THIS AGREEMENT is made on.. between the following parties: (1) ATHENS URBAN TRANSPORT ORGANISATION (OASA ORGANISMOS ASTIKON SYGHINONION ATHINON) (the "Issuer"); and (2).. Issue of the Notes 1.1 The Notes 1.2 Issue This Agreement relates to an issue of euro per cent. Guaranteed Notes due of the Issuer (the "Notes" which expression shall, where the context admits, include the temporary global note (the "Temporary Global Note") and the permanent global note (the "Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes") to be guaranteed by the Hellenic Republic (the "Guarantor"). Whilst in global form the Notes will have the benefit of deed of covenant to be dated..(the "Deed of Covenant"). The Issuer agrees to issue the Notes to the Manager on 18.., or such later date as the Manager may agree (the "Closing Date"). 1.3 Guarantee The Guarantor has unconditionally and irrevocably agreed to guarantee to each Noteholder the payment by the Issuer of all sums payable in relation to the Notes and to the Manager the Issuer's obligations under this Agreement pursuant to a deed of guarantee executed by the Deputy Minister of Economy of the Greek State and Finance, (the "Guarantee"). 1.4 Principal Agreements The Issuer will, not later than the Closing Date, enter into (and provide the Manager with a copy of) a fiscal agency agreement ("Agency Agreement") with.. as fiscal agent and the other agents referred to in the Agency Agreement substantially in the form of the agreed draft. The Notes will be issued in accordance with the terms of the Agency Agreement and will be in the respective forms set out in the Schedule 1 (Form of Temporary Global Note), Schedule 2 (Form of Permanent Global Note) and Schedule 3 (Form of Definitive Note) thereof. The Definitive Notes (the "Definitive Notes") will be in bearer form in the denomination of euro. each with coupons attached. This Agreement, the Agency Agreement and the Deed of Covenant are together referred to as the "Principal Agreements".
2 2. SUBSCRIPTION AND SALE 2.1 Subscription The Manager agrees to subscribe and pay for the Notes on the Closing Date at a price equal to 100.00 per cent. of the principal amount of the Notes plus accrued interest, if any, from to the Closing Date (the "Issue Price"). 2.2 Selling Restrictions The Manager represents and warrants that it has complied with the following terms: (a) (b) No action has been or will be taken in any jurisdiction by the Manager or the Issuer that would permit a public offering of the Notes, or the possession or distribution of any offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required. The Manager will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession or distributes any such material, in all cases at its own expense. The Issuer and the Manager will have no responsibility for, and the Manager will obtain any consent, approval or permission required by it for, the acquisition, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any acquisition, offer, sale or delivery. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons except in accordance with Regulation S under the Securities Act ("Regulation S") or pursuant to an exemption from the registration requirements of the Securities Act. The Manager represents and agrees that it has offered and sold the Notes, and agrees that it will offer and sell the Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S. Accordingly, neither it, its affiliates, nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes, and it and they have complied with the offering restrictions requirement of Regulation S. The Manager agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, US persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and Closing Date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S." Terms used in the above paragraph of sub-clause 2.2(b) have the meanings given to them by Regulation S.
3 (c) In addition: (i) (ii) (iii) (iv) except to the extent permitted under US Treas Reg.163-5(c)(2)(i)(D) (the "D Rules"), the Manager (A) represents that it has not offered or sold, and agrees that during the restricted period it will not offer or sell, Notes to a person who is within the United States or its possessions or to a United States Person, and (2) represents that it has not delivered and agrees that it will not deliver within the United States or its possessions Definitive Notes that are sold during the restricted period; the Manager represents that it has and agrees that throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that such Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; if it is a United States person, the Manager represents that it is acquiring the Notes for purposes of resale in connection with their original issue and if it retains Notes for its own account, it will only do so in accordance with the requirements of the US Treas Reg 1.163-5(c)(2)(i)(D)(6); and with respect to each affiliate that acquires from it the Notes for the purpose of offering or selling such Notes during the restricted period, the Manager either (A) repeats and confirms the representations and agreements contained in paragraphs (i), (ii) and (iii) on its behalf or (B) agrees that it will obtain from such affiliate for the benefit of the Issuer the representations and agreements contained in paragraphs (i), (ii) and (iii). Terms used in this paragraph have the meanings given to them by the US Internal Revenue Code and regulations thereunder, including the D Rules. (d) The Manager represents and agrees that: (i) (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantor. (e) The Manager represents and agrees that it has not published, offered or sold and will nor offer or sell the Notes, and it has not distributed and will not publish and distribute any document relating to the Notes, in the Hellenic Republic except in accordance with relevant Greek laws and regulations including any stock exchange controls, regulatory provisions related to the offering of securities to the public at large and certain institutional investors.
4 The Manager acknowledges that any sales of Notes to residents of the Hellenic Republic shall be made in accordance with Greek law and regulations. (f) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), the Manager represents, warrants and agrees that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date), it has not made and will not make an offer of Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time: (i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than 43,000,000 and (iii) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. 2.3 Indemnity The Manager will indemnify the Issuer against any loss, liability, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it arising out of or relating to any unauthorised action by the Manager or the failure by it to observe any of the restrictions or requirements set out in Clause 2.2 (Selling Restrictions) provided that the Manager shall not be liable for any losses, liabilities, costs, claims, actions, damages, expenses or demands arising from the sale of any Notes to any person believed in good faith by the Manager, on reasonable grounds and after making reasonable investigations, to be a person to whom the Notes could legally be sold in compliance with the above restrictions and requirements. The provisions of Clause 4.2 (Indemnity) with respect to the conduct and settlement of actions shall apply mutatis mutandis to this indemnity.
5 3. ANNOUNCEMENTS The Issuer confirms the arrangements made by the Manager on its behalf for announcements in respect of the Notes to be published on such dates and in such newspapers or other publications as it may agree with the Manager. 4. REPRESENTATIONS AND WARRANTIES 4.1 Representations and Warranties The Issuer represents and warrants to the Manager that: (a) (b) (c) (d) (e) (f) the Issuer is duly incorporated and validly existing under the laws of the Hellenic Republic with full power and authority to conduct its business under the terms and conditions of the Notes (the "Conditions") and the Principal Agreements, and is lawfully qualified to do business in those jurisdictions in which business is conducted by it; this Agreement has been duly authorised, executed and delivered by the Issuer and constitutes, and the Agency Agreement has been duly authorised by the Issuer and on the Closing Date will constitute, valid, binding and enforceable obligations of the Issuer subject to principles of equity, the laws of bankruptcy and other laws affecting the rights of creditors generally; the Notes have been duly authorised by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with the terms of the Agency Agreement, will constitute valid and legally binding obligations of the Issuer; the payment obligations of the Issuer under the Notes and the Coupons rank and shall (subject to Condition 3) at all times rank at least equally with all the unsecured and unsubordinated Relevant Debt (as defined in Condition 3); no action or thing is required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the issue of Notes, the carrying out of the other transactions contemplated by the Principal Agreements, or the compliance by the Issuer with the Conditions and the Principal Agreements, except for the filing of the Guarantee with the Official Gazette of the Hellenic Republic which has been effected; the execution and delivery of the Principal Agreements and the issue of the Notes and the carrying out of the other transactions contemplated by the Principal Agreements and compliance with their terms do not and will not: (i) (ii) conflict or be inconsistent with or result in a breach of any of the terms or provisions of, or constitute a default under, the documents constituting the Issuer or any indenture, trust deed, mortgage, bond or other agreement or instrument or obligations to which the Issuer is a party or by which any of its properties is bound; or infringe any existing application, law, treaty (including, without limitation, Articles 87 and 88 of the Treaty establishing the European Community and any regulations, directives and decisions adopted pursuant to this Treaty),
6 rule, regulation, judgment, official or judicial order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over the Issuer or any of its properties or infringe the rules of any stock exchange on which securities of the Issuer are listed; (g) (i) the financial statements of the Issuer delivered by the Issuer to the Manager were prepared in accordance with accounting principles generally accepted in, and pursuant to the relevant laws of, the Hellenic Republic consistently applied and present a true and fair view of the financial position of the Issuer as at the dates, and the results of operations and changes in financial position of the Issuer for the periods, in respect of which they have been prepared; and (ii) since the date of the last audited financial statements of the Issuer as so delivered there has been no change (nor any development or event likely to involve a prospective change) which is materially adverse to the condition (financial or other), prospects, results of operations or general affairs of the Issuer; (h) (i) (j) (k) (l) there are no pending actions, suits or proceedings against or affecting the Issuer or any of its properties which, if determined adversely, would individually or in the aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations or general affairs of the Issuer, or on the ability of the Issuer to perform its obligations under the Principal Agreements or the Notes or which are otherwise material in the context of the issue of the Notes and, to the best of the Issuer's knowledge, no such actions, suits or proceedings are threatened or contemplated; no event has occurred or circumstances arisen which, had the Notes already been issued, might (whether or not with giving of notice and/or the passage of time and/or the fulfilment of any other requirement) constitute an event described under "Events of Default" in the Conditions; upon issue, the Notes will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will (save as provided in the Conditions) rank pari passu among themselves and at least pari passu in right of payment with all other present and future unsecured unsubordinated obligations of the Issuer (as described in the Conditions); under the existing laws and regulations of the Hellenic Republic, all payments on the Notes and Coupons made to an individual that is a non-resident of the Hellenic Republic or a legal entity that is neither organised in, nor maintains a permanent establishment in, the Hellenic Republic ("non-residents") are free and exempt from any and all taxes, duties or other charges of whatsoever nature of the Hellenic Republic and all payment on the Notes and the Coupons made to non-residents will be made by the Issuer without withholding or deduction for or on account of any and all taxes, duties or other charges of whatsoever nature (including, without limitation, income taxes) imposed by the Hellenic Republic; neither the Issuer, its affiliates nor any persons (other than the Manager) acting on its or their behalf have engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of the Notes in the United States;
7 (m) neither the Issuer, its affiliates nor any persons acting on its behalf has made or will make offers for sales of securities under circumstances that would require the registration of the Notes under the Securities Act; (n) (i) the Issuer is subject to civil law with respect to all its obligations under this Agreement and any judgment of a court in England against the Issuer is capable of being enforced in the courts of the Hellenic Republic in accordance with the laws of the Hellenic Republic; (ii) (iii) (iv) under the laws of the Hellenic Republic the issue of the Notes and the execution, delivery and performance by the Issuer of this Agreement and any other contracts to which the Issuer is a party in connection with, or pursuant to, this Agreement constitute private and commercial acts (rather than public or governmental acts) of the Issuer and the Issuer does not enjoy any right of immunity from service of process, jurisdiction, suit, judgement, set-off, counterclaim or other legal process in respect of any of the obligations of the Issuer under the Notes or this Agreement; the waivers by the Issuer of immunity, the consent by the Issuer to the jurisdiction of the courts of England and the appointment by the Issuer of a process agent in England contained in the Notes and this Agreement, and the agreement by the Issuer that English law shall govern the Notes and this Agreement, are irrevocably binding on the Issuer; to the extent that in any jurisdiction (other than that of Hellenic Republic) in which proceedings arising out of or in connection with the Notes and this Agreement as provided in Clause 15.2 may at any time be taken there may be attributed to the Issuer or any of its assets any right of immunity, the waiver combined in Clause 16(a) and (b) hereof is irrevocably binding on the Issuer; and (o) the net proceeds of the issue of the Notes, which are expected to amount to euro.., will be used in relation to the Issuer's public service obligations and for any other purposes which may be assisted from public resources under European community law without the European Commission's prior approval. The Manager shall not be bound to enquire as to the use of proceeds of the Notes, nor shall it be responsible for, or for the consequences of, their application. 4.2 Indemnity The commitment of the Manager under this Agreement being made on the basis of the foregoing representations and warranties and agreements of the Issuer with the intention that they shall remain true and accurate in all respects up to and including the Closing Date and that the agreements shall have been performed on or before the Closing Date, the Issuer undertakes to the Manager that if the Manager, or any of its respective directors, officers or employees, or any United States person (if any) who controls the Manager for the purpose of Section 15 of the Securities Act (each a "Relevant Party") incurs any actual direct liability, damages, costs, loss or expense (including, without limitation, legal fees, costs and expenses) (a "Loss") in respect of any breach or alleged breach of any such representation or warranty or agreement, the Issuer shall pay to the Manager on demand an amount equal to such Loss. The Manager shall not have any duty or obligation, whether as fiduciary or trustee for any
8 Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause. 5. UNDERTAKINGS BY THE ISSUER 5.1 Undertakings by the Issuer The Issuer undertakes with the Manager as follows: (a) (b) the Issuer promptly after becoming aware of the occurrence thereof shall notify the Manager of any Event of Default or any condition, event or act which, with the giving of notice and/or the lapse of time (after the issue of the Notes) would constitute an Event of Default or any breach by the Issuer of the representations, warranties, agreements or undertakings contained in this Agreement and take such steps as may be reasonably expected by the Manager to remedy and/or publicise the same. the Issuer will pay: (i) (ii) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in the Hellenic Republic, the United Kingdom, Belgium and Luxembourg on or in connection with the creation, issue and offering of the Notes or the execution or delivery of any of the Principal Agreements; and in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in respect of that amount; (c) the Issuer will forthwith notify the Manager if at any time prior to completion (in the view of the Manager) of the distribution of the Notes or the payment of the net subscription moneys to the Issuer on the Closing Date anything occurs which renders or may render untrue or incorrect in any material respect any of the warranties contained in Clause 4.1 (Representations and Warranties) and will forthwith take such steps as the Manager may reasonably require to remedy and/or publicise the fact; the Issuer will deliver to.. (d) (e) (f) (g) before the Closing Date the Temporary Global Note and Permanent Global Note signed by a duly authorised officer of the Issuer for authentication in accordance with the Agency Agreement; the Issuer will make such reasonable arrangements satisfactory to the Manager as it can to ensure that the Definitive Notes are printed and issued as provided in/to the extent required by the Agency Agreement; so long as any of the Notes is outstanding, the Issuer will furnish to the Manager, as soon as practicable after it becomes available, any information which is reasonably required to be made available to Noteholders; the Issuer will bear and pay any stamp or other duties or taxes on or in connection with the issue and delivery of the Definitive Notes and the execution and delivery of this Agreement and the Agency Agreement and any value added tax payable in
9 connection with the commissions or other amounts payable or allowed under this Agreement and otherwise in connection with the transactions envisaged by this Agreement; (h) (i) the Issuer undertakes with the Manager that between the date of this Agreement and the Closing Date (both dates inclusive) it will not without the prior approval of the Manager make any announcements concerning, or which could be material in the context of, the offering and distribution of the Notes; and the Issuer will obtain and maintain in full force and effect all consents as may become necessary or advisable for it duly to perform and observe all of its obligations under the Principal Agreements and/or for the validity of the Principal Agreements and will comply with the terms of the same. 6. CONDITIONS PRECEDENT 6.1 Conditions The obligations of the Manager to subscribe and pay for the Notes are conditional upon: (a) the execution and delivery (on or before the Closing Date) of all of the documents and evidence set out in Schedule 1 (Condition Precedent Documents) hereto, which include, inter alia, the Principal Agreements and the Guarantee, each in the agreed form, by the respective parties thereto and the filing of the Guarantee at the National Printing Office for publication in the Government Gazette and receipt from the National Printing Office; (b) (i) there having been, as at the Closing Date, no material adverse change or development involving a prospective material adverse change in the condition (financial or otherwise), business, properties or results of operations of the Issuer or the Guarantor since the date of this Agreement and on the Closing Date the representations and warranties of the Issuer and the Guarantor in this Agreement and the Guarantee, respectively, being true, accurate and correct at, and as if made on, such dates and there being no breach of the Issuer's borrowing limits; and (ii) (iii) the Issuer and the Guarantor having performed all of their respective obligations under this Agreement and the Guarantee, respectively, to be performed on or before the Closing Date; and (in relation to the Issuer) there having been delivered to the Manager a certificate, dated the Closing Date, signed by a duly authorised officer of the Issuer to such effect; and (c) on or before the Closing Date, the Manager having received opinions, in form and substance satisfactory to the Manager, dated the Closing Date of: (i) (ii) Mr Anastasios Koumoutsaris, internal legal adviser to the Issuer in the Hellenic Republic;, legal adviser to the Manager in the Hellenic Republic; and
10 (iii).. legal advisers to the Manager; (d) no rating agency having downgraded, nor given notice or made any public announcement of any intended or potential downgrading or of any review or surveillance with negative implications of, the rating accorded to any debt securities of the Guarantor; 6.2 Waiver and such other documents, opinions and certificates as the Manager may reasonably require. The Manager may, at its discretion and upon such terms as it thinks fit, waive compliance with the whole or any part of Clause 6.1 (Conditions) (other than Clauses 6.1(a) and (b) (Conditions)). 7. CLOSING 7.1 Issue of Notes At 10.00 a.m. (Luxembourg time) (or such other time as may be agreed between the Manager and the Issuer) on the Closing Date, the Issuer will issue and deliver the Manager or its order in such place as the Manager may reasonably require the Temporary Global Note, duly executed and authenticated, to a common depositary (the "Common Depositary") for.. and. 7.2 Payment Against such delivery, the Manager will on the Closing Date, arrange for payment to the Issuer for value on the Closing Date of euro being the net subscription moneys for the Notes (being the aggregate amount payable for the Notes calculated at the Issue Price). Such payment shall be made by the Common Depositary on behalf of the Manager in euro in immediately available funds to such euro account as shall be notified by the Issuer to the Manager, evidence of such payment taking the form of an irrevocable payment instruction for the relevant payment to the Issuer. 8. EXPENSES 8.1 The Issuer shall bear and pay all costs and expenses of its legal advisers incurred in connection with the issue and distribution of the Notes and the arrangements for signing this Agreement. 8.2 The Manager shall bear and pay all costs and expenses incurred and to be incurred (other than those costs and expenses referred to in Clause 8.1 (Expenses) above) in connection with the preparation and management of the issue and distribution of the Notes. 9. TERMINATION 9.1 Termination by the Manager Notwithstanding anything contained in this Agreement, the Manager may by notice to the Issuer terminate this Agreement at any time before the time on the Closing Date when
11 payment would otherwise be due under this Agreement to the Issuer in respect of the Notes if, in the opinion of the Manager, there shall have been such a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would in its view be likely to prejudice materially the success of the offering and distribution of the Notes and, upon notice being given, the parties to this Agreement shall (except for the liability of the Issuer in relation to expenses as provided in Clause 8 and except for any liability arising before or in relation to such termination) be released and discharged from their respective obligations under this Agreement. 9.2 Consequences of termination Upon such notice being given this Agreement shall terminate and be of no further effect and no party shall be under any liability to any other in respect of this Agreement, except that the Issuer shall be responsible for the payment of all costs and expenses referred to in Clause 8 and already incurred or incurred in consequence of such termination, the Manager shall remain liable under Clause 2.2 (Selling Restrictions) and the Issuer shall be responsible for its obligations pursuant to Clause 10 (Survival of Representations and Obligations) which would have continued had the arrangements for the subscription and issue of the Notes been completed. 10. SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS The representations, warranties, agreements, undertakings and indemnities in this Agreement shall continue in full force and effect despite completion of the arrangements for the subscription and issue of the Notes or any investigation made by or on behalf of the Manager. 11. NOTICES 11.1 Addressees Any communication shall be given by letter, telex, fax or telephone: (a) in the case of notices to the Issuer, to it at: 15 Metsovou Street GR-106 82 Athens Greece Tel no: +30 210 820 0827 Fax no: +30 210 8228 546 / +30 210 8212 219 Attention: Aristotelis Polydoropoulos / George Velissaris (b) and in the case of notices from the Issuer to the Manager, to it at: Telephone: Fax: Attention: + +..
12 11.2 Effectiveness Any such communication shall take effect, in the case of a letter, at the time of delivery, in the case of telex or fax, at the time of despatch or, in the case of telephone, when made. 11.3 Confirmation Any communication not by letter shall be confirmed by letter but failure to send or receive the letter of confirmation shall not invalidate the original communication. 12. COUNTERPARTS This Agreement may be executed in any number of counterparts each of which when taken together shall constitute one and the same instrument. 13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 14. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS 14.1 Governing law This Agreement shall be governed by and construed in accordance with English law. 14.2 Jurisdiction The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement ("Proceedings") may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of the Manager and shall not limit the right of the Manager to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). 14.3 Service of Process The Issuer irrevocably appoints the Economic and Commercial Counsellor of the Greek Embassy at the Court of St. James, at present of 1A Holland Park, London W11 3TR as its authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for service of process, the Issuer shall forthwith, appoint a new agent for service of process in England and deliver to the Manager a copy of the new agent's acceptance of that appointment within 30 days. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.
13 15. WAIVER OF IMMUNITY The Issuer hereby (to the fullest extent permitted by law) irrevocably and unconditionally: (a) (b) (c) waives any right of immunity which it or its assets now has or may hereafter acquire in relation to any legal proceedings brought against it or its assets in relation to this Agreement by or on behalf of any of the parties hereto; agrees that no immunity from such proceedings (which shall be deemed to include, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be claimed by or on behalf of itself or in respect of its assets; and consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such proceedings.
14 SCHEDULE 1 Condition Precedent Documents Corporate documents and authorisations 1. A copy of the constitutional documents of the Issuer. 2. Copy of a resolution of the board of directors of the Issuer approving the terms of, and the transactions contemplated by, the Principal Agreements to which it is a party including, but without limitation, the issuance of the Notes and authorising the board of directors of the Issuer to agree any amendments or waivers that may be required (in the board of directors' opinion) in connection with any of the Principal Agreements or the transactions contemplated thereby and authorising one or more persons to sign and deliver each of the Principal Agreements and the Notes and any other documents required in connection therewith. 3. A certificate of an authorised signatory of the Issuer: (a) (b) confirming that the execution of the Principal Agreements and the issue of the Notes will not result in any breach of any limit binding on the Issuer; and certifying that each copy document specified in this Schedule is correct, complete and in full force and effect as at the Closing Date. 4. A specimen of the signature of each person authorised on behalf of the Issuer to execute or witness the execution of any of the Principal Agreements or to sign or send any document or notice in connection with any of the Principal Agreements. 5. Certified copy of the most recent annual consolidated accounts of the Issuer and its consolidated subsidiaries. 6. The decision of the Interministerial Committee of Article 10 of Law 3429/2005 and the Ministerial decision for the granting of the Guarantee by the Guarantor and the issue of the Notes by the Issuer. Principal Agreements Original executed copy (other than in the case of the Guarantee for which a copy of the Guarantee will be provided certified by an officer of the Ministry of Economy and Finance) of each of the following Principal Agreements: 7. the Agency Agreement; 8. the Deed of Covenant; and 9. the Guarantee, together with evidence satisfactory to the Manager that the text of the Guarantee has been delivered in the prescribed manner to the Government Gazette of Greece for publication and that an issue number has been allocated for publication thereof. Other documents and evidence
15 10. Evidence that the agent of the Issuer and the Guarantor under the Transaction Documents for service of process in England and Wales (when applicable) has accepted its appointment. 11. A copy of any other authorisation or other document, opinion, licence, consent, approval, exemption or assurance, together with a certified English translation (if applicable), which the Manager has notified the Issuer is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any of the Principal Agreements or for the validity and enforceability of any of the Principal Agreements.
16 SIGNATORIES AS WITNESS the hands of the parties (or their duly authorised representatives on the date which first appears on page 1) ATHENS URBAN TRANSPORT ORGANISATION (OASA - ORGANISMOS ASTIKON SYGHINONION ATHINON) as Issuer By: Managing Director as Manager By:
EXECUTION VERSION DATED. ATHENS URBAN TRANSPORT ORGANISATION (OASA - ORGANISMOS ASTIKON SYGHINONION ATHINON) as Issuer and.. as Manager Euro per cent. Guaranteed Notes due guaranteed by The Hellenic Republic SUBSCRIPTION AGREEMENT