Law No. 35 of 25 February 1999 on the ratification of the loan agreement between Romania and the European Investment Bank and National Railway Society (S.N.C.F.R.) for the financing of the project for the modernization of railways, signed at Luxembourg and at Bucharest on 30 June 1998 the PARLIAMENT published in ISSUING the OFFICIAL GAZETTE nr. 82 of 26 February 1999, the Romanian Parliament adopts this law.
Article 1 shall ratify the loan agreement between Romania and the European Investment Bank and the National Railways Company (S.N.C.F.R.), amounting to ECU 200 million, equivalent to the funding of the project for the modernization of railways, signed at Luxembourg and at Bucharest on 30 June 1998.
Article 2 (1) authorizes the Government, through the Ministry of finance, jointly with the European Investment Bank, to introduce, the duration of any of the loan in relation to the concrete conditions of the loan agreement, the duration of any amendments to its content relating to realocari, changes in the structure of the loan categories and components, changes of time limits, and any other changes which are not likely to increase Romania's financial obligations towards the European Investment Bank or to determine new economic condiţionari from those initially agreed between the parties.
(2) the Government of Romania shall report periodically to the European Parliament about the amendments introduced in the context of the report on external public debt.
Article 3 rights and obligations of the National Society of Romanian Railways under the loan agreement whose ratification is subject to the present law will be transferred in their entirety by the National Railway Company "C.F.R."-S.A., established by Government decision No. 581/1998, as a result of the reorganization of the National Railway Company.
Article 4 (1) the funds required payback and payment of interest, fees and other costs of the loan will be from the State budget through the budget of the Ministry of transport.
(2) the contribution of the funds (consisting of the equivalent amount of the fees and taxes levied in the country-T.V.A., customs duties, as well as other local costs of the same nature, which cannot be external loan payments) to the completion of the rehabilitation of the railways sector Bucharest-Braşov, included in the project and co-financed by the European Investment Bank will ensure the Company's own National Railroad "C.F.R."-S.A.
This law was adopted by the Senate at its meeting on 28 December 1998, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
PRESIDENT of the SENATE, pp. CRISTIAN DUMITRESCU this law was adopted by the Chamber of deputies at its meeting of 2 February 1999, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
p. PRESIDENT Chamber of Deputies, ADRIAN NASTASE ACCORD of the EUROPEAN INVESTMENT BANK LOAN BE No. 1.7521 ROMANIA-PROJECT for the modernization of the RAILWAYS between Romania and the European Investment Bank and the Romanian National Railways (S.N.C.F.R.) *) Note *) version.
Luxembourg, 30 June 1998 Bucharest, June 30, 1998 this agreement is concluded between: Romania, represented by the Minister of finance, based in Bucharest, Apolodor Street nr. 17, sector 5, Romania, represented by Mr Mircea Carter, Secretary of State, called hereinafter the borrower, as the first part, the European Investment Bank, having its head office in BD. Konrad Adenauer nr. 100, Luxembourg-Kirchberg, Grand Duchy of Luxembourg, represented by Mr Konstantin j. Andreopoulos, deputy general counsel, and Mr. Walter Cernoia, director, called hereinafter the Bank as the second hand and the National Railway Company, headquartered in Bucharest, BD. Dinicu Golescu nr. 38, sector 1, Romania, represented by Mr. Saboun, Chairman, called the S.N.C.F.R., hereinafter referred to as the third party.
Considering that: 1. The European Community and the borrower have concluded an agreement establishing an association between the european community and its Member States, of the one part, and Romania, of the other part, hereinafter referred to as the European Association Agreement;
2. within the framework of the Association Agreement and in accordance with the Council decision No. 97/256/EC of 14 April 1997, the Governing Council authorized the Bank on 9 June 1997, the granting of loans for investment projects on the territory of Romania;
3. in accordance with the framework agreement, concluded between Romania and the European Investment Bank, which govern the activities of the European Investment Bank in Romania, signed by the Bank and the borrower on 4-5 June 1997, ratified by the borrower through the Government Ordinance. 33 of 25 august 1997 and approved by the borrower through law No. 189 of 17 November 1997, hereinafter referred to as the Framework Agreement, the Government has taken notice of the Borrower as financing under this loan agreement falls within the scope of the framework agreement;
4. The borrower shall propose the initiation of a project, the Project, to be carried out by S.N.C.F.R. and which consist of: (i) railway maintenance mechanization and the rehabilitation and upgrading of a section of 900 km of railway lines; () the introduction of an integrated information system for the rail sector (IRIS); and (iii) rehabilitation and upgrading of a section of 170 km between Bucharest and Brasov, as specified in more detail in the description of the technique presented in Annex A to this agreement, hereinafter called the description of technique;
5. the total cost of the project, as estimated by the Bank is ECU 439 million (ECU being defined in Annex B to this Agreement), including incidentals and interest during construction, but excluding taxes and duties;
6. the project cost to be financed as follows: ECU Loan equivalent B.I.R.D. 105 grants EU-PHARE Contribution 32 102 State Loan Bank 200 TOTAL: 439 7. to complete the financing, the borrower has applied for a Bank loan in the amount equivalent to ECU 200 million, as stated in paragraph 6 of the preamble;
8. whereas a portion of the credit made available under this agreement may be used for the purposes of the ECU, the aims of this agreement, the term currency includes ECU. The European Council decided, at the high-level Meeting in Madrid on 15 and 16 December 1995, the change of the European monetary unit from the ECU to the euro, valid from the beginning of the third stage of the realisation of economic and Monetary Union, and Council Regulation (EC) No. 1.103/97 of 17 June 1997 has implemented certain aspects relating to the introduction of the euro. Subsequent changes can become necessary as a result of the commencement of the third stage. This is reflected in Annex B;
9. under art. 3 of the framework agreement, the borrower was hired as the "interest and all other payments due to the Bank and which arise as a result of the activities envisaged in this agreement, as well as the Bank's assets and income, related to such activities, shall be exempt from taxes. None of the Bank's activities, carried out on the territory of Romania, contemplated by this agreement, will not be subject to, by itself, the Bank or its assets taxation ";
10. in accordance with article 5. 4 of the framework agreement, the borrower has undertaken that, "throughout the period of any financial operations concluded in accordance with article 5. 2 of this agreement, Romania: a) will ensure that: (i) that they can change in any convertible currency at the prevailing exchange rate, the amounts in national currency of Romania, necessary for the timely payment of all amounts due to the Bank for loans and guarantees relating to any project; () and that these amounts be freely transferable, immediately and effectively;
b) will ensure that: (i) the Bank should be able to change any convertible currency at the prevailing exchange rate, the amounts in national currency of Romania, received by the Bank by way of payments on some loans and guarantees or any other activities, and that the Bank should be able to transfer freely, immediately and effectively the amounts so exchanged; or, if the Bank will opt so, () as it may dispose freely of such amounts in Romania ";
11. The Bank, being convinced that this operation is included in its sphere of activity and is consistent with the purposes of the framework agreement and, taking account of the above matters, decided to give the borrower's request, giving him, in this loan agreement, hereinafter referred to as the agreement, a credit in the amount equivalent to the 200 million ECUS (two hundred million);
12. The borrower and financial S.N.C.F.R. have concluded agreements with the EU, B.E.R.D. and B.I.R.D. for "Romania-Project for the modernization of the railways", including for investments for rehabilitation and support for a set of political measures contained in the new law on railways, the action plan for restructuring, as well as in the contract of perfomance between S.N.C.F.R. and the Government of Romania;
13. Mr. Mircea Carter, Secretary of State, is legally authorized, in accordance with the conditions laid down in the annex. I, to sign this agreement on behalf of the borrower, and Mr. Saboun, Chairman, is legally authorized, in accordance with the conditions laid down in the annex. , To sign this agreement on behalf of the S.N.C.F.R.;
14. references in this agreement to the articles, preamble, paragraph, subparagraph, paragraphs and annexes represent references made the articles, preamble, paragraph, subparagraph, paragraphs and annexes of this agreement, as agreed, by this agreement, as follows: Article 1 1.01 Drawdown. Amount of credit Through this agreement the Bank grant the borrower, and the Borrower accepts a loan, the credit in the amount equivalent to the 200,000,000 ECUS (two hundred million), to be used exclusively to finance part of the costs of the project.
ECU is as defined in Annex B to this agreement and shall be treated, for the purposes of this agreement, as a currency.
1.02. The firing procedure. Where there Bank will provides otherwise, credit will be made available S.N.C.F.R., on behalf of the borrower, for shooting in trances, hereinafter trances or individually, a trance. Each event will have a value equivalent to the ECU at least 2,000,000 (two million ECUs). The number transelor will not exceed 25.
B. Pulling each installments shall be made on the basis of a written request (request) from S.N.C.F.R., on behalf of the borrower, according to conditions set out in paragraph 1.04. Each application will: (a) the specific amount requested) for shooting under their possessed trances;
b) will specify the currency in which it is sought to be drawn as a trance the currency referred to in § 1.03;
c) will specify the date on which you prefer to be dragging, înţelegandu that the Bank may issue installment no later than 4 (four) calendar months from the date of the application;
d) will specify the applicable interest rate, if any, as indicated by the Bank; and e) will be accompanied by the relevant documentation required under sub-paragraphs 1.04 B, C and D, where applicable.
No application will be made no later than June 10, 2003. Subject to the provisions of sub-paragraph (D), each application 1.02 is irrevocable.
C. 15 (fifteen) and 10 (ten) days before the date of the withdrawal, the Bank will each installments shall submit the borrower and S.N.C.F.R., where the request is in accordance with sub-paragraph 1.02 B and to the extent that the justification provided in the conditions of sub-paragraph 1.02 B lit. e) is acceptable, a further notice, notice of the firing, which will: (a) the amount and confirm) the currency their possessed trances as specified in the request;
b) interest rate applicable will specify their possessed trances according to paragraph 3.01; and c) will specify the date order of their possessed trances.
D. In the event that one or more factors specified in the notice of the shooting are not in accordance with the corresponding item of the application, the borrower, within a period of 3 (three) days in which the Bank is open for trades in Luxembourg, hereinafter referred to as working days of receipt of the notification of the subsequent shooting, may revoke the application via a notification to the Bank and, as a result, the application and the notice of the firing will not be more prosecution. If the borrower does not exercise this right, shall be considered as accepted the opinion of shooting in all its terms.
E. each shot will be performed in the borrower's account or accounts or S.N.C.F.R., as S.N.C.F.R., on behalf of the borrower, will notify the Bank by no later than 15 (fifteen) days before the date of the withdrawal. Only 1 (one) account can be nominated for each currency.
1.03. dragging Currencies subject to availability, existence, the Bank will make each installment in foreign currency for which the borrower expressed preference. Currencies of the ECU will be shooting a currency of one of the Member States of the Bank or any other foreign currency sold widely on the main foreign exchange markets.
For the calculation of the amounts to be drawn into another currency than ECU Bank will apply the average exchange rate that prevails in the Forex market in Brussels, and failing that, to another market, reasonably chosen by the Bank at once included in the period of 15 (fifteen) days before the date of the withdrawal, as will be decided by the Bank.
1.04. Conditions of shooting a. Pulling the first installments in accordance with paragraph 1.02, will be conditional on fulfillment, to the satisfaction of the Bank, the following conditions are met, namely that before the date of the first application: a) the Bank will be given a legal opinion, substantially in the form set out in the annex. III to this agreement or in any other form acceptable to the Bank;
b) Bank will be given a legal opinion issued by the legal adviser of the S.N.C.F.R., substantially in the form set out in the annex. IV to this agreement;
c) all approvals necessary for the control of the Exchange will have been obtained to permit the Borrower to receive drawings in terms of this agreement, to repay the loan and pay interest and all other amounts due under this agreement; these approvals are expanding and opening and maintaining accounts of the borrower and the Bank S.N.C.F.R. its request to make the loan amounts;
d) grant agreement EU-PHARE and the loan agreement with the funding B.I.R.D. partial concerned, referred to in point 6 of the preamble to this agreement, will be in force;
e) Bank will be received documents attesting that: (i) a project management unit, adequate staffing, framed has been constituted properly and acceptable to the Bank; and (them) were engaged in advisory services terms and conditions acceptable to the Bank, in accordance with paragraph 6.11;
f) Bank supporting documents will be received stating that the borrower has authorized and empowered, legally, S.N.C.F.R. to apply for drawdown and receive monies in accordance with this agreement on behalf of the borrower and for it.
If a request for pulling the first installments is made prior to the receipt by the Bank has satisfactory proof for it, demonstrating that these conditions have been met, the application will be deemed to have been received by the Bank at the date when the conditions have been met.
B. Each subsequent drawing will be conditional upon the receipt by the Bank prior to the date of the application in question, by documentary evidence satisfactory to it that demonstrate that S.N.C.F.R. has spent on behalf of the project components financed partially by the Bank, as shown in the description of the technique, an amount at least equal to the total (excluding taxes and import duty) all amounts previously issued by the Bank with the exception of the last drawdown, amounting to ECU 2 million.
In addition, each shot will be made provided that the Bank should be satisfied that they have been allocated, or continue to be made available by the S.N.C.F.R. Borrowed for the project sufficient funds from the State budget and from other financial sources, so as to ensure the achievement and completion of the project, in accordance with the timetable set out in the description of the technique.
C. in addition to the conditions set out in sub-paragraph B above 1.04, the last drawing will be done with the additional condition that all amounts previously drawn have been spent on the project, as set out in that article, or that the borrower to be presented, through the S.N.C.F.R., satisfactory documents demonstrating that these sums will be spent within 60 (sixty) days from the date on which the drawing was required.
D. Any shooting that funds and prepaid expenses will be followed within 90 (ninety) days, for the transmission of documents to the satisfaction of the Bank, demonstrating that all of the amounts in question, fire or punish as necessary, have been properly spent on the project.
E. for the calculation of the equivalent in ecus of the amounts spent on the Bank will apply the exchange rate in force on the 30th day before the date of application.
F. If any part of the best provided by the borrower, by S.N.C.F.R., is not satisfactory for the Bank, the Bank may act either in accordance with the provisions of the last paragraph of sub-paragraph 1.04 or may issue in proportion less than the amount requested.
1.05. Cancellation of the loan if the project cost will be lower than the figure estimated in paragraph 5 of the preamble, the Bank may, by notification addressed to the borrower and S.N.C.F.R., to cancel the portion of the loan corresponds to the difference.
The borrower may at any time, by notification addressed to the Bank, to cancel in whole or in part, any amount of the credit from netrasa, provided that, if the borrower cancels any trance which was the subject of an opinion and which has not been cancelled in accordance with sub-paragraph 1.02 D, will pay a fee calculated on the amount cancelled to a fixed rate equal to one-half of the interest rate applicable to that trances.
The Bank may at any time after august 10, 2003, by means of a notification addressed to the borrower, or terminate any part of the credit for which was made no claim.
1.06. cancellation and suspension of credit the Bank may, by notification addressed to the borrower, or terminate, in whole or in part, the netrasa from credit at any time and with immediate effect: a) the occurrence of any event referred to in paragraph 10.01, sub-paragraphs A or B; or b) where exceptional situations will occur that will adversely affect the Bank's access to capital markets, national or international.
As an alternative, if a situation from among those described in (b)) or b) has occurred and, in the opinion of the Bank, has temporary in nature, it may suspend, in whole or in part by means of a notification addressed to the borrower, the credit from netrasa. In such a case, the suspension will continue until the Bank will notify the borrower that the Bank is back as far as to issue an opinion concerning the shooting that part of the credit. The suspension will not involve any extension of the date of cancellation under paragraph 1.
Though the Bank will not be entitled to cancel or suspend, by virtue of the reasons set out in subparagraph (a). (b)), any installment which was the subject of an opinion.
Part netrasa from credit will be considered cancelled if Bank repayment beforehand in accordance with art. 10. Where credit is cancelled by the Bank in accordance with subparagraph (a). the Borrower will pay), a Commission for any cancelled trances netrase which was the subject of an opinion, to an annual rate of 0.75% (zero comma seventy-five per cent), calculated from the date of the respective application for drawing until the date of cancellation.
Such fee shall pay in addition to any fee payable under paragraph 1.
1.07. The currency fees Fees payable by the borrower to the Bank in accordance with art. 1 will be calculated and paid in ECUs.
2.01 Article 2 Loan. The amount of the loan, the loan will cover the total of the amounts in currencies made available by the Bank, as notified by the Bank in accordance with § 2.04.
2.02. The currency of repayment under article Each repayment 4 or, where appropriate, article 3. 10 will be effected in the currencies of the drawings were made and in the proportions in which they are included in the balance of the loan.
2.03. interest Currency and other obligations Interest payment and other obligations of payment due under art. 3, 4 and 10 shall be calculated and paid proportionately in each currency in which the loan is repaid.
Any other payment will be made in the currency specified by the Bank, taking into account the currency in which the expenses were made to be reimbursed through the payment.
2.04. the Bank Notices After pulling each of the installments, the Bank will provide the borrower and S.N.C.F.R. a rezumativa containing the sum indicated in the produce in foreign opinion, withdrawal date, interest rate and repayment schedule of the trances and for this.
3.01 Article 3 Interest. Interest rate Balance nerambursat any installments will be spokesman for interest at the rate specified in the notice of the shooting will be the interest rate applicable at the date of issue of the shooting for loans denominated in foreign currency and relevance of the Bank borrowers in repayment terms and interest payment similar to trance.
Interest will be paid semi-annually on the dates specified in paragraph 5.03.
3.02. Interest on overdue amounts without this to be considered a violation of the provisions of article 7. 10 and, as an exception to the provisions of paragraph 3.01, for any amount of arrears, to pay under the terms of this agreement, there shall be added interest from the due date until the date of actual payment, at an annual rate equal to: a) for an amount due, in any currency, in any event, at a rate equal to the sum of: (i) 2.5% and () the rate applicable for that parts under paragraph 3.01; or (b)) for any other amount, at a rate equal to the sum of: (i) 2.5% and the interest rate () levied by the Bank at maturity date on loans granted in the respective currency for a period of 20 years.
This interest is payable in the same currency as the amount of arrears that are aggregated.
4.01 Article 4 Reimbursement. Repayment of the loan the borrower shall reimburse the normal according to the amortization schedule set out in annex c. 4.02. Repayment of the advance volunteer. The borrower can repay in advance, in full or in part, a tranche, based on a communication by further notice, reimburse, stating the amount, still expected refund amount to be refunded, and the proposed date for the repayment of the advance, called still expected refund date which will be specified once in paragraph 5.03 further, each called the date of payment.
Reimburse notification will be sent to the Bank at least 1 (one) month before the date of the reimbursement. Mileage reimbursement will be subject to payment by the borrower of the compensation, if any, payable by the Bank in accordance with the provisions of sub-paragraphs B-d.
B. the amount due for compensatiei trance refunded in advance will be the sum of the difference of the interest outstanding Bank for each semester completed at subsequent dates for payment of anticipated refund, calculated as specified in this subparagraph, and adjusted in accordance with sub-paragraph (C) the amount of the difference shall be calculated as the amount by which: x) interest that would have been payable during that semester for that portion of the installment payable in advance the interest exceeds y) would have been so payable During this semester, if it had been calculated at the rate of reference; for this purpose, the reference rate means the annual interest rate [reduced by 15 (fifteen) hundredths of percentage] that a Bank shall, from the date of the first day of the month prior to the date of repayment in advance, as the standard rate for a loan granted by the Bank, Forex having the same characteristics as the financial trance and, in particular, for the same interest payment periodicity the same period remaining until maturity and the same type of repayment.
C. Each amount calculated in this way will be adjusted to the date of repayment in advance, by applying a discount rate equal to the rate determined in accordance with subparagraph (a). Sub-paragraph B of y) of this subparagraph.
D. the Bank shall notify the borrower the sum owed under provisions of compensatiei sub-paragraphs B and C, or, as the case may be, the lack of compensatiei. If until 5.00 p.m. Luxembourg time, on the date of such communication, the borrower does not confirm in writing its intention to pay in advance under the conditions reported by the Bank, the notification will be reimburse without effect.
Except as previously mentioned, the borrower will be required to make payment in accordance with the notification to reimburse, together with compound interest over the amount of the reimbursement, as well as with any other sum due under this subparagraph.
4.03. Reimbursement of the advance required. If the borrower shall repay in advance, on a voluntary basis, in whole or in part, any other loan initially for a period of more than 5 (five) years, the Bank may request reimbursement of the advance of part of the amount of the loan nerambursat, accordingly, the amounts reimbursed to the non-refundable amounts in advance the total amount of all those other loans.
The Bank will request the borrower's address, if any, within 4 (four) weeks of receipt of the notification in question under sub-paragraph 8.02). Any amount required to be paid by the Bank, together with compound interest at the date specified by the Bank, the date will not precede the date of the reimbursement of the loan early.
Repayment of advance a loan through a new loan with repayment term at least as large as the term of the loan repaid in advance not expired will not be deemed to reimburse.
B. If the total cost of the project will be significantly below the figure indicated in the preamble, the Bank may demand reimbursement of the loan beforehand, in proportion to the difference.
4.04. General provisions relating to the reimbursement of the advance; 4 Mileage Reimbursement will be carried out in all the currencies of the loan in proportion to the respective amounts outstanding, unless the borrower can choose, instead of the anticipated refund in accordance with paragraph 4.02, repayment of the entire amount drawn and outstanding in a single currency from any trance. In case of early reimbursement of partial all currencies, each amount payable in advance will be applied through a pro rata reduction of each outstanding rates of depreciation.
Provisions of art. 4 shall apply without prejudice to the provisions of art. 10. Article 5 5.01 Payments. The place of payment of Each amount payable by the borrower under the terms of this agreement will be paid into that account, the borrower by the Bank. The Bank will indicate in writing the account, at least 15 (fifteen) days prior to the due date, set for the first payment made by the borrower, and will notify in writing any changes to the account with no less than 15 (fifteen) days before the date of the first payment referred to in the amendment.
This period of notice shall not apply in the case of payments in accordance with art. 10.5.02. Calculation of payments relating to a fraction of a year, Any amount due as interest, Commission or otherwise by the borrower under the terms of this agreement and computed for any fraction of a year shall be calculated on the basis of a year of 360 (three hundred and sixty) days and a month of 30 (thirty) days.
5.03. Dates for payment amounts due on a semi-annual basis in accordance with the provisions of this agreement, the Bank shall be payable on 10 June and 10 December of each year. Other amounts owed under this agreement, shall be payable within 7 working days of receipt by the borrower demand issued by the Bank.
An amount owed by the borrower shall be paid at the time it is received by the Bank.
Article 6 special Engagements
6.01. The use of the loan and other funds S.N.C.F.R., on behalf of the borrower, will use the loan amounts and other funds set out in the financing plan as described in paragraph 6 of the preamble, exclusively for the execution of the project.
6.02. S.N.C.F.R. Project is committed to accomplish the project in accordance with the description of the technique and to complete it by the date specified therein.
6.03. Cost increase of the project if the project cost exceeds the estimated turnover given in paragraph 5 of the preamble, the borrower will get funding to cover the cost overrun without resorting to Bank, so as to allow S.N.C.F.R. to finalize the Draft in accordance with the description of the technique.
The borrower plans to finance the extra costs will be communicated to the Bank without delay.
the days from 6th. The tendering procedure S.N.C.F.R. is committed to purchase goods and services and to submit papers for the project, in an appropriate manner and satisfactory to the Bank, through the international auction open to representatives from all countries.
6.05. Insurance as long as the loan is nerambursat, S.N.C.F.R. will provide, as appropriate, all the work and the properties covered by the project, in accordance with normal practice for similar works in the public interest.
6.06. Maintenance as long as the loan is nerambursat, the borrower and S.N.C.F.R. shall ensure that all the properties that are part of the project will be maintained, repaired, will undergo repair and will be updated, as required, to be kept in good working order.
6.07. Operation of the project as long as the loan is nerambursat, the borrower, if the Bank will not be otherwise agreed in writing, shall retain title to and ownership of the assets forming part of or, where appropriate, will replace and will renew these assets, and S.N.C.F.R., on behalf of the borrower, will keep the project permanently, in accordance with the purpose (s).
The Bank may not give their consent only if the proposed action would be detrimental to the interests of the Bank as lender against the borrower or the project would do become ineligible for funding from the Bank.
Allocation of budgetary resources 6.08. The borrower undertakes to allocate sufficient funds for annual S.N.C.F.R. from the State budget, to ensure: (i) the maintenance of the national rail network;
(ii) contribution to the State's financing of the project; and (iii) the completion of the project in accordance with the description of the technique.
6.09. Annual Audit Borrower and S.N.C.F.R. undertake to hold accounts, budget and financial statements of S.N.C.F.R., audited annually in accordance with international accounting standards (S.C.I.).
6.10. Borrower's financial Commitments ensure that S.N.C.F.R. will promote a tariff policy adequate, in order to strengthen the capability and to cover its operating costs.
In addition, S.N.C.F.R. is committed to agree to restructuring the company and financial objectives set in order to accomplish this restructuring and with the objectives that are set out in "Romania-Project of rehabilitation of the railways", referred to in point 12 of the preamble.
6.11. Advisory Services and expertise of the special S.N.C.F.R. is committed to use international consultants whose qualifications, experience and terms of reference will be satisfacatori for the Bank, for designing and supervising work in accordance with the description of the technique. Consultants: (i) will check the viability of the technique proposed rehabilitation works;
(ii) provide appropriate quality; and (iii) shall oversee implementation and achieve them, according to the schedule of implementation.
S.N.C.F.R. is committed to use the specialized advice which is acceptable to the Bank for allowing S.N.C.F.R. to resolve the difficulties encountered during the Geotechnical work on rail lines contemplated under the project.
7.01 Article 7 Warranty. Warranty If the borrower will pay a third party guarantee for the performance of any of its obligations concerning the external debt or any kind of preference or priority relating thereto, it shall inform the Bank about this and whether the Bank will ask the borrower to provide its guarantee, equivalent to its obligations under this agreement or a preference will be given to the Bank or an equivalent priority. The borrower confirms that at present there is no such guarantee, preference or priority.
Article 8 8.01 information and visits. Information on Project a: S.N.C.F.) will be transmitted to the Bank, in English or in English translation, approved by international consultants referred to paragraph 6.11: (i) not later than 31 March 1999 and thereafter at the end of each quarter, until the completion of the project, a report on its implementation;
(ii) to 6 (six) months of the completion of the project, a report on its conclusion; and (iii) periodically, any other document or information relating to financing, implementation and operation of the project, as the Bank may reasonably request;
(b) subject to the approval of the Bank) shall, without delay, of any change in the nature of material in general plans, financing plan, graph execution or spending programme of the project, in relation to the matters disclosed to the Bank before signing this agreement;
c) will inform the Bank about any general fact or event known to the borrower and S.N.C.F.R., which can be detrimental or substantially affect the conditions of execution of material or Project officers.
8.02. Information on Borrower Borrower must immediately inform the Bank of any: (a)) decision taken by him for any reason, any situation that compels him or of any request that has been made to repay any loan originally anticipated for a period longer than 5 (five) years;
b) about any intention to provide to a third party any guarantees referred to in paragraph 7.01; or c) generally about any situation or event that could hinder the performance of any obligations of Borrower arising out of this agreement.
8.03. S.N.C.F.R. information S.N.C.F.R.: a) will provide the Bank, each year, within one month from the publication of their annual report, balance sheet, profit and loss account of the S.N.C.F.R. and the auditor's report carried out in accordance with international accounting standards; and, b) will inform the Bank: (i) immediately of any change to its basic documents and with any change in legal status and in its powers; or (ii) in general, any situation or event that could hinder the performance of any obligations of the S.N.C.F.R. provided for under this agreement.
8.04. Borrower Visits and S.N.C.F.R. will allow persons appointed by the Bank, which may be accompanied by representatives of the Chamber of Auditors of the European Community, to visit the premises, installations and works that are included in the project and to make those checks that they want and they will grant or will ensure that shall be granted all the necessary assistance to this end.
Charges and expenses article 9 9.01. Taxes, charges and fees the borrower will pay all taxes, fees, charges and other charges of every kind, including stamp duty and registration fees, incurred in connection with the signing of this agreement or the implementation of any document or linked to this site and related to the granting of any collateral for the loan.
The borrower will pay in full the capital, interest, fees and other amounts payable under this agreement, gross domestic product, without any deduction of any national or local charges of any kind, provided that, if the borrower is required by law to make such deduction, it will increase the amount of payment to the Bank so that, after deductions, the amount the Bank received the neta to be equivalent to the amount due.
9.02. Transaction charges the borrower will incur any costs, professional banking, transfer or Exchange, incurred as a result of signing this agreement or of the implementation or any documents linked to it and any collateral for the loan.
Article 10 refund of advance due to a case of misconduct on 10.01. The right to seek repayment of the loan the borrower will repay the advance or any part thereof immediately, on application made in respect of: a. the Bank immediately: a) if any information or document that is submitted to the Bank by or on behalf of the borrower or S.N.C.F.R., in connection with the negotiation of this agreement, or in the time it is in effect proves to have been incorrect in any material respect to nature at the time when they were made;
(b) if the borrower has not repaid) from the due date of any part of the loan, the interest from it or does not carry out any payment to the Bank, as set out in this agreement;
c) If, as a result of any fault in connection with this, the borrower is required to repay in advance a loan initially for a term of more than 5 (five) years;
d) If an event occurs or a situation that is likely to jeopardize the fulfilment of the payment obligations arising from the loan or to adversely affect any warranty given for it;
e) if Borrower does not fulfil any obligation arising out of any loan that was granted to the Bank or of the European Community;
f) if any obligation assumed by the Borrower, to which reference is made in paragraph 9 or 10 of the preamble, ceases to be fulfilled with respect to any loan to any Loan from the Bank's resources from Romania or of the European Community; or g) if the borrower's or S.N.C.F.R. 's right to use the loan amounts will have been B.I.R.D. suspended, revoked or cancelled in whole or in part, in accordance with their provisions, or whether the loan will be refundable B.I.R.D. became;
B. on expiry of a reasonable period of time specified by the Bank in a communication to the Borrower without the problem to be resolved to the satisfaction of the Bank: a) if Borrower or S.N.C.F.R. does not meet the obligations resulting from this agreement, other than those referred to in sub-paragraph 2(a)(i) of 10.01. b); or b) if any fact essential as set out in the preamble changed substantially or turns out to be wrong, and if the error changes or be prejudicial to the interests of the Bank as lender of the borrower, either adversely affect the implementation or operation of the project.
October 2. Other legal rights Paragraph 10.01 will not limit any other legal right of the Bank to require repayment of the loan.
15. Damages in the case of the request in accordance with paragraph 10.01, the borrower will pay the Bank an amount calculated from the date on which the request was made, whichever is greater: the total calculated as prescribed) sub-paragraphs 4.02 B and C on the amount became due and payable, maturity, and with effect from the date of payment specified in the notification of the Bank concerning the request; and (b) an amount calculated by reference to) an annual rate of 0.25% (zero comma twenty-five percent) of the request until the date on which each repayment rate of the sum requested should have been returned in the absence of the request.
10.04. Nederogare no failure or delay on the part of the Bank, in the performance of any of its rights under this article 10, shall not be deemed as a waiver of such a right.
10.05. Using sums received amounts received as a result of an application brought pursuant to this article 10 will be used primarily to pay damages, fees and interest, in that order, and, secondly, to reduce outstanding rates in inverse order of maturity.
Law and jurisdiction article 11 11.01. The law and this agreement, the interpretation and validity shall be governed by French law.
The place of conclusion of this agreement is the headquarters of the Bank.
11.02. Jurisdiction of All disputes relating to this agreement will be submitted to the Court of Justice of the European communities.
The parties to this Agreement hereby waive, any immunity or right to object against the jurisdiction of that Court.
A decision of the Court, issued under this paragraph shall be final 11.02, and binding upon the parties without restriction or reserve.
11.03. proof of the amounts due In any legal action arising out of this agreement, certification by the Bank for any amount owed to its appropriate to this agreement will constitute prima facie proof of such payment.
Article 12 final clauses 12.01. Notifications Notifications and other communications transmitted in connection with this agreement by one party to the other party will be sent to the addresses listed below or to any other address of which shall have been notified in advance of the first party, in writing, that a new address for this purpose, with the exception of notifications by the Borrower in connection with litigation in progress or the shutter that will be sent to the addresses specified in item 2) below: for the Bank: 100 Boulevard Konrad Adenauer L-2950 Luxembourg-Kirchberg;
For Lent: 1) Doris str. nr. 17, sector 5, RO-70060 Bucarest Romania;
Romania Mission 2) European Community 107, rue Gabrielle 1180 Brussels B-;
For S.N.C.F.R.: 1) Bd Dinicu Golescu nr. 38, sector 1, RO-77113 Bucharest Romania;
Romania Mission 2) European Community 107, rue Gabrielle 1180 Brussels B-.
12.02. Form of notification of Notifications and other communications for which are set out in this agreement fixed periods or securing themselves binding period for the recipient will be given personally, by registered mail, telegram, telex or other means of transmission, which make it possible to proof of receipt by the addressee. Date of registration or date of receipt of the document transmitted to the declared will be conclusive for determining a period.
December 3rd. Preamble the preamble and annexes and the following annexes form an integral part of this agreement:-Annex A Annex B technical description-ECU-Definition Annex C amortization Chart the following documents are attached to this agreement:-Annex I Empowering signing for lent annex II the judgment of the Board of Directors and the authorization signature for S.N.C.F.R.
-Annex III Model legal opinion (on loan)-annex IV Model legal opinion (S.N.C.F.R.).
As a result, the parties have agreed that the present this agreement to be signed in four original copies in English.
This loan agreement was initialled in the borrower's name from Mrs. Saadat, Deputy director general in the Ministry of finance, on behalf of Mr. Eric Gallstad, Adviser, and on behalf of S.N.C.F.R. Mr. Vasile Olievschi, Deputy Chairman.
Signed for and on behalf of Romania, Mircea Carter Signed for and on behalf of the European Investment Bank, K.J. Andreopoulos w. Cernoia Signed for and on behalf of the national society of Romanian Railways Saboun Luxembourg, 30 June 1998.
Bucharest, June 30, 1998.
Appendix A-PROJECT for the modernization of RAILWAY TECHNICAL definition of the project DESCRIPTION the project will rehabilitate approximately 900 km railway has suffered damage because of a lack of maintenance over a period of several years and the lack of financial resources.
The project will also upgrade the railway line on the section between Bucharest and Brasov, which is a national rail line between the capital and the importance of Romania's main industrial centres in the North of the country. This double railway line belongs to pan-European rail corridor No. 4. The project includes the following components: 1. The rehabilitation of 900 km of railways and creating an integrated information system for railway maintenance Mechanization * railway sleepers and renewal and modernization of tracks, switches and prises on 14 main sections, totaling 900 km railway network from Romania.
* Create an integrated information system for rail (IRIS) and modernizing communications.
2. Modernization of the railway line Bucharest-Braşov (170 km) the estimated Quantities of earth-moving Works (installations, broadening the ballast bags correction, rectification and correction curves levels) 50 km Reinforcing pillars and excavation retaining walls (13 km) of rivers protection Works (walls, gabions, stone walls and drainage works) 10 km rehabilitation and replacement of 11 400 m bridges rehabilitation and replacement of culverts 21 tubular 230 m Improving water leakage and repair of 4 tunnels 1,200 m rail replacement Works of 65 km railway Track new UIC UIC 60 60 55 km Turnouts and UIC 49 106 units of interlocking Installations electrodynamics 6 system of automatic line block 270 km Signs transitions at railway/road level 8 Semibariere level crossing for railway level crossings/9 crossings Road Rehabilitation and upgrading of telecommunication equipment 21 telecommunications Cable stations 50 km for catenary power supply 350 km (substations, bucking and subsecţionare stations) 14 units of 400 km protection Works building for equipment power supply 15 units working platforms 20,000 m2 together with the completion of work on the modernization of the Bucharest-Brasov section maximum speed will be 160 km/h for passenger trains, respectively, 120 km/h for freight trains.
The estimated date for the completion of work on the whole project is June 2003 and Bank financing will be available for the modernization of the Bucharest-Braşov line.
Annex B is equal to ECU ECU ECU which is used as a unit of account of the European Community and which is currently composed of certain amounts of the currencies of the 12 Member States of the European Community listed below.
Under Council Regulation (Eu) No. 3.320/94 of 22 December 1994, the composition of the ECU basket is as follows:-0.6242 German mark-Sterling: 0.08784-French franc: 1.332-151.8 Italian lira:-0.2198 Dutch guilder:
-belgian franc Luxembourg franc: 3.301-: 0.130-Danish Crown: 0.1976-0.008552 Irish pound:-Greek Drachma: 1.440-6.885 Spanish peseta Portuguese escudo:-: 1.393 Changes concerning ECU can be made by the European Community, in which case references to the ECU will be read properly (see information).
If the Bank considers that the ECU (see payment in euro and information, defined below) has ceased to be used as a unit of account of the European Community and that the only currency of the European Union, the Bank shall notify the borrower so. From the date of such notification the ECU will be replaced by currencies from which it is composed-or their equivalent value in one or more of these currencies-as from the date of the most recent uses of it as a unit of account of the European Community.
Payment in euro as from the date of replacement ECU euro with all payments payable in ECUs in accordance with this Agreement shall be made in euro at the rate of one euro for one ECU. ECU replacement with the euro will not result in the payment in the component currencies referred to in the preceding paragraph.
Information in article 109 G of the Treaty ", was introduced by the Treaty on European Union States that the structure of the ECU basket shall not be changed. At the beginning of the third stage of economic and Monetary Union of the European value of the ECU against the currencies of Member States participating in the third stage will be irrevocably fixed and the ECU will become a currency in its own right.
The Council of Europe decided at a high-level Meeting in Madrid in December 1995 that the name of this new currency will be the euro. In consequence, the references to ECU shall be applied to the euro currency. In the case of contracts denominated by reference to the official ECU basket of the European Community, in accordance with the Treaty, as has been confirmed by the European Council at the high-level Meeting in Madrid in December 1995, replacing the ECU euro shall be made at the rate of 1 to 1.
Annex C-PROJECT for the modernization of RAILWAYS AMORTIZATION CHART No. crt.
Due date rate amount repaid as a percentage of the loan, as defined in article 2. 2.01
10 December 2003 3.33% 2.
10 June 2004 3.33% 3.
10 December 2004 3.33% 4.
10 June 2005 3.33% 5.
10 December 2005 3.33% 6.
10 June 2006 3.33% 7.
10 December 2006 3.33% 8.
June 10, 2007 3.33% 9.
10 December 2007 10.3.33%
10 June 2008 3.33% 11.
10 Dec 2008 12 3.33%
June 10, 2009 13.3.33%
December 10th, 2009 14 3.33%
June 10, 2010 3.33% 15.
10 Dec 2010 3.33% 16.
June 10, 2011 3.33% 17.
December 10, 2011 18 3.33%.
10 June 2012 3.33% 19.
10 December 2012 3.33% 20.
10 June 2013 3.33% 21.
10 December 2013 3.33% 22.
10 June 2014 3.33% 23.
10 December 2014 3.33% 24.
10 June 2015 3.33% 25.
10 December 2015 3.33% 26.
10 June 2016 3.33% 27.
10 December 2016 3.33% 28.
10 June 2017 3.33% 29.
10 December 2017 3.33% 30.
10 June 2018 3.43% Annex 1 the AUTHORIZATION SIGNATURE for LENT ROMANIA MINISTRY of FOREIGN AFFAIRS hereby certifies that the Romanian President granted full powers Lord Maharana, State Secretary in the Finance Ministry to sign the loan agreement between Romania, the European Investment Bank and the Romanian National Railways (S.N.C.F.R.) concerning the project for the modernization of the railways.
Minister of Foreign Affairs Andrei Plesu in Bucharest, June 29, 1998.
Annex 2 the AUTHORIZATION SIGNATURE for S.N.C.F.R. NATIONAL railway SOCIETY (S.N.C.F.R.)
POWER of ATTORNEY for SIGNING following the decision No. 10 of 29 June 1998 of the Administrative Board of the national society of Romanian Railways (appended), Mr. Saboun, President of S.N.C.F.R., is empowered to sign on behalf of S.N.C.F.R. loan agreement between Romania, through the Ministry of finance, the European Investment Bank and the Romanian National Railways concerning the project for the modernization of the railways (ECU 200 million).
Saboun S.N.C.F.R., legal adviser of President S.N.C.F.R., Shihad, Deputy director general of the legal Direction S.N.C.F.R. NATIONAL railway SOCIETY (S.N.C.F.R.)
Board of Directors JUDGMENT No. 10 of 29 June 1998, the Board of Directors of the national railways Company (S.N.C.F.R.), legally constituted, at the meeting of 29 June 1998, analysing the documents submitted on the basis of the governmental decision nr. 235/1991, as amended by Government decision No. 570/1991, and Minister of transport Order nr. 129/1998 on the appointment of the Board of Directors, pursuant to article 4. 2 (37) of the rules of organization and functioning of the Board of Directors shall Decide on:-the signing of the agreement on behalf of loan S.N.C.F.R. of Romania, by the Ministry of finance, the European Investment Bank and the National Railways Company (S.N.C.F.R.) to the project for the modernization of the railways (ECU 200 million);
-empowerment of Mr. Saboun, President of the national society of Romanian Railways, for the loan agreement on behalf of the President of the S.N.C.F.R. Board of Directors, Saboun Annex 3 Model legal opinion (on loan) European Investment Bank 100, Bd Konrad Adenauer L-2950 Luxembourg-Kirchberg to the attention of the legal Directorate and. .. 1998 REF.: loan agreement "Romania-Project for the modernization of the railways" Dear Sirs, I give this legal notice in accordance with the provisions of sub-paragraph a) 1.04 to the loan agreement (the loan agreement) for "Romania-Project for the modernization of the railways", in the amount equivalent to ECU 200 million, concluded on 30 June 1998 (loan) between Romania, the European Investment Bank (Bank) and National Railway Society (S.N.C.F.R.). All terms used in what follows and which are not otherwise defined shall have the same meaning from the loan agreement.
We examined the original loan agreement and those laws, documents, and other issues on which we have deemed necessary or appropriate to issue this opinion.
1. In the light of the above, I consider that: a) in accordance with. is the competent authority to authorise the borrower to conclude the loan agreement;
b) signing of the loan. has been lawfully authorized; and (c)) the loan agreement has been duly signed and submitted on behalf of the borrower in accordance with the authorization granted to him by the. .. .
2. In Romania there is no legal provision that ratification of the agreement for the loan to be required registration in any court or at any authority in order to ensure the legality, validity or entry into force.
3. the French choice of law as the law governing the loan agreement is valid and applicable.
4. In accordance with paragraph 11.03 from loan agreement, the Court of Justice of the European communities will have jurisdiction for any claim or dispute between the Bank and the borrower and any decision of this Court concerning the loan agreement can be applied in Romania. The derogation referred to in paragraph immunity to 11.02 from loan agreement is a valid and legally binding on the Borrower.
5. no tax, no tax or other charges including, but not limited to, any registration fee, stamp duty, transfer or the like, or any political subdivision or authority thereof, tax will not be payable in connection with the signing of the loan Agreement and submit, nor in respect of any payment to be made by the borrower to the Bank in accordance with the loan agreement.
6. All the agreements on the control the exchange of documents which may be required in order to receive the amounts drawn from the loan to repay them and to pay the interest and all other amounts due under the loan Agreement are in force.
Based on the foregoing, I believe that all the requirements specified in the laws, regulations and decisions are legally binding, applied in Romania currently and/or governing loan agreement in relation to Romanian laws have been respected and that the agreement the borrower's loan obligation applicable to constitute it in accordance with its terms.
Yours faithfully, (legal counsel on behalf of the Borrower) Annex 4 Model legal opinion (S.N.C.F.R.)
European Investment Bank 100, Bd Konrad Adenauer L-2950 Luxembourg-Kirchberg to the attention of the legal Directorate and. .. 1998 REF.: loan agreement on "Romania-Project for the modernization of the railways" Dear Sirs,
Give this legal notice in accordance with sub-paragraph b) 1.04 to the loan agreement (the loan agreement) for "Modernization Project Romania-railway", in the amount equivalent to ECU 200 million, concluded on 30 June 1998 (loan) between Romania, the European Investment Bank (Bank) and National Railway Society (S.N.C.F.R.). All terms used in what follows and which are not otherwise defined shall have the same meaning from the loan agreement.
We examined the original loan agreement and those laws, documents, and other issues, as I considered it necessary and appropriate for the purpose of issuing this opinion.
1. In the light of the above, I consider that: (a) National Society) Railway (S.N.C.F.R.) is Director with State-owned, is responsible for the Organization and functioning of public transport by rail in Romania;
b) according to a. .. is the competent authority to authorize S.N.C.F.R. to conclude the loan agreement;
c) signing of loan by a. .. It was legally authorized by the ... and (d) the loan agreement has been duly signed and submitted on behalf of the S.N.C.F.R., on the basis of the authorisation is granted.
2. the French choice of law as the law governing the loan agreement is valid and applicable.
3. in accordance with paragraph 11.03 from loan agreement, the Court of Justice of the European communities will have jurisdiction for any claim or dispute between the S.N.C.F.R. and the Bank and any decision of this Court in connection with the loan agreement can be applied in Romania. The derogation referred to in paragraph immunity to 11.02 from loan agreement is a legally binding and valid al S.N.C.F.R.
Based on the foregoing, I believe that all the requirements specified in the laws, regulations and legal rulings, applicable in Romania currently and/or governing loan agreement in relation to Romanian laws, have been met and that the loan agreement constitutes an obligation of S.N.C.F.R. applicable to it in accordance with its terms.
Sincerely, s. ..
(legal adviser of S.N.C.F.R.)