Zakon o ratifikaciji poroštvene pogodbe med Republiko Slovenijo in EUROFIMO za kreditne obveznosti Holdinga Slovenske železnice d.o.o. v višini 74 milijonov EUR (MPSZ74)

between
REPUBLIC OF SLOVENIA, represented by the Ministry of Finance, ("Guarantor")
and
EUROFIMA European Company for the Financing of Railroad Rolling Stock, represented by its duly authorized officers (“Eurofima”)

P r e a m b l e

Eurofima by an equipment financing dated 07. 09. 2004 ("Financing Documents") extends to the Holding Slovenske železnice, d.o.o. ("Borrower") debt financing for purposes of purchase of 20 new locomotives in an amount not exceeding EUR 74’000’000 (seventy-four million Euro).
The terms and conditions of the Financing Documents are known to the Guarantor.

Article 1

1.1 The Guarantor hereby unconditionally and irrevocably guarantees to Eurofima that all payment obligations of the Borrower under the Financing Documents will be duly and promptly fulfilled in the currency owed by the Borrower under the Financing Documents.

1.2 Upon first written request (“Guarantee Request”) of Eurofima stating that Eurofima has requested payment from the Borrower and that the Borrower has not performed its obligations to make payment as and when due, the Guarantor shall immediately and unconditionally pay such requested amounts by transfer thereof in the currency owed by the Borrower to Eurofima’s account as indicated in the Guarantee Request without any set-off of counterclaims or other objections or defences and without any deductions or withholdings.

1.3 The payment obligations of the Guarantor hereunder shall be non accessory, primary and independent obligations of the Guarantor within the meaning of Art. 111 and not a mere surety within the meaning of Art. 492 et seq. of the Swiss Code of Obligations, subject only to the requirements of the Guarantee Request contemplated herein and in particular independent of any legal proceedings or other action instituted by Eurofima against the Borrower or any other security which has been or will be furnished to Eurofima in respect of its claims under the Financing Documents.

Article 2

2.1 Modifications of, or amendments to, the Financing Documents shall not require the consent of the Guarantor. However, the Guarantor shall assume liability for additional payment obligations only if the Guarantor shall have consented to the respective modifications of, or amendments to, the Financing Documents.

2.2 The Guarantor is aware that it is contemplated that the Borrower may with the consent of Eurofima transfer its rights and obligations, or its obligations only, under the Finance Documents to a fully owned or at least majority owned and controlled subsidiary of the Borrower (“Subsidiary”). The Guarantor hereby for all purposes of this Guarantee consents to such transfer and agrees that the Guarantee Agreement shall remain in full force and effect notwithstanding such transfer to a Subsidiary and shall upon any such transfer automatically extend to such Subsidiary and any reference to the Borrower herein shall be construed and read accordingly.

Article 3

3.1 The Guarantor hereby confirms that all authorizations required in the Republic of Slovenia for the conclusion and implementation of the Financing Documents and of this Guarantee Agreement have been duly granted and continue to be in full force and effect. The Guarantor also confirms that this Guarantee Agreement has been duly authorized, signed and executed by itself and constitutes its valid and binding obligations enforceable against itself pursuant to its terms.

3.2 The Guarantor shall notify Eurofima without delay of any events that may endanger the due implementation of the Financing Documents or of this Guarantee Agreement.

3.3 To the extent that the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, sovereign immunity or otherwise) with respect to itself or its property, it irrevocably waives such immunity in respect of its obligations under the Guarantee Agreement.

Article 4

4.1 This Guarantee Agreement shall be governed by the Laws of the Swiss Confederation. Place of performance shall be Basle-City, Switzerland.

4.2 The ordinary courts of Basle-City, Switzerland, shall have exclusive jurisdiction for any dispute under or in relation to this Guarantee Agreement.

4.3 If any of the provisions of this Guarantee Agreement is or becomes legally invalid or incomplete, the validity of the remaining provisions shall not be affected. Any invalid or incomplete provision shall be replaced by a provision consistent with the spirit and purpose of this Guarantee Agreement.

4.4 Request for payment and other statements and notices by Eurofima shall be sent to the following address of the Guarantor:
Republic of Slovenia
Ministry of Finance
Attn: Ms. Tatjana Krume
Župančičeva 3
1502 Ljubljana
Slovenia
Telephone. +386 1 478 6706
Fax: +386 1 478 6705

4.5 This Guarantee Agreement is drawn up in four originals in English. Eurofima shall have two originals, the Guarantor two originals.
Ljubljana, 07. September 2004