Zakon o ratifikaciji Sporazuma med Vlado Republike Slovenije in Vlado Države Kuvajt o konsolidaciji in reprogramiranju določenih dolgov, ki jih Republika Slovenija dolguje Državi Kuvajt (BKWKRD)

The Government of the State of Kuwait, represented by Kuwait Investment Authority (hereinafter the “Lender”), and the Government of the Republic of Slovenia, (hereinafter the “Borrower”);
    Being aware that the Socialist Federal Republic of Yugoslavia (“SFRY”) went through the process of dissolution and has ceased to exist and consequently all federal institutions including the National Bank of Yugoslavia ceased to exist;
    Considering that new States have been created on the territory of the former Socialist Federal Republic of Yugoslavia and have taken its place; that those States are all successor States of the former Socialist Federal Republic of Yugoslavia;
    Considering that the Republic of Slovenia is one of the said successor States of the former Socialist Federal Republic of Yugoslavia;
    Considering the letters that the Ministry of Finance of the Republic of Slovenia exchanged with the Chairman of the Paris Club, on the portion of the debt obligations of the SFRY which have been allocated to and accepted by the Republic of Slovenia, namely;
    – Letter dated September 25, 1992 sent by the Chairman of the Paris Club to Mr. Mitja Gaspari, Minister of Finance of the Republic of Slovenia;
    – Letter dated October 27, 1992 sent by Mr. Mitja Gaspari, Minister of Finance of the Republic of Slovenia to the Chairman of the Paris Club;
    – Letter dated January 6, 1993 sent by the Chairman of the Paris Club to Mr. Mitja Gaspari, Minister of Finance of the Republic of Slovenia;
    – Letter dated April 23, 1993 sent by Mr. Mitja Gaspari, Minister of Finance of the Republic of Slovenia to the Chairman of the Paris Club;
    – Letter dated July 5, 1993 sent by the Chairman of the Paris Club to Mr. Mitja Gaspari, Minister of Finance of the Republic of Slovenia;
    – Letter dated July 27, 1993 sent by Mr. Mitja Gaspari, Minister of Finance of the Republic of Slovenia to the Chairman of the Paris Club;
    – Letter dated November 28, 1994 sent by the Chairman of the Paris Club to Mr. Mitja Gaspari, Minister of Finance of the Republic of Slovenia;
    – Letter dated September 11, 1995 sent by the Chairman of the Paris Club to Mr. Mitja Gaspari, Minister of Finance of the Republic of Slovenia;
    Recognizing that the Republic of Slovenia desires to maintain sound and stable financial relations with the State of Kuwait, and considering that accepting an appropriate legal framework for consolidating and rescheduling of the debt of the Republic of Slovenia owed to the State of Kuwait and confirming its legal obligation to repay that debt will contribute to that end;
    The Borrower and the Lender have agreed as follows:

Article 1

Application of the Agreement

The Borrower shall assume as its own debts towards the Lender an amount equal to 16.39% of the unpaid repayment instalments and interest due under the following agreements:
    1. Relating to N.B.Y. US$ 250,000,000/- Loan Agreement dated 16.7.1981:
    a) N.B.Y. Supplemental Agreement related to Loan No. 2 dated 30.10.1984
    b) N.B.Y. 1985 – 86 Supplemental Agreement related to Loan No. 2 dated 20.3.1986
    c) N.B.Y. 1986 – 88 Supplemental Agreement related to Loan No. 2 dated 25.3.1987
    d) N.B.Y. 1988 – 89 Refinancing Agreement related to Loan No. 2 dated 15.6.1989
    2. Relating to N.B.Y. US$ 250,000,000/- Loan Agreement dated 12.4.1982:
    a) N.B.Y. 1985 – 86 Supplemental Agreement related to Loan No. 3 dated 20.3.1986
    b) N.B.Y. 1986 – 88 Supplemental Agreement related to Loan No. 3 dated 25.3.1987
    c) N.B.Y. 1988 – 89 Refinancing Agreement related to Loan No. 3 dated 15.6.1989
    3. Relating to N.B.Y. KD 15,000,000/- Loan Agreement dated 24.6.1974:
    a) N.B.Y. Refinancing Agreement dated 30.10.1984
    b) N.B.Y. 1988 – 89 Refinancing Agreement dated 15.6.1989

Article 2

Amount of Debt

Details of the debt assumed pursuant to Article 1 hereof are listed in Annex 1 to this Agreement. The amount of debt due, under the provisions of this Agreement and arising from the agreements referred to in Article 1, on their respective rollover dates amount to a principal of US Dollars 57,911,717.37 and Kuwaiti Dinars 56,559.026 and an outstanding interest of US Dollars 36,471,059.57 and Kuwait Dinars 99,077.469 respectively.

Article 3

Repayment Terms of the Consolidation

The Borrower undertakes to fulfill payment of all debt to the Lender in accordance with the following:
    1. The Borrower undertakes to pay all amounts of interest, late interest and principal of the US Dollar amounts due from their respective rollover dates, as shown in Annex 1, until December 31, 1996, on January 1, 1997 or as soon as possible after the date of entry into force of this Agreement. However, the Borrower shall pay an interest at the rate specified in Article 4 (3) below, in respect of these amounts from January 1, 1997 until the actual payment date, which date shall not exceed 5 London working days from the date of entry into force of this Agreement.
    2. The Borrower undertakes to pay the Kuwaiti Dinars portion of the debt specified in Article 2 above plus the interest due until December 31, 1996, i.e. Kuwait Dinars 161,140.644 at the payment date specified in paragraph 1 of this article in addition to the interest at the rate of KIBOR plus a margin of 0.50% from January 1, 1997 until the payment date. This amount may be paid in US Dollars to be calculated at the official exchange rate as may be determined by the Central Bank of Kuwait on payment date.
    3. The Borrower undertakes to pay the U.S. Dollar amounts outstanding and not paid resulting from principal and interest (including late interest) referred to in the agreements listed in Article 1 as on December 31, 1996 in 5 equal and successive semi-annual instalments. The first instalment shall be paid on January 1, 1997 and the final instalment on December 31, 1998.
    However, the Borrower shall be allowed to effect the first instalment within 5 London working days from the date of entering into force of this Agreement, but not later than June 30, 1997. In such event the Borrower shall be liable to pay interest at the rate specified in Article 4 (3) below in respect of this instalment, from January 1, 1997 until the actual payment date.
    4.The Borrower may prepay to the Lender any principal amounts due under this Agreement on any interest payment date, without penalty.

Article 4

Interest

1. The Borrower will have to pay interest on the rescheduled debts covered by the present Agreement up to their payment date. This interest shall be calculated semi-annually on the basis of 360 days a year and actual number of days.
    2. As regards the amounts specified in Annexe 1 of this Agreement, interest shall be calculated as from January 1, 1997 of such debts.
    3. The interest will be 6 months LIBOR (as shown on TELERATE 3750 at 11:00 hours London time) plus a margin of 0.50% per annum, which rate shall be firm for the duration of the present Agreement.
    4. Unless expressely stated otherwise in this Agreement, the payments of the interest shall be made on June 30, and December 31 of each year. The first interest payment shall be made on June 30, 1997.

Article 5

Late interest

1. Unless expressely stated otherwise in this Agreement, in case of delayed payments of any principal and/or interest amount, late interest at a rate of 1% per annum over the rate specified in Article 4 (3) shall be charged until receipt of such payments. This does not in any way constitute a right to defer any payment due under this Agreement.

Article 6

General Provisions

1. The Borrower undertakes:
    a) to grant the Lender a treatment not less favourable than the granted to any other creditor country for the rescheduling or refinancing of debts of a comparable term;
    b) to inform upon request the Lender of the provisions of any debt consolidation or rescheduling agreement it concluded or might conclude.
    2. The Borrower guarantees the payment obligation with respect to all debts resulting from the present Agreement.
    3. All payments foreseen in the present Agreement shall be made to the Lender or its agent to the account that will be designated by the Lender or its agent referred to below, in a freely convertible currency or in the currency in which the corresponding credits and loans were originally denominated, without delay and without any deductions for taxes, fees or other public charges or any other costs accruing inside or outside Slovenia.
    4. The Kuwait Foreign Trading Contracting and Investment Company or its successor company will act as the authorized agent of the Lender. The Bank of Slovenia. (the “Bank”) may act as the authorized agent of the Borrower in executing the Borrower’s payment obligations pursuant to the present Agreement.

Article 7

Representations, Covenants and Events of Default

Representations
    The Borrower hereby represents and warrants that:
    (1) it has power to enter into this Agreement and to exercise its rights and perform its obligations hereunder and all action required to authorize its execution of this Agreement and its performance of its obligations hereunder has been duly taken;
    (2) under the laws of the Borrower in force at the date hereof, the claims of the Lender under this Agreement will rank at least pari passu with the claims of all its other unsecured creditors in respect of external indebtedness;
    (3) in any proceedings taken in the country of the Borrower or elsewhere in relation to this Agreement, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process;
    (4) as from the date of entry into force of this Agreement, all acts, conditions and things required to be done, fulfilled and performed in order (a) to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in this Agreement, (b) to ensure that the obligations expressed to be assumed by it in this Agreement are legal, valid and binding and (c) to make this Agreement admissible in evidence in Slovenia will have been done, fulfilled and performed;
    (5) the obligations expressed to be assumed by it in this Agreement are legal and valid obligations binding on it in accordance with the terms hereof;
    (6) the execution of this Agreement and its exercise of its rights and performance of its obligations hereunder do not constitute and will not result in any breach of any agreement, law or treaty.
    Covenants
    The Borrower shall:
    (1) as soon as the same become available, but in any event within three months after its adoption, deliver to the Lender its Annual State Budget for the respective financial year during the life of this Agreement;
    (2) the Borrower shall furnish the Lender with such information about its financial condition as the Lender may reasonably require, including the Monthly Bulletin of the Bank of Slovenia;
    (3) obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorizations, approvals, licenses and consents required in or by the laws and regulations of the Borrower to enable it lawfully to enter into and perform its obligations under this Agreement or to ensure the legality, validity, enforceability or admissibility in evidence in the country of the Borrower of this Agreement;
    (4) to the best of its knowledge promptly inform the Lender of the occurrence of any event which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Non-Payment and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in such confirmation, no such event has occurred; and
    (5) ensure that at all times the claims of the Lender under this Agreement rank at least pari passu with the claims of all its other unsecured creditors in respect of external indebtedness.
    The Borrower shall not create or permit to subsist as security for any of its external indebtedness any encumbrance over all or any of its present of future revenues or assets other than an encumbrance arising by operation of law which secures only obligations with respect to payments of external indebtedness which are not overdue.
    Events of Non-Payment
    If:
    (1) the Borrower fails to pay any sum due from it hereunder at the due time, in the currency and in the manner specified herein; or
    (2) any representation or statement made by the Borrower in this Agreement or in any notice or other document, certificate or statement delivered by it pursuant hereto or thereto or in connection herewith or therewith is or proves to have been incorrect or misleading in any material respect when made; or
    (3) the Borrower fails duly to perform any of the obligations expressed to be assumed by it and such failure is not remedied within fifteen days after a notice has been given to the Borrower; or
    (4) the Borrower fails duly to perform any other obligation expressed to be assumed by it in this Agreement and such failure is not remedied within thirty days after a notice has been given to the Borrower; or
    (5) external indebtedness in respect of borrowed money of the Borrower (a) is not paid when due or within any applicable grace period specified in any agreement relating thereto or (b) becomes (or becomes capable of being rendered) due and payable prior to its specified maturity; or
    (6) a distress, attachment, execution or other legal process is levied, enforced or sued out, in each case in execution of judgment or pursuant to a right granted by law, on or against the assets of the Borrower and is not discharged or stayed within seven days; or
    (7) at any time the representations of this Agreement cease to be true and accurate in all respects; or
    (8) the Borrower repudiates this Agreement or does or causes to be done any act or thing evidencing an intention to repudiate this Agreement; or
    (9) at any time it is or becomes unlawful for the Borrower to perform any or all of its obligations hereunder,
    then, and in any such case and at any time thereafter, the Lender may by written notice to the Borrower declare the debts under this Agreement to be immediately due and payable (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by the Borrower hereunder).
    Definitions
    For the purposes of this Article, the terms “encumbrance”, “indebtedness” and “external indebtedness” respectively, shall mean as follows:
    an “encumbrance” shall be construed as a reference to a mortgage, charge, pledge, lien or other encumbrance securing any obligation of any person or any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect;
    an “indebtedness” shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
    an “external indebtedness” shall be construed as a reference to indebtedness which is (a) denominated, or which is or may be paid, in a currency other than that of the Republic of Slovenia and/or (b) payable to person domiciled, resident or having its head office or principal place of business outside the Republic of Slovenia.

Article 8

Modification or Amendment

(1) This Agreement may be amended or modified in writing only by mutual consent of both the Lender and the Borrower;
    (2) Amendments or supplements to this Agreement shall be in writing. Information ex- changed between the parties to this Agreement under this Agreement shall be in writing. Representations and information shall be deemed to have been delivered when delivered to the addresses shown below:
    For the Borrower:

Ministry of Finance              Bank of Slovenia
  of the Republic of Slovenia      (as agent)
The Treasury                     Head of International
  – Debt Management Dept.          Department
Zupanciceva 3                    Slovenska 35
1502 Ljubljana                   1000 Ljubljana
Republic of Slovenia             Republic of Slovenia
Telefax: 00 386 61 178 6705      Telefax: 00 386 61 21 55 16
Telefax: /125 7066

For the Lender:

Kuwait Investment                Kuwait Foreign Trading
  Authority                        Contracting
Loans Department                 and Investment Co. (as agent)
P.O. Box 64 Safat                Credit Department
13001 Safat, Kuwait              P.O. Box 5665 Safat
Telefax: 00 965 240 8801         13057 Safat, Kuwait
Telefax: 00 965 240 8801         Telefax: 00965 244 6173

(3) Each party will inform the other in writing, of any changes that may be made in respect of the above addresses.

Article 9

Law and Jurisdiction

This Agreement shall be governed by, and construed in accordance with, English law, unless the parties agree otherwise.
    Each of the parties hereto irrevocably agrees that the courts of England shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocable submits to the jurisdiction of such courts.
    Agent for the service of process in all actions by the Lender against the Borrower shall be the Embassy of the Republic of Slovenia in London.

Article 10

Assignments and Transfers

Benefit of the Agreement
    This Agreement shall be binding upon and enure to the benefit of each party hereto and its successors and assigns.
    Assignments and Transfers by the Borrower
    The Borrower shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder.
    Assignments and Transfers by the Lender
    The Lender may at any time assign all or any of its rights and benefits hereunder.

Article 11

Entry into force

The present Agreement shall enter into force on the date of receipt of the written notification through diplomatic channels by which the Republic of Slovenia informs the Lender that all legal requirements for the entry into force of this Agreement have been fulfilled.
    In witness whereof the undersigned duly authorized, have signed the present Agreement.
    Done at Kuwait, on 19. December 1996, in two originals, in the English language.

for the Government of
    the Republic of Slovenia
    Mitja Gaspari, s.
    Minister of Finance
    Ministry of Finance
    for the Government of
    the State of Kuwait
    Ali A. Rashaid Al Bader, s.
    Managing Director
    Kuwait Investment Authority