34. Zakon o ratifikaciji Finančne pogodbe med Republiko Slovenijo in Evropsko investicijsko banko (MFPEIB)
Na podlagi druge alinee prvega odstavka 107. člena in prvega odstavka 91. člena Ustave Republike Slovenije izdajam
U K A Z
O RAZGLASITVI ZAKONA O RATIFIKACIJI FINANČNE POGODBE MED REPUBLIKO SLOVENIJO IN EVROPSKO INVESTICIJSKO BANKO (MFPEIB)
Razglašam Zakon o ratifikaciji Finančne pogodbe med Republiko Slovenijo in Evropsko investicijsko banko (MFPEIB), ki ga je sprejel Državni zbor Republike Slovenije na seji 29. maja 2003.
Ljubljana, 9. junija 2003
dr. Janez Drnovšek l. r. Predsednik Republike Slovenije
Z A K O N O RATIFIKACIJI FINANČNE POGODBE MED REPUBLIKO SLOVENIJO IN EVROPSKO INVESTICIJSKO BANKO (MFPEIB)
Ratificira se Finančna pogodba med Republiko Slovenijo in Evropsko investicijsko banko, sklenjena 17. julija 2002 v Luxembourgu.
Finančna pogodba se v izvirniku v angleškem jeziku in v prevodu v slovenskem jeziku glasi:*
EUROPEAN INVESTMENT BANK FI Nº
SLOVENIA – ZIROVSKI VRH PROJECT
F I N A N C E C O N T R A C T BETWEEN THE REPUBLIC OF SLOVENIA AND EUROPEAN INVESTMENT BANK
THIS CONTRACT IS MADE BETWEEN:
The Republic of Slovenia, acting through the Ministry of Finance, represented by Mr. Anton Rop, Minister of Finance,
hereinafter called: “the Borrower”,
European Investment Bank having its Head Office at 100 boulevard Konrad Adenauer, Luxembourg-Kirchberg, Grand Duchy of Luxembourg, represented by Mr. Ewald Nowotny, Vice-President,
hereinafter called: “the Bank”
– The Council of the European Union invited the Bank to propose a substantial pre-accession support facility to the countries of Central and Eastern Europe, which have applied, to the European Union with a view to adhering to it.
– The Board of Governors of the Bank has taken note of this decision and authorised the granting of loans from its own resources to these countries.
– A Framework Agreement concerning the financial cooperation between the Bank and Slovenia (hereinafter the Framework Agreement) was signed by Slovenia on 1 December 1997 and by the Bank on 15 December 1997.
– The Borrower proposes to undertake a project (hereinafter called “the Project”) comprising the continuing and completion of the decommissioning of the former uranium mine at Zirovski Vrh, as more particularly described in the technical description set out in Schedule A hereto (hereinafter called the “Technical Description”).
– The total cost of the Project, as estimated by the Bank, is EUR 62.3 million (sixty two point three million euro) including contingencies and interest during construction and is to be financed as follows:
EUR million equivalent
Own funds 42,3
In order to complete the financing
the Borrower has requested from the Bank
a loan in an amount equivalent to EUR 20,0
Total 62,3
– the Bank, being satisfied that the financing of the Project comes within the scope of its functions and having regard to the matters recited above, has decided to give effect to the Borrower’s request for a loan in an amount equivalent to EUR 20 million.
– The Parliament of the Republic of Slovenia adopted and ratified a law allowing the Borrower to enter into this Agreement and has authorised Mr. Anton Rop to sign this Finance Contract on its behalf (Annex I).
– References herein to Articles, Paragraphs, Sub-paragraphs, Recitals, Schedules and Annexes are references respectively to articles, paragraphs, sub-paragraphs of, and recitals, schedules and annexes to, this contract.
NOW THEREFORE it is hereby agreed as follows:
By this contract the Bank establishes in favour of the Borrower, and the Borrower accepts, a credit (hereinafter the “Credit”) in an amount equivalent to EUR 20 000 000 (twenty million euro), for the sole purpose of part financing certain components of the Project as indicated in Schedule A.
1.02 Disbursement Procedures
A. The Credit shall be disbursed, subject to the conditions of Paragraph 1.04, in up to 5 tranches (hereinafter called “Tranches” or, individually, a “Tranche”) which shall each be in an amount which is at least equivalent to EUR 4 million (four million euro), save for the last disbursement, and shall not exceed the equivalent of EUR 10 million (ten million euro).
B. Disbursement of each Tranche shall be subject to receipt by the Bank of a written request (a “Request”) from the Borrower, signed by a duly authorised officer, specifying:
(a) the amount of the Tranche in euro requested for disbursement under the Tranche;
(b) the currency in which the Borrower prefers the Tranche to be disbursed, being a currency referred to in Paragraph 1.03;
(c) whether the Tranche is to bear a fixed rate of interest (such a Tranche being referred to as “Fixed-Rate Tranche”) or a variable rate of interest (such a Tranche being referred to as “Variable-Rate Tranche”), provided, however, that disbursements under all Variable-Rate Tranches shall not be executed in more than three currencies in total;
(d) the interest rate, if any such rate was previously indicated by the Bank without commitment, as being applicable to the Tranche during its lifetime; and
(e) the preferred date for disbursement, it being understood that the Bank may disburse any Tranche up to four calendar months from the date of the relevant Request.
No Request may be made later than 15 September 2006. Subject to the proviso to Sub-paragraph 1.02C, each Request is irrevocable.
C. Between 10 and 15 days before the date of disbursement the Bank shall, if the Request conforms to Paragraph 1.02A and B, and subject to Paragraph 1.04 and 1.07, deliver to the Borrower a notice (hereinafter a “Disbursement Notice”) which shall:
(a) confirm the amount and currency to be disbursed under the Tranche as specified in the Request;
(b) specify the interest rate determined pursuant to Sub-paragraph 3.01 A or during the first Reference Period pursuant to Sub-paragraph 3.01B, as the case may be; and
(c) specify the date of disbursement of the Tranche.
Provided that if the interest rate specified in the Disbursement Notice exceeds the relevant rate previously indicated by the Bank and stated in the Request, or if any other element stated in the Disbursement Notice does not conform to the Request, the Borrower may within three days on which the Bank is open in Luxembourg following receipt of the Disbursement Notice revoke the Request by notice to the Bank and thereupon the Request and the Disbursement Notice shall be of no effect.
D. Disbursement of any Tranche shall be made to such Bank account in the name of the Borrower as the Borrower shall specify in a notification to the Bank, signed by a duly authorised officer of the Borrower, not less than eight days before the date of disbursement, provided that no more than one account may be specified for each Tranche.
1.03 Currency of Disbursement
Subject to availability, the Bank shall disburse each Tranche in the currency for which the Borrower has expressed a preference. Each currency of disbursement shall be the euro, a currency of one of the Member States of the Bank not participating in the third stage of EMU or any other currency, which is widely traded on the principal foreign exchange markets.
For the calculation of the sums to be disbursed in currencies other than euro, the Bank shall apply the reference exchange rates computed and published by the European Central Bank in Frankfurt, or failing which the exchange rates prevailing on any other financial market chosen by the Bank, on such day within fifteen days before the date of disbursement as the Bank shall decide.
1.04 Conditions of Disbursement
A. The disbursement of the first Tranche pursuant to Paragraph 1.02 shall be subject to the fulfilment of the following conditions to the satisfaction of the Bank, namely that before the date of the Request:
(a) The Attorney General of to the Borrower shall have issued a favourable legal opinion in the English language substantially in the form attached hereto as Annex II on the due execution of this contract by the Borrower and on the relevant documentation in terms acceptable to the Bank;
(b) the Bank shall have received an English translation of the Law on Ratification adopted by the Parliament of the Republic of Slovenia allowing the Borrower to enter into this contract;
(c) all necessary exchange control consents, if any, shall have been obtained to permit the Borrower to receive disbursements hereunder, to repay the loan and to pay interest and all other amounts due hereunder; such consents must extend to the opening and maintenance of the account to which the Borrower directs the Bank to disburse the Credit;
(d) the Borrower shall have taken all action necessary to ensure that interest and all other payments due to the Bank hereunder are made without deduction or withholding of any tax, levies and other imposts of any nature whatsoever legally due in the Republic of Slovenia;
(e) the Borrower shall have furnished to the Bank evidence of the authority of the person or persons authorised to sign Requests and the authenticated specimen signature of such person or persons; and
(f) the Bank shall have received confirmation from the Borrower that the relevant authorities have delivered appropriate and necessary final planning and environmental approvals for the Project;
If a Request for the disbursement of the first Tranche is made before receipt by the Bank of evidence satisfactory to it, that such conditions have been fulfilled, such Request shall be deemed to have been received by the Bank on the date the conditions shall have been completed.
B. Disbursement of each subsequent Tranche shall be further subject to the Bank’s receipt, before the date of the relevant Request, of (i) confirmation from the Borrower that all environmental approvals for the Project are still valid and that no change in the environmental situation has occurred in relation to the report issued by the Initial EU-Consultant and (ii) documentary evidence satisfactory to it that the Borrower has expended or will expend, within six months from the date of the Request, on those components of the Project to be part-financed by the Bank as set out in Schedule A hereto, an amount at least equal to the amount of the disbursement requested hereunder. The Bank will disburse up to the extent of 100% of such expenditures (net of taxes and import duties) within the limits of the overall credit.
Any disbursement of a Tranche which finances expenditure in advance, shall be subject to receipt, within six months, of evidence satisfactory to the Bank that any amount disbursed under the relevant Tranche has been duly expended on the Project.
Each disbursement of a Tranche shall be subject to the Bank being satisfied at all times that sufficient other funds continue to be available to the Borrower so as to ensure the timely completion and implementation of the Project, in accordance with the Technical Description.
The disbursement of the last Tranche shall, furthermore, be subject to the Borrower’s nomination of an institutional entity, acceptable to the Bank, being responsible for the monitoring and maintenance of the Project site after the Project has been completed.
If any part of the evidence furnished by the Borrower is not satisfactory to the Bank, the Bank may disburse proportionately less than the amount requested.
C. For the calculation of the euro equivalent of sums expended pursuant to this Paragraph 1.04 the Bank shall apply the exchange rate referred to in Paragraph 1.03.
1.05 Deferment Commission
If disbursement of any Tranche is deferred at the request of the Borrower (with the consent of the Bank), the Borrower shall pay deferment commission on the undisbursed portion of the Tranche at an annual rate of 1%, calculated from the originally specified disbursement date to the actual disbursement date or, if the Tranche is not (wholly) disbursed, to the date of annulment or cancellation of that Tranche. The Bank must receive the request for deferral at least eight days before the original disbursement date. Such commission shall accrue from day to day and shall be payable on each date specified in Paragraph 5.03.
If the cost of the Project should fall short of the figure stated in the Recitals, the Bank may, by notice to the Borrower, annul the Credit in proportion to the shortfall.
The Borrower may at any time, by notice to the Bank, in whole or in part annul any undisbursed portion of the Credit.
If the Borrower annuls any Tranche for which the relevant Request made by the Borrower has not been revoked pursuant to the proviso of Sub-paragraph 1.02C, it shall pay a commission calculated on the amount annulled at a flat rate equal to half the rate of interest specified in the relevant Disbursement Notice. Such commission shall be payable in addition to any commission payable under Paragraph 1.05.
The Bank may at any time after 15 September 2006, by notice to the Borrower, in whole or in part annul any undisbursed portion of the Credit, which is not then the subject of a Request.
1.07 Cancellation and Suspension of Credit
The Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit at any time and with immediate effect:
(a) Following the occurrence of any event mentioned in Sub-paragraph 10.01(A) or (B); or
(b) if exceptional circumstances shall arise which adversely affect the Bank’s access to national or international capital markets.
Alternatively, if the Bank is of the opinion that a situation described in case (a) or (b) has arisen and is temporary, it may by notice to the Borrower suspend the undisbursed portion of the Credit. In such case, the suspension shall continue until, following the issue of a further Request, the Bank is again in a position to issue a Disbursement Notice.
However, the Bank shall not be entitled to cancel or suspend, on grounds of case (b), any Tranche which has been the subject of a Disbursement Notice.
The Credit shall be considered as cancelled if the Bank demands repayment under Article 10.
If the Credit is cancelled other than by reason of the circumstances mentioned under case (b) above, the Borrower shall pay commission on the cancelled amount at an annual rate of 0.75% calculated from the date of the relevant Request to the date of cancellation.
Such commission shall be payable in addition to any commission payable under Paragraph 1.05.
1.08 Currency of Commissions
Commissions due from the Borrower to the Bank under this Article 1 shall be calculated and payable in euro.
The loan (hereinafter called the “Loan”) shall comprise the aggregate of the amounts in the currencies disbursed by the Bank, as notified by the Bank upon the occasion of the disbursement of each Tranche.
2.02 Currency of Repayments
Each repayment of a Tranche under Article 4 or, as the case may be, Article 10 shall be effected in the currency disbursed under that Tranche.
2.03 Currency of Interest and Other Charges
Interest and other charges payable on, or in respect of a Tranche under Articles 3, 4 or, where applicable, Article 10 shall be calculated and be payable in the currency in which such Tranche is repayable.
Any other payment shall be made in the currency specified by the Bank having regard to the currency of the expenditure to be reimbursed by means of that payment.
2.04 Notification by the Bank
After disbursement of each Tranche, the Bank shall deliver to the Borrower a summary statement showing the amount, currency, disbursement date, repayment schedule and interest rate of and for that Tranche.
A. The outstanding balance of any Fixed-Rate Tranche shall bear interest at the rate specified in the Disbursement Notice relative thereto, which rate shall be the interest rate applicable at the date of issue of the Disbursement Notice to loans denominated in the relevant currency and granted by the Bank to its borrowers on the same repayment terms and on the same terms for the payment of interest as the Tranche in question.
Interest on any Fixed-Rate Tranche shall be payable semi-annually in arrears on the dates specified in Paragraph 5.03 for Fixed-Rate-Tranches, commencing on the first such date following the date of disbursement of that Tranche.
B. The interest rate applicable to the amount outstanding under any Variable-Rate Tranche shall be the Interest Rate from time to time applicable to each Reference Period pursuant to the following definitions.
(i) shall be the interest rate determined by the Bank for each successive Reference Period in accordance with procedures from time to time laid down by its board of directors in relation to loans granted by it at variable interest rates and financed out of Relevant Resources, provided, however that it shall not exceed by more than 0.25% (25 basis points) the three-month interest rate offered in the principal interbank market of the relevant currency (for the US Dollar in the London interbank market and for the euro in the euro-zone interbank market), as chosen by the Bank;
(ii) shall be the flat Interbank Rate, if the date of disbursement of the Variable-Rate Tranche is not a date of commencement of a Reference Period and for the duration only of the first interest period; and
(iii) shall be notified as such by the Bank to the Borrower within ten days following the date of commencement of the Reference Period to which it applies;
(b) “Interbank Rate” means:
(i) in respect of any interest period of one month or more, the rate of interest for interbank deposits of a period being the number of whole months corresponding to the duration of such interest period; and
(ii) in respect of any interest period of less than a month, the rate of interest for interbank deposits for a period of one month,
offered in the principal interbank market of the relevant currency (for the US Dollar in the London interbank market and for the euro in the euro-zone interbank market), as chosen by the Bank;
(c) “Reference Period” means a period of three months, commencing on 15 March, 15 June, 15 September or 15 December of any year, save that the first Reference Period shall commence on the date of the disbursement of the Tranche in question; and
(d) “Relevant Resources” means borrowings and other resources denominated in the currencies referred to in Paragraph 1.03 and raised on such markets as the Bank may from time to time select for the purpose of funding loans made by it in such currencies and at variable interest rates.
Interest on any Variable Rate Tranche shall be payable quarterly in arrears on the dates specified in Paragraph 5.03 for Variable-Rate Tranches, commencing on the first such date following the date of disbursement of that Tranche.
3.02 Interest on Overdue Sums
Without prejudice to Article 10 and by way of exception to Paragraph 3.01, interest shall accrue from day to day on any overdue sum payable under the terms of this contract in any currency, from its due date to the date of its payment, at a rate equal to the higher of:
(a) the sum of: (i) 0.25% (25 basis points); and (ii) the rate from time to time applicable under Paragraph 3.01 to the Tranche to which such overdue sum is connected; and
(b) the sum of: (i) the rate of interest for interbank deposits for a period of one month offered in the principal interbank market of the relevant currency (for the US Dollar in the London interbank market and for the euro in the euro-zone interbank market), as chosen by the Bank; and (ii) 2% (200 basis points) per annum. For the purposes of this Indent (b), the interest periods of reference shall consist of successive periods of one month, commencing on the due date of the overdue sum.
Such interest shall be payable in the same currency as the overdue sum on which it accrues.
The Borrower shall repay the Loan in accordance with the amortisation table set out in Schedule B.
4.02 Voluntary Prepayment
(i) The Borrower may prepay all or part of any Fixed-Rate Tranche, upon giving written notice (hereinafter a “Prepayment Notice”) specifying the amount (the “Prepayment Amount”) to be prepaid and the proposed date of prepayment (the “Prepayment Date”), which shall be a date specified in Paragraph 5.03 (each a “Payment Date”). The Prepayment Notice shall be delivered to the Bank at least one month prior to the Prepayment Date. Prepayment shall be subject to the payment by the Borrower of the compensation, if any, due to the Bank in accordance with the provisions of Indents (ii) and (iii) below.
(ii) The amount of compensation due on the Tranche shall be the amount of the shortfall in interest incurred by the Bank in respect of each half-year ending on successive Payment Dates falling after the Prepayment Date calculated in the manner stated in the following Sub-paragraph and discounted in accordance with indent (iii).
The amount of the shortfall shall be calculated as the amount by which:
(x) the interest that would have been payable during that half-year on the prepaid part of the Tranche
(y) the interest which would have been so payable during that half-year if calculated at the Reference Rate; for which purpose the “Reference Rate” means the rate of interest (reduced by 15 (fifteen) basis points) which the Bank determines on the date falling one month prior to the Prepayment Date to be the standard rate for loan quoted by the Bank in the relevant currency, having the same financial characteristics as the loan, in particular the same periodicity for the payment of interest, the same remaining life to maturity and the same type of repayment profile.
(iii) Each amount so calculated shall be discounted to the Prepayment Date by applying a discount rate equal to the rate determined pursuant to Indent (y) of Indent (ii).
(iv) The Bank shall give notice to the Borrower of the compensation due or, as the case may be, of the absence of compensation. If by 5 p.m. Luxembourg time on the date of the notification the Borrower fails to confirm its intention to effect the prepayment on the terms notified by the Bank, the Prepayment Notice shall be of no effect. Save as aforesaid, the Borrower shall be obliged to effect payment in accordance with the
Prepayment Notice, together with accrued interest on the Prepayment Amount as well as any sum due under this Sub-paragraph 4.02A.
B. Variable-Rate Tranches
The Borrower may prepay any Variable-Rate Tranche together with accrued interest, on the date of the expiry of any Reference Period. Prepayment may be effected without penalty and subject to thirty days’ prior written notice to the Bank. The notice shall be irrevocable.
4.03 Compulsory Prepayment
A. If the Borrower voluntarily prepays a part or the whole of any other loan originally contracted for a term of more than five years, the Bank may demand prepayment of such proportion of the amount of the Loan then outstanding as the prepaid sum bears to the aggregate outstanding amount of all such loans.
The Bank shall address its demand, if any, to the Borrower within four weeks of receipt of the relevant notice under Paragraph 8.02(a). Any sum demanded by the Bank shall be paid, together with accrued interest, on the date indicated by the Bank, which date shall not precede the date of prepayment of the other loan.
Prepayment of a loan by means of a new loan having a term at least as long as the unexpired term of the loan prepaid shall not be considered to be a prepayment.
B. If the total cost of the Project should fall significantly short of the figure stated in the Recitals, the Bank may in proportion to the shortfall demand prepayment of the Loan.
C. In case of any prepayment due under this Paragraph 4.03 the Borrower may select which Tranche or Tranches are to be prepaid.
4.04 General Provisions regarding Prepayment under Article 4
In case of partial prepayment of a Tranche, each amount prepaid shall be applied pro rata in reduction of each outstanding instalment.
This Article 4 shall not prejudice Article 10.
Each sum payable by the Borrower under this contract shall be paid to the respective account notified by the Bank to the Borrower. The Bank shall indicate the account not less than fifteen days before the due date for the first payment by the Borrower and shall notify any change of account not less than fifteen days before the date of the first payment to which the change applies.
This period of notice does not apply in the case of payment under Article 10.
5.02 Calculation of Payments relating to a Fraction
Any amount due by way of interest, commission or otherwise from the Borrower under this contract, and calculated in respect of any fraction of a year, shall be calculated on the basis of a year of three hundred and sixty days and
(a) in respect of Fixed Rate Tranches, a month of thirty days; or
(b) in respect of Variable Rate Tranches the number of days elapsed; or
In respect of Variable-Rate Tranches, sums due quarterly under this contract are payable to the Bank on the 15 March, 15 June, 15 September and 15 December in each year and sums due semi annually are payable to the Bank on the 15 March and the 15 September in each year.
Sums due semi annually under this contract in respect of Fixed-Rate Tranches are payable to the Bank on the 15 March and the 15 September in each year.
Any payment due on a Day which is not a Business Day shall be payable on the next succeeding day which is a Business Day. “Business Day” means a day on which banks are open for business in the financial centre of the country whose national currency is the currency of the amount due provided that, in the case of the euro, Business Day means a day on which credit or transfer instructions in euro are processed through the euro settlement system entitled Trans-European Automated Real-Time Gross Express Transfer System (“TARGET”).
Other sums due hereunder are payable within seven days of receipt by the Borrower of the demand made by the Bank.
A sum due from the Borrower shall be deemed paid when it is received by the Bank.
6.01 Use of Loan and other Funds
The Borrower shall use the proceeds of the Loan and the other funds mentioned in the financing plan described in the Recitals exclusively for the execution of awarded contracts covering the components under 3, 4 and 5 with respect to the Project as described in Schedule A.
6.02 Completion of the Project
The Borrower undertakes to carry out the Project in accordance with, and to complete it by the date specified in, the Technical Description, in accordance with European Union standards related to environmental and radiation protection, as they may be amended or modified.
6.03 Increased Cost of the Project
If the cost of the Project exceeds the estimated figure set out in the Recitals, the Borrower shall obtain the finance to fund the excess cost without recourse to the Bank, so as to enable the Borrower to complete the Project in accordance with the Technical Description. The Borrower’s plans for funding the excess cost shall be communicated to the Bank without delay.
The Borrower undertakes to purchase goods, procure services and order works for the Project, so far as appropriate and to the satisfaction of the Bank, by international tender open to nationals of all countries on equal terms. The tender documents shall be translated into English and reviewed by the Bank. The invitation to prequalify for tenders shall be published in the Official Journal of the European Community.
So long as the Loan is outstanding, the Borrower shall appropriately insure all works and property forming part of the Project in accordance with normal practice for similar works of public interest in the territory of Slovenia, including third party liability coverage.
So long as the Loan is outstanding, the Borrower shall ensure that all property forming part of the Project is maintained, repaired, overhauled and renewed as required to keep it in good order in particular with regard to environment, radiation and geotechnics.
6.07 Operation of the Project
So long as the Loan is outstanding, the Borrower shall ensure that it either directly or indirectly will, unless the Bank shall have consented otherwise in writing, retain ownership of the Project and ensures that the assets comprised in the Project are replaced and renewed as appropriate and that the Project is maintained in substantially continuous operation in accordance with its original purpose.
The Bank may withhold its consent only where the proposed action would prejudice the Bank’s interests as lender to the Borrower or would render the Project ineligible for financing by the Bank.
6.08 Auditing of Accounts
The Borrower undertakes to maintain financial and accounting records and documents to the satisfaction of the Bank.
6.09 Technical Assistence
The Borrower undertakes to engage a consultant, of international repute, familiar with the relevant regulations of and their implementation within the EU, satisfactory to the Bank for monitoring the progress of the Project with particular emphasis on, but not limited to, environmental, radiation and geotechnical issues, and cost-effectiveness, as well as the Project’s compliance with the relevant EU standards (herein referred to as “EU-Consultant”). The EU-Consultant will establish an annual monitoring report as long as the Project is on-going and a final report no later than six months after completion.
6.10 Environmental Covenants
So long as the Loan is outstanding, the Borrower shall carry out: