Read the untranslated law here: https://www.vestnesis.lv/op/2015/251.15
The Saeima has adopted and the President promulgated the following laws: for a contract of guarantee between the Kingdom of Belgium, the Republic of Bulgaria, the Czech Republic, the Kingdom of Denmark, the Federal Republic of Germany, the Republic of Estonia, Ireland, the Hellenic Republic, the Kingdom of Spain, the French Republic, the Republic of Croatia, the Italian Republic, the Republic of Cyprus, the Republic of Latvia, the Republic of Lithuania, the Grand Duchy of Luxembourg, Hungary, the Republic of Malta, the Kingdom of the Netherlands, the Republic of Austria, the Republic of Poland, the Portuguese Republic, Romania, the Republic of Slovenia, the Slovak Republic , The Republic of Finland, the Kingdom of Sweden, the United Kingdom of Great Britain and Northern Ireland and the European investment bank European investment bank loans for investment projects in Africa, the Caribbean and Pacific States and the overseas countries and territories article 1. 29 July 2015 in the guarantee agreement signed between the Kingdom of Belgium, the Republic of Bulgaria, the Czech Republic, the Kingdom of Denmark, the Federal Republic of Germany, the Republic of Estonia, Ireland, the Hellenic Republic, the Kingdom of Spain, the French Republic, the Republic of Croatia, the Italian Republic, the Republic of Cyprus, the Republic of Latvia, the Republic of Lithuania, the Grand Duchy of Luxembourg, Hungary, the Republic of Malta, the Kingdom of the Netherlands, the Republic of Austria, the Republic of Poland, the Portuguese Republic, Romania, the Republic of Slovenia, the Slovak Republic, the Republic of Finland, the Kingdom of Sweden, the United Kingdom of Great Britain and Northern Ireland and the European investment bank European investment bank loans for investment projects in Africa Caribbean and Pacific States and the overseas countries and territories (hereinafter called the agreement) with this law is adopted and approved. 2. article. Contractual commitments coordinated by the Ministry of finance. 3. article. The agreement shall enter into force for the period specified in article 11 and in order, and the Ministry of Foreign Affairs shall notify the official Edition of the "journal". 4. article. The law shall enter into force on the day following its promulgation. With the law put a contract in English and its translation into Latvian language. The Parliament adopted the law 2015 December 10. The President r. vējonis Riga 2015 December 23 guarantee agreement between the Kingdom of Belgium Republic of Bulgaria Czech Republic Kingdom of Denmark by the Federal Republic of Germany Republic of Estonia Republic of Ireland Spain French Republic Hellenic Kingdom Republic of Croatia Italian Republic Republic of Cyprus Republic of Latvia Republic of Lithuania Grand Duchy of Luxembourg Hungary Republic of Malta Kingdom of the Netherlands Republic of Austria Portuguese Republic Republic of Poland Romania Slovenia Slovak Republic Republic of Republic of Kingdom of Sweden Finland United Kingdom of Great Britain and Northern Ireland and the European Investment Bank concerning loans to be made by the European Investment Bank in favour of investment projects in the African, Caribbean and Pacific States and in the overseas countries and Territories this agreement is made between: KINGDOM OF Belgium, REPUBLIC OF Bulgaria, the CZECH REPUBLIC, the KINGDOM OF DENMARK , THE FEDERAL REPUBLIC OF GERMANY, THE REPUBLIC OF ESTONIA, THE HELLENIC REPUBLIC, IRELAND, KINGDOM OF SPAIN, THE FRENCH REPUBLIC, THE REPUBLIC OF CROATIA THE ITALIAN REPUBLIC, THE REPUBLIC OF CYPRUS, THE REPUBLIC OF LATVIA, THE REPUBLIC OF LITHUANIA, THE GRAND DUCHY OF LUXEMBOURG, HUNGARY, THE REPUBLIC OF MALTA, THE KINGDOM OF THE NETHERLANDS, THE REPUBLIC OF AUSTRIA, THE REPUBLIC OF POLAND, THE PORTUGUESE REPUBLIC, ROMANIA, THE REPUBLIC OF SLOVENIA, THE SLOVAK REPUBLIC, THE REPUBLIC OF FINLAND, THE KINGDOM OF SWEDEN , The UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND, acting through the services and to the Minister indicated in Annex 1 to the present agreement (the "guarantee agreement" or "guarantee") and represented by the signator to the listed on the signature pages (each a "Guarantor" and collectively the "Guarantor" or "Member States") and the EUROPEAN investment BANK having its seat at 100, boulevard Konrad Adenauer, L-2950 Luxembourg Kirchberg , Grand Duchy of Luxembourg, represented by Mr. Werner Hoyer, President (the "Bank") Whereas: 1. The Guarantor undertook certain obligations of the act as guarantor in the article 4 of the Internal Agreement signed at Luxembourg and Brussels on 24 and 26 June 2013 respectively (the "Cotonou Agreement" of Internal III) relating to the financing of Community aid under the multi-annual financial framework for the period to 2014 to 2020 (equivalent to the third Financial Protocol) in accordanc with the ACP-EU Partnership Agreement signed in Cotonou (Benin) on 23 June 2000 between the European Union and its Member States and the African, Caribbean and Pacific States, as revised in Luxembourg on 25 first June 2005 and as amended for the second time in Ouagadougou on 22 June 2010 (the "Cotonou Agreement") and on the allocation of financial assistance for the overseas countries and territories to which part four of the Treaty on the Functioning of the European Union applies under Council Decision 2001/822/EC of 27 November 2001 on the association of the overseas countries and territories with the European Union (as amended or replaced from time to time, the "Association Decision") (together the "Cotonou Framework"). 2. Having regard to the foregoing recital, the Board of Governors of the Bank decided on 31 May 2013 to the Bank the authoris grant finance from its own resources for investment projects over the period to 2014 to 2020 covered by the third Financial Protocol to the Cotonou Agreement for a total amount of up to EUR 2 500 million, and up to EUR 100 million in the overseas countries and territories. 3. In a continuation of the policy decided by the Board of Governors of the Bank on 1 March 2012 that the Bank may assume the full commercial risk on each individual private sector operations on own resources with a systematic carv-out of the political risk, which would continue to be guaranteed by the Member States, the aforementioned authorisation of the Board of Governors of the Bank was issued on condition that the finance granted by the Bank would be subject to the continued availability of a satisfactory guarantee (which is this guarantee) from the Guarantor for their aggregate amount plus all related sum in accordanc with the decision of the Board of Governors of 1 March 2012 and that the finance would be granted to finance investment projects satisfying the Bank's normal criteria for lending from its own resources. 4. Article 4 of the Internal Agreement (iii) Cotonou provides that this guarantee shall be restricted to 75% of the total amount of the credits opened by the Bank under all the Loan agreements made pursuan to the Cotonou Partnership Agreement and the Association Decision III and that it shall cover all risks for public sector projects. It provides further that for private sector projects, this guarantee shall cover all political risk and the EIB will assume the full commercial risk. 5. The said article 4 further provides that Member States shall be the liabl under this guarantee in proportion to their contributions to the capital of the Bank. Annex 2 of this guarantee, the latter for information, the share of each Member respectiv State in the capital of the Bank as of the date of signature of this guarantee. 6. The Guarantor and the Bank intends that, where the Guarantor is subrogated to the rights and the remedies of the Bank in relations to any Loan, the Bank shall, if so requested by the Guarantor, administer and manage the Loan Agreement which has gone into default in accordanc with the terms and conditions of the Cotonou Agreement Arrear III Administration concluded between the Bank and the Guarantor for each of the procedures for payment and reimbursement under the Member States guarantee in favour of the Bank (the "Cotonou Arrear III Administration Agreement"). IT IS HEREBY AGREED AS Follows: Definition Of A. In this guarantee: "Borrower" means any beneficiary of a Loan from the Bank within the scope of the third Financial Protocol to the Cotonou Agreement or the Association Decision. "Credit Risk Policy guidelines" means the Bank's credit risk policy guidelines for own resource operations outside the European Union, as well as, where applicable, the Bank's credit risk policy ' EU guidelines, as approved, amended, supplemented or modified by the Bank from time to time. "EIB Financing Operations" means (a) a Loan extended by the Bank to eligible investment projects carried out in a host Country from the Bank's own resources and ' in accordanc with its own rules and procedures, granted under the Cotonou Framework and governed by a Loan Agreement entered into by the Bank with a Borrower. "The Guaranteed Debtor" means a Borrower or its Third-Party Guarantor. "Guaranteed Sum (s)" means any obligation covered by this guarantee consisting of principal, interest, commission, indemnit, charges, expense and other accessories and any other sum which is at any time owed table by a Guaranteed Debtor to the Bank on account of a Loan or a Third-Party guarantee. "Host Government" means the authorities currently in place, or any successors, that authorities effectively control part or all of the territory of a host Country or any political subdivision, or any territorial or other public authority of such country, and includes any entity located inside or outside the Host Country and vested with regulatory powers conferred by the law of the Host Country. "Host Country" means each ACP State and each overseas Country and Territory within the meaning of the Cotonou Framework. "Loan" means the provision of money from the Bank to a Borrower as a loan or a bond or any equivalent instrument, which is what the Bank acceptabl as a substitute for a loan in accordanc with the Credit Risk Policy guidelines, according to the terms laid down in (a) the Loan Agreement. "Loan Agreement" means (a) signed agreement concluded between the Bank and a Borrower, setting forth the terms applicable to an EIB Financing Operations in the form of a Loan. "Loan loss Cover account" means the account denominated in euro maintained by the Bank in the name of the Guarantor, which shall be funded from the income resulting from the application of a risk-pricing on EIB Financing operations and which shall be managed in accordanc with the provision of the Cotonou Arrear III Administration Agreement. ' Proportional Participation ' means, in respect of each Guarantor, the proportion of that Guarantor's contribution to the capital of the Bank; such proportion to be measured for the purpose of each call to their article 2 pursuan at the time of that call; the contributions of each Guarantor to the capital of the Bank as of the date of this guarantee being set out at Annexe 2 for information. "Third-Party guarantee" means a guarantee issued by a third party in favour of the Bank, including but not limited to (a) a letter of credit or a comfort letter issued in connection with the grant of a Loan to a Borrower, and includes any undertaking by any party jointly liabl for all or part of the Debtor's obligation is Guaranteed towards the Bank in respect of a Loan granted by the Bank. "Third-Party Guarantor" means an issuer of a Third-Party guarantee on behalf of a Borrower. (B) the following terms have the meaning assigned to it by respectiv them in the Recital, article and the Annex hereafter specified: Term Recital, article or Annex Cas tribunal Section 4 of Annexe 3 Association Decision Recital 1 Section 4 of Annexe 3 bindings enforceabl Section 4 of Annex 3 of the Cotonou Framework the Cotonou Agreement Recital 1 Internal Recital III 1 Cotonou Arrear III Administration Agreement Recital 8 Recital 1 of the Cotonou Agreement Political Risk article 2.03 project Section 4 of Annexe 3 project agreement Section 4 of Appendix 3 relevant Party Section 4 of Annex 3 In this guarantee, unless the context otherwise requires: (a) in the heading by for convenienc only and do not be affec the interpretation of this guarantee; (b) words importing the singular include the plural and vice versa; (c) a reference to an article, a party or an Annex is a reference to that article of, or that party or Annex it, this guarantee. Article 1 scope of guarantee 1.01 To the exten of its Proportional Participation and without prejudice to article 2.02, each Guarantor as primary obligor and not merely as surety hereby irrevocably: (a) guarantee any right, waiving their object, in accordanc with the terms and conditions laid down below, the punctual and full performance of all financial obligation of every Guaranteed Debtor in respect of a Loan made by the Bank from its own resources pursuan to the Cotonou Framework. (b) to pay any amount of undertak of the Guaranteed Sum owed table by the Guaranteed Debtor to the Bank, upon demand by the Bank, in euros and in accordanc with the provision laid down in article 3.-the ' Guarantor 1.02 obligation is defined in article 1.01 above shall apply to all EIB Financing operations concluded pursuan to the Cotonou Agreement (iii) Internal in respect of which the relevant Loan Agreement is or has been signed during the period between 1 January 2014 and 31 December 2020.1.03 (A). This guarantee shall cover: • all risk for Loan agreements concluded between the Bank and public sector Borrower is within the Cotonou Framework; and • the Political Risk, as this term is defined in article 2.03 for Loan agreements concluded between the Bank and private sector Borrower is within the Cotonou Framework, (B). The total liability of the Guarantor under this guarantee in respect of the Cotonou Framework is limited to 75% of the total amount of the credits opened by the Bank pursuan to the Cotonou Framework which are subject to the following, namely: • ceiling 2500 million EUR for the third Financial Protocol to the Cotonou Agreement; and • 100 million EUR for the Association Decision for the period after 31 December 2013 1.04 the obligation of the Guarantor under this guarantee shall continue until payment is made in full of the Guaranteed Sum. Article 2 Calling of the guarantee 2.01 this guarantee may be called whenever a Guaranteed Debtor file, in whole or in part, to pay any Sum on its Guaranteed due date. Any sum received or realised by the Bank for the purpose of discharge of a Guaranteed Sum shall be disregarded, if the Bank's use of such sum is in any way restricted. 2.02 before calling the guarantee when a Guaranteed Debtor file, in whole or in part, to pay any Sum Guaranteed on its due date, the Bank shall give it the Guarantor of such prior notice as is reasonably practicabl of its intention to make a call in respect thereof. For the avoidance of doubt, the obligation of the Bank under this article will not be construed in any 2.02 way condition a preceden to the enforceability of the obligations of the Guarantor under article 1.01. However, 2.03 for Loan agreements concluded between the Bank and private sector Borrower, this guarantee may only be called upon whenever, because of the occurrence of one of the events defined in Annex 3 (hereafter a "Political Risk") : (i) a Guaranteed Debtor is unable to pay, or the Bank is unable to receive a Guaranteed Sum, on its due date; or (ii) a Third-Party Guarantor is prevented from collecting in the non which due to it in respect of a Guaranteed Sum, provided that: (a) any demand for payment made by a Third-Party Guarantor on account of a payment that it has made on behalf of a Guaranteed Debtor must have been presented to the Bank at the latest 2 years from (x) the final date specified contractual repaymen under the relevant agreement or (y) in the case of early repaymen the voluntary or obligatory, whethers of the relevant Loan, the due date of that early repaymen; and (b) this guarantee is limited to the amount which the Bank or, as the case may be, the Third-Party Guarantor could have recovered but for the occurrence of a Political Risk. 2.04 (A) banks in demand upon the Bank under a Third-Party guarantee can be made by a Third-Party Guarantor in the cases stated in Section 4, second paragraph, point (b), of Annex 3, where the enforcement period mentioned therein has not yet expired within the 2 years period set out preclusion in the article 2.03 (ii) of this guarantee. Such banks does not demand the Bank it entitl make a demand for payment under this guarantee, but merely serve as a means to suspend the preclusion set out in article 2.03 (ii) of this guarantee. Any remaining as of the preclusion period shall start to run again upon expiration of the period set out enforcement in Section 4, second paragraph, point (b), of Annex 3. The Bank shall inform the Guarantor of any demands made by the banks in a Third-Party Guarantor. 2.05 A. Subject to (B) below, the Bank's determination as to the occurrence of a Political Risk shall be final and binding. The determination shall take effect 15 calendar days following notice to the Guarantor. (B) If a majority. of the Guarantor, measured by their Proportional Participation, the Bank it instructi contest a Guaranteed Debtor's claim that (a) Political Risk has occurred, the Bank shall execute such instructions to its obligation pursuan under the Cotonou Agreement Arrear Administration III. However, the Guarantor and the Bank shall be bound as between themselves by any final decision of a competent court or tribunal over a CAS dispute between the Bank and a Guaranteed Debtor that determin the occurrence of a Political Risk. The Bank shall keep the Guarantor is regularly informed of the status of any such proceedings. 2.06 the Bank shall inform the Guarantor of each occurrence of a Political Risk and of any disagreemen between the Bank and to a Guaranteed Debtor as to the occurrence of a Political Risk. 2.07 the guarantee may also be called whenever a Guaranteed Debtor makes, or the Bank through the realisation of a Third-Party guarantee receive a payment, which the Bank cannot, for any reason, use without restriction or over which it does not have unfettered control. Article 3 terms of payments under the guarantee the Guarantor shall pay to the 3.01 to the Bank the Bank is demanded by the non in euro. The Bank is demanded by the non shall take into account any funds which are capable of being applied by the Bank from the Loan loss Cover account in respect of unpaid Guaranteed Sum. The Loan loss Cover account shall be managed in accordanc with the provision of the Cotonou Agreement Arrear III Administration and the terms and conditions laid down by the Bank's bodies each from time to time. 3.02 the Guarantor ' payment obligations under this guarantee shall be made in accordanc with the provision of the Cotonou Arrear III Administration Agreement, and in any case shall be made from the later than 3 years after demand in writing is made by the Bank under the guarantee. 3.02 the Bank shall not require any individual Guarantor to make any payment due, unless at the same time and in each Guarantor's Proportional Participation, it requires the other Guarantor to make payment to the States guarantee pursuan. If the Bank has determined that (a) Political Risk has occurred, it may make such a demand, and the Guarantor shall comply with the demand of, even in a case where the Guarantor have instructed the Bank in the terms envisaged by article 2.05 b. Article 4 Loan terms, Administration and Information 4.01 the Bank shall manage all loans covered by the THA guarantee in accordanc with good banking practice and with the Bank's standard criteria and procedures , in particular, in accordanc with its credit Risk Policy guidelines as modified from time to time, and subject to its usual control. In recovering any Guaranteed Sum from any Guaranteed Debtor or from any security, the Bank shall act in a manner consistent with the care and diligence applied to recovery proceedings initiated for any sum to be recovered in the relations it projects financed by the Bank without the benefit of this guarantee. The terms and conditions applicable to the Loan covered by this guarantee shall be defined in accordanc with the principles and guidelines put down by the Bank's bodies each from time to time. 4.02 the Guarantor of the Bank the authoris hereby grant it a Guaranteed Debtor one or more extensions of time and generally it amend the terms of the relevant agreement with any Guaranteed Debtor, including an amendment that has the effect of reducing or writing off an amount outstanding as of a composition of a restructuring or with preparing, while remaining within the scope of the Cotonou Framework. 4.03 the Bank shall provide to the Guarantor of a year by January 31 twice and 31 July respectively: (i) an information sheet, in the form of Annex 4, containing information, effective as of 31 December and 30 June on the Loan agreements covered by the present guarantee; and (ii) the prudential limit, in the form of Annex 5, as defined in accordanc with the principles and guidelines put down by the Bank's bodies each from time to time. 4.04 the Bank shall inform the Guarantor of any fact or circumstanc, which it's not to be the judge for the already generally known and which it will consider likely to result in the making of a demand under this guarantee. The Bank is not obliged to seek such information. Article 5 5.01 the Subrogation To the exten that a Guarantor makes any payment to the Bank to this guarantee pursuan, it shall be subrogated to the rights, including security rights, of the Bank in respect of its claims against the Guaranteed Debtor. Such right of subrogation may not be invoked to the detrimen of the Bank. 02 In every Third-Party guarantee, the Bank shall exclude any right of contribution against the Guarantor by the Third-Party Guarantor and shall exclude any other right of the recourses of the Third-Party Guarantor against the Guarantor. The Guarantor shall indemnify the Bank for any liability towards Third-Party Guarantor of resulting from this guarantee. 5.03 where the Guarantor is subrogated to the rights of the of the Bank, the Bank shall, if so requested by the Guarantor, administer and manage the relevant claims under article 5.01 in accordanc with the terms and conditions of the Cotonou Agreement Arrear Administration III. 5.04 the Guarantor and the Bank agree to apply the Cotonou Arrear III Administration agreement to all recovery actions initiated by the Bank in respect of Loan agreements covered by this guarantee. about 5.05 of the subrogation upon the occurrence of a Non-Transfer of Currency, as defined in Annex 3, the following provision applies: When a Guaranteed Sum falls due and where the Guaranteed Debtor, on terms to the Bank, acceptabl makes a deposit, in the amount of the said Sum, or equivalent Guaranteed financial asset in favour of the Bank in local currency , in the currency of the Loan or in any other freely convertible currency but where such deposit or other asset is not transferabl or convertible, the Guarantor of the Bank hereby authoris it limit the Guarantor ' claim in respect of the portions of the Guaranteed Sum òàæó to the amount of the deposit or other asset, their such deposit or other asset. Article 6 Tax and Expense of Any fiscal charges 6.01 and others expense incurred in connection with the of making, the performance or the enforcement of this guarantee shall be borne by the Guarantor of the pro-rata to their Proportional Participation. 6.02 the Guarantor will indemnify the Bank for all expense incurred by the tax and of the Bank in seeking recovery of Guaranteed Sum, in accordanc with the Cotonou Arrear III Administration Agreement. 7.01 Article 7 applicable Law this guarantee shall be governed by and construed in accordanc with the general principles common to the laws of the Member States. Article 8 8.01 Jurisdiction Any dispute between the parties to this guarantee that is not promptly and amicably resolved shall be referred for decision to the Court of Justice of the European Union Article 272 pursuan to of the Treaty on the Functioning of the European Union. Article 9 Confidentiality 9.01 Having regards to the fact that some of the information exchanged in the context of this guarantee may be confidential and may even be in some instances commercially sensitive, both the Bank and the Guarantor is to abstain from divulging the undertak a third-party, without the prior written consent of the the other, any information communicated to either of them in the context of this guarantee. This undertaking does not, however, be affec the communication of information which is required by law or by an order of the operations of a Court of competent jurisdiction to be. Article 10 10.01 notices and communications notices and other communications given hereunder to the Guarantor or to the Bank shall be sent by registered letter or other recognised means of communications addressed to the recipient at its address set out below: For a Guarantor: its address is set out in Annex 1 For the Bank: 100, boulevard Konrad Adenauer L-2950 Luxembourg Any change to the address as listed in the above shall have effect only after such change has been notified in writing to the other parties. The Recital and the five form an integral Annexe part of this guarantee. Article 11 the signature of guarantee 11.01 this guarantee will be binding in respect of each Guarantor immediately upon it a valid signature or, as applicable, its ratification of this guarantee and shall have effect from 1 January 2014. The authentic texts of 11.02 this guarantee shall be in English, French and German. Each Guarantor may sign in any one of the three authentic languages. 11.03 this guarantee is signed in counterpart, each Guarantor signing two originals and delivering them to the Bank. The Bank shall deliver to each Guarantor one original signed counterpart by that Guarantor and the Bank. The Bank shall produce a conformed copy in the English language. In WITNESS WHEREOF each of the parties of the heret has caused this guarantee it to be signed by the authorised signatory of the it.
Annex 1 list of addresses for the purpose of article 10 of the KINGDOM OF Belgium: the Service Public Fédéral finances Administration de la Trésorer the questions of the Security of the International Financière et, Avenue des Arts 30 B-1040 Bruxelles REPUBLIC OF Bulgaria: Министерство финансите на Международни финансови и сътрудничество институции Дирекция "" "Европейски финансови" Отдел институции Улица Раковски "Република България", № 102 1040 София Ministry of Finance International Financial institutions and Cooperation Directorate European Financial institutions Department 102 Rakovsky Str. 1040 Sofia Republic of Bulgaria CZECH REPUBLIC Ministerstvo financí Mezinárodní vztahy: Letenská 15 118 10 Praha 1, CZ-KINGDOM OF DENMARK: udenrigsministeriet Asiatisk Plads 2 DK-1448 Copenhagen K FEDERAL REPUBLIC OF GERMANY-in: Forum der Finanzen Bundesministeri referat D-10117 Wilhelmstrass-EA2 97 Berlin REPUBLIC OF Estonia: Rahandusministeeri Ameerik 1 of Suur-EE-15006 Tallinn IRELAND: Department of Finance International Financial institutions Section South Block government buildings Upper Merrion Street Dublin 2, IE-HELLENIC REPUBLIC Υπουργείο Οικονομίας και Οικονομικών Λογιστήριο: Γενικό Κράτους Διεύθυνση του 25 η Αθήνα 10165 Πανεπιστημίου 25 GR-Ministry of Economy and finance General Accounting Office of the State 25th Directorate 25, Panepistimio Street GR-Athens: 10165 KINGDOM OF SPAIN Ministerio de Economí y Secretarí General del Tesoro Regards y servicio de Polític Financier of Aval's Paseo del Prado, 6 E-28071 Madrid NUM. FRENCH REPUBLIC: the Ministèr de l ' Économ- , de l ' Industrie et de l'emploi Direction Générale du Trésor et de la politique des policy of Economic service of macroéconomiqu et des Affaires of the European 652 139 rue de Bercy Teledoc FR 75572 Paris CEDEX 12-REPUBLIC OF Croatia: Ministry of finance Katančićev, 5 HR-10000 Zagreb ITALIAN REPUBLIC: Ministero dell ' Economi-delle Finanz e del Tesoro, Dipartiment Rapport Finanziar-Ufficio Internazionale, via XI settembre XX 97 I-00187 Rome, REPUBLIC OF Cyprus Υπουργείο Οικονομικών και Επενδύσεων Διεύθυνση Χρηματοδοτήσεων: Γωνία Μιχαήλ Καραολή και Γρηγόρη Αυξεντίου CY-1439 Λευκωσία Ministry of finance finance and investment Division, Karaol and Grigori Afxentio Michael Str CY-1439 Nicosia REPUBLIC OF Latvia: the Latvian Ministry of finance sand Street 1 LV-1919 Rīga, the REPUBLIC OF Lithuania: Lietuvos respublikos finansų ministerij-01512 Lukiškių 2 LT-GRAND DUCHY OF LUXEMBOURG in Vilnius : Ministèr des finances 3, rue de la Congregation L-Luxembourg: mzetgazdaság in HUNGARY 2931 Minisztéri 1051 Budapest, nádor of József tér 2-4 REPUBLIC OF Malta: tal-Minister Finanz, l-u Investimen the economy of Triq in-Nofsinhar Maison Demandol MT-Valletta VLT 2000 KINGDOM OF the Netherlands: Ministerie van Financiën Prinses Beatrixlaan 512 NL-2511 CW Den Haag REPUBLIC OF Austria: Bundesministeri Forum für Wirtschaftspolitik und Finanzen Sektion III, Finanzmärkt-Johannesgass, A-1010 Wien 5 REPUBLIC OF POLAND ministerstwo Finansów: ul. 12 Świętokrzysk PL-00-916 Warsaw Portuguese: Ministério das Finanç REPUBLICA Direcçã-Geral do Tesour of the Rua da Alfândeg, 5-1 ° andar P-1194 Lisboa Romania: Ministerul Finantelor published by GeneralaRelati in the Directi Financiar Internationale str. Apolodor 17, sector 5, RO-Bucuresti REPUBLIC OF Slovenia: the Ministrstv za finance Župančičev 3 SI-1502 Ljubljana REPUBLIC OF FINLAND: Ulkoasiainministeriö Yleisen Kehityspoliittinen osast kehityspolitiikan if the suunnittelun yksikkö katajanokanlaituri 3 FIN-00161 Helsinki SLOVAK REPUBLIC Ministerstvo financií Slovenskej republiky: the medzinárodných Štefanovičov vzťahov Sekci 5 SK-817 82 Bratislava KINGDOM OF SWEDEN: Finandepartemente/Ministry of finance, the International Department Internationell avdelningen/S-10333 Stockholm Drottninggatan 21 UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND : the Head of the Europe Department, Department for International Development UK-London Sw1a of 22 Whitehall 2EG Annexe 2-participation of Guarantor Respectiv as of the date of this guarantee in EUR subscribed Capital of the Bank 243,284,154,500 by the Member States as: 39,195,022,000 39,195,022,000 39,195,022,000 Germany France Italy United Kingdom Spain Belgium 10,864,587,500 39,195,022,000 23,517,013,500 Netherlands Sweden Denmark Austria 10,864,587,500 7,207,577,000 5,501,052,500 5,393,232,000 5,017,144,500 3,098,617,500 Greece 2,946,995,500 Spain Finland Portugal 1,899,171,000 Czech Republic Hungary 1,751,480,000 Ireland 1,375,262,000 1,851,369,500 Romania 1,270,021,000 891,165,500 Croatia Slovakia 630,206,000 Slovenia 585,089,500 Bulgaria 427,869,500 Lithuania 367,127,000 Luxembourg 224,048,000 275,054,500 Cyprus 269,710,500 Latvia Estonia Malta 102,665,000 173,020,000 Annex 3 DEFINITION OF POLITICAL RISK NAMELY NON-TRANSFER OF CURRENCY, EXPROPRIATION, WAR OR CIVIL DISTURBANC AND DENIAL OF justice UPON BREACH OF contract NON-TRANSFER OF CURRENCY 1 means: any action by the host Government which , directly or indirectly, (a) the Guaranteed Debtor prevents from converting funds in local currency into the currency of the Loan Agreement or into a freely convertible currency or into another currency by the Bank deemed acceptabl, or transferring from outside the Host Country the local currency concerned or the currency into which the local currency has been converted, for the purpose of (i) paying any Guaranteed Sum (ii) receiving any Guaranteed Sum in the currency and in accordanc with the terms and conditions agreed, or (iii) recovering any Guaranteed Sum which has been duly paid; and any failure by the host Government to take action with a view to effecting or allowing such conversion or transfer by or on behalf of such the Bank, or a Guaranteed Debtor; with the provis of that: (a) the Guaranteed Debtor is able to freely and lawfully availa ... itself within the Host Country of the local currency or other currency, into which the local currency has been converted; and (b) the Guaranteed Debtor concerned or, as the case may be, the Bank has without success for a period of 30 days by all reasonable means endeavoured to complete the legal effect it formalit cessary the transfer or conversion. 2. EXPROPRIATION means: any measure or series of measure taken, the directed, ratified, or approved by the authorised by the host Government, which is an administrative action or a legislative action and constitut the expropriation within the meaning of this Section 2. A measure of an act of expropriation constitut within the meaning of this Section 2 if the measure: (a) prevents the Guaranteed Debtor from paying a Guaranteed Sum and results in a default that continue for a period of 90 days; or (b) for a period of 90 of depriv days a Third-Party Guarantor or the Bank of its rights as a collateral security or preparing against commercial guarantee of repaymen in respect of scheduled payments that have fallen due for other reasons than as a consequences of one of the risks defined in this Annex; or (c) a Third-Party Guarantor depriv or the Bank, for a 90-day period, of the use of funds deposited either in the local currency or in foreign currency, with a financial institution in the Host Country, by him or for his account for the purpose of recovery under the scheduled payments. Of the measure on the part of the host Government shall be deemed to constitut an expropriation if it constitut a bona fide non-discriminatory measure of general application of a kind that Governments would normally take in the public interest for the purpose of ensuring public safety such as, raising tax revenue, protecting the environment or regulating economic activities, unless the measure is designed by the host Government to have a confiscatory effect. Breach by the host Government of a contractual obligation owed table to a Guaranteed Debtor shall not of itself constitut an expropriatory measure. 3. WAR OR CIVIL authority means any DISTURBANC: Act of war (declared or otherwise), revolution, insurrections, civil war, riot or social, terrorism or sabotages the strif is having the direct and immediate effect of (i) preventing a Guaranteed Debtor for a period of 90 days from paying a Guaranteed Sum; or (ii) preventing a Third-Party Guarantor or the Bank for a period of 90 days from effecting recovery in respect of the Guaranteed Sum which have been duly paid or from receiving a Guaranteed Sum in the currency and in the due manner contractually provided for. In all cases, the constitut an act of war or civil disturbanc, the Act must have been undertaken with the primary intent of pursuing a political objective. Acts undertaken principally in order to support labour, employment, students ' interests or other non-political objective of shall not be covered under this Section 3. The time period of 30 or 90 days referred to in sections 1, 2 and 3 of this Annex shall not apply if the payment default, deprivation of entitlement or non-recovery results from the extension of an event, as defined in this Annex, the existenc of which has been duly established during a prior payment default for which the time period referred to above have already been applied. 4. DENIAL OF justice UPON BREACH OF contract means: the breach by a host repudiations or Government of a project agreement (as defined below), where the repudiations or breach either: (i) prevents, or materially contribute to preventing, the Guaranteed Debtor from performing its obligation towards the Bank of; or (ii) prevents the Bank or a Third-Party Guarantor from realising the full value of the security taken over the revenue or other benefits derived from any security interest in the project agreement. Cover shall be limited to cases where an CAs tribunal renders a final, binding and enforceabl award providing for damage in respect of the relevant Party's claim for damage for breach or repudiations; provided that: (a) the award is for a specified monetary amount, and is rendered for breach of a contractual obligation under, or for a project of repudiations, agreement by the host Government; (b) the relevant Party has made reasonable efforts to exhaust all legal remedies to enforce the award against the host Government for a period of 180 consecutive days from the date of the award. (A) the banks demand upon the Bank can be made by a Third-Party Guarantor in cases where this period has not yet expired within the 2 years period set out preclusion in the article 2.03 (ii) of this guarantee. Such banks does not demand the Bank it entitl make a demand for payment under this guarantee, but merely serve as a means to suspend the preclusion set out in article 2.03 (ii) of this guarantee. Any remaining as of the preclusion period shall start to run again upon expiration of the enforcement period. The Bank shall inform the Guarantor of any demands made by the banks in a Third-Party Guarantor; (c) the host Government's refusal to enforce the award is arbitrary and/or discriminatory. For this purpose: (a) An "CAs tribunal" means any Board, tribunal or CAs wherever it is established, which is independent from the host Government, and which is entrusted under the terms of the project agreement to make a final, binding and enforceabl award on a claim by a relevant Party there under and whose award is capable of enforcement in the Host Country under the provision of the New York Convention on the Recognition and enforcement of Cas Awards; (b) An award is deemed to be "binding", if it's legal to create rights for the parties in relations to the subject matter of the dispute between them; (c) An award is deemed to be "enforceabl" unless the CAs tribunal that render the award, or any other competent body, suspend or den in the enforcement of the award; (d) An award of the CAs tribunal United Nations is deemed "final", if the time for appeal or challenge to the award has expired without an admissibl challenge or appeal having been made; (e) "project" means a project within the scope of the Cotonou Framework and described by a project credit report; (f) "project agreement" means an agreement, contract or binding commitment between a relevant Party and a host Government which is directly related to a project and is, in the reasonable opinion of the Bank, critical to the financial or technical viability of the project, and includes, by way of illustration, any of the following types of agreement or commitment, namely supply agreements off-take agreements, subsidy agreements, user agreements, concession, licenses to exploit, or price setting mechanisms; (g) the "relevant Party" means (a) the Borrower or a parent company or a subsidiary of the Borrower situated in the same country than the Borrower. The relevant Party or the Third-Party Guarantor shall be obliged to take all reasonable efforts to exhaust available remedies to enforce the award against the host Government or to use reasonable efforts to ensur that the relevant Party or the Third-Party Guarantor which is able to exercise those remedies does so. Each agreement with a Guaranteed Debtor shall reserve for the Bank the right to specify the measure in that the relevant Party or the Third-Party Guarantor shall take, or shall be taken, ensur enforce UN CAs award on a claim for breach of contract or repudiations. The Bank is not obliged to require any party to take the measure of that, in the judgement of the Bank, disproportionat to their likely benefit. The Bank may agree to any reimburs Guaranteed Debtor for the reasonable cost of enforcement proceedings. The Guarantor shall be the Bank for reimburs any cost it thereby incur. 5. GENERAL EXCLUSIONS none of the following acts or risk shall warrant the calling of the guarantee: • any act of the Host Country to which the Guaranteed Debtor or, in the case of Section 4 of this Annex, the relevant Party, has freely consented or where the preponderan the cause lies in the illegal and the conduct of the unreasonabl Guaranteed Debtor or the relevant Party; • any Political Risk, as defined above, clearly prevailing at the date on which the Bank signed the relevant Loan Agreement or security agreement and producing the effects referred to in this Annex at such date. Annex 4 the guarantee agreement BETWEEN the MEMBER STATES AND the EIB DATED DD/MM/YY CONCERNING loans made BY the EIB FROM its OWN resources UNDER the FINANCIAL PROTOCOL *) semi-annual information sheet as of [31/12/YY] [30/06/YY] pursuan to article 4.03 of the guarantee agreement (all non in thousand of euros) Notes: 1) Loan marked Yes under "Expected call" are those for which the sum of the previously called on the guarantee have not yet been repaid to the Member States and for which the Bank expect to call on the guarantee also with respect to the next instalmen. 2) euro amount of the next (half-yearly, unless otherwise is stated) instalmen of principal and interest. With non-stated responsibility indicativ and without, as they may vary due to exchange fluctuation and other factors such as further disbursement of the Loan. A. Previously Reported Loan operations date of signature project Loan amount Disbursed to the Borrower and Non Third Party Guarantor Unrepaid Act Public Sector Expected/Private Yes/No 1) Next call instalmen 2) (B). The New Loan operations date of signature project Loan amount Disbursed to the Borrower and Non Third Party Guarantor Unrepaid Act Public Sector Expected/Private Yes/No 1) Next call instalmen 2) TOTAL A + B Annexe 5 semi-annual information sheet as of [31/12/YY] [30/06/YY] on Prudential Limit Ceiling EUR m € Net approval% m% of ceiling Sovereign operations as a percentage of the Cotonou Mandate in Cotonou Cotonou Cotonou II (I) (II) 60% 80% 80% target ceiling 1032 1624 2080 to the expected loss on the portfolio of loans to sovereigns Cotonou Cotonou Cotonou II (I) (II) 8% 8% 8% debt outstanding from the sovereign borrower rated C as a percentage of the sovereign portfolio Cotonou Cotonou Cotonou II (I) (II) 25% 25% 25% 258 406 520 Sovereign exposure to any single country as a percentage of total exposure Cotonou Cotonou Cotonou II (I) (II) 20% 20% 20% 206 325 416 guarantee agreement between the Kingdom of Belgium, the Republic of Bulgaria, the Czech Republic, the Kingdom of Denmark the Federal Republic of Germany, the Republic of Estonia, the Hellenic Republic, Ireland, the Kingdom of Spain of the Republic, the Republic of Croatia, the Italian Republic, the Republic of Cyprus, the Republic of Latvia, the Republic of Lithuania, the Grand Duchy of Luxembourg, the Republic of Hungary, the Republic of Malta, the Republic of Austria, the Kingdom of the Netherlands, the Republic of Poland, the Portuguese Republic, the Republic of Romania, the Republic of Slovenia, the Slovak Republic Republic of Finland and the Kingdom of Sweden, the United Kingdom of Great Britain and Northern Ireland, the United Kingdom and the European investment BANK European investment bank loans for investment projects in Africa, the Caribbean and Pacific States and the overseas countries and territories the Contracting Parties: the Kingdom of Belgium, Republic of Bulgaria, the Czech Republic, the Kingdom of Denmark, the Federal Republic of Germany, the Republic of Estonia, Ireland, the Hellenic Republic, the Kingdom of Spain, the French Republic, the Republic of Croatia, the Italian Republic, the Republic of Cyprus, the Republic of Latvia, the Republic of Lithuania, the Grand Duchy of Luxembourg, the Republic of Hungary , The Republic of Malta, the Kingdom of the Netherlands, the Republic of Austria, the Republic of Poland, the Portuguese Republic, Romania, the Republic of Slovenia, the Slovak Republic, the Republic of Finland, the Kingdom of Sweden, the United Kingdom of Great Britain and Northern Ireland, which works with this agreement concerned (hereinafter-the guarantee contract or guarantee) 1. institutions referred to in the annex, which represent the relevant signature pages that signers (hereinafter individually-guarantor, Guarantor or joint-but Member States), on the one hand, and the European investment bank, with the Central Office of the Boulevard Konrad Adenauer 100 , L-2950, Kiršberg, Grand Duchy of Luxembourg, its President Werner Hoijer [Werner Hoyer] persons (hereinafter referred to as the Bank), on the other hand, given that: 1. the Guarantor undertook certain obligations to act as guarantor, for the 2013 24 and 26 June in Luxembourg and Brussels signed an internal agreement (Cotonou II internal agreement) in article 4 in relation to the financing of multiannual financial framework for the period from 2014 to 2020 (under the third financial protocol) of 23 June 2000 in Cotonou (Benin) concluded by the ACP and the EU partnership agreement between the European Community, its Member States and the African, Caribbean and Pacific countries, which was first reviewed in 25 June 2005 in Luxembourg and once amended by 2010 of 22 June in Ouagadougou (hereinafter referred to as the Cotonou Agreement) and for the allocation of financial assistance for the overseas countries and territories to which the Treaty is applicable for a quarter of EU actions under the Council on 27 November 2001 by decision 2001/822/EC on the overseas countries and territories with the European Union (which over time appropriate amendments and in addition, hereinafter the Association decision) (together hereinafter referred to as the Cotonou framework); 2. in the light of the above considerations, the Board of Governors of the Bank 2013 on May 31, authorized the Bank to provide funds from its own resources for co-financing of investment projects during the period from 2014 to 2020, which covers the third financial protocol, for a total amount of up to EUR 2500 million and in the Member States of the Cotonou Agreement and EUR 100 million in the overseas countries and territories; 3. continuing to comply with the policies of the Board of Governors of the Bank, which it adopted on March 1, 2012, that the Bank can take all the commercial risk for each individual private sector activities from its own resources to systematically eliminate political risks will continue to guarantee the Member States, the above mandate of the Board of Governors of the Bank was accepted on the condition that the Bank financial resources should be provided with suitable Guarantor of continuous availability guarantee (which is this warranty) for the total plus all the related amounts, according to the Bank's Board of Governors on 1 March 2012 decision and that financial resources must be issued by the investment projects for co-financing, corresponding to the Bank's usual criteria for lending from own resources; 4. Cotonou II internal agreement article 4 provides that the amount of this Guarantee is limited to 75% of the total amount of credit that a Bank has granted the loan contracts concluded under the Cotonou partnership agreement and (iii) the Association's decision, and that it will cover all public sector projects. Also, this article provides that in relation to private sector projects that guarantee will cover all the political risks and the EIB take all the commercial risk; 5. the above article 4 also provides that the Member States are responsible under this warranty agreement in proportion to their contribution to the Bank's capital. 2. This warranty for information purposes in the annex indicates the contribution of each Member to share in the Bank's capital, it is, at the date of signature of this warranty; 6. the Guarantor and the Bank provides that, if a Guarantor has taken over the rights and obligations of the Bank in respect of any loan, the Bank at the request of the guarantor is administered and managed by the loan agreement, which does not comply with the obligation, under Cotonou II protracted debt management agreement concluded between the Bank and the Guarantor and payment and repayment of monitoring procedures within the Member States guarantees in favor of the Bank (hereinafter referred to as the Cotonou agreement of the Prolonged parādupārvald III). THE PARTIES AGREE ON THE FOLLOWING. Definitions (A). This guarantee: "borrower" means any Bank loan recipient or the Cotonou agreement the Association decision in the third financial protocol. "Credit risk policy guidelines" means the Bank credit risk policy guidelines on the operation of the own resources that are made outside the European Union, as well as, where appropriate, the European Union's credit risk policy guidelines, in the course of time the Bank they endorsing, altering, adding to or editing it. "The EIB'S financial activity" is a Bank issued loan suitable for the implementation of investment projects in the country of the borrower from the Bank's own resources and according to defined rules and procedures issued under the Cotonou framework and management determine the loan contract concluded between the Bank and the borrower. "A ensured the borrower" means a borrower or its third-party guarantor. "Guaranteed sum (s)" means any obligation covered by this warranty, which consists of the principal, interest, Commission payments, refunds, payments, expenses and other extra payments and other amounts provided by the borrower at any time during the period of the loan is owed to the Bank or third-party guarantees. "The borrower Government" are existing institutions or may have bodies that control part or all of the territory of the country of the borrower or any political or territorial units, or any other public authority, operating in the country, which includes any borrower country or outside of the existing institutions and laws of the country of the borrower is assigned to the Governor. "The borrower's country" for each of the ACP countries, overseas countries and territories of the Cotonou framework. "Loan" means money granted by the Bank the borrower the loan, promissory notes or similar instruments in a way that is acceptable to the Bank as a loan under the substitute credit risk policy guidelines in accordance with the rules defined in the loan agreement. "The contract" is the contract signed between the Bank and the borrower, and which sets out rules for the EIB'S financial activities in the form of a loan. "Lost loan settlement account" means the euro account open on behalf of the guarantor Bank and the who is financed from the income derived from the re-pricing of risk of EIB financial operations application, except according to ensure lending arrangements, as defined above, and who are to be managed in accordance with the Cotonou II protracted debt management agreement. "Contribution" means a contribution of each Guarantor Bank capital rate to be determined by each guarantee fulfilment of the purpose of the request, in accordance with article 2 of this request at the time of implementation; the contribution of each Guarantor Bank capital guarantee at the time of conclusion of the information specified in annex 2. "Third party guarantee" is a guarantee issued by a third party for the benefit of the Bank, including, but not limited to, credit letter or a letter of guarantee issued in connection with loans to the Borrowers and includes all measures which take all the parties involved, which are jointly responsible for all or part of the borrower's obligations to the Bank issued Loans in them. "Third-party guarantor" means a third-party warranty provider on behalf of the borrower. B. the following terms shall have the meaning attributed to them, as defined in the following recitals, articles and annexes: the term consideration, article or annex arbitral tribunal annex 3, section 4 of the Association decision recital 1 bind 3. section 4 of the annex to annex 3 executable section 4 1 of the Cotonou framework the Cotonou recital (iii) of the internal agreement of Cotonou II 1 concerns protracted debt management contract in recital 7 of the Cotonou Agreement 1. recital political risks article 2.03 project 3. section 4 of the draft contract annex 3, section 4 of the party 3. section 4 of the annex to this warranty, unless the context otherwise requires: (a) headings are for convenience only and shall not affect the interpretation of this warranty; (b) words expressed in the singular, denotes the plural and vice versa; (c) the reference to the article, the part or attachment reference is made to this article, part of the guarantee or the annex. 1. Article 1.01 scope of warranty under its investment part and without prejudice to article 2.02 each guarantor, as a key commitment the latter and not only a guarantor hereby irrevocably: (a) guarantee, giving up the right to object, according to the rules below, Ensure accurate and complete in all the borrower's financial obligations in connection with Bank loans from its own resources under the Cotonou framework. (b) at the request of the Bank undertakes to pay the amount guaranteed by the borrower owed the Bank, and under the conditions referred to in article 3. the obligations of the Guarantor, 1.02 referred in article 1.01, applies to all financial activities of the EIB, carried out in accordance with the Cotonou Agreement, III internal in respect of which the loan contract is or was entered into during the period from 1 January 2014 to 31 December 2020. 1.03. This guarantee covers: (A) • all risks in the loan contracts concluded by the Bank and public sector borrowers in the Cotonou framework; • political risks, as that term is defined in article 2.03, the loan contracts concluded by the Bank and public sector borrowers in the Cotonou framework. B. obligations of the Guarantor under this Guarantee under the Cotonou framework is limited to 75% of the total amount of Bank credit granted in accordance with the Cotonou framework, which is subject to the following restrictions: • EUR 2500 million Cotonou the third financial protocol; • EUR 100 million under the decision by the Association in the period after 31 December 2013. Guarantor liability this guarantee 1.04 framework should be maintained until it is repaid in full guaranteed amount. Article 2 application of the guarantee the guarantee obligations 2.01 may require in any case when the borrower does not fully or partially reimbursed the guaranteed amount for a specific date. Any amount received by the Bank or the cost of the guaranteed amount, is not taken into account when the Bank with the amount is in some way limited. 2.02 Before claiming the Guarantee in the case where the borrower is fully or partially not fulfilled its obligations relating to the payment of the guaranteed amount, the date set by the Bank in accordance with the accepted practices of the guarantor informed in advance of the planned guarantee request. To avoid confusion, the Bank referred to in article 2.02 obligations do not in any way be interpreted as a preliminary condition for Guaranteeing the implementation of commitments under article 1.01 to request. 2.03 while the loan contracts concluded by the Bank and the private sector borrowers, one of the event as defined in annex 3 occur (hereinafter-the political risk), the Warranty obligations can only be requested in the following cases: (i) ensure that the borrower is unable to pay or the Bank fails to get the guaranteed amount of the prescribed payment date; (iii) a third-party guarantor could not get the amount of money that it owed in relation to the guaranteed amount, provided that: (a) a third-party guarantor made payment request for payment made on behalf of the borrower, the Guarantee must be submitted to the Bank not later than 2 years after (x) specified in the contract concerned the last repayment date or (y) the loan was voluntary or compulsory in the case of early repayment such early repayment date; (b) this warranty restricts the amount that a Bank or a third-party Guarantor can recover, if it were not for the political risks occurred. 2.04 a third-party guarantor may require precautionary guarantee against a third-party Bank Guarantee framework annex 3, section 4, paragraph 2 (b) in the cases referred to in paragraph 1 if the following period has not yet expired 2 year period referred to in the request in this guarantee agreement (ii) of article 2.03 points. This precaution guarantees gives the Bank the right to request payment under this warranty, but is only a tool that guarantees of article 2.03 (ii) the request referred to in paragraph 1. The remaining part of the period of the request count is resumed after the implementation period referred to in section 4 of annex 3 paragraph 2 point (b), in the end. The Bank shall inform the Guarantor of any precautionary requests lodged by a third-party Guarantor. 2.05 under the following a. b. point Bank notice on the existence of political risk is final and binding. The notice shall take effect within 15 calendar days after the notification to the guaranteeing association. (B). If most of the Guarantor, determined by their contribution, instructing the Bank to Ensure the borrower's legal challenge against political risks, the Bank has to follow instructions according to the obligations laid down in the Cotonou II arrears Administration Agreement Prolonged. However, the Guarantor and the Bank mutual action limits the competent court or arbitral tribunal's final decision on the dispute between the Bank and the borrower, which determines the existence of a political risk. The Bank has regularly informed the guarantor of such procedure. 2.06 the Bank must inform the Guarantor for each of the political risk incurred or any disputes between the Bank and the borrower, due to political risk. 2.07 the guarantee obligations may also be required if the borrower makes a third-party Bank guarantees within the framework of the use by the Bank receives payment for some reason can not be used without restriction or over which it does not have unlimited control. Article 3 payment conditions under the Treaty of guarantee the guarantor must pay 3.01 the Bank in the amount of money requested in euro. The Bank in the amount of money required to be taken into account any features that you can use from the Bank lost loan settlement account (ZASK) for outstanding guaranteed amount. Must be managed according to ZASK Cotonou II protracted debt management agreement, as well as the management of the Bank in accordance with the specified conditions. 3.02 guarantor payment obligations under this Guarantee must be carried out under Cotonou II protracted debt management agreement, and in any case not later than 3 years after the Bank's receipt of the request in writing within the warranty period. 3.02 the Bank cannot require any individual Guarantor to make payments, if at the same time and each Guarantor pursuant to part of the investment does not require other people to make payments of the guarantor under this guarantee. If the Bank has determined that is a Political risk, it may make such a request, and the guarantor must act in accordance with this request, even if the guarantor is Bank instruējuš according to above 2.05. in paragraph (B). Article 4 conditions for the loan, the Administration and information Bank manages all 4.01 loans covered by the guarantee, according to the best practices of the Bank and the Bank's standard criteria and procedures, in particular under its credit risk policy guidelines, which are updated from time to time, and in accordance with the normal control procedures. Recovery of any of the guaranteed amount from any borrower or collateral provided by the Bank to act as carefully and hard as any recovery procedure associated with the Bank-funded projects without these guarantees. Terms and conditions applicable to the loans covered by the guarantee are set out under the Bank's control over time, the principles and guidelines. 4.02 the Guarantor hereby authorises the Bank to grant the borrower to Provide one or more extensions of the period and to amend the agreement with the borrower, including amendments to reduce or write off the outstanding amount as part of a restructuring agreement with creditors, or respecting the Cotonou framework activities. 4.03 twice a year, to 31 January and until July 31, the Bank shall submit to the Guarantor: (i) an information page, the form in annex 4 31 December and 30 June, up to date information on loans covered by the present warranty; (ii) reasonable limits, the form in annex 5, as defined under the Bank's control over time, the principles and guidelines. 4.04 the guarantor Bank informs about any facts or circumstances which in its opinion is not yet known which in its opinion can lead to the implementation of commitments in the framework of this warranty request. The Bank shall not be obliged to search for such information. Article 5 5.01 the transfer of rights to the extent the payment of the guarantor under this guarantee to the Bank, it takes over the Bank's rights, including security rights, with respect to claims against the loans to borrowers. Such rights may not be granted if it could harm the Bank. 02 for each third-party guarantees within the Bank excludes any right of third parties to contribute to the Guarantor the guarantor, as well as the right to exclude third-party guarantor refer to the Guarantor. Bank must reimburse the Guarantor of any of these guarantees within the committed against a third-party Guarantor. 5.03 if the Guarantor has been taken over by the Bank, the Bank at the request of the Guarantor is administered and managed by the respective 5.01. the requirements referred to in article under Cotonou II arrears administration protracted contract terms and conditions. 5.04 the guarantor and the Bank agree to apply the Cotonou II protracted debt management contract all the person of the Bank recovery activities in relation to the loan agreements, which are covered by this warranty. 5.05 Part of transfers of rights relating to the transfer of the currency break as defined in annex 3, the following conditions apply: when pushing the guaranteed amount payable and the borrower according to acceptable terms the Bank performs the deposit a certain amount of Guarantee or provide similar financial assets the Bank well in the local currency, the currency of the Loan or in any other freely convertible currency, but where such investment or other asset is not transferable or convertible With this mandate, the guarantor the Guarantor of Bank to limit claims against part of the sum secured corresponding to deposits or other assets until the deposit or other asset. Article 6 Tax and expenses any payments of 6.01 fiscal or other expenses that arise in connection with this guarantee the preparation, implementation or execution, the Guarantor undertakes, in proportion to your membership. to reimburse the guarantor Bank 6.02 all taxes and costs incurred to the Bank to try to recover the guaranteed amount under Cotonou II protracted debt management contracts. Article 7 7.01 the applicable law and these guarantees management application will be carried out in accordance with the provisions of the General principles common to the laws of the Member States. Article 8 8.01 jurisdiction any dispute between parties to this Guarantee, which is not amicably resolved and immediately, should be submitted for review in the Court of the European Union pursuant to the Treaty on the functioning of the European Union Article 272. Article 9 privacy 9.01 in view of the fact that part of these guarantees in the context of that information may be confidential and in some cases even sensitive commercial information, both for the Bank and the Guarantor undertake without the prior written consent of the other party not to disclose to third parties any information received in the context of this Guarantee, one of the parties. But this commitment does not apply to information that is required by law or by a competent court orders. Article 10 Notification and other information 10.01 the Bank addressed to the guarantor or statements or other information must be sent by registered mail or by any other recognized forms of communication to the recipient at the address below: guarantor: 1. the address referred to in the annex to the Bank: 100, boulevard Konrad Adenauer L-2950 Luxembourg any changes to the addresses mentioned above shall enter into force only after the written information of other parties about the change. Considerations and 5 annexes are an integral part of this Guarantee. the signing of the Treaty article 11 11.01 this warranty shall become binding for everyone immediately after its signature of the guarantor or, if applicable, ratification and shall enter into force on January 1, 2014. 11.02 this guarantee is authentic in the English, French and German languages. This guarantee is required to sign one of the three authentic language of the original. 11.03 this warranty be prepared in two original copies, each guarantor sign both documents and forward them to the Bank. The Bank will send to each guarantor one of these original copies, which will be both the Guarantor and the Bank's signature. The Bank will create a certified copy in English. In witness whereof, each party has signed up this guarantee with an officially authorized signature date specified.
Annex 1 addresses the needs of article 10 the Kingdom of Belgium: the Service Public Fédéral finances Administration de la Trésorer the questions of the Security of the International Financière et, Avenue des Arts 30 B-1040 Bruxelles BULGARIA Republic: Министерство финансите на Международни финансови и сътрудничество институции Дирекция "" "Европейски финансови" Отдел институции Улица Раковски "," № 102 1040 София Република БългарияMinistry of Finance International Financial institutions and Cooperation Directorate European Financial institutions Department 102 Rakovsky Str. 1040 Sofia Republic of Bulgaria Czech Republic Ministerstvo financí Mezinárodní vztahy: Letenská 15 CZ-118 10 Praha 1, the Kingdom of Denmark: udenrigsministeriet Asiatisk Plads 2 DK-1448-Copenhagen K Federal Republic of Germany: der Finanzen of referat Bundesministeri EA2-D-10117 Berlin 97 Wilhelmstrass the Republic of Estonia: Rahandusministeeri Ameerik 1 of Suur-EE-15006 Tallinn Ireland: Department of Finance International Financial institutions Section South Block government buildings Upper Merrion Street Dublin 2, IE-Hellenic Republic Υπουργείο Οικονομίας και Οικονομικών Λογιστήριο: Γενικό Κράτους Διεύθυνση του 25 25 GR-10165 ΑθήναMinistry Πανεπιστημίου η of Economy and finance General Accounting Office of the State 25th Directorate 25, 10165 Panepistimio Street GR-Athens the Kingdom of Spain: Ministerio de Economí y Secretarí General del Tesoro Regards y servicio de Polític Financier of Aval's Paseo del Prado, 6 E-28014 Madrid NUM. French Republic: Ministèr de l ' Économ, de l ' Industrie et de l'emploi Direction Générale du Trésor et de la politique des policy of Economic service of the macroéconomiqu et des European Affairs rue de Bercy-Teledoc 652 139 75572 Paris CEDEX 12 FR-the Republic of Croatia: Ministry of finance Katančićev, 5 HR-10000 Zagreb, Republic of ITALY: Ministero dell ' Economi-delle Finanz e del Tesoro, Dipartiment Rapport Finanziar-Ufficio Internazionale, via XI settembre XX, 97 I-00187 Rome Republic of Cyprus Υπουργείο Οικονομικών και Επενδύσεων Διεύθυνση Χρηματοδοτήσεων: Γωνία Μιχαήλ Καραολή και Γρηγόρη Αυξεντίου CY-1439 ΛευκωσίαMinistry of finance finance and investment Division, Karaol and Grigori Afxentio Michael Str 1439 Nicosia CY-Republic of Latvia : Ministry of Finance of the Republic of Latvia on sand Street 1 LV-1919 Rīga, the Republic of Lithuania: Lietuvos respublikos finansų ministerij-01512 Lukiškių 2 LT-Vilnius, the Grand Duchy of Luxembourg: Ministèr des finances 3, rue de la Congregation L-2931 Luxembourg of Hungary: mzetgazdaság Not in Minisztéri of József nádor tér 1051 Budapest, 2-4: Prime Minister of the Republic of Malta tal-Finanz, l-u Investimen the economy of Triq in-Nofsinhar Maison Demandol MT-Valletta VLT 2000 the Netherlands: Ministerie van Financiën Prinses Beatrixlaan 512 NL-2511 CW Den Haag, Republic of AUSTRIA : Forum für Finanzen Bundesministeri Sektion III, Finanzmärkt-Johannesgass und Wirtschaftspolitik 5 A-1010 Wien: Republic of Poland ministerstwo Finansów ul. 12 Świętokrzysk PL-00-916 Warsaw the Portuguese Republic: Ministério das Finanç Direcçã Tesour of the Geral do the Rua da Alfândeg, 5-1 ° andar P-1194 Lisboa Romania: Ministerul Finantelor published in the General Directi Financiar International Relati» str. Apolodor 17, sector 5, RO-Bucuresti: Ministrstv of the Republic of Slovenia za finance Župančičev 3 SI-1502 Ljubljana, Republic of FINLAND: Ulkoasiainministeriö Yleisen Kehityspoliittinen osast kehityspolitiikan if the suunnittelun yksikkö katajanokanlaituri 3 FIN-00161 Helsinki Slovak Republic Ministerstvo financií Slovenskej republiky: the medzinárodných Štefanovičov vzťahov Sekci 5 817 82 Bratislava SK-the Kingdom of Sweden: Finandepartemente/Ministry of finance, the International Department Internationell avdelningen/S-10333 Stockholm Drottninggatan 21 United Kingdom of Great Britain and Northern Ireland : the Head of the Europe Department, Department for International Development UK-London Sw1a of 22 Whitehall 2EG annex 2 contribution of Guarantee the guarantor's signature moment EUR 243 284 154 500 Bank capital divided Member States Germany France Italy thus 39 195 022 000 39 195 022 000 39 195 022 000 United Kingdom Spain Belgium Netherlands 39 195 022 000 23 517 013 500 10 864 587 500 5 501 052 500 Austria Denmark 5 Sweden 7 207 577 000 10 864 587 500 393 232 000 Poland Finland Greece Portugal 1 899 171 000 5 017 144 500 3 098 617 500 2 946 995 500 Czech Republic Hungary 1 751 480 000 1 851 369 500 the Republic of Ireland 1 375 262 000 Romania Slovakia Slovenia Croatia 1 270 021 000 891 165 500 630 206 000 Bulgaria Lithuania Luxembourg 585 089 500 427 869 500 367 127 000 275 054 500 Cyprus Latvia Estonia 173 020 269 710 500 224 048 000 Malta 102 665 000 3 000. Annex definitions of SUCH political risks, currency TRANSFERS, disposals, the break of WAR or CIVIL unrest and the failure of Justice Agreement, in the event of default 1. Currency transfer break is: any borrower Government action that directly or indirectly interfere with the borrower to convert the secured funds from local currency loan agreement in a particular currency or easily convertible currency or any other currency that the Bank deems reasonable or interfere with the transfer of the borrower's country outside this local currency or currency, which is converted to the local currency, with a view to (i) to pay the guaranteed amount, (ii) to obtain any of the guaranteed amount in currency and subject to the terms and conditions on which the agreement, or (iii) recover any of the guaranteed amount, which is paid in a timely manner; and every borrower's inability to act of the Government with the aim to influence or allow the conversion or transfer of such conduct, on behalf of the Bank to the Bank or to Ensure the borrower's behalf; provided that: (a) the borrower can borrower country freely and legally use your local currency or other currency, in which the local currency is converted; (b) the borrower or, in some cases the Bank during the 30-day period is not successfully tried using all appropriate means, to settle legal formalities required for the implementation of money transfer or conversion. 2. the disposal is: any borrower Governments made, seconded, authorized, ratified or approved measures that are administrative or legal actions and causing the seizures this section 2. This action causes a seizure within the meaning of section 2, if: (a) preclude the borrower Provided to pay the guaranteed amount, and as a result, the payment is not made and is delayed for 90 days; (b) deprives third-party guarantor or the Bank for 90 days creditor's rights against the collateral or additional commercial guarantees for repayment in respect of certain payments, the payment of which is overdue for reasons that are different from the risks referred to in this annex to the consequences; (c) does not allow a third-party guarantor or the Bank for 90 days to use the funds deposited in local or foreign currency borrower's financial institution of the country in his own name, with the aim to repay delayed payments specifically scheduled payment. No borrower national measures can not be considered a forfeiture, if they truly have such general discriminatory measures applied by the Government usually apply public interest reasons, such as national security, tax revenue increases, the environment or economic activity, unless the borrower Government measure is intended to konfiscējoš. The borrower Government infringement of contractual obligations to Ensure the borrower cannot in itself lead to the seizures. 3. WAR or CIVIL unrest are: any kind of warfare (or not apply), revolution, rebellion, civil war, social unrest or social strife, terrorism or sabotage, which have a direct and immediate impact: (i) prevent the borrower provide a 90-day period to pay the guaranteed amount; (ii) prevent a third-party guarantor or Bank 90-day time period to realize the guaranteed amount recoveries the specified time is paid, or by denying receive the guaranteed amount in the currency and in the form specified in the contract. To take action in any case could be defined as a war or civil unrest, it has to be done with the basic intention of pursuing a political goal. Actions taken to mainly support the workforce, employment, student interest and other non-political objectives, not covered under šīsIedaļ. 30 or 90 day period referred to in this annex 1, 2, and 3. the section does not apply if the payment delay, the transfer of rights or non-recovery of payments resulting from the extension of the event as defined in this annex, which are open for prepayment penalty in a timely manner, which is already applied in the above time period. 4. the JUSTICE of the contract in the event of default are: the borrower Government's abandonment of the project agreement (as defined below) or its non-compliance with the conditions, if the refusal or failure of: (i) do not allow the borrower to Ensure or promote its material failure to meet their obligations to the Bank; or (ii) do not allow the Bank or a third-party guarantor use full security against income or other benefits derived from the project in the security agreement. Security should be limited to cases where the arbitral tribunal makes a final, binding and enforceable decisions for losses incurred in connection with such party's claim for damages in the case of abuse or abandonment, if: (a) the decision is adopted for a certain amount of money and is provided for the case where the borrower Government for breach of obligations under the Treaty or of the project renounced the project contract; (b) the party has made every reasonable action to apply all possible legal means against the borrower for the implementation of the decision of the Government of the 180 days of the decision. Precautionary demand to the Bank may submit a third-party guarantor in cases when that period has not yet expired 2 year elimination period referred to in article 2.03 of this warranty (ii). Such a precautionary request does not give the Bank the right to make a demand for payment under the guarantee, but mainly to avoid this assurances 1.0.1 (ii) of article. The remaining part of the period of elimination of the count is resumed after the end of the implementation period. The Bank shall inform the Guarantor of any precautionary requests lodged by a third-party Guarantor; (c) the borrower's refusal of the Government to implement the decision is arbitrary and/or discriminatory action. For this reason: (a) "Arbitration Tribunal" means any arbitration tribunal or group regardless of the place of establishment, which is independent of the Government and having the borrower under the terms of the contract for the project is entrusted to take a final, binding and enforceable decisions in relation to the claims in question, and where the decision may be enforced in the country of the borrower under the New York Convention on the recognition of arbitration decision and implementation; (b) the decision is considered to be "binding", if the parties have legal rights in relation to the matter on which they have been; (c) the decision is considered an "executable" unless the arbitral tribunal, which shall decide whether other competent institution is revoked or denied enforcement of the decision; (d) the decision of the arbitral tribunal is considered "final" when the time for appeals against decisions or for opposition has expired without the appeal of reasonable or opposition; (e) "project" means the project described in the Cotonou framework the project credit report; (f) "Project Agreement" means an arrangement, contract or commitment between the party concerned and the borrower Government directly associated with the project and that the Bank's reasonable opinion, is defined as an important project for the financial and technical viability of a provider and what explanation includes the contracts or commitments, as supply contracts, acquisitions, contracts, grant agreements, user agreements, concession contracts, operating license or pricing mechanisms; (g) "party" means a borrower or a parent company, or a subsidiary of the Borrower, which is located in the same country where the borrower. The party concerned or a third-party Guarantor has the obligation to make every reasonable effort to use all the means available to the enforcement of the decision in relation to the borrower's Government, or to make reasonable efforts to ensure that the party in question or a third-party guarantor who may use the following features to make it. Ensure the borrowers with each agreement provides the Bank with the right to determine the party concerned or a third-party guarantor actions or provide steps to enforce the arbitration decision as regards the infringement of the provisions of the Treaty or surrender them to perform. The Bank shall not be obliged to require either party to take measures after the Bank's rating is disproportionate to the potential benefits of the parties. The Bank may accept to reimburse the borrower to Ensure reasonable costs incurred for the execution of the decision procedure. The guarantor must pay the Bank all expenses which it has incurred in this way. 5. General exceptions, none of these acts or risks can not be claimed under guarantee obligations: • each Borrower country's Act, which provided for the borrower or section 4 of this annex, the parties are free, or who has agreed to the dominant reason is illegal and unjustified actions, carried out by the borrower or the party concerned; • any higher defined political risks, which are in effect on the date of signature of the Bank loan contract or security agreement, and that from that date causes the consequences set out in this annex. 4. the annex to the contract of guarantee between the Member States and the EIB, in DD/MM/yy for EIB lending from own resources under the financial protocols) the half-yearly information page period until [31/12/GG] [30/06/GG] under the Treaty of Guarantee in article 4.03 (all amounts in thousands of euros) Notes: 1) loans for which the column "estimated demand" is marked "Yes", are those for which the Member States are still outstanding in the previous request for the guarantee of the fulfilment of the amount for which the Bank intends to request the Warranty obligations for the next tranche. 2 the next semester, unless otherwise specified) the loan principal amount and interest payment expressed in euros. The amounts are indicative and without liability resulting indicated, since they may change currency exchange rate fluctuations and other factors, such as the future of payment, loan. A. activities of the previous loan signing date project borrower loan amount and paid the outstanding amount to a third-party guarantor activity public/private sector demand Expected Yes/No 1) the next payment 2) (B). the new loan Signing date for the activities of the project borrower loan amount and paid the outstanding amount to a third-party guarantor activity public/private sector demand Expected Yes/No 1) the next payment 2) total A + B annex 5 half-yearly newsletter page period until [31/12/GG] [30/06/GG] for reasonable restrictions Limit the net approvals% million. EUR million. EUR% of limit the actions that the borrower or the guarantor is the State, the highest percentage of Cotonou Cotonou Cotonou I mandate II Cotonou II 60% 80% 80% 1032 1624 2080 expected loss limit action, where the borrower or guarantor is a State loan pools Cotonou Cotonou Cotonou II I III 8% 8% 8% of the borrower or guarantor with a credit rating of investment level (C) existing debt as a percentage of the action with these countries portfolio (I) (II) Cotonou Cotonou Cotonou II 25% 25% 25% 258 406 520 commitments of each country What percentage of the total loan Cotonou Cotonou Cotonou II II I 20% 20% 20% 206 325 416
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