Written Resolutions of the Noteholders

 

TIDM87TI 
 
RNS Number : 2904R 
Daneion 2007-1 PLC 
18 August 2010 
 

                      WRITTEN RESOLUTION OF THE NOTEHOLDERS 
                        DANEION 2007-1 PLC (the "Issuer") 
        EUR1,587,500,000 CLASS A ASSET-BACKED FLOATING RATE NOTES DUE 2014 
                   (ISIN: XS0332722353) (the "Class A Notes") 
                                      and 
         EUR912,500,000 CLASS B ASSET-BACKED FLOATING RATE NOTES DUE 2014 
(ISIN: XS0332722437) (the "Class B Notes" and, together with the Class A Notes, 
                                  the "Notes") 
We, EFG Eurobank Ergasias S.A., being the sole holder of all of the outstanding 
Class A Notes, and we, Eurobank EFG Holdings (Luxembourg) S.A., being the sole 
holder of all of the outstanding Class B Notes, act pursuant to Condition 11 
(Meetings of Noteholders, Modifications and Waiver) of Schedule 4 (Terms and 
Conditions) and Schedule 5 (Provisions for Meetings of Noteholders) of the 
issuer trust deed (the "Issuer Trust Deed") dated 26 November 2007 between the 
Issuer and Citicorp Trustee Company Limited (the "Note Trustee"). All terms and 
expressions used but not defined in this resolution shall have the meanings 
attributed to them in the Issuer Master Framework Agreement dated 26 November 
2007 between, inter alios, the Issuer, Daneion APC Limited (the "APC") and EFG 
Eurobank Ergasias S.A. (the "Expenses Loan Provider") and the APC Master 
Framework Agreement dated 26 November 2007 between, inter alios, the APC and EFG 
Eurobank Ergasias S.A. (the "Transferor" and the "APC Subordinated Loan 
Provider"). 
This resolution shall take effect as a written resolution pursuant to Paragraph 
19 (Written Resolution) of Schedule 5 (Provisions for Meetings of Noteholders) 
of the Issuer Trust Deed. 
We hereby waive all notice of time, place and purpose of a meeting of the 
Noteholders pursuant to Paragraph 5 (Notice) of Schedule 5 (Provisions for 
Meetings of Noteholders) of the Issuer Trust Deed. 
1.         THE WAIVER AND AUTHORISATION 
1.1        In this Written Resolution, it is proposed that: 
1.1.1     following the occurrence of the Transferor Interest being less than 
the Minimum Transferor Interest over a period of thirty consecutive days (a 
"Series 2007-1 Series Pay Out Event"), such Series 2007-1 Series Pay Out Event 
be waived provided that the Transferor remedies such Series 2007-1 Series Pay 
Out Event within 30 days from the date of this Written Resolution; and 
1.1.2     the APC Security Trustee be authorised to provide written consent to 
the Transferor: 
(a)        for the sale and assignment of additional Receivables (and the 
Ancillary Rights and Privileges thereto) to the APC until 1 January 2011 
pursuant to the terms of the Receivables Securitisation Deed notwithstanding: 
(i) the fact that the aggregate of the maximum credit limits of the new 
Designated Accounts is in excess of the Annual Maximum Addition Amount and/or 
(ii) the fact that a Series 2007-1 Series Pay Out Event has previously occurred; 
and 
(b)        to enter into one or more Assignment Agreements with respect to the 
sale and assignment of any such additional Receivables (and the Ancillary Rights 
and Privileges thereto), 
the above being, together, the "Waiver and Authorisation". 
2.         RESOLUTIONS 
2.1        It is hereby resolved that: 
2.1.1     The Waiver and Authorisation is approved. 
2.1.2     Each of the Issuer, the Note Trustee and the APC Security Trustee is 
authorised to execute any documentation and do all such things as may be 
necessary or expedient to carry out and give effect to the Waiver and 
Authorisation as determined in its sole and unfettered discretion, provided that 
the Note Trustee and the APC Security Trustee shall not exercise such powers in 
contravention of the directions given by the sole Noteholder under this Written 
Resolution. 
2.1.3     Any action undertaken by the Issuer and/or the Note Trustee and/or the 
APC Security Trustee with respect to the Waiver and Authorisation shall be 
unconditionally ratified and approved, provided that the Note Trustee and the 
APC Security Trustee shall not exercise such powers in contravention of the 
directions given by the sole Noteholder under this Written Resolution. 
2.1.4     We agree to indemnify, on a joint and several basis, each of the 
Issuer, the APC Security Trustee and the Note Trustee against all actions, 
proceedings, claims, demands, liabilities, losses, damages, costs, expenses and 
charges (together with value added tax or any similar tax charged or chargeable 
in respect thereof) which it or any person appointed by it (or their respective 
officers or employees) may incur from the exercise of the powers vested in the 
Issuer, the APC Security Trustee or the Note Trustee (as the case may be) by or 
pursuant to the Issuer Trust Deed, the Receivables Securitisation Deed and/or 
the APC Global Security Deed as authorised by this Written Resolution provided 
that such indemnity shall not extend to any amount arising from the gross 
negligence or wilful default of the Issuer, the APC Security Trustee or the Note 
Trustee (as the case may be). 
2.1.5     The Note Trustee and the APC Security Trustee are exonerated and 
discharged from any liability in respect of any act or omissions for which the 
Note Trustee or the APC Security Trustee (as the case may be) may have become 
responsible by reason of its acting under or pursuant to this Written Resolution 
or making any determination or exercising (or, as the case may be, not 
exercising) any other power or right conferred pursuant to, or arising out of, 
this Written Resolution or as a consequence of the waivers and authorisations 
contemplated under this Written Resolution. 
3.         GOVERNING LAW 
This Written Resolution and any non-contractual obligations arising out of or in 
connection with it, shall be governed by and construed in accordance with 
English Law. 
 
IN WITNESS WHEREOF, the undersigned have executed this Written Resolution as a 
deed and intend to deliver, and do deliver, this deed on 18 August 2010. 
 
EXECUTED AS A DEED POLL by 
 
EFG EUROBANK ERGASIAS S.A. 
as the CLASS A NOTEHOLDER 
acting by 
 
 
 
 __________________________________ 
 Name: 
 Title: 
 
__________________________________ 
 Name: 
 Title: 
 
EUROBANK EFG HOLDINGS (LUXEMBOURG) LIMITED 
as the CLASS B NOTEHOLDER 
acting by 
 
 
 
 __________________________________ 
 Name: 
 Title: 
 
__________________________________ 
 Name: 
 Title: 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCBUGDIBDBBGGI