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.

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

the issued share capital of EFSF.

relation to the grant of a Loan Facility Agreement to a euro-area Member State

cluding the approval of the relevant MoU and Loan Facility Agreement; (b) decisions regarding the disbursement of Loans under an existing Loan Facility Agreement

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

cluding 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

terest rate of any outstanding Loan; (

1. e)the terms of the EFSF Programme, the programme size and the approval of any Offering Materials; (
2. f)any decision to permit an existing Guarantor to cease to issue further guarantees; (
3. g)significant changes to the credit enhancement structure; (
4. h)the funding strategy of each EFSF Programme and any decision to permit a Diversified Funding Strategy (

cluding the manner

which EFSF allocates its operating costs and the funding costs of Funding

struments to Loans and Loan Facility Agreements if a Diversified Funding Strategy is adopted); or (i) any

crease

the aggregate amount of Guarantees which might be issued under this Agreement. For the purpose of this Article 10

the relevant decision (ignoring any abstentions or absences) provided that any Guarantor which is no longer issuing new Guarantees (

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

struments which are not guaranteed by it provided that it shall continue to have the right to vote on decisions

relation to Loans or Funding

struments

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.

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 (

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,

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

to account (a "2/3 Majority"): (a) all decisions

relation to existing Loan Facility Agreements or Loans which are not specifically reserved to unanimity pursuant to Article 10

cluding decisions on breaches, waivers, restructurings and whether to declare defaults

relation to Loan Facility Agreements or Loans; (

1. b)issuances under an existing EFSF Programme (which programme has been approved unanimously by the Guarantors); (
2. c)operational matters

relation to debt issuance (

cluding appointment of arrangers, lead managers, rating agents, trustees etc); (

1. d)detailed implementation of an approved Diversified Funding Strategy; (
2. e)detailed implementation of any additional credit enhancement approved pursuant to Article 10

relation to EFSF shall require the unanimous decision of all euro-area Member States: -

creases

authorized and/or issued and paid-up share capital;

crease

the level of commitments to subscribe for share capital; reductions

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

the Articles of Association or

this Agreement.

writing by the Eurogroup Working Group Chairman to EFSF. For such decision-making, the Commission provides

put on matters relating,

particular, to the MoU and the terms and conditions of the Loan Facility Agreements and other policy issues. The EFSF shall provide

put relating,

particular, to the implementation of the Loan Facility Agreements, the issue of or entry

to Financial

struments and its general corporate matters.

demnities to the persons proposed by them to be nominated as directors of EFSF.

the event that euro-area Member States agree unanimously to

crease the issued paid-up capital of EFSF, each euro-area Member State shall subscribe and pay

full a percentage of such

crease

paid up capital equal to its Contribution Key percentage of such

crease

paid-up capital on or prior to the date specified by EFSF.

due course, operational guidelines may be adopted which may set out timelines for decisions to be taken

relation to this Agreement. PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY 11. TERM AND LIQUIDATION OF EFSF

full force and effect so long as there are amounts outstanding under any Loan Facility Agreements or Funding

struments issued by EFSF under an EFSF Programme or under any reimbursement amounts due to Guarantors.

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

struments issued by EFSF and any reimbursement amounts due to Guarantors have been repaid

full.

the event that there are any residual liabilities of EFSF on its liquidation the euro-area Member States shall

a final meeting of shareholders decide on what basis these may be divided between the euro-area Member States.

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

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

Article 2

struments guaranteed by the Guarantors shall be paid as additional remuneration to the Guarantors by reference to their respective Adjusted Contribution Key Percentage. 12. APPOINTMENT OF EIB, ECB, OUTSOURCING AND DELEGATION

stitution, EU

stitution, financial

stitution or other persons as is approved unanimously by the euro-area Member States) for the purpose of: (a) managing the receipt of funds from

vestors following the issue of bonds or securities under an EFSF Programme, the management of the transmission of these funds to Borrowers

the form of Loans and the receipt of funds from Borrowers and the application of such funds to meet scheduled payments of principal and

terest 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

cluding

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

struments; (

1. c)such other related cash and treasury management tasks as may be delegated from time to time; (
2. d)providing legal services, accounting services, human resources services, facilities management, procurement services,

ternal 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

stitution).

stitution, EU

stitution, financial

stitution or other PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY persons approved unanimously by the Guarantors) to maintain its bank and securities accounts.

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

Article 4

stitutions, EU

stitutions or financial

stitutions as are approved unanimously by the Guarantors.

stitution, EU

stitution, financial

stitution or other persons such other functions as its board of directors consider desirable for the efficient discharge of its functions. 13. ADMINISTRATIVE PROVISIONS

voiced to the relevant Borrowers (as appropriate).

corporation of EFSF it shall assume full responsibility for all costs and expenses

curred

its setting-up and

corporation.

addition, it shall assume all liabilities and obligations (

cluding

demnity obligations) under contracts and arrangements entered

to on its behalf and for its benefit (whether by a shareholder or a third party) prior to its

corporation.

strument issues and the Guarantees on a quarterly basis.

structions from the Eurogroup Working Group Chairman regarding unsettled claims and liabilities or any other issues that may arise under this Agreement or

connection with any Guarantee.

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

itial 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

corporation of the Company. (b)

the event that a euro-area Member State wishes to dispose of its shares

EFSF after expiry of the lock-up period

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

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

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

EFSF corresponds with its Contribution Key and to adhere to the terms of this Agreement. The Parties shall negotiate

good faith as to the basis upon which such new adhering euro-area Member State shall accede to this Agreement.

the event that one euro-area Member State

corporates EFSF, it shall promptly upon execution and entry

to force of this Agreement transfer shares to the other euro-area Member States such that their respective percentage holdings of shares

EFSF corresponds with their respective Contribution Keys.

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. 14. COMMUNICATIONS All notices

relation to this Agreement shall be validly given if

writing and sent to the addresses and contact details to be set out

the operating guidelines which shall be adopted by the Parties for the purpose of this Agreement. 15. MISCELLANEOUS

this Agreement should be or become fully or

part

valid, illegal or unenforceable

any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained

this Agreement shall not be affected or impaired thereby. Provisions which are fully or

part

valid, illegal or unenforceable shall be

terpreted and thus implemented according to the spirit and purpose of this Agreement.

tegral part of this Agreement.

respect of itself or its assets or revenues, from legal proceedings

relation to this Agreement,

cluding, without limitation, immunity from suit, judgment or other order, from attachment, arrest, detention or

junction 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.

writing. 16. GOVERNING LAW AND JURISDICTION

connection with it shall be governed by and shall be construed

accordance with English law.

the context of this Agreement shall be settled amicably.

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. 17. EXECUTION OF THE AGREEMENT This Agreement may be executed

any number of counterparts signed by one or more of the Parties. The counterparts each form an

tegral 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. 18. ANNEXES The Annexes to this Agreement shall constitute an

tegral part thereof:

1. List of Guarantors with their respective Guarantee Commitments;
2. Contribution Key; and
3. Template Commitment Confirmation. Signed

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’

dustrie 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

vestment - 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 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 ECB Capital subscription key % 2.4256 119,390.07 7,002.40 52,352.51 89,657.45 78,784.72 863.09 1,101.39 398.44 PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY Kingdom of the Netherlands Republic of Austria Portuguese Republic Republic of Slovenia Slovak Republic Republic of Finland Hellenic Republic 25,143.58 12,241.43 11,035.38 2,072.92 4,371.54 7,905.20 12,387.70 Total Guarantee Commitments 440,000.00 ANNEX 2 CONTRIBUTION KEY Member State 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 Total ECB Capital subscription key % 2.4256 18.9373 1.1107 8.3040 14.2212 12.4966 0.1369 0.1747 0.0632 3.9882 1.9417 1.7504 0.3288 0.6934 1.2539 1.9649 Contribution Key 3,475494866853410% 27,134106588911300% 1,591454546757130% 11,898297070560200% 20,376693436879900% 17,905618879089900% 0,196155692312101% 0,250317015682425% 0,090555440132394% 5,714449467342010% 2,782143957358700% 2,508041810249100% 0,471117542967267% 0,993530730819656% 1,796637126297610% 2,815385827787050% 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 SECOND SCHEDULE European Financial Stability Facility Framework Agreement signed

Malta by the Minister of Finance on the 6th September, 2011 Added by: XVIII. 2011.4. 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

corporated

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:

to 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

to Funding

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

respect of the Funding

struments issued by or entered

to by EFSF, the arrangements entered

to between them

the event that a Guarantor is required to pay under a Guarantee more than its required proportion of liabilities

respect of a Funding

strument PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY and certain other matters relating to EFSF (hereinafter referred t o as the "Framework Agreement").

accordance with Article 13

Article 3

to this Amendment.

a statement dated 21 July 2011 the Heads of State or Government of the euro area and EU

stitutions stated their

tention to improve the effectiveness of EFSF and address contagion and that they had agreed to

crease 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

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

stitutions

a euro-area Member State (through loans to the governments of such Member States

cluding

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

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

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

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

tended to result

an effective capacity for EFSF to provide Financial Assistance of EUR 440,000 million.

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

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:

the list of euro-area Member States set out on the cover page and

paragraph (A) of the list of parties to the Framework Agreement and the Hellenic Republic shall be moved

the list of parties and signature pages to be listed after Ireland.

paragraph (B) of the list of parties the registered address of EFSF will be replaced as "43, avenue John F. Kennedy, L-1855, Luxembourg".

corporated on 7 June 2010 for the purpose of making stability support to euro-area Member States.

a statement dated 21 July 2011 the Heads of State or Government of the euro area and EU

stitutions stated their

tention to improve the effectiveness of EFSF and address contagion and they had agreed to

crease 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

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

stitutions

a euro-area Member State (through loans to the governments of such Member States

cluding

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

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

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

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

tended to result

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

to memoranda of understanding (each an "MoU") with the European Commission, acting on behalf of the euro-area Member States,

cluding 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

the form of facilities for the purchase of bonds

the primary or secondary market, the nature and terms,

cluding as to pricing, policy conditionality, conditions to utilization and documentation of such arrangements shall be

accordance with guidelines adopted by the board of directors of EFSF acting unanimously pursuant to Article 2

the form of precautionary facilities and facilities to finance the recapitalisation of financial

stitutions of a euro-area Member State, the board of directors of EFSF acting unanimously shall adopt guidelines under Article 2

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

which Financial Assistance is made PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY 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.

creased to 300 basis points

respect of any Loan which remains outstanding after the third anniversary of the date of disbursement.

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

cluding) 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 stated: "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.

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

centives 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." "

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

the form of a precautionary facility, so long as such facility is not drawn or utilised, a facility to finance the recapitalisation of financial

stitutions

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

the secondary market." shall be added at end of the paragraph.

to Financial Assistance Facility Agreements" shall be added after the words "the terms and conditions upon which EFSF may"; (b)

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".

struments and issuance of Guarantees".

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)

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

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)

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

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)

sub paragraph (a) the word "available" shall be added after the phrase "The terms of Article 3

relation to Financial Assistance to be made"; (g)

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

relation to Financial Assistance to be made under an existing Financial Assistance Facility Agreement" and prior to the full stop; (

1. h)adding a sub-paragraph (
2. b)as follows: "(
3. b)Financial Assistance to a euro-area Member State may consist of facilities for the purchase of bonds

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

the primary market. The nature and terms,

cluding 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

accordance with guidelines adopted by the board of directors of EFSF (i) PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY acting with unanimity. Bonds purchased by EFSF

the primary or secondary markets can either be held to maturity or sold

accordance with the applicable guidelines"; 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

stitutions

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,

cluding 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

accordance with guidelines to be adopted by the board of directors of EFSF acting with unanimity."

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"; (

1. b)the words "Loans to Borrowers" shall be deleted and replaced by the words "Financial Assistance to Beneficiary Member States"; (
2. 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

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

terest 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

tended to cover the cost of funding and operations

curred by EFSF and shall

clude 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

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

accordance with Article 10

the final sentence, the words "retained

respect of Financial Assistance disbursed prior to the Effective Date of the Amendments" shall be added after the words "The Service Fee"; (g)

the final sentence, the word "Borrower" shall be replaced by "Borrower Member State".

Article 2

the third column (the "Contribution Key")

Annex 2", a footnote is PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY (b) (c) (d) (e) (f) added drafted as follows "

respect of Funding

struments issued or entered

to 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 (

cluding Annex 2) prior to the amendments.";

item (b), "120%" shall be replaced by "up to 165% (the "OverGuarantee Percentage")

respect of Funding

struments issued or entered

to after the Effective Date of the Amendments";

item (b), a footnote shall be added after "(b)" drafted as follows "The percentage of 120% shall continue to apply to Funding

struments issued or entered

to prior to the Effective Date of the Amendments."; after the words "No Guarantor shall be required to issue Guarantees which would result

it", the words "having a Guarantee Exposure

excess of its aggregate guarantee commitment (its "Guarantee Commitment") set out alongside its name

Annex 1 or" shall be deleted and shall be replaced by the words "having a Guarantee Notional Exposure

excess of its guarantee commitment ("Guaranteed Commitment") set alongside its name

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

struments issued or entered

to (

cluding Funding

struments issued or entered

to pursuant to any Diversified Funding Strategy approved pursuant to Article 4

the final paragraph, the words "Guarantor's Guarantee Exposure" shall be replaced by the words "Guarantor's Guarantee Notional Exposure"; and a new paragraph is added after the final paragraph, drafted as follows "It is acknowledged and agreed that the amendments to this Article 2

struments issued or entered

to on or after the Effective Date of the Amendments. These amendments do not

any respect affect or reduce the liability of Guarantors (

cluding any Guarantors which became Stepping-Out Guarantors) under Guarantees which guarantee Funding

struments issued or entered

to prior to the Effective Date of the Amendments

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

to the relevant Funding

strument.".

Article 2(5)(a), the term "Loan(s)" shall be replaced by the term "Financial Assistance".

Article 2

Article 2

curring new liabilities as a Guarantor" shall be added after the words "to accept that the Guarantor

question does not participate

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

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".

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"; (

1. 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"; (
2. 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"; (
3. d)replacing the words "net present value of the anticipated" with the word "Prepaid"; and (
4. e)adding the phrase "the amounts credited to the Cash Reserve under Article 2

clude these retained amounts".

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

arrear at the end of each

terest 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

respect of such Financial Assistance; (c) on the first (and/or subsequent)

terest payment date(s) of a Financial Assistance the amount payable

respect of Margin PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY shall be reduced by an amount equal to the Advance Margin and the

terest 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

curred

connection with the issue of Funding

struments to finance such Financial Assistance and any adjustment for Funding

struments being issued for an issue price less than par value ("Issuance Costs") and the Net Disbursement Amount shall be equal to the principal amount of the Financial Assistance less (

1. i)the amount of Advance Margin and (
2. 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

terest accrues. Advance Margin and Margin amounts retained or received

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

respect of each Loan Facility Agreement" the words "and the amounts credited to the Cash Reserve under Article 2

Article 2

Article 2

struments" 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

liaison with the ECB," shall be deleted and replaced by the following: "Financial Assistance Facility Agreement, unless otherwise agreed or unless otherwise specified

guidelines adopted by the board of directors of EFSF pursuant to Articles 2

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"; each occurrence of the word "Borrower" shall be replaced by "Beneficiary Member State" and the word "Loan" replaced by "Financial Assistance";

the third sentence, the word "is" falling after the words "Loan Facility Agreement" and prior to the words "released following the

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

the third sentence, the words "or utilised" shall be added after the word "released"; and a last sentence shall be added as follows: "The board of directors of EFSF shall adopt guidelines under Article 2

the form of precautionary facilities, facilities for the recapitalisation of financial

stitutions

a Member State and facilities for the purchase of bonds

the primary or secondary markets.".

the relevant Financial Assistance Facility Agreement (

accordance with guidelines adopted by the board of directors of EFSF under Articles 2

the first sentence prior to the words "following a request for"; (

1. c)the words "funds (a "Request for Funds")" shall be replaced by "financial assistance (a "Request for Financial Assistance")"; (
2. d)the words "and requesting a Loan thereunder" shall be deleted; and (
3. 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".

the relevant Financial Assistance Facility Agreement (

accordance with guidelines adopted by the board of directors of EFSF under Articles 2(i)(

1. b)or 2(i)(
2. 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 (
3. 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".

Article 4

cluding the Over-Guarantee Percentage applicable to such issue of Funding

struments)" 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".

Article 4(2) the term "Loan(s)" shall be replaced by "Financial Assistance".

Article 4

Articles 4

Article 4

Article 5

struments issued or entered

to by EFSF on the date of issue)

respect of Funding

struments issued or entered

to after the Effective Date of the Amendments".

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", (

1. b)the word "Loans" be replaced by "Financial Assistance" and the word "Borrowers" by "Beneficiary Member States"; and (
2. c)replacing the words "Article 2

the opening sentence of Article 5

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

Guarantee Percentage".

respect of Financial Assistance Facility Agreements entered

to after such date)" after the words "an amount from the Cash Reserve".

relation to Financial PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY Assistance disbursed prior to the Effective Date of the Amendments"

the final sentence.

respect of Financial Assistance disbursed after the Effective Date of the Amendments: (a) the Beneficiary Member States shall cover Issuance Costs (as described

Article 2

curred

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

curred

relation to Financial Assistance Facility Agreements entered

to after such date unless the Cash Reserve is no longer required to serve as credit enhancement; and (c) This Article 5

respect of a Financial Assistance".

Articles 6

Articles 6

Article 6

respect of the Republic of Estonia, it is only required to make or to receive contributions under this Article 7

respect of Funding

struments issued or entered

to 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

demnity or contribution payment from one Guarantor to another". PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY

cur 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

curred as Guarantor" after the words "and any further Guarantees to be issued under this Agreement"; (c) adding the words "and/or

curred" after the words "shall be issued" and prior to the words "by the remaining Guarantors"; (d) adding the words "or

currence 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

to force of this Agreement".

Article 9

: (

1. a)the Title of Article 9 shall be amended by replacing the words "Loan Facility Agreement" by the words "Financial Assistance Facility Agreement"; and (
2. 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".

sub-paragraph (a), adding the words ", any decisions to change the pricing structure applicable to Financial Assistance Facility Agreements, and any decisions to

clude

a Financial Assistance Facility Agreement the faculty of providing Financial Assistance by way of the purchase of bonds

the primary markets or the purchase of bonds

the secondary markets based on an ECB analysis recognising the existence of exceptional financial market circumstance and risk to financial stability"; (c)

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

the secondary market adopted on the basis of Article PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY 10

dividual bond purchases under such Financial Assistance Facility Agreement,

line with guidelines referred to

Article 2

Article 2(1)(b) or 2(1)(c).".

Article 13

to or disbursed by EFSF prior to the Effective Date of the Amendments."

vestors

Funding

struments, transfer all and any of its rights, obligations and liabilities,

cluding under Financial

struments, Financial Assistance Facility Agreements and/or Financial Assistance, to ESM.".

Annex 1 to this Amendment

respect of Financial

struments issued as from the Effective Date of the Amendments.

Annex 2 to this Amendment

respect of PARTICIPATION AND GUARANTEES UNDER THE EUROPEAN FINANCIAL STABILITY FACILITY Financial

struments issued as from the Effective Date of the Amendments.