Obbligazione România 5.75% ( XS0171638330 ) in EUR

România

100 EUR ▼

Romania

XS0171638330 ( in EUR )

5.75% per anno ( pagato 1 volta l'anno)

02/07/2010 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Romania XS0171638330 in EUR 5.75%, scaduta

50 000 EUR

700 000 000 EUR

La Romania è un paese dell'Europa sud-orientale, membro dell'Unione Europea e della NATO, con una ricca storia, cultura e paesaggi diversificati che spaziano dalle montagne ai delta fluviali.

The Obbligazione issued by România ( Romania ) , in EUR, with the ISIN code XS0171638330, pays a coupon of 5.75% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 02/07/2010

Offering Circular
Romania
e700,000,000
5.75% Notes due 2010
Issue price: 98.743%
The issue price of the e700,000,000 5.75% Notes due 2010 (the ``Notes'') of Romania (the ``Issuer'' or
``Romania'') is 98.743% of their principal amount.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 2nd July
2010. See ``Terms and Conditions of the Notes ö Redemption and Purchase''.
The Notes will bear interest from 2nd July 2003at the rate of 5.75% per annum payable annually in arrear
on 2nd July each year commencing on 2nd July 2004. Payments on the Notes will, subject as provided
herein, be made in euro without deduction for or on account of taxes imposed or levied by Romania to the
extent described under ``Terms and Conditions of the Notes ö Taxation''.
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the
``Securities Act'') and are subject to United States tax law requirements. The Notes are being offered outside
the United States by the Managers (as defined in ``Subscription and Sale'') in accordance with Regulation S
under the Securities Act (``Regulation S''), and may not be offered, sold or delivered within the United States
or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
The Notes will be in bearer form and in the denominations of e1,000, e10,000 and e100,000 each. The
Notes will initially be in the form of a temporary global note (the ``Temporary Global Note''), without interest
coupons, which will be deposited on or around 2nd July 2003(the ``Closing Date'') with a common
depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (``Euroclear'') and Clearstream
Banking, socie¤te¤ anonyme, Luxembourg (``Clearstream, Luxembourg''). The Temporary Global Note will be
exchangeable, in whole or in part, for interests in a permanent global note (the ``Permanent Global Note''),
without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S.
beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification
of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited
circumstances in whole, but not in part, for Notes in definitive form in the denominations of e1,000,
e10,000 and e100,000 each and with interest coupons attached. See ``Summary of Provisions Relating to the
Notes in Global Form''.
See ``Investment Considerations'' for a discussion of certain factors that should be considered by prospective
investors.
Citigroup
Deutsche Bank
JPMorgan
UBS Investment Bank
This Offering Circular is dated 30th June 2003

The Issuer, having made all reasonable enquiries, has confirmed to Citigroup Global Markets Limited,
Deutsche Bank AG London, J.P. Morgan Europe Limited and UBS Limited (together, the ``Joint Lead
Managers'') that this Offering Circular contains all information regarding the Issuer and the Notes which is
material in the context of the issue of the Notes, that such information is true and accurate in all material
respects and is not misleading in any material respect, that any opinions, predictions or intentions expressed
in this Offering Circular on the part of the Issuer are honestly held or made and are not misleading in any
material respect and that this Offering Circular does not omit to state any material fact necessary to make
such information, opinions, predictions or intentions (in such context) not misleading in any material respect.
The Issuer accepts responsibility for the information contained in this Offering Circular accordingly.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer or the Notes other than as contained in this Offering Circular or as approved for such purpose by the
Issuer. Any such representation or information should not be relied upon as having been authorised by the
Issuer or the Joint Lead Managers.
Information under the heading ``Romania'' includes extracts from information and data publicly released by
official and other sources. The Issuer accepts responsibility for the accurate reproduction of such information
in this Offering Circular. Updated data has been included where available and such data is subject to further
periodic revision. From time to time, external reports, data and information relating to the Issuer and its
economic position and prospects may be published. Such reports may include projections or conclusions
which are at variance with the information in this Offering Circular.
The delivery of this Offering Circular at any time does not imply that the information contained in it is correct
as at any time subsequent to the date of this Offering Circular. Unless otherwise indicated, all information in
this Offering Circular is given as of the date of this Offering Circular.
The Joint Lead Managers of the offering do not make any representation or warranty, express or implied, as
to the accuracy or completeness of the information in this Offering Circular. Each person receiving this
Offering Circular acknowledges that such person has not relied on the Joint Lead Managers or any person
affiliated with the Joint Lead Managers in connection with its investigation of the accuracy of such
information or its investment decision. Each person contemplating making an investment in the Notes must
make its own investigation and analysis of the creditworthiness of the Issuer and its own determination of
the suitability of any such investment, with particular reference to its own investment objectives and
experience, and any other factors which may be relevant to it in connection with such investment.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Note shall in any
circumstances constitute any representation that there has been no adverse change or any event reasonably
likely to involve any adverse change in the condition (financial or otherwise) or in the affairs of the Issuer
since the date of this Offering Circular.
This Offering Circular does not constitute an offer of, or an invitation to subscribe for or purchase, any
Notes. The distribution of this Offering Circular and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution
of this Offering Circular and other offering material relating to the Notes, see ``Subscription and Sale''.
In particular, the Notes have not been and will not be registered under the Securities Act and are subject to
United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered in the United States or to U.S. persons.
In this Offering Circular, unless otherwise specified, references to ``US$'', ``U.S. dollars'' or ``dollars'' are to
the lawful currency for the time being of the United States of America, references to ``Leu'' or ``Lei'' are to
the lawful currency for the time being of Romania, references to ``Euro'', ``euro'' or ``e'' are to the single
currency introduced in the member states of the European Community which adopted such single currency at
the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing
the European Community, as amended and references to ``Special Drawing Rights'' or ``SDR'' are to the
currency of account of the International Monetary Fund (``IMF'').
No representation is made that the Lei or U.S. dollar amounts referred to herein could have been or could be
converted into U.S. dollars or Lei, as the case may be, at the exchange rates referred to herein, at any
particular exchange rate or at all. Translations of Lei amounts into U.S. dollars are solely for the convenience
of the reader. The U.S. dollar/Lei and the Euro/Lei rates on 19 June 2003were US$1=Lei 32,720 and
e1=Lei 38,114, respectively.
2

Certain of the statements contained in this Offering Circular that are not historical facts are
``forward-looking'' statements, which can be identified by the use of forward-looking terminology such as
``believes'', ``expects'', ``may'', ``will'', ``should'', or ``anticipates'' or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Such
statements are subject to certain risks and uncertainties which could cause actual results to differ materially
from those projected. Prospective purchasers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof. The Issuer undertakes no obligation to republish
revised forward-looking statements to reflect events or circumstances after the date hereof.
Unless otherwise stated, all annual information, including budgetary information, is based upon
calendar years. The Issuer has experienced periods of high and variable rates of inflation. Unless
indicated, the information and figures presented in this Offering Circular for prior years have not
been restated to reflect such inflation. Potential investors should be aware that the effects of
inflation mean that period-to-period comparisons may not be meaningful. See ``Romania ö
Romanian Economy''. Figures included in this Offering Circular have been subject to rounding
adjustments. Accordingly, figures shown for the same item of information may vary, and figures
which are totals may not be an arithmetical aggregate of their components.
In connection with this issue, Deutsche Bank AG London (or any person acting for Deutsche Bank
AG London) may over-allot or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail for a limited period. However,
there may be no obligation on Deutsche Bank AG London or any agent of Deutsche Bank AG
London 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 stabilising shall be in compliance with all applicable
laws, regulations and rules.
3

Contents
Page
Investment Considerations ............................................................................................
5
Terms and Conditions of the Notes ...................................................................................
8
Use of Proceeds..........................................................................................................
15
Summary of Provisions Relating to the Notes in Global Form......................................................
16
Romania ..................................................................................................................
17
Balance of Payments and Foreign Trade..............................................................................
38
Monetary and Financial System .......................................................................................
50
Public Finance............................................................................................................
66
Public Debt ...............................................................................................................
74
Relationships with Multilateral Financial Institutions and Financial Assistance Programmes .................
80
Debt Record..............................................................................................................
90
Taxation ..................................................................................................................
91
Subscription and Sale ...................................................................................................
92
General Information ....................................................................................................
93
4

Investment Considerations
Prospective investors should carefully review the entire Offering Circular, and in particular the investment
considerations set forth below, before making a decision to invest in the Notes.
General
Investors in emerging markets such as Romania should be aware that these markets are subject to greater
risks than more developed markets, including in some cases significant legal, economic and political risks.
Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for
themselves whether, in the light of those risks, their investment is appropriate. Generally, investment in
emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks
involved. Investors should note that a feature of emerging markets such as Romania is that they are subject
to rapid change and the information contained in this Offering Circular may become outdated relatively
quickly.
Investment Considerations Relating to Romania
Political and Economic Considerations
Romania has over recent years undergone substantial political transformation, and in parallel with this
transformation, Romania has pursued a programme of economic structural reform, designed to establish a
free market economy through privatisation of state-owned enterprises and deregulation of the economy.
There can be no assurance that the political initiatives necessary to achieve such a transformation or that
such economic reforms or other reforms described elsewhere in this Offering Circular will be pursued or will
achieve their intended aims.
Romania returned to positive GDP growth since 2000, but there can be no assurance that the positive
growth trend will continue. Without the required reforms, Romanian Gross Domestic Product (``GDP''), which
declined in each of the three years 1997 to 1999, could fall again. See ``Romania ö The Romanian
Economy'' below.
A significant issue facing Romanian economy is the high level of nominal inter-enterprise and budgetary
arrears. The Ministry of Public Finances estimates that as at the end of 2001, arrears constituted
approximately 35.7% of GDP, compared with 33.7% in 1997. A substantial proportion of these arrears are
owed to the state and local budgets, and such arrears could act as a stimulant to inflation.
Economic Transition
Romania has made progress in the transition from a command economy to a market economy, and has
experienced some success in implementing a stricter fiscal and monetary policy. Nevertheless, Romanian
economic performance continues to be marked by certain areas of concern. The privatisation and
restructuring process has proceeded more slowly than expected and the pace of reform is subject to political
and economic factors. Costs incurred by the Government in relation to the restructuring and privatisation
process may be significant. For a more detailed discussion of Romania's restructuring and privatisation
progress, see ``Romania ö Structure of the Economy ö Restructuring and Privatisation'' below.
Social Unrest
The transition to a market economy has caused increased levels of unemployment. Unemployment may
continue to rise as restructuring of unprofitable state-owned enterprises continues. This has resulted in
labour unrest, with strikes and industrial action in some sectors, which could continue if the general
economic situation does not improve. See ``Romania ö The Romanian Economy ö Prices, Inflation, Wages
and Employment'' below.
Inflation
Inflation levels have been persistently high since 1990. Year-on-year inflation reached 17.8% at the end of
2002, representing a fall from the level recorded in 2001 of 30.3% and in 2000 of 40.7%. The Government's
target for 2003is 14.0% (year-on-year), although there can be no assurance that such target will be met.
Budget Deficit
Budget deficits have been recorded during each year since 1989. The budget deficit for 2002 (which includes
central government, social security, local and other budgets) was 2.5% of GDP compared with 3.2% in 2001.
5

The budget deficit target for 2003is 2.6% of GDP, although there can be no guarantee that the deficit will
not exceed this target.
External Financing
Romania has reached agreements with the IMF, the World Bank and other international institutions on
arrangements to obtain additional borrowing with which to meet some of its financing needs. The most
recent stand-by agreement with the IMF was concluded in October 2001. Such arrangements with these
institutions typically provide that drawdowns of funds will be conditional on Romania's fulfilment of a variety
of economic and legislative goals. Failure to achieve such goals, and consequent inability to make
drawdowns, could require Romania to seek other borrowing which might not be available at favourable
terms, or at all. See ``Relationships with Multilateral Financial Institutions and Financial Assistance
Programmes'' below.
European Union Negotiations
Romania is currently in negotiations for accession to the European Union (the ``EU''). The target date set by
the Romanian Government for accession to the EU is 1st January 2007. However, accession depends on a
number of economic and political factors relating to both Romania and the EU and therefore there can be no
guarantee that this target date will be achieved. See ``Romania ö International Relations'' below.
Exchange Rate
The Leu has depreciated during each of the past five years, from the average exchange rate for 1998 of
Lei 8,875.55 = US$1.00 to the current exchange rate of Lei 32,720 = US$1.00 and Lei 38,114 = e1.00 (as at
19 June 2003). The average annual exchange rate for 2002 was Lei 33,055 = US$1.00 and Lei 31,255 =
e1.00. The Government's target for 2003is an average annual exchange rate of Lei 34,210 = US$1.00.
There can be no assurance that such rate will be achieved.
Statistics
Although a range of government ministries, along with the National Bank of Romania (``NBR'') and the
National Institute of Statistics, produce statistics on Romania and its economy, employing their best
endeavours, there can be no assurance that these statistics are as accurate or as reliable as those compiled in
more developed countries. This is partially due to the presence of the shadow economy and the existence of
transactions not officially reported, which may have an impact on the reliability of the statistical information.
Potential investors should also be aware that none of these statistics have been independently verified by any
of the Managers. Statistical data appearing in this document has, unless otherwise stated, been obtained
from or by the Ministry of Public Finances of Romania. Similar statistics may be obtainable from other
sources, but the underlying assumptions, methodology and consequently the resulting data may vary from
source to source. In some cases, official statistical data for 2002 is not available as of the date of this
Offering Circular. Consequently, certain references to 2002 figures are merely provisional figures or estimates
by Romania based on the unofficial data available as at the date hereof.
Unless indicated, the information and figures presented in this Offering Circular have not been restated to
reflect the effects of inflation. Thus, potential investors should be aware that distortions caused by inflation
are present in such figures and information. As a result period-to-period comparisons may not be
meaningful. See ``Romania ö The Romanian Economy ö Inflation and Employment'' below.
Investment Considerations Relating to the Notes
No Existing Market/Market Volatility
Application has been made to list the Notes on the Luxembourg Stock Exchange. However, there can be no
assurance that an active trading market for the Notes will develop, or, if one does develop, that it will be
maintained. If an active trading market for the Notes does not develop or is not maintained, the market price
and liquidity of the Notes may be adversely affected.
The market for securities issued by Romanian issuers is influenced by economic and market conditions in
other Central and Eastern European countries and other emerging markets. Events relating to such markets,
even unrelated to Romania, may cause market volatility and such volatility may adversely affect the price of
the Notes.
6

Credit Rating
Outstanding debt securities in foreign currency of Romania are rated B1 (outlook stable) by Moody's
Investors' Service, BB- (outlook positive) by Standard & Poor's Rating Services, a division of The McGraw Hill
Companies, Inc. and BB- (outlook stable) by Fitch Ratings Ltd. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating
organisation.
Any change in Romania's credit rating could adversely affect the market price of the Notes.
7

Terms and Conditions of the Notes
The following is the text of the Terms and Conditions of the Notes which will be endorsed on each Note in
definitive form:
The e700,000,000 5.75% Notes due 2010 (the ``Notes'', which expression includes any further notes issued
pursuant to Condition 13(Further Issues) and forming a single series therewith) of Romania, acting through
the Ministry of Public Finances (the ``Issuer'') are the subject of a fiscal agency agreement dated 2nd July
2003(as amended or supplemented from time to time, the ``Agency Agreement'') between the Issuer,
Deutsche Bank AG London as fiscal agent (the ``Fiscal Agent'', which expression includes any successor fiscal
agent appointed from time to time in connection with the Notes) and the paying agents named therein
(together with the Fiscal Agent, the ``Paying Agents'', which expression includes any successor or additional
paying agents appointed from time to time in connection with the Notes). Certain provisions of these
Conditions are summaries of the Agency Agreement and subject to its detailed provisions. The holders of the
Notes (the ``Noteholders'') and the holders of the related interest coupons (the ``Couponholders'' and the
``Coupons'', respectively) are bound by, and are deemed to have notice of, all the provisions of the Agency
Agreement applicable to them. Copies of the Agency Agreement are available for inspection during normal
business hours at the Specified Offices (as defined below) of each of the Paying Agents, the initial Specified
Offices of which are set out below.
1.
Form, Denomination and Title
The Notes are in bearer form in the denominations of e1,000, e10,000 and e100,000 with Coupons
attached at the time of issue. Notes of one denomination will not be exchangeable for Notes of another
denomination. Title to the Notes and the Coupons will pass by delivery. The holder of any Note or Coupon
shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not
it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing
thereon or any notice of any previous loss or theft thereof) and no person shall be liable for so treating such
holder.
2.
Status
The Notes constitute direct, general, unconditional, (subject to the provisions of Condition 3) unsecured and
unsubordinated obligations of the Issuer which will at all times rank pari passu without any preference
among themselves. The payment obligations of the Issuer under the Notes will at all times rank at least
equally with all the other present and future unsecured and unsubordinated indebtedness of the Issuer save
for such obligations as may be preferred by mandatory provisions of applicable law.
3.
Negative Pledge
So long as any Note remains outstanding (as defined in the Agency Agreement) the Issuer will not create or
permit to subsist any Security Interest (as defined below) other than a Permitted Security Interest (as defined
below) in any of its property or assets to secure Public External Indebtedness of the Issuer unless (i) the Notes
are secured equally and rateably with such Public External Indebtedness or (ii) the Notes have the benefit of
such other security, guarantee, indemnity or other arrangement as shall be substantially equivalent.
``Permitted Security Interest'' means:
(a)
any Security Interest upon property (or any revenues therefrom) to secure Public External Indebtedness
incurred for the purpose of financing the acquisition or construction of such property;
(b)
any Security Interest existing on any property (or any revenues therefrom) at the time of its acquisition;
(c)
any Security Interest securing Public External Indebtedness incurred for the purpose of Project Financing
provided that (i) the holders of such Public External Indebtedness expressly agree to limit their recourse to the
assets and revenues of such project as the principal source of repayment of such Public External Indebtedness
and (ii) the property over which such Security Interest is granted consists solely of such assets and revenues;
(d)
any Security Interest existing on the original date of issue of the Notes; and
(e)
the renewal or extension of any Security Interest described in subparagraphs (a) to (d) above, provided
that the principal amount of the Public External Indebtedness secured thereby is not increased.
``Project Financing'' means any arrangement for the provision of funds which are to be used solely to finance
a project for the acquisition, construction, development, or exploitation of any property.
8

``Public External Indebtedness'' means any obligations (other than the Notes) for borrowed monies that are (i)
denominated or payable in a currency or by reference to a currency other than the lawful currency of
Romania and (ii) evidenced or represented by bonds, notes or other securities which are for the time being or
are capable of being or intended to be quoted, listed or ordinarily dealt in on any stock exchange, automated
trading system, over-the-counter or other securities market.
``Security Interest'' means lien, pledge, mortgage, security interest, charge or other encumbrance or
preferential arrangement which has the practical effect of constituting a security interest.
4.
Interest
The Notes bear interest from 2nd July 2003(the ``Interest Commencement Date'') at the rate of 5.75% per
annum, payable in arrear on 2nd July in each year (each, an ``Interest Payment Date'') from and including
2nd July 2004, subject as provided in Condition 6.
Each Note will cease to bear interest from the expiry of the day immediately preceding the day on which they
are due for redemption unless, upon due presentation, payment of principal is improperly withheld or
refused, in which case the Note will continue to bear interest at such rate (as well after as before judgment)
until the day on which all sums due, in respect of such Note up to that day, are received by or on behalf of
the relevant Noteholder, but in no event shall the Notes continue to bear interest beyond the fourteenth day
after a notice given in accordance with Condition 14 has been published, to the effect that all funds
necessary for the full redemption of the Notes have been provided to the Fiscal Agent.
Where interest is required to be calculated in respect of a period ending on a date other than an Interest
Payment Date, it shall be calculated on the basis of the actual number of days in the period from and
including the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to, but
excluding, the relevant payment date divided by the number of days in the period from and including the
most recent Interest Payment Date (or, if none, the Interest Commencement Date) to, but excluding, the next
scheduled Interest Payment Date.
5.
Redemption and Purchase
(a)
Scheduled redemption
Unless previously purchased and cancelled, the Notes will be redeemed at their principal amount on 2nd July
2010, subject as provided in Condition 6.
(b)
Purchase and Cancellation
The Issuer and its Agencies (as defined below) may at any time purchase Notes in the open market or
otherwise and at any price. Any Notes so purchased may be cancelled or held and resold. Any Notes so
purchased, while held by or on behalf of the Issuer or any Agency, shall not entitle the holder to vote at any
meeting of Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums
at meetings of Noteholders. Any Notes so cancelled will not be reissued.
In this Condition 5(b), ``Agency'' means any political sub-division, regional government, ministry, department,
authority or statutory corporation of the Issuer and the government thereof (whether or not such statutory
corporation is autonomous).
6.
Payments
(a)
Principal
Payments of principal shall be made only against presentation and (provided that payment is made in full)
surrender of Notes at the Specified Office of any Paying Agent outside the United States by Euro cheque
drawn on, or by transfer to a Euro account (or any other account to which Euro may be credited or
transferred) maintained by the payee with, a bank in the principal financial centre of any Participating
Member State of the European Communities.
(b)
Interest
Payments of interest shall, subject to paragraph (f) below, be made only against presentation and (provided
that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying
Agent outside the United States in the manner described in paragraph (a) above.
9

(c)
Payments subject to fiscal laws
All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and
regulations, but without prejudice to the provisions of Condition 7. No commissions or expenses shall be
charged to the Noteholders in respect of such payments.
(d)
Deduction for unmatured Coupons
If a Note is presented without all unmatured Coupons relating thereto, a sum equal to the aggregate amount
of the missing Coupons will be deducted from the amount of principal due for payment; provided, however,
that, if the gross amount available for payment is less than the principal amount of such Note, the sum
deducted will be that proportion of the aggregate amount of such missing Coupons which the gross amount
actually available for payment bears to the principal amount of such Note. Each sum of principal so deducted
shall be paid in the manner provided in paragraph (a) above against presentation and (provided that payment
is made in full) surrender of the relevant missing Coupons.
(e)
Payments on business days
If the due date for payment of any amount in respect of any Note or Coupon is not a business day in the
place of presentation, the holder shall not be entitled to payment in such place of the amount due until the
next succeeding business day in such place and shall not be entitled to any further interest or other payment
in respect of any such delay. In this paragraph, ``business day'' means, in respect of any place of
presentation, any day which is a day on which banks are open for business in such place of presentation and
a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system
(TARGET) is operating.
(f)
Payments other than in respect of matured Coupons
Payments of interest other than in respect of matured Coupons shall be made only against presentation of
the relevant Notes at the Specified Office of any Paying Agent outside the United States.
(g)
Partial payments
If a Paying Agent makes a partial payment in respect of any Note or Coupon presented to it for payment,
such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.
``Specified Office'' means in relation to any Paying Agent the office specified against its name at the end of
these terms and conditions or such other office as the Paying Agent may specify pursuant to the terms of the
Agency Agreement.
7.
Taxation
All payments of principal and interest in respect of the Notes and the Coupons shall be made without
withholding or deduction for or on account of any present or future taxes, duties, assessments or
governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or within
Romania or any political subdivision or any authority thereof or therein having power to tax (together
``Taxes''), unless such withholding or deduction is required by law. In that event, the Issuer shall pay such
additional amounts as will result in the receipt by the Noteholders of such amounts as would have been
received by them if no such withholding or deduction had been required, except that no such additional
amounts shall be payable in respect of any Note:
(a)
held by a Noteholder which is liable to such Taxes in respect of such Note by reason of its having some
connection with Romania other than the mere holding of such Note; or
(b)
presented for payment more than 30 days after the Relevant Date except to the extent that the relevant
Noteholder would have been entitled to such additional amounts if it had presented such Note or Coupon on
the last day of such period of 30 days; or
(c)
where such withholding or deduction is imposed on a payment to an individual and is required to be
made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of
the ECOFIN Council meeting of 26th-27th November 2000 or any law implementing or complying with, or
introduced in order to conform to, such Directive; or
(d)
presented for payment by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting the relevant Notes or Coupons to another Paying Agent in a Member
State of the European Union.
10