OBJAVLJENO V: Uradni list RS (mednarodne) 11-32/2004, stran 3745 DATUM OBJAVE: 16.4.2004
VELJAVNOST: od 24.5.2004 / UPORABA: od 24.5.2004
RS (mednarodne) 11-32/2004
32. Zakon o ratifikaciji Finančne pogodbe med Republiko Slovenijo in Evropsko investicijsko banko (Slovenija – projekt sektorja železniškega prometa) (MFEIBŽ)
U K A Z
O RAZGLASITVI ZAKONA O RATIFIKACIJI FINANČNE POGODBE MED REPUBLIKO SLOVENIJO IN EVROPSKO INVESTICIJSKO BANKO (SLOVENIJA – PROJEKT SEKTORJA ŽELEZNIŠKEGA PROMETA) (MFEIBŽ)
O RATIFIKACIJI FINANČNE POGODBE MED REPUBLIKO SLOVENIJO IN EVROPSKO INVESTICIJSKO BANKO (SLOVENIJA – PROJEKT SEKTORJA ŽELEZNIŠKEGA PROMETA) (MFEIBŽ)
EUROPEAN INVESTMENT BANK
SLOVENIA – RAILWAY TRANSPORT SECTOR PROJECT
Agora Nº: 2002 0040
REPUBLIC OF SLOVENIA
EUROPEAN INVESTMENT BANK
Ljubljana, 12 November 2003
Luxembourg, 18 November 2003
THIS CONTRACT IS MADE BETWEEN:
Republic of Slovenia, acting through the Ministry of Finance, having its office at Župančičeva 3, 1502 Ljubljana, Slovenia, represented by Dr. Dušan Mramor, Minister of Finance
hereinafter called: the "Borrower"
of the first part, and
European Investment Bank having its Head Office at 100 boulevard Konrad Adenauer, Luxembourg-Kirchberg, Grand Duchy of Luxembourg, represented by Mr. Cormac Murphy, Head of Division and Mr. Gian Domenico Spota, Principal Counsel
hereinafter called: the "Bank"
of the second part.
1. The Council of the European Union invited the Bank to renew its pre-accession facility and the Board of Governors of the European Investment Bank authorised the granting of loans from the Bank’s own resources for investment projects in Malta, Cyprus and the countries of Central and Eastern Europe having applied to the European Union with a view to adhering to it.
2. 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.
3. Within the framework of a six-year priority programme for the rehabilitation and upgrading of the national railway network the Borrower undertakes sub-projects (hereinafter the "Sub-Projects") to improve travel times, safety, comfort and reliability of railway services as well as to promote an environmentally friendly mode of transport (hereinafter collectively called the “Project”) as more particularly described in the technical description set out in Schedule A. The Sub-projects are selected for ISPA financing and located along the Pan-European corridors V and X. The Sub-projects shall be carried out by the Railway Transport Agency (hereinafter “RTA”).
4. The total cost of the Project as estimated by the Bank is EUR 68 000 000 million (sixty eight million euro) including VAT, contingencies and interest during construction.
5. The total cost of the Project is intended to be financed, inter alia, with an ISPA grant (hereinafter the “ISPA Grant”) in an amount equivalent to EUR 28 million and with EIB financing in an amount equivalent to EUR 34 million.
6. 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 34 million.
7. Execution of this contract (hereinafter the “Contract”) by the Borrower has been duly authorised (Attachment 1).
8. References herein to "Articles", "Recitals", "Paragraphs", "Sub-paragraphs", “Indents”, "Schedules” and "Attachment" are references respectively to articles, recitals, paragraphs, sub-paragraphs, indents, schedules and annexes to this Contract.
NOW THEREFORE it is hereby agreed as follows:
01.01 Amount of Credit
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 34 000 000 (thirty four million euro), for the sole
purpose of part financing the Project.
1.02 Disbursement Procedures
A. The Credit shall be available for drawing by the Borrower in one
tranche (hereinafter referred as the "Tranche") of up to an amount
equivalent to EUR 34 million.
B. Disbursement of the Tranche shall be made upon written request
(hereinafter referred to as a "Request") from the Borrower specifying:
(a) the amount 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
(hereinafter referred to as “Fixed-Rate Tranche” as defined in Sub
paragraph 3.01A) or a variable rate of interest (hereinafter
referred to as “Variable-Rate Tranche” as defined in Sub-paragraph
(d) the applicable interest rate, if any, previously indicated by the
Bank without commitment, determined in accordance with Paragraph
(e) the Borrower’s preferred repayment terms, such terms being chosen
in accordance with Paragraph 4.01; and
(f) the preferred date for disbursement, it being understood that the
Bank may disburse the Tranche up to four calendar months from the
date of the Request.
No Request may be made later than 31 December 2004. Subject to the
proviso to Sub-paragraph 1.02C, each Request is irrevocable.
C. Between fifteen and ten days before the date of disbursement of the
Tranche the Bank shall, if the Request conforms to Sub-paragraphs 1.02A
and B and subject to Paragraphs 1.04 and 1.07, deliver to the Borrower
a notice (hereinafter a "Disbursement Notice") which shall:
(a) confirm the amount and currency of the Tranche specified in the
(b) confirm whether the Tranche shall be a Fixed-Rate Tranche or a
(c) specify the interest rate determined pursuant to Sub-paragraph
3.01A. or during the first Reference Period pursuant to Sub
(d) specify the repayment terms applicable to the Tranche; and
(e) specify the date of disbursement of the Tranche.
Provided that if one or more elements specified in the Disbursement
Notice does not conform to the corresponding element in the Request,
the Borrower may, within three Luxembourg business days 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
D. Disbursement of the Tranche shall be made to such bank account in the
name of the Borrower as the Borrower shall notify to the Bank not less
than ten days before the date of disbursement.
1.03 Currency of Disbursement
Subject to availability, the Bank shall disburse the Tranche in the
currency for which the Borrower has expressed a preference. The 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 and which,
in case of a Variable Rate Tranche is a currency which the Bank disposes of
at a variable-rate funding.
For the calculation of the sum to be disbursed in a currency 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
1.04 Conditions of Disbursement
A. The disbursement of the 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 the Borrower shall have issued a favourable
legal opinion in the English language satisfactory to the Bank on
the due execution of this Contract by the Borrower and on the
(b) the Borrower shall have furnished to the Bank evidence of the
authority of the person or persons authorised to sign the Request
and the authenticated specimen signature of such person or persons;
(c) the Bank shall have received the details of a person appointed by
the Ministry of Transport of Slovenia and satisfactory to the Bank,
in accordance with Paragraph 6.08.
B. If a Request for the disbursement of the Tranche is made by the
Borrower before receipt by the Bank of evidence satisfactory to it that
such conditions of this Paragraph 1.04 have been fulfilled, such
Request shall be deemed to have been received by the Bank on the date
the conditions shall have been completed.
1.05 Deferment Commission
If disbursement of the Tranche is deferred at the request of the Borrower
(with the consent of the Bank), or by reason of the non-fulfilment of a
condition of disbursement, 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 the Tranche. The request for deferral must be received
by the Bank at least eight days before the original disbursement date. Such
commission shall accrue from day to day and shall be payable on each
quarterly date specified in Paragraph 5.03.
1.06 Annulment of Credit
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 undisbursed
portion of 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 the Tranche and the relevant Request made by the
Borrower has not been revoked pursuant to the provisio 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 respective
Disbursement Notice. Such commission shall be payable in addition to any
commission payable under Paragraph 1.05.
The Bank may annul, by notice to the Borrower, any part of the Credit in
respect of which no disbursement has been made by 30 April 2005.
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
10.01A or B; or
(b) if exceptional circumstances shall arise which adversely affect the
Bank's access to national or international capital markets,
provided that the Bank shall not be entitled to cancel, on grounds of case
(b), any Tranche which has been the subject of a Disbursement Notice.
Alternatively, if the Bank is of the opinion that a situation described in
Indent (a) and (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 a further Request, the Bank is
again in a position to issue a Disbursement Notice. Suspension shall not
imply any extension of the annulment date pursuant to Paragraph 1.06.
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 Indent (b) above, the Borrower shall pay a commission on
the cancelled amount of the undisbursed Tranche which has been the subject
of a Disbursement Notice, at an annual rate of 0.75%, calculated from the
date of the relevant Disbursement Notice to the date of cancellation.
Such commission shall be payable in addition to any commission payable
under Article 1.06.
1.08 Currency of Commissions
Commissions due from the Borrower to the Bank under this Article 1 shall be
calculated and payable in euro.
2.01 Amount of the Loan
The loan (hereinafter called the "Loan") shall comprise the aggregate of
the amounts disbursed by the Bank, as notified by the Bank pursuant to
2.02 Currency of Repayments
The repayment of the Loan under Article 4 or, as the case may be, Article
10 shall be effected in the currency disbursed.
2.03 Currency of Interest and Other Charges
Interest and other charges payable under Articles 3, 4 and 10 shall be
calculated and be payable proportionally in the currency in which the Loan
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 the Tranche, the Bank shall deliver to the Borrower a
summary statement showing the amount, currency, disbursement date,
repayment schedule and the fixed or prevailing variable rate of and for the
3.01 Rate of Interest
A. The outstanding balance of the Fixed-Rate Tranche shall bear interest at
the rate specified in the Disbursement Notice relative thereto, which
rate shall be the interest rate applied by the Bank at the date of issue
of the Disbursement Notice, in accordance with procedures from time to
time laid down by its board of directors, 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 the Fixed-Rate Tranche shall be payable semi-annually in
arrears on the dates specified in Paragraph 5.03 Indent (a), commencing
on the first such date following the date of disbursement of that
B. The interest rate applicable to the amount outstanding under the
Variable-Rate Tranche shall be the Interest Rate from time to time
applicable to each Reference Period pursuant to the following
For the purpose hereof:
(a) the “Interest Rate”:
(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 0.13% (13 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 selected 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 and
the Financial Manager 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
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 selected by
(c) "Reference Period" means a period of three months, commencing on 15
March, 15 June, 15 September or 15 December of any year; 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 a Variable Rate Tranche shall be payable quarterly in
arrears on the dates specified in Paragraph 5.03 Indent (b), commencing
on the first such date following the date of disbursement of that
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; 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
Such interest shall be payable in the same currency as the overdue sum on
which it accrues.
4.01 Normal Repayment
The Borrower shall repay the Tranche on the dates indicated in the
Disbursement Notice in equal principal instalments in accordance with the
terms of the repayment schedule specified in the relevant statement
mentioned in Paragraph 2.04 (which schedule shall form part of this
Contract) provided that:
(a) the first repayment date shall fall not later than the first semi
annual date specified in Paragraph 5.03 falling immediately after the
fourth anniversary of the date of disbursement of the Tranche;
(b) the last repayment date shall not fall prior to the first date
specified in Paragraph 5.03 falling immediately after the fourth
anniversary of the date of disbursement of the Tranche nor later than
the nearest semi-annual date specified in Paragraph 5.03 immediately
preceding the fifteenth anniversary of such date of disbursement.
4.02 Voluntary Prepayment
A. The Borrower may prepay all or part of the Loan upon giving thirty
days' 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 Indent (a) for a Fixed-Rate Tranche and Paragraph 5.03
Indent (b) for a Variable-Rate Tranche (each a "Payment Date"). In the
case of Fixed-Rate Tranches 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 Sub-paragraphs B and C below.
B. The amount of compensation due on a Fixed-Rate Tranche shall be the
amount of the shortfall in interest incurred by the Bank in respect of
each 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 Sub-paragraph C.
The amount of the shortfall shall be calculated as the amount by which:
(x) the interest that would have been payable during that year on
the prepaid part of the Loan
(y) the interest which would have been so payable during that 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 a 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.
C. 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 Sub-paragraph 4.02B.
D. The Bank shall give notice to the Borrower of the compensation due or,
as the case may be, of the absence of compensation by 12:00 Luxembourg
time on a business day in Luxembourg and Ljubljana following delivery
of a Prepayment Notice. If by 17:00. Luxembourg time on the date of the
notification (if that was given by 12:00 or otherwise by 12:00 next
business day in Luxembourg and Ljubljana) the Borrower fails to confirm
in writing its intention to effect 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 Paragraph
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 Sub-paragraph 8.02 (b)
(i). 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 substantially short of the
figure stated in the Recitals, the Bank may in proportion to the
shortfall demand prepayment of the Loan.
C. If disbursement of the ISPA Grant is suspended, cancelled or if the
Borrower is required to repay the ISPA Grant in respect of any of the
Sub-projects, the Bank may demand the Borrower to consult with it. Such
consultation shall take place within thirty days from the date of the
If the Bank in its full discretion decides that the reasons for ISPA’s
demand for suspension, cancellation or repayment have, or are likely to
have, a material adverse effect on the future implementation of the
Project by the Borrower, then the Bank may request the Borrower to
prepay the Loan together with accrued interest and the indemnity
payment, if any, calculated in accordance with Sub-paragraph 4.02 B and
C. The Borrower shall effect payment of the amount demanded on the date
indicated by the Bank, such date being a date falling not less than
thirty days from the date of the demand.
5.01 Place of Payment
Each sum payable by the Borrower under this Contract shall be paid to the
respective account notified by the Bank to the Borrower in written form.
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
5.02 Calculation of Payments relating to a Fraction of a Year
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:
(a) on the basis of a year of three hundred and sixty days and:
(i) in respect of a Fixed-Rate Tranche a month of thirty days;
(ii) in respect of a Variable-Rate Tranche the number of days elapsed;
(b) in respect of a Variable-Rate Tranche expressed in pounds sterling
(GBP), on the basis of a year of three hundred and sixty-five days and
the number of days elapsed.
5.03 Dates of Payment
(a) semi-annually under this Contract are payable to the Bank on 15 March
and 15 September in each year; and
(b) quarterly under this Contract are payable to the Bank on the 15 March,
15 June, 15 September and 15 December in each year.
Any payment due on a day which is not a Business Day shall be payable on
the nearest succeeding 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
Other sums due hereunder are, if not specified otherwise, 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
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 financing of the Project as described in the Technical Description.
6.02 Completion of the Project
The Borrower undertakes to carry out the Project in accordance with, and to
complete it by the date envisaged in the Technical Description, as it may
be modified from time to time with the approval of the Bank.
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 it to complete the Project.
The plans for funding the excess cost shall be submitted in a timely manner
to the Bank’s approval.
6.04 Tendering Procedure
The Borrower shall ensure that equipment will be purchased, services will
be secured and works shall be ordered for the Project, so far as
appropriate and in line with relevant EU procedures, by international
tender open to nationals of the member states of the European Union and of
Romania, Bulgaria, the Czech Republic, Estonia, Hungary, Latvia, Lithuania,
Poland, Slovakia, Slovenia, Malta, Cyprus and Turkey.
So long as the Loan is outstanding, the Borrower shall ensure that measures
for insuring all works and property forming part of the Project will be
taken in accordance with normal practice for similar works of public
interest in the Republic of Slovenia.
So long as the Loan is outstanding, the Borrower shall ensure that all
property forming part of the Project will be maintained, repaired,
overhauled, renewed and replaced, as required to keep it in good working
order in accordance with its original concept.
6.07 Environmental Covenants
So long as the Loan is outstanding, the Borrower shall ensure that:
(a) the Project is implemented in conformity with the environmental laws
and regulations applicable to it and, whenever applicable, with
European Union standards related to environmental protection as they
may be amended or modified, and that all necessary authorisations
applicable thereto are secured and maintained;
(b) all maintenance and rehabilitation works are carried out as well as all
mitigating measures which may be necessary for the Project in
conformity with good utility practice and the standards referred to in
Indent (a) of this Paragraph are implemented and monitored; and
(c) no materials or substances, which could have adverse effects on the
environment, will be used in the implementation of the Project.
So long as the Loan is outstanding, the Borrower shall ensure that a
contact person satisfactory to the Bank, who will act as a service point
for the Bank regarding the implementation of the Project, is appointed by
the Ministry of Transport.
7.01 Additional Security
If the Borrower should hereafter grant to a third party any security
interest over any of its assets for the performance of any of its external
indebtedness or any preference or priority in respect thereof, the Borrower
shall, if so required by the Bank, provide equivalent security interest to
the Bank for the performance of its obligations under this Contract or
grant the Bank equivalent preference or priority. The Borrower represents
that no such security interest, preference or priority presently exists.
Information and Visits
8.01 Information concerning the Project
The Borrower shall:
(a) deliver to the Bank: (i) at the latest six months after the signature
of this Contract, copies of the monitoring reports regarding each Sub
project in the form as drawn up for ISPA (including the semi-annual
monitoring reports; and (ii) from time to time, any such further
document or information concerning the financing, implementation and
operation of the Project as the Bank may reasonably require;
(b) submit for the approval of the Bank any material change to the general
plans, timetable or expenditure programme for the Project, by relation
to the disclosures made to the Bank prior to the signing of this
(c) inform the Bank of any fact or event known to the Borrower, which
reasonably may substantially prejudice or affect the conditions of
execution or operation of the Project; and
(d) retain in a single location the full terms of the work contracts, as
well as all material documents pertaining to the procurement process
and to the execution of such contracts, for inspection during six years
from the conclusion of each such contract financed by means of the
8.02 Information concerning the Borrower
The Borrower shall:
(a) ensure that its records clearly show all operations relating to the
financing and execution of the Project;
(b) ensure that the Bank is informed:
(i) immediately of any decision made by it for any reason or of any
fact, which obliges it, or any demand made to it to prepay any
loan originally granted for a term exceeding five years;
(ii) immediately of any intention on its part to create any security
interest, preference or priority pursuant to Paragraph 7.01; or
(iii) generally of any fact or event which reasonably may prevent the
fulfilment of any obligation of the Borrower under this Contract.
All documents and information are to be provided in English language.
The Borrower shall permit persons designated by the Bank to visit the
sites, installations and works comprising the Project and to conduct such
checks as they may wish, and shall provide them with all necessary
assistance for this purpose.
Charges and Expenses
9.01 Taxes, Duties and Fees
The Borrower shall pay all taxes, duties, fees and other impositions of
whatsoever nature, including stamp duty and registration fees, arising out
of the execution or implementation of this Contract or any related document
and in the creation of any security for the Loan.
The Borrower shall pay all principal, interest, commission and other
amounts due under this Contract gross without deduction of any national or
local impositions whatsoever; provided that, if the Borrower is obliged by
law to make any such deduction, it will gross up the payment to the Bank so
that after deduction, the net amount received by the Bank is equivalent to
the sum due.
9.02 Other Charges
The Borrower shall bear any professional, banking, transfer or exchange
costs incurred in the execution or implementation of this Contract or
related document, and in the creation of any security for the Loan.
Prepayment upon an Event of Default
10.01 Right to demand Repayment
The Borrower shall prepay the Loan or any part thereof forthwith upon
demand being made therefor by the Bank:
(a) if any written information or document given to the Bank by or on
behalf of the Borrower in connection with the negotiation of this
Contract or during its lifetime proves to have been incorrect in any
(b) if the Borrower fails on due date to repay any part of the Loan, to
pay interest thereon or to make any other payment to the Bank as
(c) if, following any default in relation thereto, the Borrower is
required to prepay or discharge ahead of maturity any loan
originally granted to it for a term exceeding five years;
(d) if the Borrower fails to fulfil any financial obligation under any
other loan made to it by the Bank from the resources of the Bank, or
of the European Union;
(e) if any distress, execution, sequestration or other process is levied
or enforced upon any property forming part of the Project; or
B. upon expiry of a reasonable period of time according to the provisions
of this Contract and specified in a notice served by the Bank on the
Borrower, without the matter being remedied to the satisfaction of the
(a) if the Borrower fails to comply with any obligation under this
Contract other than one mentioned in Sub-paragraph 10.01 A. (b); or
(b) if any material fact stated in the Recitals substantially alters or
proves erroneous and the alteration or error either prejudices the
interests of the Bank as lender to the Borrower or adversely affects
the implementation or operation of the Project.
10.02 Other Rights at Law
Paragraph 10.01 shall not restrict any other right of the Bank at law to
require prepayment of the Loan.
A. In case of demand under Paragraph 10.01 applicable to a Fixed-Rate
Tranche, the Borrower shall pay to the Bank an amount calculated as at
the date of demand, as the greater of:
(a) an amount calculated, according to the provisions of Sub-paragraphs
4.02B and C, on the sum which has become due and payable, and with
effect from the due date specified in the Bank's notice of demand;
(b) an amount calculated at the annual rate of 0.25% from the date of
the demand to the respective date on which each instalment of the
sum demanded would have been repayable but for the making of the
B. In case of demand under Paragraph 10.01 applicable to a Variable-Rate
Tranche, the Borrower shall pay to the Bank a sum calculated as at the
date of demand at an annual rate of 0.25% from the date of the demand to
the respective date on which each instalment of the sum demanded would
have been repayable but for the making of the demand.
No failure or delay by the Bank in exercising any of its rights under this
Article 10 shall be construed as a waiver of such right.
10.05 Application of Sums Received
Sums received following a demand under Article 10 shall be applied first in
payment of damages, commission and interest in that order and secondly in
reduction of outstanding instalments in inverse order of maturity.
Law and Jurisdiction
This Contract and its formation, construction and validity shall be
governed by the laws of the Grand Duchy of Luxembourg.
All disputes concerning this Contract shall be submitted to the Court of
Justice of the European Communities.
A decision of the Court given pursuant to this Sub-paragraph 11.02 shall be
conclusive and binding on the parties without restriction or reservation.
The parties to this Contract hereby waive any immunity from or right to
object to the jurisdiction of the Court.
11.03 Evidence of Sums due
In any legal action arising out of this Contract the certificate of the
Bank as to any amount due to the Bank under this Contract shall be prima
facie evidence of such amount in the absence of manifest error.
11.04 Entry into force
This Contract shall enter into force upon confirmation by the Bank to the
Borrower that it has received a certified copy of the instrument of
ratification by the Borrower.
Notices and other communications given hereunder shall be sent to the
addresses mentioned under 1) below except that notices to the Borrower
relating to litigation whether pending or threatened shall be sent to the
address mentioned under 2) below where the Borrower elects domicile:
– for the Borrower: 1) Ministry of Finance
2) Embassy of the Republic of Slovenia
179, Avenue Louise
– for the Bank: 1) 100 boulevard Konrad Adenauer
Each party may, by notice to the other, change its addresses as set out
above, provided that the address in 2) above may only be changed to another
address within the European Union.
12.02 Form of Notice
Notices and other communications, for which fixed periods are laid down in
this Contract or which themselves fix periods binding on the addressee,
shall be served by hand delivery, registered letter, telegram, telex or
other means of transmission which affords evidence of receipt by the
addressee. The date of registration or, as the case may be, the stated date
of receipt of transmission shall be conclusive for the determination of a
12.03 Recitals, Schedule and Attachment
The Recital, and the following Schedule form part of this Contract:
Schedule A Technical Description.
The following Attachment is enclosed hereto:
Attachment I Authority of Signatories of the Borrower.
IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed in four originals in the English language, each page having been initialled by Ms. Maja Košak, on behalf of the Borrower and by Mr. Gian Domenico Spota, on behalf of the Bank.
Signed for and on behalf REPUBLIC OF SLOVENIA D. Mramor (s)
Signed for and on behalf of EUROPEAN INVESTMENT BANK C. Murphy (s) G.D. Spota (s)
This November 12, 2003, at Ljubljana,
This November 18, 2003, at Luxembourg.
SLOVENIA – RAILWAY TRANSPORT SECTOR PROJECT
The Project consists of three Sub-projects that are also to be financed under an ISPA support programme. The various items to be financed consist, inter alia, of track upgrading, signalling improvements and remote control of fixed installations as follows:
1) Renewal of cut Krizni vrh with renewal of line sections on the Zidani most- Maribor track
This Sub-project consists of the following interventions:
Krizni vrh cutting
a. Rehabilitation of the walls of the cutting of 416 m including rehabilitation of the slopes
b. Restoration of the track bed including drainage over the same length
c. Renewal of the superelevation of the track between Km 563+346 and km 564+860
Line section Policane to km 563+346
– renewal of track foundations and superstructure
Renewal of tracks in Povnikva Station
– renewal of tracks 1,2,3 foundations and superstructure in or approaching the station.
2) Modernisation of signalling and safety devices along the railway line Divaca – Koper
This Sub-project consists of a modernisation of the signalling system on the single track line between Divaca and Koper to enable the line to be integrated with the joint Central Traffic Centre which will handle all Slovenian railway traffic in the future. The modernisation includes UPS power supply, points heaters, level crossing automation, information systems and other works and will improve safety, reduce maintenance costs, increase line capacity and facilitate staff reductions.
3) The railway line Ljubljana – Maribor; upgrading for higher speed (1st and 2nd phase)
The works involve 7 points of priority intervention selected by an analysis using a track geometry car and visual inspection. The interventions include replacement of the track to UIC 60, switches to UIC60-300-6, rehabilitation of the substructure and upgrading of the signalling, power and safety equipment at Stations Kresnice, Sava, Trbovlje, Hoce, Line section Hoce Maribor, Station Maribor Tezno, and line Station Maribor Tenzo to Maribor.
The Project is expected to be completed by December 2004
EVROPSKA INVESTICIJSKA BANKA
SLOVENIJA – PROJEKT SEKTORJA ŽELEZNIŠKEGA PROMETA
Agora Nº: 2002 0040
EVROPSKO INVESTICIJSKO BANKO
Ljubljana, 12. novembra 2003
Luxembourg, 18. novembra 2003
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