MARFIN EGNATIA BANK S.A. - Irish Stock Exchange

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ACCOUNTS AND CASH FLOW STRUCTURE Collection Account: Prior to the delivery of a Notice of Default or the occurrence of an Issuer Event or a Moody's Issuer Downgrade Event (in each case which is continuing), amounts in respect of the Loan Assets received from the Borrowers will continue to be paid into accounts with the Issuer but the Servicer will be required to transfer such funds within 1 Athens Business Day of receipt to a segregated account (the "Collection Account") where they will be subject to the Statutory Pledge. The Issuer will not commingle any of its own funds and general assets with amounts standing to the credit of the Collection Account. Prior to the delivery of a Notice of Default or the occurrence of an Issuer Event (disregarding any grace periods with respect to breach of any Statutory Test) or a Moody's Issuer Downgrade Event (in each case which is continuing), any amounts in the Collection Account may be withdrawn by the Issuer for its own purposes as and when it sees fit. Following the delivery of a Notice of Default or the occurrence of an Issuer Event or a Moody's Issuer Downgrade Event (in each case, which is continuing), any such amounts will be credited to the Transaction Account. Following the delivery of a Notice of Default or the occurrence of an Issuer Insolvency Event or a Moody's Issuer Downgrade Event (each of which is continuing), the Servicer shall (and the Trustee may) instruct the Borrowers to make payments in respect of the Loan Assets direct to the Transaction Account (or such other account as is approved in writing by the Trustee). Transaction Account: Revenue Ledger: The Issuer shall establish and maintain with the Transaction Account Bank a Euro denominated account (the "Transaction Account") which will consist of a revenue ledger (the "Revenue Ledger"), hedge collateral ledgers (the "Hedge Collateral Ledgers"), a facility special ledger (the "Facility Special Ledger") and a commingling ledger (the "Commingling Ledger"). The Revenue Ledger will be credited with the following amounts: (a) (b) (c) (d) (e) (f) all amounts standing to the credit of the Collection Account (following the delivery of a Notice of Default or an Issuer Event which is continuing); any amount received by the Issuer (following the delivery of a Notice of Default or an Issuer Event which is continuing or a Moody's Issuer Downgrade Event which is continuing) in respect of the Cover Pool Assets; any amounts paid to the Issuer by any Hedging Counterparty under a Hedging Agreement, other than payments of collateral by any Hedging Counterparty; any drawing permitted to be made from the relevant Hedge Collateral Ledger in satisfaction of amounts owing to the Issuer by a Hedging Counterparty; where the proceeds of disposal or on maturity of any Authorised Investment (which derived from amounts invested from any Ledger) exceed the original cost of such Authorised Investment, the amount of such excess except those amounts attributable to the Hedge Collateral Ledgers; any interest, dividends or other income earned on any Authorised Investment except those amounts attributable to the Hedge - 19 -
Collateral Ledgers; (g) (h) (i) (j) (k) (l) (m) (n) any interest, dividends or other income earned on any Marketable Assets; any amount deposited by the Issuer when effecting optional substitution of Cover Pool Assets; any amount deposited by the Issuer to prevent a sale of Selected Loans to a third party; any amount deposited by the Issuer to ensure compliance with the Statutory Tests; any amount in connection with the sale of Cover Pool Assets; any drawings under the Credit Facility other than Facility Special Drawings; any amounts debited from the Facility Special Ledger or Commingling Ledger other than those applied towards repaying a Facility Special Drawing to the Credit Facility Provider; and any interest accrued and credited to the Transaction Account. The Issuer may make the following drawings from the Revenue Ledger: (i) prior to the delivery of a Notice of Default: (a) (b) (c) or the occurrence of an Issuer Event (disregarding any grace periods with respect to breach of any Statutory Test) or a Moody's Issuer Downgrade Event (in each case which is continuing), any amounts (not including drawings under the Credit Facility to the extent credited to the Revenue Ledger and Facility Special Ledger Drawings) in excess of what is necessary to ensure the Cover Pool satisfies the Statutory Tests, to be used for the Issuer's own purposes as it sees fit; any drawings under the Credit Facility Agreement or Facility Special Ledger Drawings made in order to prevent the occurrence of a Test Event or to cure a Test Event which is continuing, which may be repaid to the Credit Facility Provider or the Facility Special Ledger (as applicable) at any time provided that the Issuer has provided the Trustee and the Servicer (if it is a different entity from the Issuer) with a certification from a reputable accounting firm of national standing that the Statutory Tests will be satisfied immediately following such repayment in a form satisfactory to each of them; and any drawings under the Credit Facility Agreement or Facility Special Ledger Drawings made in order to maintain the initial ratings of any Series of Covered Bonds, which may be repaid to the Credit Facility Provider or the Facility Special Ledger (as applicable) at any time provided that the Rating Agencies have provided a Rating Agency Confirmation in respect of such repayment; (ii) to the extent of any drawing under the Credit Facility and/or any Facility Special Ledger Drawing, any payments to be made in - 20 -
Page 1 and 2: MARFIN EGNATIA BANK S.A. (incorpora
Page 3 and 4: Neither this Base Prospectus nor an
Page 5 and 6: PRINCIPAL PARTIES Issuer: Servicer:
Page 7 and 8: applicable Final Terms) (each, the
Page 9 and 10: English Law Security Deed: Cross co
Page 11 and 12: in connection with the offering and
Page 13 and 14: CREATION AND ADMINISTRATION OF THE
Page 15 and 16: Disposal of the Loan Assets: Follow
Page 17 and 18: Amendments to Statutory Tests and C
Page 19: of the chosen hedging policy with d
Page 23 and 24: Programme Payment Date Payments Pri
Page 25 and 26: Pursuant to the Credit Facility Agr
Page 27 and 28: DOCUMENTS INCORPORATED BY REFERENCE
Page 29 and 30: Conditions and the Issuer will make
Page 31 and 32: Framework and any relevant implemen
Page 33 and 34: If the Issuer is obliged to pay a t
Page 35 and 36: any particular region, should exper
Page 37 and 38: equest of the total outstanding bal
Page 39 and 40: markets may cause changes in the va
Page 41 and 42: monitoring procedures will reduce t
Page 43 and 44: and exemptions laid down in the Cre
Page 45 and 46: "ANY UNITED STATES PERSON WHO HOLDS
Page 47 and 48: TERMS AND CONDITIONS OF THE COVERED
Page 49 and 50: (i) (ii) the Servicer has, by arran
Page 51 and 52: "Floating Rate Covered Bonds" means
Page 53 and 54: demonstrate that adequate reserves
Page 55 and 56: (b) the product of the Accrual Yiel
Page 57 and 58: the original Tranche and the terms
Page 59 and 60: each Holder of Registered Bonds in
Page 61 and 62: 7.4 Calculation period of less than
Page 63 and 64: 7.11 Notification of Interest Rate
Page 65 and 66: (vi) if 30/360, 360/360 or Bond Bas
Page 67 and 68: 8.3 Redemption at the option of the
Page 69 and 70: 8.9 Cancellation: All Covered Bonds
Page 71 and 72:
9.8 Unmatured Receipts Void: On the
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the Issuer shall pay such additiona
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13.2 Proceedings: The Trustee may a
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indemnified to its satisfaction) up
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(b) published in a leading English
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FORM OF FINAL TERMS Set out below i
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(ii) Extended Final Maturity Date:
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(x) Other terms relating to the met
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(iv) Business Day Convention: [Floa
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any, of calculation of such amount(
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(ii) Instalment Date(s): [Not Appli
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3. [SWAPS Interest Rate Swap Provid
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(viii) Paying Agent(s) (if any): In
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SUMMARY OF THE GREEK COVERED BOND L
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e taken in the event of insolvency
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DESCRIPTION OF THE ISSUER 1. Overvi
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2006 The Marfin Group increases its
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enting, promotion of products and s
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Executive members: Andreas E. Vgeno
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Mr Markos Foros was born in Chios a
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The greatest fraction of loans was
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independent status. Besides benefit
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In order to quantify risk, the Risk
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The delegated approval authority le
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• Prevention and response procedu
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The subordinated debt is used as se
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Specific provisions 50,154.00 91,16
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The online investment site, via an
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over the second position in the tra
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Bank of Cyprus, Citibank and HSBC,
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• consumer credit and personal lo
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Following the adoption of Basel II
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institution’s qualifying holdings
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Mortgage Products ISSUER'S STANDARD
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from the customer's monthly income
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THE MORTGAGE AND HOUSING MARKET IN
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proceedings. Three working days aft
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estriction does not apply to the se
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DESCRIPTION OF PRINCIPAL DOCUMENTS
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(v) (vi) (vii) (viii) (ix) (x) (xi)
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(iii) in respect of which all acts,
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Sale of Selected Loans and their Re
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Programme Payment Date prior to the
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(b) (c) a first fixed charge over t
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Where required to hedge such risks,
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TAXATION The following is a general
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SUBSCRIPTION AND SALE Covered Bonds
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(c) General compliance: it has comp
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(k) (l) (m) (n) (o) (p) (q) (r) the
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Global Covered Bonds...............
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REGISTERED OFFICE OF THE ISSUER Mar
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LAIKI BANK (HELLAS) A.E. Financial
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Laiki Bank (Hellas) Α.Ε. 31 Decem
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Λαϊκή Τράπεζα (Ελλά
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Opinion In our opinion, the financi
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MARFIN EGNATIA BANK S.A. - Irish Stock Exchange

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