Uredba o ratifikaciji Sporazuma med Republiko Slovenijo in Evropsko investicijsko banko za projekt Predor Karavanke (dodatno posojilo)

Luxembourg, 8 June 1995

JU/SMFC/bmp n. 5822
    Dear Sirs,

Karawanken Tunnel Project

(Additional Loan)

Finance Contract

1. We refer to (i) the above mentioned contract (the “Contract”) dated 14 July 1988 between Samoupravna Interesna Skupnost za Ceste Slovenije (“SIS”) as Borrower, ourselves as lender and Ljubljanska Banka d.d. as the Guarantor under the Guarantee Agreement of even date, and (ii) the letter from the Ministry of Finance of the Republic of Slovenia dated 26 April 1994 and addressed to us (the “Letter”). Terms defined in the Contract and not otherwise defined herein shall bear the same meaning in this letter of agreement.
    2. We understand from the Letter that SIS has been wound up and that the Republic of Slovenia has assumed by operation of law all its rights and obligations under the Contract. It is also requested that Ljubljanska Banka d.d. should be released from its guarantee.
    3. With this letter of agreement it is acknowledged that the Republic of Slovenia has assumed and is entitled to all the rights and benefits and has assumed and is bound by all the obligations and liabilities expressed to be assumed by SIS under the Contract.
    Without limitation, the Republic of Slovenia hereby confirms that it is fully liable to the Bank for all sums of whatsoever nature expressed to be due or to become due to the Bank and for the performance of each and every obligation expressed to be undertaken by SIS.
    The term “Borrower” as defined in the Contract shall be thereafter construed accordingly.
    4. Without limitation, the Republic of Slovenia hereby undertakes that it shall immediately inform the Bank of:
    (a) any alteration to its Law and Regulations which is important for this contractual relationship;
    (b) any decision made by it, any fact which obliges it or any demand made to it to prepay any loan originally granted for a term exceeding five years;
    (c) any intervention to create any security interest over any of its assets in favour of any party;
    (d) any fact or event which might prevent the fulfilment of any obligation undertaken by the Republic of Slovenia pursuant to this letter of agreement.
    5. The Bank shall issue a letter of release and discharge of Ljubljanska Banka from all its obligations due under the Guarantee Agreement after having received the following documents:
    5.1 an original of this letter of agreement duly countersigned by the representatives of the Republic of Slovenia;
    5.2 a legal opinion, in a form satisfactory in the opinion of the Bank, issued by the Principal Legal Counsel to the Government of the Republic of Slovenia, stating that under the laws of the Republic of Slovenia:
    – the Contract and this letter of agreement are in full force and effect and that all the obligations of the Republic of Slovenia are valid and binding upon it and enforceable in accordance with their terms; and
    – consequently, nothing herein contravenes or limits the rights of the Bank to receive punctual and effective payment by the same of any sum due for principal, interest or other charges under the Contract and this letter of agreement.
    6. The legal relationship arising from this letter of agreement shall be governed by and construed in accordance with French law.
    The place of performance of all obligations arising pursuant to this letter of agreement is the head office of the Bank.
    All disputes concerning the legal relationship arising from this letter of agreement shall be submitted to the Court of Justice of the European Communities.
    The Republic of Slovenia hereby waives any immunity from or right to object to the jurisdiction of that Court. A decision of the Court given shall be conclusive and binding on the parties without restriction or reservation.
    7. Notices and other communications given hereunder shall be sent to the respective address set out below except that notices to the Republic of Slovenia relating to litigation whether pending or threatened shall be sent to the address mentioned under 2) below where the Republic of Slovenia elects domicile:

Each party to this letter of agreement 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 Communities.
    8. Save for what provided by this letter of agreement all the provisions of the Contract shall continue to remain in full force and effect.
    Please signify your acceptance to the terms of this letter of agreement by returning a copy of it duly countersigned by the representatives of the Republic of Slovenia.
    Yours faithfully,

We hereby acknowledge receipt of your letter of agreement dated 8 June 1995 of which the attached is a true copy and agree to its terms.

Ljubljana, October 10, 1996