Obligation Euro Stability Fund 2.35% ( EU000A1G0DB8 ) en EUR

Euro Stability Fund

100 % ▲

Luxembourg

EU000A1G0DB8 ( en EUR )

2.35% par an ( paiement annuel )

29/07/2044 - Obligation échue

Prospectus brochure de l'obligation European Financial Stability Facility EU000A1G0DB8 en EUR 2.35%, échue

L'European Financial Stability Facility (EFSF) était un mécanisme spécial de financement créé par les États membres de la zone euro en 2010 pour fournir une assistance financière aux pays de la zone euro confrontés à des difficultés de financement.

L'obligation de l'European Financial Stability Facility (ISIN : EU000A1G0DB8), émise à Luxembourg en EUR, avec un taux d'intérêt de 2,35%, échéant le 29/07/2044 et payant des coupons annuellement, a atteint sa maturité et a été intégralement remboursée à 100%.

PROSPECTUS dated 1 July 2021

European Financial Stability Facility

EUR 241,000,000,000
Guaranteed Debt Issuance Programme

- i -

IMPORTANT NOTICES
European Financial Stability Facility, a société anonyme incorporated in the Grand Duchy of Luxembourg
with registered office at 6a, Circuit de la Foire Internationale, L-1347 Luxembourg, Grand Duchy of
Luxembourg and registered with the Register of Commerce and Companies of Luxembourg (R.C.S.
Luxembourg) under number B153414 ("EFSF" or the "Issuer") has prepared this document (the
"Prospectus") for the purpose of giving information in relation to (i) the Programme, (ii) the Notes (as
defined in the Terms and Conditions of the Notes) to be issued under the Programme, (iii) itself as Issuer,
(iv) the euro-area Member States of the European Union other than the Hellenic Republic, Ireland, the
Portuguese Republic, the Republic of Cyprus or any other euro-area Member State which becomes a
Stepping-Out Guarantor (as described below) in respect of issues of Notes after the date when such euro-
area Member State becomes a Stepping-Out Guarantor provided that a Stepping-Out Guarantor may
guarantee any issue of Notes after the date on which it becomes a Stepping-In Guarantor (as described
below) (together the "Guarantors") and (v) the terms of the Deeds of Guarantee which are issued to
guarantee the Notes. The Issuer accepts responsibility for the information contained in this Prospectus.
This Prospectus does not constitute a prospectus or a base prospectus for the purposes of Article 6 and
Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This prospectus constitutes a
prospectus for purposes of Part III, Chapter 2 of the Luxembourg Prospectus Act on prospectuses for
securities dated 16 July 2019.
This Prospectus replaces and supersedes in its entirety the Prospectus dated 26 June 2020 relating to the
Programme.
Application may be made to the Luxembourg Stock Exchange for debt instruments issued under the debt
issuance programme (the "Programme") described in this Prospectus to be listed on the Official list of the
Luxembourg Stock Exchange and to be admitted to trading on the Regulated Market of the Luxembourg
Stock Exchange. The Programme also permits debt securities to be issued on an unlisted basis or to be
admitted to listing, trading and/or quotation by such other further listing authorities, stock exchanges,
regulated markets and/or quotation systems as may be agreed with the Issuer. Notes will be issued in bearer
form and will, unless otherwise specified, only be sold outside the United States to non-US persons and
will, unless otherwise specified, initially be represented by a global note without interest coupons. This
Prospectus must be read and construed together with any amendments or supplements hereto and with any
information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and
construed together with the relevant Final Terms. This Prospectus may only be used for the purpose for
which it has been published.
The Issuer confirms that this Prospectus (including each set of Final Terms) is true and accurate in all
material respects and is not misleading in any material respect; that any opinions, predictions or intentions
expressed herein are honestly held or made and are not misleading in any material respect; that this
Prospectus does not omit to state any material fact necessary to make such information, opinions,
predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes and the
guarantee of the Notes) not misleading in any material respect; and that all proper enquiries have been made
to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or any Guarantor or such other information as is in the public domain
and, if given or made, such information or representation should not be relied upon as having been
authorised by the Issuer, any Guarantor or any Dealer.
Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Prospectus is true
subsequent to the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial or trading position of the Issuer or any Guarantor since the
date thereof or, if later, the date upon which this Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.

- ii -

The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final
Terms comes are required by the Issuer, the Guarantors and the Dealers 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 the distribution of this Prospectus or any Final Terms and other offering material relating to
the Notes, see "Subscription and Sale" and "Transfer Restrictions".
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United
States, and, subject to certain exceptions, may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation
S")) and Notes that are in bearer form for U.S. federal income tax purposes are not being offered to U.S.
Holders. The Notes may be offered and sold (i) within the United States to qualified institutional buyers
("QIBs"), as defined in Rule 144A under the Securities Act ("Rule 144A"), that are also qualified
purchasers ("QPs"), as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended (the "Investment Company Act") in reliance on the exemption from registration provided by
Rule 144A (the "Rule 144A Notes") and (ii) to non-U.S. persons in offshore transactions in reliance on
Regulation S (the "Regulation S Notes"). The issuer has not been and will not be registered under the
Investment Company Act. Prospective purchasers are hereby notified that sellers of the Rule 144A Notes
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A. For a description of these and certain further restrictions, see "Subscription and Sale" and "Transfer
Restrictions".
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENCE IN THE UNITED STATES.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the Issuer or any Guarantor that any
recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient
of this Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the Issuer and the Guarantors.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed EUR 241,000,000,000 (and for this purpose, any Notes denominated in another
currency shall be converted into euro at the date of the agreement to issue such Notes based on an exchange
rate appearing on the European Central Bank website on the date of the issue of Notes).
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Union, references to "U.S.$", "U.S. dollars" or "dollars" are to United States dollars,
references to "", EUR" or "euro" are to the currency introduced at the start of the third stage of European
economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May
1998 on the introduction of the euro, as amended.
EFSF and/or the Programme have been assigned a rating of AA by S&P Global Ratings Europe Limited
("S&P"), Aa1 by Moody's Deutschland GmbH ("Moody's") and AA by Fitch Ratings Ireland Limited
("Fitch"). As of the date of this Prospectus, each of S&P, Moody's and Fitch is established in the European
Economic Area and is registered under the Regulation (EC) No. 1060/2009 (the "EU CRA Regulation").
The ratings of S&P, Moody's and Fitch are endorsed by S&P Global Ratings UK Limited, Moody's
Investors Service Limited and Fitch Ratings Limited respectively, each of which is established in the UK
and registered under Regulation (EU) No 1060/2009 on credit rating agencies as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ( the "UK CRA
Regulation"). A credit rating is not a recommendation to buy, sell or hold the Notes and may be suspended,
revised or withdrawn at any time.

- iii -

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, stabilisation action
may not occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the Stabilising Manager(s) (or persons
acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes issued other than by the auction process will include a legend
entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration such determination;
however, a distributor subject to Directive 2014/65/EU on markets in financial instruments ("MiFID II")
is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting
or refining the target market assessment) and determining appropriate distribution channels.
The Issuer is exempt from MiFID II and does not constitute a manufacturer or a distributor under the
product governance rules set out in EU Delegated Directive 2017/593. The Issuer is therefore not subject
to the responsibilities conferred on manufacturers or distributors therein.
BENCHMARKS REGULATION
Amounts payable under the Floating Rate Notes may be calculated by reference to one or more
"benchmarks" for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). In such
case, the relevant Final Terms shall include a statement as to whether or not the relevant administrator of
the "benchmark" appears on the register of administrators established and maintained by ESMA pursuant
to Article 36 of the Benchmarks Regulation.
DOCUMENTS INCORPORATED BY REFERENCE
All amendments and supplements to this Prospectus prepared by the Issuer from time to time shall be
deemed to be incorporated in, and to form part of, this Prospectus, provided, however, that any statement
contained in this Prospectus or in any of the documents incorporated by reference in, and forming part of,
this Prospectus shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent
that a statement contained in any document subsequently incorporated by reference modifies or supersedes
such statement.
The Issuer will, at its offices, provide, free of charge, upon written request, a copy of this Prospectus and
any document incorporated by reference in this Prospectus. Written or oral requests for such documents
should be directed to the offices of the Issuer.
This Prospectus and any documents incorporated by reference to this Prospectus will be made available on
the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer
(https://www.esm.europa.eu/investors/efsf/legal-documents
and
https://www.esm.europa.eu/efsf-
governance/annual-accounts respectively). Each document published separately indicates where the other
constituent documents of this Prospectus may be obtained.
The information on the website of the Issuer does not form part of this Prospectus (unless that information
is incorporated by reference into this Prospectus).
SUPPLEMENTS TO THE PROSPECTUS
Every significant new factor, material mistake or inaccuracy relating to the information included in this
Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between
the date of this Prospectus and trading on the regulated market in question begins, shall be mentioned in a

- iv -

supplement to this Prospectus. Such a supplement shall be published in accordance with at least the same
arrangements as were applied when this Prospectus was published.

- v -

CONTENTS

Page
SUMMARY ................................................................................................................................................. 2
INVESTMENT CONSIDERATIONS ......................................................................................................... 7
AUCTION PROCESS ................................................................................................................................ 12
FORMS OF THE NOTES .......................................................................................................................... 13
DEEDS OF GUARANTEE ........................................................................................................................ 18
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 34
FORM OF FINAL TERMS ........................................................................................................................ 53
DESCRIPTION OF THE ISSUER............................................................................................................. 64
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 72
CERTAIN ERISA CONSIDERATIONS ................................................................................................... 73
TAXATION ............................................................................................................................................... 76
SUBSCRIPTION AND SALE ................................................................................................................... 87
TRANSFER RESTRICTIONS ................................................................................................................. 90
USE OF PROCEEDS ................................................................................................................................. 94
GENERAL INFORMATION .................................................................................................................... 95

- 1 -

SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the
Notes should be based on a consideration of the Prospectus as a whole, including any information
incorporated by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in
this Prospectus have the same meanings in this summary.
Issuer:
European Financial Stability Facility, a société anonyme
incorporated in the Grand Duchy of Luxembourg with its
registered office at 6a, Circuit de la Foire Internationale, L-1347
Luxembourg, Grand Duchy of Luxembourg and registered with
the Register of Commerce and Companies of Luxembourg (R.C.S.
Luxembourg) under number B153414.
Guarantors:
The Member States of the European Union whose currency is the
euro (the "euro-area Member States"), other than the Hellenic
Republic, Ireland, the Portuguese Republic, the Republic of
Cyprus or any euro-area Member State which becomes a
Stepping-Out Guarantor (as defined in "Deeds of Guarantee"
below) in respect of any issue of Notes after the date on which it
becomes a Stepping-Out Guarantor on a several basis pursuant to
a guarantee the terms of which are set out in "Deeds of Guarantee"
below, provided that a Stepping-Out Guarantor may guarantee any
issue of Notes after the date on which it becomes a Stepping-In
Guarantor (as defined in "Deeds of Guarantee" below).
Under the Deeds of Guarantee each Guarantor guarantees on a
several basis the due and punctual payment of up to 165 % (the
"Over-Guarantee Percentage") of its Guarantee Contribution
Key % (as defined in "Deeds of Guarantee" below) of all sums
expressed to be payable from time to time by the Issuer under the
Trust Deed or in respect of the Notes. The Guarantors, their
respective Guarantee Contribution Key % and the Over-Guarantee
Percentage applicable in respect of each issue of Notes (the
"Applicable Over-Guarantee Percentage") will be specified in
the Final Terms for such issue of Notes because the identity of the
Guarantors, the Applicable Over-Guarantee Percentage and their
respective Guarantee Contribution Key % may be adjusted over
time to take into account, for example, Stepping-Out Guarantors
(as defined in "Deeds of Guarantee" below), Stepping-In
Guarantors (as defined in "Deeds of Guarantee" below) or new
Member States which adhere to the European Financial Stability
Facility.
The Deeds of Guarantee were issued pursuant to the terms of a
framework agreement (the "Framework Agreement") entered
into between the Issuer and the euro-area Member States. Under
the Framework Agreement, EFSF may also request the euro-area
Member States to issue guarantees for other purposes which are
closely-linked to an issue of Funding Instruments and which
facilitates the obtaining and maintenance of a high quality rating
for Funding Instruments issued by EFSF and efficient funding by
EFSF.
No Guarantor shall be required to issue guarantees which would
result in it having a Guarantee Notional Exposure (as described in
the "Description of the Issuer" below) in excess of its aggregate
guarantee commitment as set out on page 66.

- 2 -

The Trust Deed includes limits on the amount of indebtedness
which the Issuer may incur in respect of Notes or Designated
Market Contracts (as described below).
Each of the Guarantors shall also issue a separate deed of
guarantee in similar terms (the "Market Counterparties Deeds
of Guarantee") to the Trustee to guarantee certain obligations of
the Issuer to market counterparties to whom the Issuer has incurred
indebtedness or delivery obligations under market contracts
designated as "Designated Market Contracts" by the Issuer.
Investment Considerations:
Investing in Notes issued under the Programme involves certain
considerations that might affect the abilities of the Issuer and the
Guarantors to fulfil their respective obligations under the Notes as
discussed under "Investment Considerations" below.
Trustee:
Deutsche Trustee Company Limited.
Issuing and Paying Agent:
Deutsche Bundesbank.
Registrar:
Citibank, N.A.
Transfer Agent:
Citibank, N.A.
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Method of Distribution:
Notes may be sold (i) by means of the auction process described
on page 12 of this Prospectus, (ii) to one or more Dealers in
accordance with the terms of the Master Dealer Agreement (as
defined below) or (iii) directly to an investor.
Final Terms:
Notes issued under the Programme may be issued pursuant to this
Prospectus and associated Final Terms. The terms and conditions
applicable to any particular Tranche of Notes will be the Terms
and Conditions of the Notes as supplemented, amended and/or
replaced to the extent described in the relevant Final Terms.
Listing and Trading:
Applications have been made for Notes to be admitted to listing
on the official list of the Luxembourg Stock Exchange and to
trading on the Regulated Market of the Luxembourg Stock
Exchange. The Programme also permits Notes to be issued on the
basis that they will not be admitted to listing, trading and/or
quotation by any competent authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or
quotation by such other or further competent authorities, stock
exchanges and/or quotation systems as may be agreed with the
Issuer, as specified in the relevant Final Terms.
Clearing Systems:
Clearstream, Frankfurt and/or, in relation to any Tranche of Notes,
any other clearing system as may be specified in the relevant Final
Terms.
Programme Authorised
Up to EUR 241,000,000,000 (or its equivalent in other
Amount:
currencies). Any amendment in the Programme Authorised
Amount shall be notified by way of a supplement to the
Prospectus.

The sum of (i) the aggregate principal amount of Notes
outstanding, (ii) the aggregate amount drawn and paid (and not
reimbursed to the Guarantors) in respect of principal under the
Deeds of Guarantee and/or the Market Counterparties Deeds of
Guarantee and (iii) the aggregate of the Maximum Notional

- 3 -

Liabilities in respect of Designated Market Contracts guaranteed
(and to the extent not drawn and paid) under the Market
Counterparties Deeds of Guarantee (the sums of items (i), (ii) and
(iii) being the "Aggregate Guaranteed Outstandings") shall not
at any time exceed the then applicable Programme Authorised
Amount, including, without limitation, for the purposes of the
Deeds of Guarantee, the Market Counterparties Deeds of
Guarantee and the Programme; and no Notes may be issued if or
to the extent the Aggregate Guaranteed Outstandings exceed or
would exceed the Programme Authorised Amount (all as
determined by the Issuer as of the date of issuance of the relevant
Notes).

For this purpose "Maximum Notional Liability" means with
respect to Designated Market Contracts pertaining to:
(a) loans, treasury instruments including Tagesgeldaufnahme
(short term deposits), Termingeldaufnahme (term deposits),
Schuldschein
(transferrable loan certificates),
Namenschuldverschreibungen (registered notes), commercial
paper, the total principal amount drawn and available to be drawn
under such loan or instrument;

(b) (i) sale and repurchase agreements, or reverse sale and
repurchase agreements where the relevant agreement is
denominated in euro and is entered into for a term not exceeding
12 months, the initial purchase price under such agreements, or (ii)
sale and repurchase agreements, reverse sale and repurchase
agreements (other than those agreements specified in (i) above),
the amount designated as such with the unanimous consent of the
Guarantors (or, the Eurogroup Working Group, as relevant); and

(c) derivative transactions, the Maximum Designated Liability.
Maximum Designated
Means the amount designated as such in relation to such category
Liability:
of derivative transactions with the approval of the Guarantors (or,
the Eurogroup Working Group, as relevant) pursuant to Clause
4.4(c) of the Market Counterparties Deeds of Guarantee regarding
the authorisation of EFSF to enter into such category of derivative
transactions.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue
price, the issue date and the amount of the first payment of interest
may be different in respect of different Tranches. The Notes of
each Tranche will all be subject to identical terms in all respects
save that a Tranche may comprise Notes of different
denominations.
Forms of Notes:
Notes will be issued in bearer form or in registered form.

Each Tranche of Notes will initially be in the form of one or more
Global Notes deposited with Clearstream, Frankfurt.

Each Tranche of Notes sold solely in reliance on Regulation S will
be represented by a Global Note deposited with Clearstream,
Frankfurt (a "Global Bearer Note"). Upon request, the
Eurosystem will take an independent decision on whether the
Notes meet the eligibility requirements of the Eurosystem for its
monetary policy and intraday credit operations. See the section

- 4 -

entitled "Forms of the Notes" below. Each such Global Note will
be exchangeable for Definitive Notes in accordance with its terms.
Definitive Notes will, if interest-bearing, have Coupons attached
and, if appropriate, a Talon for further Coupons.

Each Tranche of Notes sold in part to QIBs that are also QPs (a
"Restricted Note") and in part in reliance on Regulation S (an
"Unrestricted Note") will be represented by:

(i) a Global Note deposited with Clearstream, Frankfurt in respect
of Restricted Notes (a "Restricted Global Note"), each such
Restricted Global Note being exchangeable for individual Note
Certificates in registered form ("Restricted Individual Note
Certificates") in accordance with its terms; and
(ii) a Global Note deposited with Clearstream, Frankfurt in respect
of Unrestricted Notes (an "Unrestricted Global Note") each such
Unrestricted Global Note being exchangeable for individual Note
Certificates in registered form ("Unrestricted Individual Note
Certificates") in accordance with its terms, constituting one and
the same Tranche, and will be, whilst in global form, subject to a
book-entry registration agreement entered into between the Issuer
and Clearstream, Frankfurt. Exchanges and transfers of Restricted
Global Notes are permitted subject to the rules and procedures of
Clearstream Frankfurt and to receipt by the Transfer Agent of the
Restricted Global Notes and a transfer certification. See the
section entitled "Forms of the Notes - Exchanges and Transfers of
Restricted Notes within Clearstream, Frankfurt" below.
Currencies:
Notes may be denominated in euro or in any other currency or
currencies, subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Status of the Notes:
Notes will be issued on an unsecured, unsubordinated basis and
will constitute direct limited recourse obligations of the Issuer.
Recourse:
To the fullest extent permitted by applicable laws, none of the
Trustee or Noteholders (as defined in the Terms and Conditions of
the Notes) shall be entitled to institute or join or support any other
person in instituting against the Issuer any bankruptcy,
reorganisation, insolvency or liquidation proceedings in any
jurisdiction prior to the date which is two years after the maturity
date of the latest maturing Note issued by the Issuer.

Without prejudice to the obligations of the Guarantors under the
Deeds of Guarantee, the recourse of the Trustee and the
Noteholders against the Issuer in respect of the Notes is limited to
the aggregate of (i) the amounts which the Issuer recovers in
respect of Financial Assistance (as defined in the Deeds of
Guarantee) given to euro-area Member States, (ii) any specific
credit enhancement constituted for the relevant issue of Notes and
(iii) any income derived from the investment of the sums referred
to in sub paragraph (ii) of this paragraph.
Status of the Guarantee:
Notes will be unconditionally and irrevocably guaranteed by the
Guarantors, on a several basis as specified in the Deeds of
Guarantee and the relevant Final Terms.
Issue Price:
Notes may be issued at any price and either on a fully or partly
paid basis, as specified in the relevant Final Terms.

- 5 -

Document Outline

#4">MIFID II PRODUCT GOVERNANCE / TARGET MARKET
#4">The Final Terms in respect of any Notes issued other than by the auction process will include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution o...
#4">Amounts payable under the Floating Rate Notes may be calculated by reference to one or more "benchmarks" for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). In such case, the relevant Final Terms shall include a statement as t...
#7">SUMMARY
#12">INVESTMENT CONSIDERATIONS
#12">In order to mitigate the exposure to the credit risk of the relevant beneficiary euro-area Member State (the "Beneficiary Member State"), the Issuer has adopted a number of credit enhancement measures, namely:
- #12">(a) the irrevocable and unconditional guarantee granted on a several basis by euro-area Member States pursuant to the Deeds of Guarantee. Whilst each guarantor's obligations are several only, each guarantor has issued its guarantee for up to the Appli...
- #12">(b) under the Framework Agreement, the Issuer and each euro-area Member State may, by acting with the unanimous consent of all Guarantors agree to adopt such other credit enhancement mechanisms as they consider appropriate or to modify the existing cr...
#17">AUCTION PROCESS
#18">FORMS OF THE NOTES
#21">

ð·
#21">

ð·
#21">

ð·
#21">

ð·
#23">DEEDS OF GUARANTEE
- #23">(1) [Euro Area Member State] (the "Guarantor");
- #23">(2) Deutsche Trustee Company Limited of Winchester House, 1 Great Winchester Street, London, EC2N 2DB, United Kingdom (the "Trustee" which expression includes, where the context admits, all persons which for the time become the trustee or trustees pur...
- #23">(3) European Financial Stability Facility, a société anonyme incorporated in the Grand Duchy of Luxembourg with its registered office at 6a, Circuit de la Foire Internationale, L-1347 Luxembourg, Grand Duchy of Luxembourg and registered with the Regis...
  - #23">(A) The Issuer was incorporated for the purpose of making stability support to euro-area Member States. A framework agreement (the "Framework Agreement") entered into between the euro-area Member States listed in Schedule 1 (the "Guarantors"), the Hel...
  - #24">(B) By a trust deed dated on or about 18 January 2011 as supplemented and amended on 24 August 2011, 24 October 2011, 13 February 2012, 28 June 2013 and 21 December 2018 (the "Trust Deed") the Issuer has authorised the establishment of a Guaranteed De...
  - #24">(C) The Issuer has made applications to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to listing on the official list and to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to tradi...
  - #24">(D) In connection with the Programme, the Issuer and the Guarantors have prepared a Prospectus dated on or about 21 December 2018 as amended and supplemented from time to time (the "Prospectus").
  - #24">(E) Notes issued under the Programme may be issued pursuant to the Prospectus and Final Terms describing the final terms of a particular Tranche of Notes.
  - #24">(F) The Guarantors have authorised the giving of their several, unconditional and irrevocable guarantees in relation to all Notes to be issued under the Programme pursuant to the Deeds of Guarantee. With regard to Notes issued under the Programme on o...
- #25">1. GUARANTEE AND INDEMNITY
  - #25">1.1 Guarantee
  - #25">1.2 The obligations of each of the Guarantors under the Deeds of Guarantee are several only.
  - #25">1.3 Subject to Clause 1.5 below, the Guarantee Contribution Key % of a Guarantor in relation to a Guaranteed Amount is equal to the percentage set out next to each Guarantor's name in Schedule 1 to the Deeds of Guarantee as adjusted from time to time ...
  - #25">1.4 In the event that any one or more of the Guarantors notifies the Issuer and the Trustee in writing that it is unable to pay or does not pay its Guarantee Contribution Key % of a Guaranteed Amount which is the subject of a Demand (the estimated amo...
  - #26">1.5
    - #26">1.5.1 If, in relation to a Guarantor, the Issuer delivers to the Trustee a written notice confirming that all the other Guarantors have accepted that such Guarantor has become a stepping-out guarantor pursuant to Article 8(2) of the Framework Agreemen...
      - #26">(a) this shall not affect the liability of such Stepping-Out Guarantor under its Deed of Guarantee in respect of Notes which have already been issued under the Trust Deed prior to the date when such Guarantor becomes a Stepping-Out Guarantor (the "Ste...
      - #26">(b) such Stepping-Out Guarantor shall not incur liability under its Deed of Guarantee in respect of any further Notes issued under the Trust Deed on or after the relevant Stepping-Out Date;
      - #26">(c) in respect of Notes issued under the Trust Deed on or after the Stepping-Out Date each remaining Guarantor's Guarantee Contribution Key % is increased on a pro rata, pari passu basis such that the Stepping-Out Guarantor is excluded (i.e. such Step...
      - #26">(d) if a Guarantor becomes a Stepping-Out Guarantor then, following a request by such Stepping-Out Guarantor and a unanimous resolution of the Guarantors, it may cease to be a Stepping-Out Guarantor and re- commence to incur liabilities under its Deed...
      - #26">(e) in respect of Notes issued under the Trust Deed on or after the Stepping-In Date, the Guarantee Contribution Key % of each Guarantor (other than the Stepping-In Guarantor) shall be decreased on a pro rata, pari passu basis such that the aggregate ...
      - #26">(f) for Notes issued on or after a Stepping-Out Date or a Stepping-In Date, the terms and conditions and the Final Terms for any Notes issued on or after such date shall set out the Guarantee Contribution Key % of each Guarantor as amended to reflect ...
    - #26">1.5.2 It is acknowledged and agreed that in accordance with the terms of a unanimous resolution of the Member States made pursuant to Articles 5(3) and 10(5)(f) of the Framework Agreement the Slovak Republic is permitted not to guarantee a specified a...
  - #27">1.6
    - #27">1.6.1
      - #27">(a) A Demand under all the Deeds of Guarantee shall be made by the Issuer (acting on behalf of the Trustee) if, on a Calculation Date prior to a Due Date or, if no Demand is made on the Calculation Date, on any Business Day after such Calculation Date...
      - #27">In this event, the Demand shall specify the Anticipated Shortfall Amount, each Guarantor's Guarantee Contribution Key % of such Anticipated Shortfall Amount and shall request in writing each Guarantor to transfer an amount equal to its Guarantee Contr...
      - #27">(b) If, at close of business in Luxembourg on a Cut-Off Date, the Issuer determines that there is an EFSF Available Funds Shortfall in respect of the Guaranteed Amounts due under the Trust Deed or in respect of the Notes on the relevant Due Date, then...
      - #27">(c) If, following a Demand made under Clauses 1.4, 1.6.1(a) or 1.6.1(b), on the relevant Due Date, the Issuer determines that the Guarantors have paid funds into an account designated for this purpose by the Trustee under Clause 1.7 in excess of the E...
    - #28">1.6.2 At any time after the Issuer has failed to pay in full a scheduled interest payment, scheduled principal payment or other amount due and payable under any Note on the date and time when such amount was due as set out in the Notes (which failure ...
    - #28">1.6.3 The Issuer and the Guarantors may agree separately on the assignment and transfer by the Issuer to the Guarantors of a portion of the Issuer's rights and claims in respect of an amount due but unpaid under a Financial Assistance which has given ...
  - #28">1.7 Payments under this Deed of Guarantee shall be made to an account designated for this purpose by the Trustee.
  - #28">1.8 The Guarantor shall not be entitled to set-off or deduct any amounts owing to it by EFSF from any payments due by the Guarantor under this Deed of Guarantee.
  - #28">1.9 Noteholders shall not have any individual or direct rights to demand or to take legal action to enforce this Deed of Guarantee.
  - #28">1.10 Without prejudice to any other provisions of this Deed of Guarantee requiring payments to be made at an earlier time, payments by the Guarantor in respect of a Demand, whether such Demand is made by the Issuer or by the Trustee under Clause 1.1 o...
- #29">2. PRESERVATION OF RIGHTS
  - #29">2.1 Principal obligor
  - #29">2.2 Continuing obligations
  - #29">2.3 Obligations not discharged
    - #29">2.3.1 Winding up: the winding up, dissolution, administration, re-organisation or moratorium of the Issuer or any change in its status, function, control or ownership;
    - #29">2.3.2 Illegality: any of the obligations of the Issuer under or in respect of any Note becoming illegal, invalid, unenforceable or ineffective in any respect;
    - #29">2.3.3 Indulgence, Waivers or Consents: time or other indulgence or any waiver or consent being granted or agreed to be granted to the Issuer in respect of any of its obligations under or in respect of any Note;
    - #29">2.3.4 Amendment: any amendment, novation, supplement, extension, (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement, waiver or release of, any obligation of the Issuer under or...
    - #29">2.3.5 Analogous events: any other act, event or omission which, but for this sub- clause, would operate to discharge, impair or otherwise affect the obligations expressed to be assumed by the Guarantor under this Deed of Guarantee; or
    - #29">2.3.6 Limited recourse: any limitation on recourse against the Issuer or its assets agreed to by the Trustee or Noteholders.
  - #29">2.4 Settlement conditional
  - #30">2.5 Exercise of Rights
    - #30">2.5.1 Demand: to make any demand of the Issuer;
    - #30">2.5.2 Take action: to take any action or obtain judgment in any court against the Issuer; or
    - #30">2.5.3 Claim or proof: to make or file any claim or proof in a winding up or dissolution of the Issuer,
  - #30">2.6 Pari passu
  - #30">2.7 Subrogation of Guarantors' rights
  - #30">2.8 Subordination of Guarantors' Rights
    - #30">(a) if there has been any failure to pay by a Member State under a Financial Assistance made pursuant to the Financial Assistance Facility Agreement with such Member State, the Guarantors shall not without the prior consent of the Trustee be entitled ...
    - #30">(b) if there has been any failure to pay by a Member State under a Financial Assistance made pursuant to the Financial Assistance Facility Agreement with such Member State, the Guarantors shall not without the prior consent of the Trustee be entitled ...
    - #30">(c) if there has been any failure to pay by the Issuer in respect of any Notes issued to finance Financial Assistance to be made under a Financial Assistance Facility Agreement between the Issuer and a specific Member State then no Guarantor shall be ...
- #31">3. DEPOSIT OF DEED OF GUARANTEE
- #31">4. BENEFIT OF DEED OF GUARANTEE
  - #31">4.1 Deed poll
  - #31">4.2 Benefit
  - #31">4.3 Assignment
- #31">5. EXPIRY AND LIMITS OF THE GUARANTEE
  - #31">5.1 Subject to Clause 2.3 and Clause 5.2, this Deed of Guarantee shall expire on the date (the "Expiration Date") which is the earlier of (i) the date when all Notes issued under the Programme have been irrevocably paid in full, no further Notes may b...
  - #31">5.2 In the event that any payment by the Issuer or on the Issuer's behalf is subsequently avoided, reduced or set aside by virtue of any laws relating to bankruptcy, insolvency, liquidation, moratorium or similar laws of general application in force f...
  - #31">5.3 The aggregate of the amounts (other than interest) guaranteed by the Guarantor under this Guarantee and all other guarantees issued by it of the liabilities of EFSF (together with the Guarantee, the "Relevant Guarantees") plus (without double coun...
- #32">6. PARTIAL INVALIDITY
- #32">7. NOTICES
  - #32">7.1 Address for notices
  - #32">7.2 Effectiveness
- #32">8. INTERPRETATION
  - #32">8.1 Definitions
  - #35">8.2 Clauses
  - #35">8.3 Other agreements
  - #35">8.4 Legislation
  - #35">8.5 Headings
  - #35">8.6 Benefit of Deed of Guarantee
- #36">9. LAW AND JURISDICTION
  - #36">9.1 Governing law
  - #36">9.2 Exclusive Jurisdiction
  - #36">9.3 Appropriate forum
  - #36">9.4 Rights of the Trustee to take proceedings outside Luxembourg
  - #36">9.5 Waiver of immunity
#38">Schedule 1 The Guarantors
#39">TERMS AND CONDITIONS OF THE NOTES
#39">1. Introduction
- #39">(a) Programme: European Financial Stability Facility, a société anonyme, incorporated in the Grand Duchy of Luxembourg (the "Issuer") has established a Debt Issuance Programme (the "Programme") for the issuance of up to EUR 241,000,000,000 in aggregat...
- #39">(b) Final Terms: Notes issued under the Programme are issued in series (each a "Series") and each Series may comprise one or more tranches (each a "Tranche") of Notes. Each Tranche is the subject of final terms (the "Final Terms") which supplements ...
- #39">(c) Trust Deed: The Notes are constituted by, are subject to, and have the benefit of, a trust deed dated on or about 21 December 2018 as amended and supplemented from time to time, (the "Trust Deed"), between the Issuer and Deutsche Trustee Company ...
- #39">(d) Deeds of Guarantee: The Notes issued under the Programme have the benefit of the guarantees of the Guarantors issued on a several basis on the terms of the deeds of guarantee entered into between the Issuer, the Trustee and each of the Guarantors...
- #39">(e) Agency Letters: The Notes are the subject of (i) an agency letter dated on or about 18 January 2011 between the Issuer and Deutsche Bundesbank as issuing and paying agent (the "Issuing and Paying Agent", which expression includes any successor is...
- #39">(f) The Notes: The Notes may be issued in bearer form ("Bearer Notes") or registered form ("Registered Notes"). All subsequent references in these Conditions to "Notes" are to the Notes which are the subject of the relevant Final Terms. Copies of the...
- #39">(g) Summaries: Certain provisions of these Conditions are summaries of the Trust Deed, the Agency Letters and the Agency Agreement and are subject to their detailed provisions. Noteholders and the holders of the related interest coupons, if any, (th...
#40">2. Interpretation
- #40">(a) Definitions: In these Conditions the following expressions have the following meanings:
#40">"Business Day" means:
- #40">(a) in relation to any sum payable in euro, a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and
- #40">(b) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, in the Principal Financial Centre of the relevant currency and in each (if any) Additio...
#40">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the "Calculation Period"), such day count fraction as may be specified in these Conditions or the relevant Final Terms and:
- #40">(a) if "Actual/Actual (ICMA)" is so specified, means:
  - #40">(i) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the numbe...
  - #40">(ii) where the Calculation Period is longer than one Regular Period, the sum of:
    - #40">(A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
    - #40">(B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year;
- #40">(b) if "Actual/365" or "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in tha...
- #41">(c) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
- #41">(d) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
- #41">(e) if "30/360" is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows
- #41">(f) if "30E/360" or "Eurobond Basis" is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
- #42">(g) if "30E/360 (ISDA)" is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
#43">"Interest Payment Date" means the First Interest Payment Date and any date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Fina...
- #43">(a) as the same may be adjusted in accordance with the relevant Business Day Convention; or
- #43">(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Final Terms as being the Specified Period, each of such dates as ma...
#43">"Payment Business Day" means:
- #43">(a) if the currency of payment is euro, any day which is:
  - #43">(i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  - #43">(ii) in the case of payment by transfer to an account, a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or
- #43">(b) if the currency of payment is not euro, any day which is:
  - #43">(i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  - #43">(ii) in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre;
#44">"Regular Period" means:
- #44">(a) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and inclu...
- #44">(b) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "...
- #44">(c) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding...
  - #45">(b) Interpretation: In these Conditions:
    - #45">(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;
    - #45">(ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
    - #45">(iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;
    - #45">(iv) any reference to principal shall be deemed to include the Redemption Amount, any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these Conditions;
    - #45">(v) any reference to interest shall be deemed to include any other amount in the nature of interest payable pursuant to these Conditions;
    - #45">(vi) references to Notes being "outstanding" shall be construed in accordance with the Trust Deed;
    - #45">(vii) if an expression is stated in Condition 2(a) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "not applicable" then such expression is not applicable t...
    - #45">(viii) any reference to the Trust Deed, the Agency Letters and the Agency Agreement shall be construed as a reference to the Trust Deed, the Agency Letters or the Agency Agreement, as the case may be, as amended and/or supplemented up to and including...
#46">3. Form, Denomination, Title and Transfer
- #46">(a) Bearer Notes: Bearer Notes are in the Specified Denomination(s) with Coupons and, if specified in the relevant Final Terms, Talons attached at the time of issue. In the case of a Series of Notes with more than one Specified Denomination, Notes o...
- #46">(b) Title to Bearer Notes: Title to Bearer Notes and the Coupons will pass by delivery. In the case of Bearer Notes, "Holder" means the holder of such Note and "Noteholder" and "Couponholder" shall be construed accordingly.
- #46">(c) Registered Notes: Registered Notes are in the Specified Denomination(s), which may include a minimum denomination specified in the relevant Final Terms and higher integral multiples of a smaller amount specified in the relevant Final Terms.
- #46">(d) Title to Registered Notes: The Registrar will maintain the register (the "Register") in accordance with the provisions of the Agency Agreement. Each time the relevant Register is amended or updated, the Registrar shall send a copy of the relevant...
- #46">(e) Ownership: 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...
- #46">(f) Transfers of Registered Notes: Subject to paragraphs (i) (Closed periods) and (j) (Regulations concerning transfers and registration) below, a Registered Note may be transferred upon surrender of the relevant Note Certificate, with the endorsed f...
- #46">(g) Registration and delivery of Note Certificates: Within five business days of the surrender of a Note Certificate in accordance with paragraph (f) (Transfers of Registered Notes) above, the Registrar will register the transfer in question and deli...
- #46">(h) No charge: The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require ...
- #47">(i) Closed periods: Noteholders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes.
- #47">(j) Regulations concerning transfers and registration: All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the Agency Agreement. The regulatio...
#47">4. Status, Guarantee and Guaranteed Payment Date
- #47">(a) Status of the Notes: The Notes constitute direct limited recourse obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, sa...
- #47">(b) Guarantee of the Notes: The Guarantors have in the Deeds of Guarantee unconditionally and irrevocably guaranteed, on a several basis and subject to the limitations set out therein, the due and punctual payment of all sums from time to time schedu...
- #47">(c) Guaranteed Payment Date under the Notes: If the Issuer fails to make a payment of an amount due under the Notes (a "Failure to Pay") on the date on which such payment is due in accordance with these Conditions (the "Scheduled Payment Date"), but s...
#47">5. Fixed Rate Note Provisions
- #47">(a) Application: This Condition 5 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable.
- #47">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 9 (Payments- Bearer Notes) and Condition 10 (Payments- Regi...
- #47">(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount...
- #47">(d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the...
#48">6. Floating Rate Note and Index-Linked Interest Note Provisions
- #48">(a) Application: This Condition 6 (Floating Rate Note and Index-Linked Interest Note Provisions) is applicable to the Notes only if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Final Ter...
- #48">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 9 (Payments- Bearer Notes) and Condition 10 (Payments- Regis...
- #48">(c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be ...
  - #48">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
  - #48">(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
  - #48">(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will:
    - #48">(A) request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centr...
    - #48">(B) determine the arithmetic mean of such quotations; and
  - #48">(iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Prin...
- #49">(d) ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of th...
  - #49">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms;
  - #49">(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Final Terms; and
  - #49">(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) for a currency, the first day of that Interest Period or (B) in any other case...
- #49">(e) Index-Linked Interest: If the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable, the Rate(s) of Interest applicable to the Notes for each Interest Period will be determined in the manner specified ...
- #49">(f) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci...
- #49">(g) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note...
- #49">(h) Calculation of other amounts: If the relevant Final Terms specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be d...
- #49">(i) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment...
- #50">(j) Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest e...
#50">7. Zero Coupon Note Provisions
- #50">(a) Application: This Condition 7 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.
- #50">(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
  - #50">(i) the Reference Price; and
  - #50">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which al...
#50">8. Redemption and Purchase
- #50">(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 9 (Payments- Bearer Notes) and Condition 10 (Payments...
- #50">(b) Redemption at the option of the Issuer: If the Call Option is specified in the relevant Final Terms as being applicable, all, but not some only, of the Notes may be redeemed at the option of the Issuer on any Optional Redemption Date (Call) at th...
- #50">(c) No other redemption: The Issuer shall not be entitled to redeem Notes otherwise than as provided in paragraph (a) above or as expressly provided in the Final Terms of the relevant issue of Notes.
- #50">(d) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:
  - #50">(i) the Reference Price; and
  - #50">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and ...
- #50">(e) Notice of redemption: All Notes in respect of which any notice of redemption is given under this Condition shall be redeemed on the date specified in accordance with this Condition.
- #51">(f) Purchase: The Issuer and any of the Guarantors may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith.
- #51">(g) Cancellation: All Notes so redeemed or purchased by the Issuer and any unmatured Coupons attached to or surrendered with them may be held by the Issuer or resold or may be cancelled and, if so cancelled, may not be reissued or resold.
#51">9. Payments … Bearer Notes
- #51">This Condition 9 is only applicable to Bearer Notes.
  - #51">(a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Bearer Notes at the Specified Office of the Issuing and Paying Agent outside the United States by cheque drawn in th...
  - #51">(b) Interest: Payments of interest shall, subject to paragraph (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of the Issuing and Paying Agent outsi...
  - #51">(c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of the Issuing and Paying Agent in New York City if (i) the Issuer has appointed the Issuing and Paying Agent outside the United States with the reas...
  - #51">(d) Payments subject to fiscal laws: All payments in respect of the Bearer Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 11 (Taxatio...
  - #51">(e) Deductions for unmatured Coupons: If the relevant Final Terms specifies that the Fixed Rate Note Provisions are applicable and a Bearer Note is presented without all unmatured Coupons relating thereto:
    - #51">(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, ho...
    - #51">(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
      - #51">(A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provi...
      - #51">(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is...
  - #52">(f) Unmatured Coupons void: If the relevant Final Terms specifies that this Condition 9(f) is applicable or that the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are applicable, on the due date for final redemption of any...
  - #52">(g) Payments on business days: If the due date for payment of any amount in respect of any Bearer Note or Coupon is not a Payment Business Day in the place of presentation, the Holder shall not be entitled to payment in such place of the amount due u...
  - #52">(h) 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 the Issuing and Paying Agent outside the Uni...
  - #52">(i) Partial payments: If the Issuing and Paying Agent makes a partial payment in respect of any Bearer Note or Coupon presented to it for payment, the Issuing and Paying Agent will endorse thereon a statement indicating the amount and date of such pa...
  - #52">(j) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Bearer Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office...
#52">10. Payments - Registered Notes
- #52">This Condition 10 is only applicable to Registered Notes.
  - #52">(a) Principal: Payments of principal shall be made by cheque drawn in the currency in which the payment is due drawn on, or, upon application by a Holder of a Registered Note to the specified office of the Registrar not later than the fifteenth day b...
  - #52">(b) Interest: Payments of interest shall be made by cheque drawn in the currency in which the payment is due drawn on, or, upon application by a Holder of a Registered Note to the specified office of the Registrar not later than the fifteenth day bef...
  - #53">(c) Payments subject to fiscal laws: All payments in respect of the Registered Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 11 (Tax...
  - #53">(d) Payments on business days: Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not Payment Business Day, for value the next succeeding Payment Business Day) will be initiated...
  - #53">(e) Partial payments: If the Registrar makes a partial payment in respect of any Registered Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a N...
  - #53">(f) Record date: Each payment in respect of a Registered Note will be made to the person shown as the Holder in the Register at the opening of business in the place of the Registrars specified office on the fifteenth day before the due date for such...
#53">11. Taxation
- #53">All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer or the Guarantors shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, du...
#53">12. Prescription
- #53">Claims for principal in respect of Bearer Notes shall become void unless the relevant Bearer Notes are presented for payment within ten years of the appropriate Relevant Date. Claims for interest in respect of Bearer Notes shall become void unless t...
#53">13. Replacement of Notes and Coupons
- #53">If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Issuing and Paying Agent, in the case of Bearer Notes, or the Registrar in the case of Registered Notes (and, if the Notes are t...
#54">14. Trustee and Agents
- #54">The initial Agents and their initial Specified Offices are listed below. The initial Calculation Agent (if any) is specified in the relevant Final Terms. The Issuer and the Guarantors reserve the right (with the prior written approval of the Truste...
  - #54">(i) the Issuer and the Guarantors shall at all times maintain an issuing and paying agent; and
  - #54">(ii) the Issuer and the Guarantors shall at all times maintain a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the Luxembourg law of 23 December 2005, as amended; and
  - #54">(iii) if a Calculation Agent is specified in the relevant Final Terms, the Issuer and the Guarantors shall at all times maintain a Calculation Agent; and
  - #54">(iv) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a paying agent and/or a transfer agent in any particular place,...
#54">15. Meetings of Noteholders; Modification and Waiver
- #54">(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sa...
- #55">(b) Modification and waiver: The Trustee may, without the consent of the Noteholders, agree to any modification of these Conditions or the Trust Deed (other than in respect of a Reserved Matter) which is, in the opinion of the Trustee, proper to make...
#55">16. Enforcement
- #55">(i) it has been so requested in writing by the Holders of at least one 25 per cent of the aggregate principal amount of the outstanding Notes or has been so directed by an Extraordinary Resolution; and
- #55">(ii) it has been indemnified and/or provided with security and/or prefunding to its satisfaction.
#55">17. Further Issues
- #55">The Issuer may from time to time, without the consent of the Noteholders and in accordance with the Trust Deed, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first ...
#55">18. Notices
- #55">(a) Bearer Notes: Notices to the Holders of Bearer Notes shall be valid if published in a leading English language daily newspaper published in London (which is expected to be the Financial Times) and, if the Bearer Notes are admitted to trading on t...
- #56">(b) Registered Notes: Notices to the Holders of Registered Notes shall be sent to them by first class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses on the Register and, if the Registered Notes...
#56">19. Rounding
- #56">For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions or the relevant Final Terms), (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one ...
#56">20. Limited Recourse and Non-Petition
- #56">(a) To the fullest extent permitted by applicable laws, none of the Trustee or Noteholders shall be entitled to institute or join or support any other person in instituting against the Issuer any bankruptcy, reorganisation, insolvency or liquidation p...
- #56">(b) Without prejudice to the obligations of the Guarantors under the Deeds of Guarantee, the Trustee and Noteholders acknowledge and agree that their recourse against the Issuer in respect of the Notes is limited to the aggregate of (i) the amounts wh...
#56">21. Governing Law and Jurisdiction
- #56">(a) Governing law: The Notes and the Trust Deed and all non-contractual obligations arising out of or in connection with the Notes and the Trust Deed are governed by English law. Articles 470-3 to 470-19 of the Luxembourg law on commercial companies ...
- #56">(b) Jurisdiction: The courts of Luxembourg-City (Grand Duchy of Luxembourg) shall have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with the Notes.
- #56">(c) Appropriate forum: The Issuer agrees that the courts referred to in Condition 21(b) are the most appropriate and convenient courts to settle any Dispute and, accordingly, it shall not argue to the contrary.
- #56">(d) Rights to the Trustee to take proceedings outside Luxembourg: Condition 21(b) is for the benefit of the Trustee only. As a result, nothing in this Condition 21 prevents the Trustee from taking proceedings relating to a Dispute ("Proceedings") in t...
- #57">(e) Waiver: To the extent that the property, funding or assets (les biens, les financements ou les avoirs) of the Issuer would in any jurisdiction benefit from Article 3 of the law of 9 July 2010 of the Grand Duchy of Luxembourg relating to the Europe...
#58">FORM OF FINAL TERMS
#69">DESCRIPTION OF THE ISSUER
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#71">The EFSF mechanism includes a number of credit enhancement mechanisms:
- #71">(a) the unconditional and irrevocable guarantee by the euro-area Member States (other than the Stepping-Out Guarantors) of the payment obligations of EFSF under the Notes. As described in "Form of the Deeds of Guarantee", the guarantee is given on a s...
- #71">(b) under the Framework Agreement, the Issuer and each euro-area Member State may, by acting with the unanimous consent of all Guarantors agree to adopt such other credit enhancement mechanisms as they consider appropriate or to modify the existing cr...
#72">Guarantee Notional Exposure is equal to the aggregate of:
- #72">(i) the principal amount of Funding Instruments issued or entered into (including Funding Instruments issued or entered into pursuant to any Diversified Funding Strategy (as defined in the Framework Agreement) approved pursuant to the Framework Agreem...
- #73">(ii) without double counting, the aggregate amounts paid in respect of principal by the Guarantors following demands made under guarantees issued under the Framework Agreement which paid amounts have not been reimbursed to the Guarantors.
#77">INFORMATION INCORPORATED BY REFERENCE
#78">CERTAIN ERISA CONSIDERATIONS
#81">TAXATION
#91">Reference rate adjustment
#92">SUBSCRIPTION AND SALE
#93">In respect of such Notes in bearer form having a maturity of more than 365 days, TEFRA C will be specified in the applicable Final Terms, and the relevant Dealer will be required to represent and agree that:
- #93">(a) it understands that under U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the C Rules), such Notes must be issued and delivered outside the United States and its possessions in connection with their original issuance;
- #93">(b) it has not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, any Notes within the United States or its possessions in connection with the original issuance of such Notes; and
- #93">(c) in connection with the original issuance of such Notes it has not communicated, and will not communicate, directly or indirectly, with a prospective purchaser if such prospective purchaser or such Dealer is within the United States or its possessi...
#93">Each Dealer has represented, warranted and agreed that:
- #93">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  - #93">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and:
  - #93">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    - #93">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #93">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #93">(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received...
- #93">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
#95">TRANSFER RESTRICTIONS
#99">USE OF PROCEEDS
#100">GENERAL INFORMATION
#100">Copies of the following documents will be available for inspection and obtainable during normal business hours at the offices of the Issuer at 6a, Circuit de la Foire Internationale, L-1347 Luxembourg, Grand Duchy of Luxembourg from the date of this ...
- #100">(a) this Prospectus (https://www.esm.europa.eu/investors/efsf/legal-documents);
- #100">(b) the constitutive documents including the articles of association (statuts) of the Issuer (https://www.esm.europa.eu/content/efsf-consolidated-articles-association);
- #100">(c) the Framework Agreement (https://www.esm.europa.eu/content/efsf-framework-agreement);
- #100">(d) the Deeds of Guarantee relating to the Notes;
- #100">(e) the Trust Deeds relating to the Notes (which contains the forms of Notes in global and definitive form) and the Market Counterparties Deeds of Guarantee;
- #100">(f) the Market Counterparties Deeds of Guarantee;
- #100">(g) the Agency Letters;
- #100">(h) the Agency Agreement;
- #100">(i) the Master Dealer Agreement (https://www.esm.europa.eu/investors/efsf/legal-documents); and
- #100">(j) the Issuer's most recent annual accounts audited by independent auditors (réviseurs d'entreprises agréés) (https://www.esm.europa.eu/efsf-governance/annual-accounts).