Πράξεις Νομοθετικού Περιεχομένου — ΦΕΚ A' 262/2014

Την παράγραφο 1 του άρθρου 44 του Συντάγματος.

Την έκτακτη περίπτωση εξαιρετικά επείγουσας και απρόβλεπτης ανάγκης να εγκριθεί άμεσα το ακόλουθο Σχέδιο της δεύτερης Σύμβασης Τροποποίησης της Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης, μεταξύ του Ευρωπαϊκού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Ε.Τ.Χ.Σ.), της Ελληνικής Δημοκρατίας, του Ελληνικού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Τ.Χ.Σ.) και της Τράπεζας της Ελλάδος (ΤτΕ), με τίτλο «Κύρια Σύμβαση Χρηματοδοτικής Διευκόλυνσης» («Master Financial Assistance Facility Agreement»), η οποία καταρτίσθηκε σύμφωνα με τις διατάξεις της από 14.3.2012 Πράξης Νομοθετικού Περιεχομένου (Α΄ 55), που κυρώθηκε με το άρθρο πρώτο του N. 4060/2012 (Α΄ 65) και τροποποιήθηκε με την από 12.12.2012 Πράξη Νομοθετικού Περιεχομένου (Α΄ 240) που κυρώθηκε με το άρθρο 48 του Ν. 4111/2013 (Α΄ 18).

Το γεγονός με την έγκριση του προαναφερόμενου Σχεδίου της δεύτερης Σύμβασης Τροποποίησης θα καταστεί δυνατή η υπογραφή της σύμβασης και η ολοκλήρωση των σχετικών διαδικασιών, μέχρι και την 18η Δεκεμβρίου 2014, όπως αυτές προσδιορίστηκαν στην από 8 Δεκεμβρίου 2014 Δήλωση του Συμβουλίου των Υπουργών Οικονομικών της Ευρωζώνης (Eurogroup) για την Ελλάδα.

Την, για τους ανωτέρω λόγους έκτακτη περίπτωση εξαιρετικά απρόβλεπτης και επείγουσας ανάγκης να παρασχεθούν εξουσιοδοτήσεις για την υπογραφή της δεύτερης Σύμβασης.

Τη σχετική πρόταση του Υπουργικού Συμβουλίου, αποφασίζουμε:

Εγκρίνεται το Σχέδιο της δεύτερης Σύμβασης Τροποποίησης της Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης («Master Financial Assistance Facility Agreement») μεταξύ του Ευρωπαϊκού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Ε.Τ.Χ.Σ.), της Ελληνικής Δημοκρατίας, ως δικαιούχου κράτους μέλους, του Ελληνικού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Τ.ΧΣ.), ως εγγυητή, και της Τράπεζας της Ελλάδος (ΤτΕ), μαζί με τα παραρτήματά της, όπως το Σχέδιο αυτό μαζί με τα δύο (2) παραρτήματα στην αγγλική γλώσσα, ως επίσημη γλώσσα των κειμένων αυτών, και σε μετάφρασή τους στην ελληνική γλώσσα, προσαρτώνται ως Παράρτημα στην παρούσα Πράξη. (Παράρτημα Ι).

α) Παρέχεται στον Υπουργό Οικονομικών η εξουσιοδότηση να εκπροσωπήσει την Ελληνική Δημοκρατία και να υπογράψει τη δεύτερη Σύμβαση Τροποποίησης που αναφέρεται στην παράγραφο 1, καθώς και τα παραρτήματά της, όπου προβλέπεται.

Η ισχύς της δεύτερης Σύμβασης Τροποποίησης της παραγράφου 1 αρχίζει από την ημερομηνία υπογραφής της από όλα τα συμβαλλόμενα μέρη, σύμφωνα με τους όρους και τις προϋποθέσεις που ειδικότερα καθορίζονται σε αυτή. Με μέριμνα του Υπουργού Οικονομικών, η δεύτερη Σύμβαση της παραγράφου 1, μετά την υπογραφή της από όλα τα προβλεπόμενα μέρη, διαβιβάζεται στη Βουλή για ενημέρωση. MASTER FINANCIAL ASSISTANCE FACILITY AGREEMENT (as amended by the Amendment Agreement dated 12 December 2012) between EUROPEAN FINANCIAL STABILITY FACILITY THE HELLENIC REPUBLIC as Beneficiary Member State HELLENIC FINANCIAL STABILITY FUND as Guarantor and THE BANK OF GREECE [.] DECEMBER 2014 (A) The European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 6a, Circuit de la Foire Internationale, L-1347 Luxembourg (R.C.S. Luxembourg B153.414), represented by [Mr. Klaus Regling, Chief Executive Officer and Mr. Christophe Frankel, Deputy Chief Executive Officer]; (B) The Hellenic Republic (hereinafter referred to as "Greece"), represented by (.)Minister of Finance; (C) The Bank of Greece (hereinafter referred to as the "Bank of Greece"), represented by (.)Governor of the Bank of Greece; and (D) The Hellenic Financial Stability Fund, created pursuant to the Law on the Establishment of a Hellenic Financial Stability Fund (3864/2010), as guarantor under the Master Facility Agreement defined below ("HFSF"), "), represented by (.)Chief Executive Officer and (.)Deputy Chief Executive Officer]. Herein jointly referred to as the "Parties" and each of them a "Party". PREAMBLE Whereas: (1) A Master Financial Assistance Facility Agreement (the "Master Facility Agreement") was made between the Parties hereto on 15 March 2012. (2) Following the Eurogroup statement dated 27 November 2012 in which it was mentioned that the euro area Member States would be prepared to consider a number of debt sustainability initiatives for Greece, including in relation to financial assistance provided to Greece by EFSF, the Master Facility Agreement was amended by a first Amendment Agreement dated 12 December 2012. (3) Following the Eurogroup statement on Greece dated 8 December 2014 in which it was mentioned that the euro area Member States were favourably disposed to an extension of the Master Facility Agreement and the letter from the Minister of Finance of Greece dated 9 December 2014 with the actual request for such an extension, the Parties have hereto agreed to extend the Availability Period as set out in this Second Amendment Agreement. (4) The Parties have agreed that the amendments to the Master Facility Agreement shall be implemented on the terms of and subject to the conditions of this Second Amendment Agreement. AGREEMENT The Master Facility Agreement is hereby amended as follows: 1.1 by replacing the definition of “Availability Period” in Clause 1 (DEFINITIONS) with the following text: “"Availability Period" for any Facility means the period specified as such in the applicable Facility Specific Terms.” 1.2 by replacing paragraph (c) of Clause 2 (THE LOAN FACILITY) in Schedule 1 to the Master Facility Agreement (Loan Facility: Facility Specific Terms) with the following text: “The Availability Period in respect of this Loan Facility shall commence on (and include) the date on which these Facility Specific Terms enter into force in accordance with Clause 3 and shall expire on (and include) 28 February 2015.”

CONSEQUENTIAL AMENDMENTS TO THE MASTER FACILITY AGREEMENT The Master Facility Agreement is hereby further amended as follows: 2.1 by inserting a new paragraph 11 in the Preamble as follows: “This Agreement was amended on 12 December 2012 by an Amendment Agreement relating to, among other things, a deferral of interest payable, and a change to the level of the Margin charged, under this Agreement and to provisions for debt buy-back operations ("First Amendment Agreement"). This Agreement was further amended on [] December 2014 by a second Amendment Agreement relating to, among other things, an extension of the Availability Period.” 2.2 in Clause 1 (DEFINITIONS) of Schedule 1 to the Master Facility Agreement (Loan Facility: Facility Specific Terms): (a) by replacing the definition of “Amendment Agreement” in Clause 1 (DEFINITIONS) of Schedule 1 to the Master Facility Agreement (Loan Facility: Facility Specific Terms) with the following text: “"First Amendment Agreement" has the meaning given to that term in the Preamble to this Agreement.” (b) by inserting, in the definition of “Debt Buy-Back Operations”, the word “First” before the words “Amendment Agreement”. Aside from the clauses of the Master Facility Agreement amended by the provisions of Clauses 1 and 2 of this Second Amendment Agreement, all other clauses of the Master Facility Agreement remain unchanged.

REPRESENTATIONS AND WARRANTIES The representations in Clause 5(1) of the Master Facility Agreement remain true and accurate as of the date hereof (including in relation to this Second Amendment Agreement, the Master Facility Agreement as amended by this Second Amendment Agreement and the legal opinions and certificates issued in connection with this Second Amendment Agreement) and there is no Event of Default (as defined in the Master Facility Agreement) outstanding on the date hereof.

GOVERNING LAW AND JURISDICTION 5.1 This Second Amendment Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law. 5.2 The Parties undertake to submit any dispute which may arise relating to the legality, validity, interpretation or performance of this Second Amendment Agreement to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg. 5.3 Clause 5.2 is for the benefit of EFSF only. As a result, nothing in Clause 5.2 prevents EFSF from taking proceedings relating to a dispute in the courts of the domicile of Greece or of the governing law of this Second Amendment Agreement and Greece hereby irrevocably submits to the jurisdiction of such courts. To the extent allowed by law, EFSF may take concurrent proceedings in any number of such jurisdictions. 5.4 Greece, the Bank of Greece and the HFSF each hereby irrevocably and unconditionally waives all immunity to which it is or may become entitled, in respect of itself or its assets, from legal proceedings in relation to this Second Amendment Agreement, including, without limitation, immunity from suit, judgement or other order, from attachment, arrest or injunction prior to judgement, and from execution and enforcement against its assets to the extent not prohibited by mandatory law.

ENTRY INTO FORCE Following its signature by all parties, this Second Amendment Agreement and all the amendments to the Master Facility Agreement to be effected hereby shall enter into force only on the date when EFSF has received the official notification in the form of the Legal Opinions set out in Annex 1 that this Second Amendment Agreement has been duly executed on behalf of Greece, the Bank of Greece and HFSF and all obligations of Greece, the Bank of required to give effect to the same.

EXECUTION OF THE AGREEMENT 7.1 This Second Amendment Agreement may be executed in any number of counterparts signed by one or more of the parties. The counterparts each form an integral part of the original Second Amendment 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 Second Amendment Agreement. 7.2 EFSF shall promptly after the signature of this Second Amendment Agreement supply conformed copies of the Second Amendment Agreement to each of the parties.

INTERPRETATION AND ANNEXES 8.1 Unless otherwise defined in this Second Amendment Agreement or the context requires otherwise, capitalised terms defined in the Master Facility Agreement shall have the meaning in this Second Amendment Agreement. 8.2 The Annexes to this Second Amendment Agreement shall constitute an integral part hereof: Annex 1. Form of Legal Opinion Annex 2. List of Contacts ____ Represented by Klaus Regling Represented byChristophe Frankel Chief Executive Officer Deputy Chief Executive Officer HELLENIC REPUBLIC _____ Represented by (.) Minister of Finance BANK OF GREECE ____ Represented by (.) The Governor of the Bank of Greece HELLENIC FINANCIAL STABILITY FUND _____ ________ Represented by Represented by Chief Executive Officer Deputy Chief Executive Officer PART I: FORM OF LEGAL OPINION FOR BENEFICIARY MEMBER STATE (official letterhead of the Legal Advisor to the State at the Ministry of Finance) [place, date] To: EFSF [Insert address] Re: Second Amendment Agreement dated [•] 2014 between European Financial Stability Facility, the Hellenic Republic, the Bank of Greece and the Hellenic Financial Stability Fund - Legal Opinion Dear Sirs, In my capacity as the Legal Advisor to the State at the Ministry of Finance, I refer to the above referenced Second Amendment Agreement and its Annexes which constitute an integral part thereof (hereinafter together referred to as the "Second Amendment Agreement") entered into between, among others, EFSF, the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State") and the Bank of Greece on [•] 2014. I warrant that I am competent to issue this legal opinion in connection with the Second Amendment Agreement on behalf of the Beneficiary Member State. I have examined originals of the Second Amendment Agreement and the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of Greece, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except the Beneficiary Member State and the Bank of Greece) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Second Amendment Agreement of, and their valid authorisation and signing by, each party other than the Beneficiary Member State and the Bank of Greece; and) and (iii) the validity, binding effect and enforceability of the Second Amendment Agreement on each party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Master Facility Agreement and the Second Amendment Agreement. force in the Beneficiary Member State, the Beneficiary Member State is by the execution of the Second Amendment Agreement by [insert name], Minister of Finance, validly and irrevocably committed to fulfil all of its obligations under it.

The Beneficiary Member State’s execution, delivery and performance of the Second Amendment Agreement: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable regulation or ruling of any competent authority or any agreement or Treaty binding on it or any of its agencies.

The representations and warranties given by the Beneficiary Member State in the Second Amendment Agreement are true and accurate.

Nothing in this Second Amendment Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Master Facility Agreement as amended by the Second Amendment Agreement.

The Second Amendment Agreement is in proper legal form under Hellenic laws for enforcement against the Beneficiary Member State and the Bank of Greece. The enforcement of the Second Amendment Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Beneficiary Member State, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of Greece.

It is not necessary in order to ensure the legality, validity or enforceability of the Second Amendment Agreement that it be filed, recorded, or enrolled with any court or authority in the Beneficiary Member State.

No taxes, duties, fees or other charges imposed by the Beneficiary Member State or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Second Amendment Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Master Facility Agreement as amended by the Second Amendment Agreement.

No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Master Facility Agreement as amended by the Second Amendment Agreement.

The signature of the Second Amendment Agreement by (.)Governor of the Bank of Greece legally and validly binds the Bank of Greece. the Bank of Greece in accordance with Hellenic law.