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AMENDMENT AGREEMENT

Relating to the

MASTER FINANCIAL ASSISTANCE FACILITY AGREEMENT

between

EUROPEAN FINANCIAL STABILITY FACILITY

THE HELLENIC REPUBLIC as Beneficiary Member State

HELLENIC FINANCIAL STABILITY FUND

and

THE BANK OF GREECE

__ DECEMBER 2012

5764 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

THIS AMENDMENT AGREEMENT (the "Amendment Agreement") is made by and between:

(A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 43, avenue John F. Kennedy, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Klaus Regling, Chief Executive Officer or Mr. Christophe Frankel, Deputy Chief Executive Officer;

(B) The Hellenic Republic (hereinafter referred to as "Greece" or the "Beneficiary Member State"), represented by the Minister of Finance;

(C) The Bank of Greece (hereinafter referred to as the "Bank of Greece"), represented by the 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")

PREAMBLE

Whereas:

(1) A Master Financial Assistance Facility Agreement (hereinafter referred to as the "Master Facility Agreement") was made between the parties hereto on 15 March 2012.

(2) On 27 November 2012, the Eurogroup announced that the euro area Member States would be prepared to consider a number of debt sustainability initiatives, including in relation to financial assistance provided to Greece by EFSF (the "Eurogroup Statement"). The Eurogroup Statement also said that these initiatives would accrue to Greece in a phased manner and conditional upon a strong implementation of the agreed reform measures in the programme period as well as in the post-programme period.

(3) The parties have agreed that the DBB Instalment (as defined below) will form part of the existing Loan Facility (as defined in the Master Facility Agreement) made available under the Master Facility Agreement and the Financial Assistance Amount of the DBB Instalment together with all other Financial Assistance Amounts disbursed under the Master Facility (as defined in the Master Facility Agreement) will not exceed an amount of EUR109,100,000,000.

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5765

(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 Amendment Agreement.

Now, therefore, the parties hereto have agreed as follows:

1. AMENDMENTS TO THE MASTER FACILITY AGREEMENT

1.1 The Master Facility Agreement is hereby amended as follows:

Notwithstanding any provision of the Master Facility Agreement to the contrary, the Guarantee Commission Fee as of the Effective Date shall be zero (0) basis points per annum (or such other level of Guarantee Commission Fee as may be determined by the board of directors of EFSF and approved by the Guarantors as applicable to the Facilities from time to time) applied to the relevant Financial Assistance Amount, provided, for the avoidance of doubt, that such reduction of the Guarantee Commission Fee as of the Effective Date shall not give rise to any right of reimbursement or reduction of any Guarantee Commission Fee that is accrued or has been paid prior to the Effective Date.

1.2 Schedule 1 to the Master Facility Agreement (Loan Facility: Facility Specific Terms) is hereby amended as follows:

(a) Clause 1 (DEFINITIONS) of Schedule 1 (Loan Facility: Facility Specific Terms) is hereby amended by:

(i) inserting the following definitions in paragraph (f) thereof:

""Amendment Agreement" means the amendment agreement to the Master Financial Assistance Facility Agreement dated on or about 7 December 2012."

""DBB Instalment" means an Instalment of the Loan Facility (i) in an aggregate principal amount of up to EUR 10,200,000,000 (ten billion two hundred million euro) or such other amount as is approved by the EWG, acting unanimously (as such term is described in clause 10(5) of the Framework Agreement) if indispensable to ensure the debt sustainability and therefore the continuation of the Greek programme, (ii) which may be drawn to finance Debt Buy-Back Operations, (iii) Disbursements under which may have a maturity of up to 30 years, taking into account the maturity of sovereign obligations purchased in connection with the Debt Buy-Back Operations and (iv) which may be disbursed in the form of EFSF Debt Securities or, subject to approval by EFSF, cash."

""Debt Buy-Back Operations" means public debt tender purchases of various categories of sovereign obligations of Greece to be made as

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described in the Eurogroup Statement (as defined in the Amendment Agreement) and, in each case, in accordance with the formal decision on the disbursement of the Eurogroup to be made on or about 13 December 2012."

""Effective Date" means the Effective Date (as defined in the Amendment Agreement)."

"EFSF Debt Securities" means funding instruments issued by EFSF in the form of short term notes with maturities of up to 364 days.

""Securitisation Notes" means notes issued by one or more special purpose companies or funds (the "Issuer") structured by or on behalf of Greece or the Greek privatisation agency (the "Hellenic Republic Asset Development Fund", or "HRADF") or any successor or replacement body and (i) which hold shares in state owned companies which will be privatised by way of initial public offerings, private sales of shares or private sales of assets, or (ii) which hold land and buildings, natural gas storage rights, economic rights, voting rights or other assets or rights which will be privatised by way of sale, or (iii) which hold the right to the receipts or the proceeds of privatisation transactions which rights have been assigned, transferred or pledged to such company by Greece or by HRADF (or any successor or replacement thereof) (the "Securitised Assets"), provided that EFSF is satisfied that (a) the Issuer is compliant with rating agency criteria for bankruptcy-remoteness of a structured finance note issuer and has full and unencumbered legal and beneficial title to the Securitised Assets, (b) the notes have a minimum rating acceptable to EFSF from at least two (2) of S&P, Moody's and/or Fitch, (c) the notes are first ranking as to payment both of interest and of principal and (d) the coupon on the notes is at least equal to the Interest Rate on the DBB Instalment and provided that EFSF is supplied with such information or legal opinions it may reasonably request in order for it to make an assessment of any Securitisation Notes."

and

(ii) replacing the definition of "Margin" therein by the following definition:

""Margin" means, generally in relation to the Loan Facility, zero, provided that with effect from 1 January 2017 the Margin applicable to the DBB Instalment shall be 200 bps (two hundred basis points) per annum. The level of the Margin applicable to the Loan Facility or the DBB Instalment may be changed from time to time by the board of directors of EFSF and approved by the Guarantors."

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(b) Clause 2 (THE LOAN FACILITY) of Schedule 1 (Loan Facility: Facility Specific Terms) is hereby amended as follows:

(i) Paragraph (c) of the Clause 2 (THE LOAN FACILITY) is hereby amended by inserting the following text after the words "31 December 2014":

"provided that the Availability Period in respect of the DBB Instalment shall commence on the Effective Date and shall end on 20 December 2012 or such later date as is approved by the EWG and EFSF".

(ii) Paragraph (d) of the Clause 2 (THE LOAN FACILITY) is hereby amended by deleting the number "17.5" and inserting in place thereof the number "32.5".

(c) Clause 4 (REQUESTS, DISBURSEMENTS AND CONDITIONS TO DISBURSEMENTS) of Schedule 1 (Loan Facility: Facility Specific Terms) is hereby amended to read in its entirety as follows:

"Clause 4 of the Master Facility Agreement shall apply to each Request for Funds and each Disbursement under this Loan Facility, except that it shall be an additional condition to any Disbursement under the DBB Instalment that:

1. EFSF has received a certificate of compliance satisfactory to it given by the Legal Advisor to the State at the Ministry of Finance of the Beneficiary Member State in the form set out in Annex 2 (Certificate of Compliance) and such certificate of compliance remains correct and accurate as at the Disbursement Date. Such certificate of compliance shall be dated not later than the date of the Request for Funds. The Beneficiary Member State undertakes to inform EFSF immediately if, between the date of the certificate of compliance and the Disbursement Date, any event occurs that would render incorrect any statement made in the certificate of compliance;

2. EFSF has received legal opinions from Cleary, Gottlieb Steen & Hamilton and/or their correspondent law firms regarding compliance by Greece with applicable terms and conditions in loans and bonds;

3. EFSF has received a notification from the Beneficiary Member State of the outcome of the Debt Buy-Back Operation, including (i) the aggregate principal amount of Greek sovereign bonds in respect of which tenders for exchanges are received, (ii) the offer purchase prices specified by the holders of the Greek sovereign bonds which make tenders for exchange of their Greek sovereign bonds, (iii) the proposed clearing price to be used under the Debt Buy-Back

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Operation, (iv) the volume of Greek sovereign bonds in aggregate and of each series (with details of ISIN numbers and maturities) which would be acquired at that level of clearing price, (v) details of the participation percentage and whether the minimum participation percentage has been achieved, (vi) confirmation that the conditions precedent to the Debt Buy-Back Operation, other than the delivery of the EFSF Debt Securities or (if approved by EFSF) disbursement in cash under this Agreement pursuant to the Request for Funds, have been satisfied in full and (vii) confirmation of the amount of EFSF Debt Securities or (if approved by EFSF) cash to be delivered or disbursed by EFSF in respect of the DBB Instalment in respect of the Request for Funds; and

4. EFSF has received from the exchange or tender agent responsible for the Debt Buy-Back Operation a confirmation of the accuracy of the information supplied by the Beneficiary Member State to EFSF in relation to the tenders received in relation to the Debt Buy-Back Operation (referred to in (3) above)."

(d) Clause 5 (REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS) of Schedule 1 (Loan Facility: Facility Specific Terms) is hereby amended to read in its entirety as follows:

"Clause 5 (REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS) of the Master Facility Agreement shall apply to this Loan Facility, provided that:

(i) Paragraphs (e) and (f) of Clause 5(1) shall be amended by including the words "any Debt Buy-Back Operations" after the phrase "MoU (and the transactions contemplated therein)".

(ii) the following additional undertakings shall apply:

(A) the Beneficiary Member State shall use any EFSF Debt Securities or cash received in any Disbursement under the DBB Instalment solely for the purpose of financing the Debt Buy-Back Operations (but excluding costs, fees, expenses or liabilities incurred under or related to such operations);

(B) the Beneficiary Member State shall comply in all respects with all applicable laws and regulations relating to the Debt Buy-Back Operations; and

(C) the Beneficiary Member State shall keep until maturity or (following five (5) days notice to EFSF) cancel all sovereign obligations repurchased in connection with Debt Buy-Back Operations and shall not, without the

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prior written consent of EFSF, reissue or resell such sovereign obligations or use such sovereign obligations as collateral for any financing transaction or otherwise;

(iii) paragraph (g) of Clause 5(2) (Undertakings) shall be amended by inserting the words "or a Debt Buy-Back Operation" after the words "under the PSI LM Facility"; and

(iv) paragraph (h) of Clause 5(2) (Undertakings) shall be amended by inserting the words "or in connection with the Debt Buy-Back Operations" at the end thereof."

(e) Clause 6 (INTEREST, COSTS, FEES AND EXPENSES) of Schedule 1 (Loan Facility: Facility Specific Terms) is hereby amended to read in its entirety as follows:

"Clause 6 (INTEREST, COSTS, FEES AND EXPENSES) of the Master Facility Agreement shall apply to this Loan Facility, provided that:

(i) in the period from the Effective Date until the tenth (10th) anniversary of the Effective Date interest shall not be due and payable but shall be deferred, provided that for the purpose of such deferral the term "interest" shall only include item (i) in the definition of EFSF Cost of Funding and shall not include the annual Service Fee, the Commitment Fee, any applicable Margin and any other costs, fees or expenses mentioned in item (v) in the definition of EFSF Cost of Funding;

(ii) on or prior to the tenth (10th) day following the tenth (10th) anniversary of the Effective Date, EFSF shall notify the Beneficiary Member State in writing of the aggregate amount of interest which has accrued and has been deferred together with the funding and related costs (including principal reimbursements) incurred by EFSF in financing the deferral of such interest (the aggregate of all such amounts being the "Aggregate Accrued Amounts");

(iii) the Beneficiary Member State shall repay to EFSF the Aggregate Accrued Amounts in instalments according to the amortisation profile to be established at the time that the notice is provided under paragraph (ii) above;

(iv) the Aggregate Accrued Amounts shall bear interest in accordance with Clause 6 of the Master Facility Agreement which shall be payable beginning on the date specified in the notice referred to in paragraph (ii) above and on each anniversary of such date (each such date an "Accrued

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Amount Payment Date") until the Aggregate Accrued Amounts are repaid in full; and

(v) the deferral of interest set out in Clause 6(i) to (iv) of this Loan Facility Agreement is and remains at all times conditional upon the Beneficiary Member State continuing to comply with the policy conditionally set out in the MoU and strong implementation by the Beneficiary Member State with the agreed reform measures during the post-programme surveillance period. In case of non-compliance, EFSF may suspend or terminate the deferral of interest in whole or in part."

(f) Clause 7 (REPAYMENT, EARLY REPAYMENT, MANDATORY REPAYMENT AND CANCELLATION) of Schedule 1 (Loan Facility: Facility Specific Terms) is hereby amended to read in its entirety as follows:

"Clause 7 of the Master Facility Agreement shall apply to this Loan Facility, provided that notwithstanding any provision to the contrary in Clause 7 of the Master Facility Agreement, the Beneficiary Member State may voluntarily prepay all or any portion of the DBB Instalment in one or more prepayments subject to the following conditions:

(i) Each such prepayment shall be in a principal amount of at least EUR 200,000,000.00 (two hundred million euro);

(ii) the Beneficiary Member State shall notify the EFSF in writing of each such prepayment, such notification to occur by letter which is received by the EFSF at least two (2) months prior to the date of such prepayment setting out the amount of such prepayment and whether such prepayment shall be made in cash or in the form of Securitisation Notes (as described in paragraphs (iv) and (v) below), and such notice shall be irrevocable and binding on the Beneficiary Member State;

(iii) each such prepayment shall be made together with all costs, expenses, fees, accrued interest and all other amounts due or incurred by EFSF in respect of the amount prepaid, Loss of Interest, Negative Carry, brokerage costs and costs of termination of any hedging which shall be come payable by the Beneficiary Member State in connection with such prepayment (as invoiced by EFSF to the Beneficiary Member State), provided that on or after 1 January 2017, Loss of Interest shall be payable by the Beneficiary Member State only to the extent that it exceeds the aggregate amount of Margin

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paid during the twelve (12) months period immediately preceding the date of such prepayment with respect to the amount of that part of the DBB Instalment which is being prepaid in the relevant instance and provided further that in respect of any prepayment made on or prior to the tenth (10th) anniversary of the Effective Date, deferred interest (as defined in sub-paragraph 6(e)(i) above of this Schedule 1 (Loan Facility: Facility Specific Terms)) which has accrued with respect to the amount of that part of the DBB Instalment which is being prepaid in the relevant instance shall not be paid together with such prepayment but instead shall continue to be deferred as provided in Clause 6 of Schedule 1 (Loan Facility: Facility Specific Terms);

(iv) such prepayment, if in cash, may be made in whole or in part out of privatisation proceeds which exceed the anticipated flow of privatisation proceeds as set out in the Beneficiary Member State's Medium Term Fiscal Strategy Framework; and

(v) the Beneficiary Member State may propose to EFSF to conditionally discharge all or part of the DBB Instalment by the delivery of Securitisation Notes if it anticipates receiving privatisation proceeds which exceed the anticipated flow of privatisation proceeds as set out in the Beneficiary Member State's Medium Term Fiscal Strategy Framework and has arranged for a publicly listed securitisation in respect of anticipated privatisation proceeds. In this event EFSF may in its discretion decide to accept such Securitisation Notes if they are in form and substance satisfactory to EFSF but it is not obligated to do so. If EFSF accepts such delivery of Securitisation Notes, there shall be a conditional discharge of the DBB Instalment in an amount equal to the nominal principal amount of the Securitisation Notes which discharge shall become definitive if the Securitisation Notes are paid in full at their initial scheduled maturity, provided that the Beneficiary Member State shall remain liable to repay the portion of the DBB Instalment which it anticipated would be repaid with the proceeds of the Securitisation Notes as and when due if the Securitisation Notes have not been repaid in full prior to the maturity of the DBB Instalment or if there is any Failure to Pay, Bankruptcy or Restructuring (as such terms are defined in the 2003 ISDA Credit Derivatives Definitions) in relation to the Securitisation Notes or if for any other reason EFSF does not receive proceeds from the Securitisation Notes equal to such portion of the DBB Instalment (and any interest which would have accrued on such portion of the DBB

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Instalment hereunder but for the prepayment made by way of Securitisation Notes); and

(vi) amounts prepaid may not be re-borrowed."

1.3 Notwithstanding the provisions of the Master Facility Agreement and any Confirmation Notices or Acceptance Notices provided or entered into prior to the date hereof, the initial and extended Maturity Dates and Payment Dates for the calculation and payment (where applicable) of interest and for the repayment of principal in respect of each such Tranche or portion of a Tranche disbursed prior to the date hereof shall be as set forth in Annex 3 (Amended Deferred Payment Dates) to this Amendment Agreement.

1.4 All other Clauses remain unchanged.

2. 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 Amendment Agreement, the Master Facility Agreement as amended by this Amendment Agreement and the legal opinions and certificates issued in connection with this Amendment Agreement) and there is no Event of Default outstanding on the date hereof.

3. MISCELLANEOUS

3.1 It is acknowledged and agreed that:

(a) the ECB Credit Enhancement Facility has been repaid in full; and

(b) the Existing Bank Recapitalisation Facility dated 1 March 2012 was not drawn and its Availability Period has now expired.

4. GOVERNING LAW AND JURISDICTION

4.1 This 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.

4.2 The parties undertake to submit any dispute which may arise relating to the legality, validity, interpretation or performance of this Amendment Agreement to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg.

4.3 Clause 3.2 is for the benefit of EFSF only. As a result, nothing in Clause 3.2 prevents EFSF from taking proceedings relating to a dispute ("Proceedings") in the courts of the domicile of the Beneficiary Member State or of the governing law of this Amendment Agreement and the Beneficiary Member

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State 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.

4.4 The Beneficiary Member State, the Bank of Greece and the Hellenic Financial Stability Fund 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 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.

5. ENTRY INTO FORCE

5.1 Following its signature by all parties, this Amendment Agreement and all the amendments to the Master Facility Agreement to be effected hereby shall enter into force only on the date (the "Effective Date") when all of the following conditions are satisfied:

(a) EFSF has received the official notification in the form of the Legal Opinions set out in the forms Annex 1 that this Amendment Agreement has been duly executed on behalf of the Beneficiary Member State, the Bank of Greece and HFSF and all obligations of the Beneficiary Member State, the Bank of Greece and HFSF in relation to this Amendment Agreement are valid, binding and enforceable in accordance with their terms and (other than satisfaction of the conditions in this Clause 5.1) nothing further is required to give effect to the same;

(b) On or before 13 December 2012, the troika has confirmed that the aggregate principal amount of all Greek sovereign obligations in respect of which tenders for exchange are received in connection with the Debt Buy-Back Operations and which Greece proposes to accept contributes together with the initiatives set out in the Eurogroup Statement to the recovery of the debt sustainability of the public sector in Greece; and

(c) On or before 13 December 2012, the Commission has signed the amendment to the MoU.

5.2 EFSF shall notify the Beneficiary Member State, the Bank of Greece and HFSF as to the satisfaction of these conditions, the occurrence of the Effective Date and of the entry into force of this Amendment Agreement and the amendments to the Master Facility Agreement

6. EXECUTION OF THE AGREEMENT

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6.1 This 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 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 Amendment Agreement.

6.2 EFSF shall promptly after the signature of this Amendment Agreement supply conformed copies of the Amendment Agreement to each of the parties.

7. INTERPRETATION AND ANNEXES

7.1 Unless otherwise defined in this Amendment Agreement or the context requires otherwise, capitalised terms defined in the Master Facility Agreement shall have the meaning in this Amendment Agreement.

7.2 The Annexes to this Amendment Agreement shall constitute an integral part hereof:

Annex 1. Form of Legal Opinion

Annex 2. Compliance Certificate

Annex 3. Amended Deferred Payment Dates

Annex 4. List of Contacts

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Done in Luxembourg on __ December 2012 and in Athens on __ December 2012.


____________________________________

REPRESENTED BY KLAUS REGLING, CHIEF EXECUTIVE OFFICER

HELLENIC REPUBLIC

____________________________________

REPRESENTED BY YANNIS STOURNARAS, THE MINISTER OF FINANCE

BANK OF GREECE

____________________________________

REPRESENTED BY GEORGE PROVOPOULOS, THE GOVERNOR OF THE BANK OF GREECE

HELLENIC FINANCIAL STABILITY FUND

____________________________________

REPRESENTED BY PANAYIOTIS THOMOPOULOS, THE PRESIDENT OF THE HELLENIC FINANCIAL STABILITY FUND

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ANNEX 1 FORMS OF LEGAL OPINION

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: Amendment Agreement dated [�•] 2012 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 Amendment Agreement and its Annexes which constitute an integral part thereof (hereinafter together referred to as the "Amendment Agreement") entered into between, amongs others, EFSF, the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State") and the Bank of Greece on [�•] 2012.

I warrant that I am competent to issue this legal opinion in connection with the Amendment Agreement on behalf of the Beneficiary Member State.

I have examined originals of the 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 Amendment Agreement of, and their valid authorisation and signing by, each party other than the Beneficiary Member State and the Bank of Greece; and)

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and (iii) the validity, binding effect and enforceability of the 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 Amendment Agreement.

This opinion is limited to Hellenic law as it stands at the date of this opinion.

Subject to the foregoing, I am of the opinion that:

1. With respect to the laws, regulations and legally binding decisions currently in force in the Beneficiary Member State, the Beneficiary Member State is by the execution of the Amendment Agreement by [insert name], Minister of Finance, validly and irrevocably committed to fulfil all of its obligations under it.

2. The Beneficiary Member State�’s execution, delivery and performance of the 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.

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

4. Nothing in this 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 Amendment Agreement.

5. The 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 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.

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

7. 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 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 Amendment Agreement.

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8. 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 Amendment Agreement.

9. The signature of the Amendment Agreement by [insert name], Governor of the Bank of Greece legally and validly binds the Bank of Greece.

10. The choice of English law as governing law for the Amendment Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of Greece in accordance with Hellenic law.

11. The Beneficiary Member State and the Bank of Greece have legally, effectively and irrevocably submitted to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg in connection with the Amendment Agreement and any judgement of these courts would be conclusive and enforceable in the Beneficiary Member State.

12. Neither the Beneficiary Member State nor the Bank of Greece nor any of their respective properties are immune on the grounds of sovereignty or otherwise from jurisdiction, attachment �– whether before or after judgement �– or execution in respect of any action or proceeding relating to the Amendment Agreement.

13. The execution of the Amendment Agreement has been made upon the provisions of [insert appropriate reference to Hellenic law].

14. [Under the Hellenic law no ratification from Parliament is required for this Amendment Agreement in order to be effective and binding [insert appropriate reference to Hellenic law]]/ [This Amendment Agreement has been validly ratified in accordance with the provisions of Hellenic law].

15. In conclusion, the Amendment Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all the obligations of the Beneficiary Member State and the Bank of Greece in relation to the Amendment Agreement and the Master Facility Agreement as amended by the Amendment Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same.

Legal Advisor to the State at the Ministry of Finance

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PART II: FORM OF LEGAL OPINION FOR GUARANTOR

(official letterhead of the legal counsel to HSF)

[place, date]


Re: Amendment Agreement dated [�•] 2012 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 special counsel to the Hellenic Financial Stability Fund, I refer to the above referenced Amendment Agreement and its Annexes which constitute an integral part thereof (hereinafter together referred to as the "Amendment Agreement") entered into between, amongs others, EFSF, the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State") and the Bank of Greece on [�•] 2012.

I warrant that I am competent to issue this legal opinion in connection with the Amendment Agreement on behalf of the Guarantor.

I have examined originals of the Amendment Agreement. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of Greece and HFSF, 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 those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Amendment Agreement of, and their valid authorisation and signing by, each party other than the Guarantor;

and (iii) the validity, binding effect and enforceability of the 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 Amendment Agreement.

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1. With respect to the laws, regulations and legally binding decisions currently in force in the Beneficiary Member State, the Guarantor is by the execution of the Amendment Agreement by [insert name], validly and irrevocably committed to fulfil all of its obligations under it.

2. The Guarantor's execution, delivery and performance of the Amendment Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) has 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.

3. The Amendment Agreement is in proper legal form under Hellenic laws for enforcement against the Gurarantor. The enforcement of the 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 Guarantor.

4. The signature of the Amendment Agreement by [insert name], President of the Hellenic Financial Stability Fund legally and validly binds the Guarantor

5. The choice of English law as governing law for the Amendment Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of Greece and the Hellenic Financial Stability Fund in accordance with Hellenic law.

6. The Guarantor has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg in connection with the Amendment Agreement and any judgement of these courts would be conclusive and enforceable in the Beneficiary Member State.

7. Neither the Guarantor nor any of its property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment �– whether before or after judgment �– or execution in respect of any action or proceeding relating to the Amendment Agreement.

8. The execution of the Amendment Agreement has been made upon the provisions of law 3864/2010 of the Beneficiary Member State, as currently in effect.

9. An enforceable and valid judgment for a sum of money entered against the Guarantor by a court of the Grand Duchy of Luxembourg or any of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement will be recognised and enforced by Greek courts in accordance

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with the provisions of Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters and/or with Articles 780 and 905 seq. of the Greek Code of Civil Procedure.

10. In conclusion, the Amendment Agreement has been duly executed on behalf of the Guarantor and all the obligations of the Guarantor in relation to the Amendment Agreement and the Master Facility Agreement as amended by the Amendment Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same.

The opinions set out above are subject to the following reservations and qualifications:

(a) this opinion is subject to all insolvency, bankruptcy, liquidation, reorganisation, moratorium, resolution of credit institutions and other laws affecting the rights of creditors or secured creditors generally;

(b) a Greek Court if seized to hear a case based on the Agreement may not treat as conclusive those certificates and determinations which the Agreement states are to be so treated;

(c) no opinion is expressed on matters of fact; and

(d) individual rules of foreign law may be found to be inapplicable in the courts of the Beneficiary Member State if they are contrary to Greek public policy within the meaning of Article 16 of the Rome Convention or to Greek Mandatory Rules in the meaning of Article 7 of the Rome Convention. The choice of foreign law will be recognized and enforced subject to the application of the mandatory provisions of Greek law, within the meaning of Article 7 of the Rome Convention.

Legal Counsel to the Hellenic Financial Stability Fund

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ANNEX 2 CERTIFICATE OF COMPLIANCE

[To be issued on official letterhead of [ ] at the Ministry of Finance]

[place, date]

To: European Financial Stability Facility 43, avenue John F. Kennedy L-1855 Luxembourg Attention: Chief Financial Officer

Re: EUR 109,100,000,000 Master Financial Assistance Facility Agreement between European Financial Stability Facility, the Hellenic Republic (as Beneficiary Member State), the Bank of Greece and the Hellenic Financial Stability Fund signed on [ ] 2012 (the "Master Facility Agreement") and the related Amendment Agreement dated [ ] 2012 (the "Amendment Agreement")

Dear Sirs,

1. In my capacity as [ ] at the Ministry of Finance, I refer to the above referenced Master Facility Agreement and its Annexes which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Bank of Greece and the Hellenic Financial Stability Fund on [�•] and the related Amendment Agreement between the same parties dated [�•]. I also refer to the Memorandum of Understanding signed on [insert date] between the European Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU").

2. I warrant that I am fully competent to issue this certificate of compliance in connection with the Agreement on behalf of the Beneficiary Member State.

3. Terms defined in the Agreement have the same meaning when used in this certificate of compliance unless given a different meaning in this certificate.

4. I hereby confirm that:

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5783

(a) the list of documents annexed to the letter dated [ ] provided to the legal counsel referred to in Clause 1.2(c) of the Amendment Agreement for the purposes of providing the legal opinions referred to therein is a complete list of all financing documents binding on the Beneficiary Member State which are relevant to the Debt Buy-Back Operations;

(b) the representation and warranty set out in Clause 5(1)(e) of the Master Facility Agreement is true and accurate and The Beneficiary Member State is giving that representation and warranty in the light of legal advice obtained and following a comprehensive due diligence review of the agreements, treaties and laws which are binding on it; and

(c) the Debt By-Back Operations do not and will not (i) violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies; (ii) constitute a default or termination event (howsoever described) under any of the matters listed in sub-paragraph (i); and (iii) result in the creation of security or give rise to an obligation to grant security or transfer assets (by way of collateral or economically similar arrangements) in favour of any other person.

Signed: ..................................................................

[ ] at the Ministry of Finance

5784 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

ANNEX 3

AMENDED DEFERRED PAYMENT DATES

Disbursements under Pool funding

Tranche 1 Tranche 2 Tranche 4 Tranche 5

Principal Amount 5,900,000,000 3,300,000,000 4,200,000,000 1,000,000,000

initial Maturity Date 19/03/2032 10/04/2027 10/05/2027 28/06/2027

initial principal repayment schedule Bullet Bullet Bullet Bullet

final extended Maturity Date 19/03/2047 10/04/2041 10/05/2042 28/06/2040

final principal repayment schedule Bullet Bullet Bullet Bullet

scheduled interest Payment Dates Every 19/03 each year

Every 10/04 each year



Tranche 3 �– Bank recapitalisation matched funding until roll over to Pool funding

Portion 1 Portion 2 Portion 3 Portion 4 Portion 5

Principal Amount 5,000,000,000 5,000,000,000 5,000,000,000 5,000,000,000 5,000,000,000

Maturity of the initial Funding Instrument 19/04/2018 19/04/2019 19/04/2020 19/04/2021 19/04/2022

Interest Rate format of the EFSF Facility under the initial Funding Instrument

Floating Rate (6m Euribor)





Spread vs. Ref. (6m Euribor) 46 bp 57 bp 64 bp 71 bp 77 bp

first interest Payment Date 19/10/2012 19/10/2012 19/10/2012 19/10/2012 19/10/2012

Interest Rate applicable to the first period of the initial Funding Instrument

1.501% 1.611% 1.681% 1.751% 1.811%

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5785

Portion 1 Portion 2 Portion 3 Portion 4 Portion 5

subsequent interest Payment Dates under the initial Funding Instrument

Semi-annually on 19 Apr and 19 Oct in each

year


year


year

Semi-annually on 19 Apr and 19 Oct

in each year

Semi-annually on 19 Apr and 19 Oct

in each year

subsequent Interest Rate determination under the initial Funding Instrument

6m Euribor* + spread +

G.Com.Fee + An.Serv.Fee









Day count fraction and Convention

Act/360, Modified

Following, adjusted

Act/360, Modified

Following, adjusted

Act/360, Modified

Following, adjusted

Act/360, Modified

Following, adjusted

Act/360, Modified

Following, adjusted

initial final Maturity Date 19/04/2032 19/04/2032 19/04/2032 19/04/2032 19/04/2032

initial principal repayment schedule

500,000,000 EUR each year

starting 19/04/2023


starting 19/04/2023


starting 19/04/2023

500,000,000 EUR each year starting

19/04/2023

500,000,000 EUR each year starting

19/04/2023

final extended Maturity Date 19/04/2046 19/04/2046 19/04/2046 19/04/2046 19/04/2046

final principal repayment schedule1


from 19/04/2034 to 19/04/2039

and 500,000,000 EUR each year

from 19/04/2043 to 19/04/2046


from 19/04/2034 to 19/04/2039


from 19/04/2043 to 19/04/2046


from 19/04/2034 to 19/04/2039


from 19/04/2043 to 19/04/2046

500,000,000 EUR each year from 19/04/2034 to

19/04/2039 and 500,000,000 EUR

each year from 19/04/2043 to

19/04/2046

500,000,000 EUR each year from 19/04/2034 to

19/04/2039 and 500,000,000 EUR

each year from 19/04/2043 to

19/04/2046

interest Payment Dates after Maturity of initial Funding Instrument

After 19/04/2018, every 19/04 each year



After 19/04/2021, every 19/04 each

year

After 19/04/2022, every 19/04 each

year

* The Euribor fixing is determined on the Second TARGET Settlement Day prior to the commencement of each Interest Period

All fees and all components of interest which are not deferred remain payable on the scheduled Payment Dates.

The Aggregate Accrued Amounts shall be determined and shall be payable in accordance with Clause 6 of Schedule 1 (Loan Facility: Facility Specific Terms) of the Master Facility Agreement as amended by this Amendment Agreement.

1 All the specified dates are inclusive

5786 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

ANNEX 4

LIST OF CONTACTS

For the Lenders and Commission:

European Financial Stability Facility 43, avenue John F. Kennedy L-1855 Luxembourg Attention: Chief Financial Officer Tel: +352 260 962 600 Fax: + 352 260 911 600 SWIFT BIC: EFSFLULL

With copies to:

European Central Bank Kaiserstrasse 29 60311 Frankfurt am Main, Germany Attention: Head of Financial Operations Services Division Tel: + 49 69 1344 3470 Fax: + 49 69 1344 6171 SWIFT BIC: ECBFDEFFBAC

European Commission Directorate General Economic and Financial Affairs- Unit L-4 "Borrowing, accounting, lending and back office" L-2920 Luxembourg Attention: Head of Unit Tel: +352 4301 36372 Fax: +352 4301 36599 SWIFT BIC: EUCOLULL

For the Beneficiary Member State:

Ministry of Finance General Accounting Office 37, E. Venizelos str. 101 65 Athens, Greece Attention: 23rd Division Fax: + 30 210 3338205

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5787

With copy to the Bank of Greece:

Bank of Greece 21, E. Venizelos str. 102 50 Athens, Greece Attention: Government Financial Operations & Accounts Department Government Accounts Section Fax: + 30 210 3221007 SWIFT BIC: BNGRGRAA

For the Hellenic Financial Stability Fund

Hellenic Financial Stability Fund Panepistimiou 10 106 71 Athens, Greece Attention: HFSF President, P. Thomopoulos Tel: + 30 210 363 5420 Fax: + 30 210 362 8082

5788 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

2012

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5789

( « ») :

( ) (« »),

John F. Kennedy . 43, L-1855 (R.C.S. 153.414), . Klaus Regling, (CEO) .

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:

(1) ( « ») 15 2012.

(2) 27 2012, Eurogroup -

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!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5799

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5800 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

Christophe Frankel, /

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!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5801

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!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5803

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5804 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

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!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5805

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5806 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

2

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: 43, Avenue John F. Kennedy L-1855 Luxembourg

: CHIEF FINANCIAL OFFICER : +352 260 962 26

Fax:+ 352 260 962 62 SWIFT :EFSFLULL

: 109.100.000.000

, - ( « »),

[�•] 2012 ( « ») -

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!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5807

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5808 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

3

1 2 4 5 5.900.000.000 3.300.000.000 4.200.000.000 1.000.000.000

19/03/2032 10/04/2027 10/05/2027 28/06/2027

-

19/03/2047 10/04/2041 10/05/2042 28/06/2040

-

-

19/03 -

10/04 -

10/05

28/06

3 �–

1 2 3 4 5

5.000.000.000

5.000.000.000

5.000.000.000 5.000.000.000 5.000.000.000

-

19/04/2018 19/04/2019 19/04/2020 19/04/2021 19/04/2022

(Euribor 6 )

(Euribor 6 )

(Euribor 6 )

(Euribor 6 -)

(Euribor 6 -)

-

(Euribor 6 ) 46 . . 57 . . 64 . . 71 . . 77 . .

19/10/2012 19/10/2012 19/10/2012 19/10/2012 19/10/2012

-

1.501% 1.611% 1.681% 1.751% 1.811%

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5809

1 2 3 4 5

-

19 19

19 19

19 19

19 19

19

19

- -

(Euribor 6 )* +

+

+ - -

(Euribor 6 )* +

+

+ - -

(Euribor 6 )* +

+

+ - -

(Euribor 6 -)* + -

+ - -

+ -

-

(Euribor 6 -)* + -

+ - -

+ -

Act/360, Modified

Following, adjusted

Act/360, Modified

Following, adjusted

Act/360, Modified

Following, adjusted

Act/360, Modified

Following, adjusted

Act/360, Modified

Following, adjusted

- 19/04/2032 19/04/2032 19/04/2032 19/04/2032 19/04/2032

-

500.000.000

-

19/04/2023

500.000.000

-

19/04/2023

500.000.000

-

19/04/2023

500.000.000

19/04/2023

500.000.000

19/04/2023

- -

19/04/2046 19/04/2046 19/04/2046 19/04/2046 19/04/2046

- 1

500.000.000

19/04/2034

19/04/2039

500.000.000

19/04/2043

500.000.000

19/04/2034

19/04/2039

500.000.000

19/04/2043

500.000.000

19/04/2034

19/04/2039

500.000.000

19/04/2043

500.000.000

19/04/2034

19/04/2039 500.000.000

19/04/2043

19/04/2046

500.000.000

19/04/2034

19/04/2039

500.000.000

19/04/2043

19/04/2046

1

5810 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

1 2 3 4 5 19/04/2046 19/04/2046 19/04/2046

- -

-

19/04/2018,

19/04

19/04/2019,

19/04

19/04/2020,

19/04

19/04/2021,

19/04 -

19/04/2022,

19/04

* Euribor TARGET .

- .

6 1 ( 1: : -

) .

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5811

4

:

: 43, Avenue John F. Kennedy L-1855 Luxembourg

: : +352 260 962 26


:

Kaiserstrasse 29 60311 Frankfurt am Main, Germany

: : +49 69 1344 3470

Fax: +49 69 1344 6171 SWIFT BIC: ECBFDEFFBAC

�–

L-4 , « , , » L-2920 Luxembourg

: : +352 4301 36372

Fax: +352 4301 36599 SWIFT BIC: EUCOLULL

:

: 23

. 37, 101 65 , Fax: +30 210 3338205

:

. 21,

102 50 , : ,

Fax: + 210 3221007 SWIFT BIC: BNGRGRAA

5812 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

:

10 106 71 ,

: , . : +210 3635420

Fax: +210 3628082

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5813

AMENDMENT AGREEMENT

Relating to the

FINANCIAL ASSISTANCE FACILITY AGREEMENT-

PSI LM Facility Agreement

between



and

THE BANK OF GREECE

__ DECEMBER 2012

5814 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)



(B) The Hellenic Republic (hereinafter referred to as "Greece" or the "Beneficiary Member State"), represented by the Minister of Finance; and

(C) The Bank of Greece (hereinafter referred to as the "Bank of Greece"), represented by the Governor of the Bank of Greece.

PREAMBLE

Whereas:

(1) A Financial Assistance Facility Agreement- PSI LM Facility Agreement (hereinafter referred to as the "Facility Agreement") was made between EFSF, the Beneficiary Member State and the Bank of Greece on 1 March 2012.


(3) The parties have agreed that the amendments to the Facility Agreement shall be implemented on the terms of and subject to the conditions of this Amendment Agreement.


1. AMENDMENTS TO THE FACILITY AGREEMENT

The Facility Agreement is hereby amended as follows:

1.1 Notwithstanding any provision of the Facility Agreement to the contrary, the Guarantee Commission Fee shall be zero (0) basis points per annum (or such

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5815

other level of Guarantee Commission Fee as may be determined by the board of directors of EFSF and approved by the Guarantors as applicable to the Facilities from time to time) applied to the relevant Financial Assistance Amount, provided, for the avoidance of doubt, that such reduction of the Guarantee Commission Fee shall not give rise to any right of reimbursement or reduction of any Guarantee Commission Fee that is accrued or has been paid prior to the date when this Agreement becomes effective.

1.2 In Clause 6(2) of the Facility Agreement, the reference to "Clause 4(2)(g)" shall be replaced by a reference to "Clause 4(2)(h)".



The representations and warranties in Clause 4(1) of the Facility Agreement remain true and accurate as of the date hereof, including in relation to this Amendment Agreement, the Facility Agreement as amended by this Amendment Agreement and any legal opinions issued in relation to this Amendment Agreement, and there is no Event of Default outstanding on the date hereof.

3. MISCELLANEOUS

3.1 EFSF hereby grants its consent, for the purposes of Clause 4(2)(h) of the Facility Agreement, to the debt buy-back operations described in the Eurogroup Statement.

3.2 The parties acknowledge and agree that the obligation to make repayments under Clause 6(2) of the Facility Agreement shall not arise by reason of an acquisition of New Greek Bonds by the Beneficiary Member State pursuant to the debt buy-back operations described in the Eurogroup Statement.




4.3 Clause 3.2 is for the benefit of EFSF only. As a result, nothing in Clause 3.2 prevents EFSF from taking proceedings relating to a dispute ("Proceedings") in the courts of the domicile of the Beneficiary Member State or of the governing law of this Amendment Agreement and the Beneficiary Member

5816 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

State 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.

4.4 The Beneficiary Member State, the Bank of Greece and the Hellenic Financial Stability Fund 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 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.

5. ENTRY INTO FORCE

Following its signature by all parties, this Amendment Agreement shall enter into force on the date on which EFSF has received the official notification in the form of the Legal Opinion by the Legal Advisor to the State at the Ministry of Finance in the form of Annex 1 that this Amendment Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all obligations of the Beneficiary Member State and the Bank of Greece in relation to this Amendment Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same, on which date this Amendment Agreement shall enter into effect and be binding on and between EFSF, the Beneficiary Member State and the Bank of Greece. EFSF shall notify the Beneficiary Member State and the Bank of Greece as to the date of entry into force.


This 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 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 Amendment Agreement.

EFSF shall promptly after the signature of this Amendment Agreement supply conformed copies of the Amendment Agreement to each of the parties.


7.1 Unless otherwise defined in this Amendment Agreement or the context requires otherwise, capitalised terms defined in the Facility Agreement shall have the same meaning in this Amendment Agreement.


!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5817

Annex 1. Form of Legal Opinion.

Annex 2. List of Contacts.

5818 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)



____________________________________


HELLENIC REPUBLIC

____________________________________


BANK OF GREECE

____________________________________


!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5819

ANNEX 1 FORM OF LEGAL OPINION


[place, date]


Re: Amendment Agreement dated [�•] 2012 between European Financial Stability Facility, the Hellenic Republic and the Bank of Greece Legal Opinion

Dear Sirs,



I have examined originals of the Amendment Agreement. 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 Amendment Agreement of, and their valid authorisation and signing by, each party other than the Beneficiary Member State and the Bank of Greece and (iii) the validity, binding effect and enforceability of the Amendment Agreement on each party under the laws of England.

5820 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

Terms used and not defined in this opinion shall have the meaning set out in the Facility Agreement and the Amendment Agreement.



1. With respect to the laws, regulations and legally binding decisions currently in force in the Hellenic Republic, the Beneficiary Member State is by the execution of the Amendment Agreement by [insert name], Minister of Finance, validly and irrevocably committed to fulfil all of its obligations under it.


3. Nothing in this 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 Facility Agreement as amended by the Amendment Agreement.

4. The 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 Amendment Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State.

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

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

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


!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5821


10. The Beneficiary Member State and the Bank of Greece have legally, effectively and irrevocably submitted to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg in connection with the Amendment Agreement and any judgement of these courts would be conclusive and enforceable in the Hellenic Republic.




14. In conclusion, the Amendment Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all the obligations of the Beneficiary Member State and the Bank of Greece in relation to the Amendment Agreement and the Facility Agreement as amended by the Amendment Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same.


5822 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

ANNEX 2

LIST OF CONTACTS



With copies to:





!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5823



5824 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

�–

2012

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5825

( « ») :

( ) (« »), - John F. Kennedy .

43, L-1855 (R.C.S. 153.414), . Klaus Regling, (CEO) . Christophe Frankel, A

, (« »),

( ) ( « » « »), ,

( ) , ( « ») - .

:

:

(1) H - - ( « ») , -

1 2012.

(2) 27 2012, Eurogroup E - , -

( « Eurogroup»). Eurogroup -

- -

.

(3) -

.

, :

1.

:

1.1 :

-, (0) (

,

) , , -, -

5826 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

.

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1.3 .

2.

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, -

, - .

3.

3.1 , 4(2)( ) ,

Eurogroup.

3.2 - 6(2) -

, - Eurogroup.

4.

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4.2 , ,

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, , -

. , - .

4.4 , -

, , - , , , -

-

.

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5827

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.

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7

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7.2 :

1

2

5828 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

_ 2012 _ 2012.

Klaus Regling, / Christophe Frankel A -

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5829

1

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5830 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

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!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5831

12. [ ].

13. [ - . [

]]/ [ - ].

14.

, -

.

5832 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

2

:

: 43, avenue John F. Kennedy L-1855 Luxembourg

: CHIEF FINANCIAL OFFICER : +352 260 962 26


:

Kaiserstrasse 29 60311 Frankfurt am Main,

: .: + 49 69 1344 3470

Fax: + 49 69 1344 6171 SWIFT BIC: ECBFDEFFBAC

-

L-4 " , , " L-2920

: .: (+352) 4301 36372

FAX: (+352) 4301 36599 SWIFT: EUCOLULL

:

. 37.

101 65 , : 23

Fax: + 30 210 3338205

:

. 21

102 50 , : ,

Fax: + 30 210 3221007 SWIFT BIC: BNGRGRAA

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5833

AMENDMENT AGREEMENT

Relating to the

FINANCIAL ASSISTANCE FACILITY AGREEMENT-

Bond Interest Facility

between



and

THE BANK OF GREECE

__ DECEMBER 2012

5834 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)



(B) The Hellenic Republic (hereinafter referred to as "Greece" or the "Beneficiary Member State"), represented by the Minister of Finance; and

(C) The Bank of Greece (hereinafter referred to as the "Bank of Greece"), represented by the Governor of the Bank of Greece.

PREAMBLE

Whereas:

(1) A Financial Assistance Facility Agreement- Bond Interest Facility (hereinafter referred to as the "Facility Agreement") was made between EFSF, the Beneficiary Member State and the Bank of Greece on 1 March 2012.


(3) The parties have agreed that the amendments to the Facility Agreement shall be implemented on the terms of and subject to the conditions of this Amendment Agreement.


1. AMENDMENTS TO THE FACILITY AGREEMENT

The Facility Agreement is hereby amended as follows:

1.1 Notwithstanding any provision of the Facility Agreement to the contrary, the Guarantee Commission Fee shall be zero (0) basis points per annum (or such

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5835

other level of Guarantee Commission Fee as may be determined by the board of directors of EFSF and approved by the Guarantors as applicable to the Facilities from time to time) applied to the relevant Financial Assistance Amount, provided, for the avoidance of doubt, that such reduction of the Guarantee Commission Fee shall not give rise to any right of reimbursement or reduction of any Guarantee Commission Fee that is accrued or has been paid prior to the date when this Agreement becomes effective.



The representations and warranties in Clause 4(1) of the Facility Agreement remain true and accurate as of the date hereof, including in relation to this Amendment Agreement, the Facility Agreement as amended by this Amendment Agreement and any legal opinions provided in relation to the Amendment Agreement and there is no Event of Default outstanding on the date hereof.

3. MISCELLANEOUS

3.1 EFSF hereby grants its consent, for the purposes of Clause 4(2)(g) of the Facility Agreement, to the debt buy-back operations described in the Eurogroup Statement.

3.2 The parties acknowledge and agree that the obligation to make repayments under Clause 6(2) of the Facility Agreement shall not arise by reason of an acquisition of New Greek Bonds by the Beneficiary Member State pursuant to the debt buy-back operations described in the Eurogroup Statement.




4.3 Clause 3.2 is for the benefit of EFSF only. As a result, nothing in Clause 3.2 prevents EFSF from taking proceedings relating to a dispute ("Proceedings") in the courts of the domicile of the Beneficiary Member State or of the governing law of this Amendment Agreement and the Beneficiary Member State 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.

5836 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

4.4 The Beneficiary Member State, the Bank of Greece and the Hellenic Financial Stability Fund 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 Amendment Agreement, including, without limitation, immunity from suit, judgment or other order, from attachment, arrest or injunction prior to judgment, and from execution and enforcement against its assets to the extent not prohibited by mandatory law.

5. ENTRY INTO FORCE

Following its signature by all parties, this Amendment Agreement shall enter into force on the date on which EFSF has received the official notification in the form of the Legal Opinion by the Legal Advisor to the State at the Ministry of Finance in the form of Annex 1 that this Amendment Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all obligations of the Beneficiary Member State and the Bank of Greece in relation to this Amendment Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same, on which date this Amendment Agreement shall enter into effect and be binding on and between EFSF, the Beneficiary Member State and the Bank of Greece. EFSF shall notify the Beneficiary Member State and the Bank of Greece as to the date of entry into force.


This 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 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 Amendment Agreement.

EFSF shall promptly after the signature of this Amendment Agreement supply conformed copies of the Amendment Agreement to each of the parties.


7.1 Unless otherwise defined in this Amendment Agreement or the context requires otherwise, capitalised terms defined in the Facility Agreement shall have the same meaning in this Amendment Agreement.


Annex 1. Form of Legal Opinion.

Annex 2. List of Contacts.

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5837



____________________________________


HELLENIC REPUBLIC

____________________________________


BANK OF GREECE

____________________________________


5838 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

ANNEX 1 FORM OF LEGAL OPINION


[place, date]


Re: Amendment Agreement dated [�•] 2012 between European Financial Stability Facility, the Hellenic Republic and the Bank of Greece Legal Opinion

Dear Sirs,



I have examined originals of the Amendment Agreement. 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 Amendment Agreement of, and their valid authorisation and signing by, each party other than the Beneficiary Member State and the Bank of Greece and (iii) the validity, binding effect and enforceability of the Amendment Agreement on each party under the laws of England.

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5839

Terms used and not defined in this opinion shall have the meaning set out in the Facility Agreement and the Amendment Agreement.



1. With respect to the laws, regulations and legally binding decisions currently in force in the Hellenic Republic, the Beneficiary Member State is by the execution of the Amendment Agreement by [insert name], Minister of Finance, validly and irrevocably committed to fulfil all of its obligations under it.


3. Nothing in this 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 Facility Agreement as amended by the Amendment Agreement.

4. The 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 Amendment Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State.

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

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

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


5840 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)


10. The Beneficiary Member State and the Bank of Greece have legally, effectively and irrevocably submitted to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg in connection with the Amendment Agreement and any judgement of these courts would be conclusive and enforceable in the Hellenic Republic.




14. In conclusion, the Amendment Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all the obligations of the Beneficiary Member State and the Bank of Greece in relation to the Amendment Agreement and the Facility Agreement as amended by the Amendment Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same.


!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5841

ANNEX 2

LIST OF CONTACTS



With copies to:





5842 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)



!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5843

-

2012

5844 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

( « ») - :

( ) (« »), -

John F. Kennedy . 43, L-1855 (R.C.S. 153.414), -

. Klaus Regling, (CEO) . Christophe Frankel, A , (« »), ( ) ( « » « -

» ( ) ,

, ( « »).

:

: (1) �– ( -

« ») , [15] 2012.

(2) 27 2012, Eurogroup

, ( « -

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!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5845

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_ 2012 _ 2012.

!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5847

Klaus Regling, / Christophe Frankel A -

5848 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

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!"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0) 5851

2

: :

43, avenue John F. Kennedy L-1855 Luxembourg

: Chief Financial Officer : +352 260 962 600


:

- L-4 " , , " L-2920 Luxembourg

: .: (+352) 4301 36372

Fax: (+352) 4301 36599 SWIFT: EUCOLULL

Kaiserstrasse 29 D-60311 Frankfurt am Main

: .: + 49 69 1344 3470

Fax: + 49 69 1344 6171 SWIFT BIC: ECBFDEFFBAC

:

. 37.

101 65 , : 23

Fax: + 30 210 3338205

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5852 !"#$!%&' (#' )*+!%,#'!-' ((!*20' 3%-(0)

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