Zakon o ratifikaciji Garancijske pogodbe med Republiko Slovenijo in Skladom Sveta Evrope za socialni razvoj za projekt popotresne obnove v Sloveniji (»Program varovanih stanovanj«) (MSSEVS)

Ljubljana, November 10, 1998

Paris, November 12, 1998

THIS AGREEMENT IS MADE BETWEEN

THE REPUBLIC OF SLOVENIA, hereinafter called “THE GUARANTOR”,
Represented by Mr. Valter Reščič, State Secretary,
of the first part, and
THE COUNCIL OF EUROPE SOCIAL DEVELOPMENT FUND, hereinafter called “THE FUND”,
Represented by Raphael Alomar,
of the second part.

WHEREAS:

For the financing of projects designed to help solving social problems arising from natural disasters, the Ministry of Labor, Family and Social Affairs of the Republic of Slovenia has requested the Council of Europe Social Development Fund (hereinafter called “THE FUND”) to grant a credit to the Housing Fund of the Republic of Slovenia (hereinafter called “THE BORROWER”) for the purpose of financing a project of post-earthquake reconstruction of the Posocje region, which consists of the “safe housing programme”.
By an agreement (hereinafter called “Loan Agreement”) dated/and made between THE FUND and THE BORROWER, THE FUND has agreed to establish in favor of THE BORROWER a
credit of an amount of 225.000.000 SIT.
Obligations of THE FUND under THE LOAN AGREEMENT are conditional upon the prior execution and delivery by the Republic of Slovenia of a guarantee of performance by THE BORROWER of their financial obligations under LOAN AGREEMENT and the delivery of a favorable legal opinion thereon.
Execution of this Guarantee Agreement shall be authorized by the Parliament of Slovenia.
NOW THEREFORE it is hereby agreed as follows:

Article 1

DEFINITIONS

The following terms shall have the following meanings:
A. “TOLAR” or “SIT” means Slovenian tolar.
B. “Guarantee” means the guarantee of the Guarantor under this Guarantee Agreement as described in ARTICLE 3 and ARTICLE 7 of this Agreement.
C. “Guaranteed Obligations” means all indebtedness and payment obligations of the Regional Development Fund of the Republic of Slovenia under the Loan Agreements.
D. “Guarantor” means the Republic of Slovenia in its capacity as a sovereign nation and as Guarantor under this Guarantee Agreement.

Article 2

LOAN AGREEMENT

2.01 THE GUARANTOR declares that it is well acquainted with the terms, conditions and clauses of the LOAN AGREEMENT. A copy of the final draft of the LOAN AGREEMENT is enclosed hereto (Annex I) and the true copy of it as signed by the parties, substantially in the form of the draft enclosed hereto, shall be delivered to THE GUARANTOR by THE FUND.

Article 3

GUARANTEE

3.01 The GUARANTOR hereby unconditionally and irrevocably guarantees to the FUND the payment of all the monetary obligations of the BORROWER under the Loan Agreement, including all payments of interest without limitation, commissions incidental charges and other expenses, when the guarantee is enforced.
3.02 If the GUARANTOR should hereafter grant to any third party security for the performance of any of its external debt obligations or any preference or priority in respect thereof, the GUARANTOR shall inform the FUND and shall, if so required by the FUND, provide to the FUND equivalent security for the performance of its obligations hereunder or grant to the FUND equivalent preference or priority.
Nothing in this Article 3.02 shall apply to any vendor’s lien or to any charge which secures only the purchase price of any land or goods.
3.03 THE GUARANTOR undertakes to furnish information on legislation or regulatory framework affecting THE BORROWER which may have an impact on the implementation of THE PROJECT.

Article 4

ENFORCEMENT OF GUARANTEE

4.01 Demand may be made under this Guarantee Agreement as soon as the BORROWER has not performed all or part of the obligations guaranteed pursuant to Article 3 of this guarantee Agreement.
4.02 The payment by the GUARANTOR shall fall due on the fifteenth day following that on which demand is made.
4.03 In the event of the FUND making demand, the GUARANTOR shall have the right to discharge immediately, under the conditions set out in the LOAN AGREEMENT, all the monetary obligations of the BORROWER under the LOAN AGREEMENT which are outstanding at the time of such discharge.

Article 5

REPRESENTATIONS, WARRANTIES

5.01 The Guarantor represents and warrants that:
A. Authority. The Guarantor has full power, authority and legal right, and has taken all legal and other action necessary or advisable to authorize it to incur and assume the Guaranteed Obligations, to execute and deliver this Guarantee Agreement and to perform and observe the terms and conditions hereof. The Minister of Finance of the Republic of Slovenia has been duly authorized to execute and deliver this Guarantee Agreement by and on behalf of the Republic of Slovenia. The execution and delivery of this Guarantee Agreement by the Minister of Finance of the Republic of Slovenia conveys the full faith and credit of the Republic of Slovenia.

Article 6

INFORMATION

6.01 The FUND shall inform the GUARANTOR of any fact or event of which it becomes aware which is likely to jeopardize the payment or repayment by the BORROWER of the sum hereby guaranteed: provided however that the FUND is not bound to seek any such information and shall incur no liability by reason of this provision.
6.02 The GUARANTOR shall inform the FUND forthwith of any fact or event likely to jeopardise the performance of its obligations under this Guarantee Agreement.
6.03 The Guarantor shall inform the Fund of any security given to a third party for the purpose of Article 3.02.

Article 7

MODIFICATION OF LOAN AGREEMENT

7.01 Any modifications of, or amendments to, the Loan Agreement shall not require the consent of the Guarantor. However, the Guarantor shall assume liability for additional payment obligations under this Guarantee Agreement only if the Guarantor shall have consented to the respective modifications of, or amendments to, the Loan Agreement.

Article 8

TAXES

8.01 Taxes or fiscal charges incurred in the execution or implementation of this Guarantee Agreement shall be borne by the Guarantor. The Guarantor shall make payments hereunder without withholding or deduction on account of tax or fiscal charges.

Article 9

LEGAL REGIME OF THE AGREEMENT

9.01 Applicable Law

This agreement shall be governed by the rules of the Fund as specified of Article 1, paragraph 3, of the Third Additional Protocol dated 6 March 1959 to the General Agreement on Privileges and Immunities of the Council of Europe dated 2 September 1949 and, secondarily, if necessary, by French law.
Disputes between the parties to this agreement shall be subject to arbitration under the conditions laid down in Chapter 4 of the Loan Regulations of the Fund.

9.02 Performance

The place of the performance of this Guarantee Agreement is the head office of THE FUND.

9.03 Waiver

In any proceeding taken in the Republic of Slovenia in relation to the Guarantee Agreement, the Guarantor will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process, except that the following classes of property and rights relating to property are exempt from attachment and sale in order to execute a money judgement against the Guarantor: (a) things which cannot generally be lawfully purchased and sold and natural and mineral resources; (b) weapons, equipment and real property designed for use for purposes of national defense or state or public security; (c) current funds to the extent required for the performance of the basic functions of the Republic of Slovenia; and (d) the Guarantor’s claims against tax payers;

9.04 Evidence of sums due

In any legal action arising out of this Guarantee Agreement the certificate of the FUND as to any amount due to the FUND under this Guarantee Agreement shall be prima facie evidence of such amount.

Article 10

ENTRY INTO EFFECT

10.01 This Guarantee Agreement shall enter into effect after its ratification by the Parliament of the Republic of Slovenia, the day following its publication in the Official Gazette of the Republic of Slovenia.

Article 11

COMMUNICATIONS

11.01 Except as otherwise provided in this Guarantee Agreement, any notice or demand to be given to or made under this Guarantee Agreement, by or on behalf the FUND or the GUARANTOR shall be in writing and shall be deemed to have been duly given (i) when delivered by person, or (ii) when received by registered airmail postage prepaid, telex or facsimile, addressed to the FUND or the GUARANTOR at their respective addresses set forth in this Article.

FOR THE GUARANTOR:  1) Ministry of finance
                    Župančičeva 3
                    1000 Ljubljana
                    Slovenia
FOR THE FUND:  Council of Europe Social
               Development Fund
               55, Avenue Kleber
               75784 Paris Cedex 16
               France

Article 12

In witness whereof the parties hereto have caused this Guarantee Agreement to be executed in two originals in the English language.

this 10th day of November 1998, at Ljubljana
this 12th day of November 1998, at Paris