Bond Grecia 5.2% ( XS0191352847 ) in EUR

Issuer Grecia
Market price 100 %  ▼ 
Country  Greece
ISIN code  XS0191352847 ( in EUR )
Interest rate 5.2% per year ( payment 1 time a year)
Maturity 16/07/2034 - Bond has expired



Prospectus brochure of the bond Greece XS0191352847 in EUR 5.2%, expired


Minimal amount /
Total amount /
Detailed description Greece is a southeastern European country comprising a mainland and numerous islands, renowned for its ancient history, diverse landscapes, and vibrant culture.

The Bond issued by Grecia ( Greece ) , in EUR, with the ISIN code XS0191352847, pays a coupon of 5.2% per year.
The coupons are paid 1 time per year and the Bond maturity is 16/07/2034








OFFERING CIRCULAR


The Hellenic Republic
Euro 1,000,000,000
5.20 per cent. Bonds due 2034
Issue Price: 100.376
The Euro 1,000,000,000 5.20 per cent. Bonds due 2034 (the "Bonds") of The Hellenic
Republic (the "Republic") will bear interest from, and including, 30 April 2004 at the rate of
5.20 per cent. per annum payable annually in arrear on 17 July of each year. The first
payment of interest will be paid on 17 July 2005 in respect of the period from, and including,
30 April 2004 to, but excluding, 17 July 2005 (long first coupon). Payments of interest in
respect of the Bonds will be made without deduction for or on account of Greek taxes, as
described, and subject to the exceptions set out, under "Terms and Conditions of the Bonds -
Taxation".
The Bonds will mature on 17 July 2034.
Application has been made to list the Bonds on the Luxembourg Stock Exchange.
The Bonds will be represented initially by a temporary global Bond (the "Temporary Global
Bond"), without interest coupons or talons, which is expected to be deposited with a common
depositary (the "Common Depositary") for Euroclear Bank S.A./N.V. as operator of the
Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") for credit on or about 30 April 2004 (the "Closing Date") to the accounts of
such clearance systems. The Temporary Global Bond will be exchangeable for a permanent
global Bond (the "Permanent Global Bond"), without interest coupons or talons, to be held
by the Common Depositary, not earlier than 10 June 2004 upon certification as to non-U.S.
beneficial ownership. Save in the certain limited circumstances described herein, Bonds in
definitive form will not be issued in exchange for the Permanent Global Bond.

Deutsche Bank
The date of this Offering Circular is 29 April 2004


Page 1



The Republic confirms that it has taken all reasonable care to ensure that all information
contained in this Offering Circular with regard to the Republic and the Bonds is in every
material respect true and accurate and not misleading and to the best of its knowledge and
belief there are no other facts the omission of which would make any statement in the
Offering Circular misleading in any material respect in the context of the issue and sale of the
Bonds.
Deutsche Bank AG (the "Manager") has not separately verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by the Manager as to the accuracy or
completeness of the information contained in this Offering Circular or any other information
provided by the Republic in connection with the Bonds or their distribution.
No person is or has been authorised to give any information or to make any representation
which is not contained in, or which is not consistent with, this Offering Circular or any other
information supplied by or on behalf of the Republic in connection with the Bonds and, if
given or made, such information or representation must not be relied upon as having been
authorised by the Republic or the Manager.
Neither this Offering Circular nor any other information supplied in connection with the
Bonds (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation or constituting an invitation or offer by the Republic that
any recipient of this Offering Circular should purchase any Bonds. Each investor
contemplating purchasing any Bonds should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Republic.
The delivery of this Offering Circular does not at any time imply that the information
contained herein concerning the Republic is correct at any time subsequent to the date hereof
or that any other information supplied in connection with the issue of the Bonds is correct as
of any time subsequent to the date indicated in the document containing the same.
The distribution of this Offering Circular and the offer or sale of Bonds may be restricted by
law in certain jurisdictions. The Republic and the Manager do not represent that this
document may be lawfully distributed or that the Bonds may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction,
or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the
Republic or the Manager which would permit a public offering of the Bonds or distribution of
this document in any jurisdiction where action for that purpose is required. Accordingly, the
Bonds may not be offered or sold, directly or indirectly, and neither this Offering Circular
nor any advertisement or other offering material may be distributed or published, in any
jurisdiction except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this Offering Circular or any Bonds
come must inform themselves about, and observe, any such restrictions. In particular there
are restrictions on the distribution of this Offering Circular and the offer or sale of Bonds in
the United States and the United Kingdom (see "Subscription and Sale").
In this Offering Circular, unless otherwise specified or the context otherwise requires,
references to "" or "euro" are to the currency introduced at the start of the third stage of
European Economic and Monetary Union pursuant to the Treaty establishing the European
Community (as amended from time to time).

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TABLE OF CONTENTS

Page
Terms and Conditions of the Bonds .....................................................................................4
Summary of Provisions Relating to the Bonds while in Global Form ................................ 14
Use of Proceeds................................................................................................................. 16
Greek Taxation.................................................................................................................. 16
Subscription and Sale ........................................................................................................ 17
General Information .......................................................................................................... 17
In connection with the issue and distribution of the Bonds, Deutsche Bank AG may
over-allot or effect transactions with a view to supporting the market price of the Bonds
at a level higher than that which might otherwise prevail for a limited period. However,
there may be no obligation on Deutsche Bank AG or any agent of it to do this. Such
stabilising, if commenced, may be discontinued at any time and must be brought to an
end after a limited period. Such stabilisation shall be in accordance with all applicable
laws and regulations, including Greek law.

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TERMS AND CONDITIONS OF THE BONDS
There follows the text of the Terms and Conditions to which (subject to completion and
amendment) the Bonds will be subject:
The Euro 1,000,000,000 5.20 per cent. Bonds due 2034 (the "Bonds") are issued by The
Hellenic Republic (the "Republic") pursuant to (a) article 1 of Law 2187/94 of the
Republic, as amended and supplemented by article 11 of Law 2628/98 of the Republic,
(b) Law 2198/94 of the Republic, and (c) Ministerial Decision No. 2/44514/0004 dated 16
June 1999 of the Minister of Finance. Payments in respect of the Bonds will be made
pursuant to an Agency Agreement (the "Agency Agreement") dated 30 April 2004 and
made between the Republic and Deutsche Bank AG London as fiscal and principal paying
agent and agent bank (the "Agent", which expression shall include any successor agent)
and Deutsche Bank Luxembourg S.A. as the other paying agent (together with the Agent
the "Paying Agents", which expression shall include any successor paying agents).
The Bondholders and the Couponholders (each as defined below) are entitled to the
benefit of a Deed of Covenant (the "Deed of Covenant") dated 29 April 2004 and made
by the Republic.
Copies of the Agency Agreement and the Deed of Covenant are available for inspection,
during normal business hours at the specified office of the Agent. The Bondholders and
the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the
provisions of the Deed of Covenant and the Agency Agreement which are binding on
them.
Words and expressions defined in the Agency Agreement shall have the same meanings
where used in these Terms and Conditions unless the context otherwise requires or unless
otherwise stated and provided that, in the event of inconsistency between the Agency
Agreement and these Terms and Conditions, these Terms and Conditions will prevail.
Any reference herein to "Bondholders" shall mean the holders of the Bonds and any
reference herein to "Couponholders" shall mean the holders of the Coupons (as defined
below).
1.
FORM, DENOMINATION AND TITLE
The Bonds are in bearer form and in the denomination of Euro 1,000, Euro 10,000 and
Euro 100,000 (the "Specified Denominations"). The Bonds are issued with interest
coupons for the payment of interest (the "Coupons") attached.
Subject as provided below, title to the Bonds and Coupons will pass by delivery. The
Republic and any Paying Agent may deem and treat the bearer of any Bond or Coupon as
the absolute owner thereof (whether or not overdue and notwithstanding any notice of
ownership or writing thereon or notice of any previous loss or theft thereof) for all
purposes.
For as long as any of the Bonds are represented by a global Bond held on behalf of
Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), each person
(other than Euroclear or Clearstream, Luxembourg) that is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg, as the holder of a particular nominal
amount of such Bonds (in which regard any certificate or other document issued by
Euroclear or Clearstream, Luxembourg as to the nominal amount of such Bonds standing to
the account of any person shall be conclusive and binding for all purposes save in the case of

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manifest error) shall be treated by the Republic and any Paying Agent as the holder of such
nominal amount of such Bonds for all purposes other than with respect to the payment of
principal or interest on the Bonds, for which purpose the bearer of the relevant global Bond
shall be treated by the Republic and any Paying Agent as the holder of such Bonds in
accordance with and subject to the terms of the relevant global Bond (and the expressions
"Bondholder" and "holder of Bonds" and related expressions shall be construed
accordingly). Bonds which are represented by a global Bond will be transferable only in
accordance with the rules and procedures for the time being of Euroclear or Clearstream,
Luxembourg, as the case may be.
2.
STATUS OF THE BONDS AND NEGATIVE PLEDGE
The Bonds constitute direct, general, unconditional, unsubordinated and, subject to this
Condition, unsecured obligations of the Republic. The Bonds rank pari passu with all
other unsecured and unsubordinated obligations of the Republic outstanding on 30 April
2004 or issued thereafter without any preference granted by the Republic to one above the
other by reason of priority of date of issue, currency of payment, or otherwise. The due
and punctual payment of the Bonds and the performance of the obligations of the
Republic with respect thereto is backed by the full faith and credit of the Republic.
So long as any Bond remains outstanding, the Republic shall not create or permit to
subsist any mortgage, pledge, lien or charge upon any of its present or future revenues,
properties or assets to secure any External Indebtedness, unless the Bonds shall also be
secured by such mortgage, pledge, lien or charge equally and rateably with such External
Indebtedness or by such other security as may be approved by an Extraordinary
Resolution of the Bondholders (as described in Condition 10).
"External Indebtedness" means existing or future indebtedness for borrowed money of the
Republic expressed or payable or optionally payable in a currency other than the lawful
currency of the Republic (including any guarantees given by the Republic for any existing or
future indebtedness for borrowed money of any other person which indebtedness is expressed
or payable or optionally payable in a currency other than the lawful currency of the Republic)
where such indebtedness is borrowed from or initially placed with a foreign institution or
person under a contract governed by the laws of a jurisdiction other than the Republic.
3. INTEREST
The Bonds bear interest from and including 30 April 2004 at the rate of 5.20 per cent. per
annum, payable annually in arrear on 17 July in each year. The first payment of interest will
be made on 17 July 2005 in respect of the period from, and including, 30 April 2004 to, but
excluding, 17 July 2005 and will amount to Euro 63.08 for each Euro 1,000 Specified
Denomination, Euro 630.82 for each Euro Specified Denomination and Euro 6,308.20 for
each Euro 100,000 Specified Denomination. Each Bond will cease to bear interest from the
due date for redemption unless, upon due presentation, payment of principal is improperly
withheld or refused. In such event it shall continue to bear interest at such rate (both before
and after judgment) until whichever is the earlier of (a) the day on which all sums due in
respect of such Bond up to that day are received by or on behalf of the relevant holder, and
(b) the day seven days after the Agent has notified Bondholders of receipt of all sums due in
respect of all the Bonds up to that seventh day (except to the extent that there is a failure in
the subsequent payment to the relevant holders under these Conditions). If interest is required
to be calculated for a period of less than one year, it will be calculated on the basis of the
actual number of days elapsed divided by 365 (or, if any of the days elapsed fall in a leap
year, the sum of (A) the number of those days falling in a leap year divided by 366 and (B)
the number of those days falling in a non-leap year divided by 365).

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4.
REDEMPTION AND PURCHASE
(1) Final
Redemption
Unless previously redeemed or purchased and cancelled as provided below, the Bonds
will be redeemed at their principal amount on 17 July 2034 (the "Maturity Date").
(2) Purchases
The Republic may at any time purchase or otherwise acquire Bonds in the open market or
otherwise. Bonds purchased or otherwise acquired by the Republic may be held or resold
or, at the discretion of the Republic, surrendered to the Agent for cancellation (together
with (in the case of definitive Bonds) any unmatured Coupons attached thereto or
purchased therewith). If purchases are made by tender, tenders must be made available to
all holders of Bonds alike.
(3) Cancellation
All Bonds redeemed, and all Bonds purchased or otherwise acquired as aforesaid and
surrendered to the Agent for cancellation, shall be cancelled (together, in the case of
definitive Bonds, with all unmatured Coupons presented therewith), and thereafter may
not be re-issued or re-sold.
5. PAYMENTS

Subject as provided below payments will be made in euro cheque drawn on, or by transfer
to, a euro account maintained by the payee. Payments of principal and interest in respect
of the Bonds will (subject as provided below) be made against presentation or surrender
of such Bonds or Coupons, as the case may be, at any specified office of any Paying
Agents outside the United States. If any Bonds are redeemed or become repayable in
accordance with these Conditions prior to the Maturity Date, principal will be payable on
surrender of each Bond. All payments of interest and principal with respect to Bonds will
be made outside the United States. Upon the due date for redemption of any Bond all
unmatured Coupons relating to such Bond (whether or not attached) shall become void
and no payment shall be made in respect of them.
If any date for payment of any amount in respect of any Bond or Coupon is not a Payment
Day, then the holder thereof shall not be entitled to payment until the next following
Payment Day in the relevant place and shall not be entitled to any further interest or other
sum in respect of any such delay, unless such following Payment Day falls in the next
calendar month, in which case payment will be on the first preceding day that is a
Payment Day in the relevant place. For these purposes, "Payment Day" means (subject
to Condition 8) any day which is both:
(i)
a day on which commercial banks and foreign exchange markets settle payments in
the relevant place of presentation; and
(ii)
a day on which the TARGET System is operating.
If the due date for redemption of any Bond is not an Interest Payment Date, interest
accrued in respect of such Bond from (and including) the last preceding Interest Payment
Date (or from the Interest Commencement Date, as the case may be) will be paid only
against surrender of such Bond.

Page 6



The name of the initial Agent and the other initial Paying Agent and their initial specified
offices are set out below. The Republic reserves the right at any time to vary or terminate
the appointment of any Paying Agent and to appoint additional or other Paying Agents
and/or to approve any change in the specified office of any Paying Agent, provided that it
will, so long as any of the Bonds is outstanding, maintain (i) an Agent and (ii) a Paying
Agent (which may be the Agent) having a specified office in a leading financial centre in
continental Europe which, so long as the Bonds are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require, shall be Luxembourg. Any such
variation, termination or change shall only take effect (other than in the case of
insolvency, when it shall be of immediate effect) after not less than 30 days' prior notice
thereof shall have been given to the Bondholders in accordance with Condition 11 and
provided further that neither the resignation nor removal of the Agent shall take effect,
except in the case of insolvency as aforesaid, until a new Agent has been appointed.
Furthermore, the Republic undertakes that any Paying Agent maintained shall have a
specified office in a Member State of the European Union that is not obliged to withhold
or deduct tax pursuant to the European Directive on the Taxation of Savings Income
unless such obligation is imposed by the same European Directive.
Payments in respect of the Bonds will be subject in all cases to any fiscal or other laws
and regulations applicable thereto in the place of payment or to any European Community
legal provision but without prejudice to the provisions of Condition 6.
6. TAXATION
All payments of principal and/or interest in respect of the Bonds and Coupons will be
made without deduction or withholding for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied by or
on behalf of the Republic or by or on behalf of any political subdivision thereof or any
authority therein having power to tax (a "Tax"), unless deduction or withholding of such
Tax is compelled by law. In that event the Republic will pay such additional amounts as
will result (after such deduction or withholding) in the receipt by the holders of the Bonds
or Coupons of the amounts which would otherwise have been receivable (in the absence
of such deduction or withholding), except that no such additional amount shall be payable
in respect of any Bond or Coupon presented for payment:
(a)
by or on behalf of a holder who is subject to such Tax in respect of such Bond or
Coupon by reason of his being connected with the Republic (or any political
subdivision thereof) otherwise than merely by holding such Bond or Coupon or
receiving principal or interest in respect thereof; or
(b)
by or on behalf of a holder who would not be liable for or subject to such withholding
or deduction by making a declaration of non-residence or other similar claim for
exemption to the relevant tax authority if, after having been requested to make such a
declaration or claim, such holder fails to do so; or
(c)
more than 30 days after the Relevant Date except to the extent that the holder thereof
would have been entitled to such additional payment on presenting the same for
payment on the last day of such 30 day period; or
(d)
where such withholding or deduction is imposed on a payment to or for an individual
and is required to be made pursuant to the European Union Directive on the Taxation
of Savings Income.

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The "Relevant Date" in relation to any Bond or Coupon means:
(i)
the due date for payment thereof; or
(ii)
(if the full amount of the monies payable on such date has not been received by the
Agent on or prior to such due date) the date on which, the full amount of such monies
having been so received, notice to that effect is duly given to the Bondholders in
accordance with Condition 11 or individually.
Any reference in these Terms and Conditions to principal in respect of the Bonds shall be
deemed to include, as applicable, any additional amounts which may be payable under
this Condition by reason of a deduction or withholding of any amount from payments of
principal.
Any reference in these Terms and Conditions to interest in respect of the Bonds shall be
deemed to include, as applicable, any additional amounts which may be payable under
this Condition by reason of a deduction or withholding of any amount from payments of
interest.
7. EVENTS
OF
DEFAULT
If any of the following events (each an "Event of Default") occurs:
(a)
the Republic defaults in any payment of interest in respect of any of the Bonds or
Coupons and such default is not cured by payment thereof within 30 days from the
due date for such payment; or
(b)
the Republic is in default in the performance of any other covenant, condition or
provision set out in the Bonds and continues to be in default for 30 days after written
notice thereof shall have been given to the Republic by the holder of any Bond; or
(c)
in respect of any other External Indebtedness in an amount equal to or exceeding
U.S.$25,000,000 (or its equivalent), (i) such indebtedness is accelerated so that it
becomes due and payable prior to the stated maturity thereof as a result of a default
thereunder and such acceleration has not been rescinded or annulled or (ii) any
payment obligation under such indebtedness is not paid as and when due and the
applicable grace period, if any, has lapsed and such non-payment has not been cured;
or
(d)
a general moratorium is declared by the Republic or the Bank of Greece in respect of
its External Indebtedness or the Republic or the Bank of Greece announces its
inability to pay its External Indebtedness as it matures; or
(e)
any government order, decree or enactment shall be made whereby the Republic is
prevented from observing and performing in full its obligations contained in the
Bonds,
then the holders for the time being of at least 25 per cent. of the aggregate principal
amount of the outstanding Bonds may (i) give notice in writing to the Republic and to the
Agent in accordance with Condition 11 that such Bonds are immediately due and payable
at their principal amount together with accrued interest (if any) or (ii) decide at a meeting
that such Bonds are immediately due and payable, whereupon such Bonds shall become
immediately due and payable at their principal amount together with accrued interest (if
any) and/or (iii) decide at a meeting that, if the case may be, litigation be instituted.

Page 8



The holders of at least 66 2/3 per cent. of the aggregate principal amount of the Bonds (at
the time being outstanding) may rescind (i) such notice of acceleration (ii) such decision
to accelerate or (iii) such decision to institute litigation if the event or events of default
giving rise to the declaration or to the decisions have been cured or waived. Such
rescission shall be made by giving notice in writing to the Republic and to the Agent
whereupon such declaration or decision shall be rescinded and have no further effect. No
such rescission shall affect any other or any subsequent Event of Default or any right of
any Bondholder in relation thereto. Such rescission will be conclusive and binding on all
holders of the Bonds
8. PRESCRIPTION
Claims for payment of principal in respect of the Bonds shall be prescribed upon the
expiry of ten years, and claims for payment of interest in respect of the Bonds shall be
prescribed upon the expiry of five years, in each case from the Relevant Date (as defined
in Condition 6) thereof, subject to the provisions of Condition 5.
9.
REPLACEMENT OF BONDS AND COUPONS
If any Bond or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced
at the specified office of the Agent upon payment by the claimant of the expenses
incurred in connection therewith and on such terms as to evidence and indemnity as the
Republic may reasonably require. Mutilated or defaced Bonds or Coupons must be
surrendered before replacements will be issued.
10.
MEETINGS OF BONDHOLDERS AND MODIFICATION
The Agency Agreement contains provisions for convening meetings of Bondholders to
consider matters affecting their interests, including modification by Extraordinary
Resolution of these Terms and Conditions or the provisions of the Agency Agreement.
Such a meeting may be convened by the Republic and shall be convened by the Republic
at any time upon the request in writing of the holder or holders of 10 per cent. or more in
principal amount of the Bonds for the time being outstanding. The quorum for any
meeting convened to consider an Extraordinary Resolution shall be one or more persons
holding or representing not less than 66 2/3 per cent. of the aggregate principal amount of
the Bonds for the time being outstanding, or 25 per cent. of the aggregate principal
amount of the Bonds for the time being outstanding at any adjourned meeting. However,
at any meeting, the business of which is to:
(i)
change the due date for the payment of the principal, premium (if any) or any
installment of interest on the Bonds;
(ii)
reduce or cancel the principal amount or redemption price or premium (if any) of the
Bonds;
(iii)
reduce the portion of the principal amount which is payable upon acceleration of the
maturity of the Bonds;
(iv)
reduce the interest rate on the Bonds or any premium payable upon redemption of the
Bonds;
(v)
change the currency in which interest, premium (if any) or principal will be paid or
the places at which interest, premium (if any) or principal of Bonds is payable;

Page 9



(vi)
shorten the period during which the Issuer is not permitted to redeem Bonds, or
permit the Republic to redeem Bonds if, prior to such action, the Republic is not
permitted to do so;
(vii)
reduce the proportion of the principal amount of the Bonds whose vote or consent is
necessary to modify, amend or supplement the Agency Agreement or the Terms and
Conditions of the Bonds;
(viii)
reduce the proportion of the principal amount of the Bonds whose vote or consent is
necessary to make, take or give any request, demand, authorisation, direction, notice,
consent, waiver or other action provided to be made in the Agency Agreement or the
Terms and Conditions of the Bonds;
(ix)
change the obligation of the Republic to pay additional amounts with respect to the
Bonds;
(x)
change this definition, the definition of "outstanding" contained in the Agency
Agreement or the definition of "Written Resolution" set out below;
(xi)
change the governing law provision of the Bonds;
(xii)
change the courts to the jurisdiction of which the Republic has submitted, its
obligation under the Agency Agreement or the Terms and Conditions of the Bonds to
appoint and maintain an agent for service of process or the waiver of immunity in
respect of actions or proceedings brought by any holder based upon a Bond;
(xiii) appoint a committee to represent Bondholders after an event of default occurs;
(each a "Reserved Matter")
the necessary quorum will be one or more persons holding or representing not less than 75 per
cent. of the aggregate principal amount of the Bonds for the time being outstanding or not less
than 50 per cent. of the aggregate principal amount of the Bonds for the time being
outstanding at any adjourned meeting.
Resolutions may be duly passed as an Extraordinary Resolution at any meeting of the
Bondholders or by Written Resolution and will be binding on all the Bondholders (whether or
not they are present at such meeting and whether or not may sign the Written Resolution) and
on all Couponholders.
An "Extraordinary Resolution" means a resolution passed at a meeting of the Bondholders
duly convened and held in accordance with the provisions above by or on behalf of the
holders of: (i) in the case of a Reserved Matter, at least 75 per cent. of the aggregate principal
amount of the Bonds for the time being outstanding or at least 50 per cent. at any adjourned
meeting of aggregate principal amount of the Bonds for the time being outstanding, or (ii) in
the case of a matter other than a Reserved Matter, at least 66 2/3 per cent. of the aggregate
principal amount of the Bonds for the time being outstanding or at least 25 per cent. at any
adjourned meeting of the aggregate principal amount of the Bonds for the time being
outstanding.
A "Written Resolution" means a resolution in writing signed by or on behalf of the holders
of: (i) in the case of a Reserved Matter, at least 75 per cent. of the aggregate principal amount
of the Bonds for the time being outstanding, or (ii) in the case of a matter other than a
Reserved Matter, at least 66 2/3 per cent. of the aggregate principal amount of the Bonds for

Page 10