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OBJAVLJENO V: Uradni list RS (mednarodne) 6-25/2015, stran 299 DATUM OBJAVE: 13.4.2015
VELJAVNOST: od 29.6.2015 / UPORABA: od 29.6.2015
RS (mednarodne) 6-25/2015
25. Zakon o ratifikaciji Poroštvene pogodbe med Republiko Slovenijo in Evropsko investicijsko banko (EKO SKLAD III) (MPEIBES)
U K A Z
o razglasitvi Zakona o ratifikaciji Poroštvene pogodbe med Republiko Slovenijo in Evropsko investicijsko banko (EKO SKLAD III) (MPEIBES)
Z A K O N
O RATIFIKACIJI POROŠTVENE POGODBE MED REPUBLIKO SLOVENIJO IN EVROPSKO INVESTICIJSKO BANKO (EKO SKLAD III) (MPEIBES)
ECO FUND III
Guarantee Agreement between the Republic
of Slovenia and the European Investment Bank
Luxembourg, 19 March 2014
Ljubljana, 14 May 2014
THIS AGREEMENT IS MADE BETWEEN:
The Republic of Slovenia, acting through the Ministry
of Finance, represented by the Minister of Finance, Mr. Uroš
hereinafter called: the “Guarantor"
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 the Head of Division,
Mr Dominique Courbin, and the Head of Division, Mr Massimo
hereinafter called: the “Bank"
of the second part.
– By an agreement (hereinafter called the "Finance
Contract") signed in Ljubljana on 19 May 2011 between
the Bank and Eko sklad, Slovenski okoljski javni sklad (Eco
Fund), hereinafter called the “Borrower”), the Bank has agreed
to establish in favour of the Borrower a credit in a principal
amount of EUR 50,000,000.00 (fifty million euros) to be used
to co-finance a number of small and medium sized environmental
investments carried out in Slovenia by municipalities,
public and private companies and individual households (hereinafter
called the "Projects" or individually the “Project”).
The supported Projects will focus mainly on energy efficiency
and renewable energy and will moreover target water conservation/
recycling, water supply and wastewater collection
and treatment, and waste management, as more particularly
described in the Technical Description set out in Schedule A.1
of the Finance Contract.
– The obligations of the Bank under the Finance Contract
are conditional upon the execution, delivery by the Guarantor
and continuing operation of a guarantee of performance by the
Borrower of its financial obligations under the Finance Contract
(hereinafter this “Guarantee Agreement”) and the delivery of
a favourable legal opinion thereon.
– Execution of this Guarantee Agreement has been
authorised by the Parliament of the Republic of Slovenia and
a certified English translation of the relevant provisions of the
relevant law is attached hereto as Annex I.
– A duly authorised officer of the Attorney General’s Office
of the Guarantor will issue a legal opinion on this Guarantee
Agreement in the form and substance satisfactory to the Bank
as set out in Annex II, as a condition to disbursement by the
Bank under the Finance Contract.
NOW THEREFORE it is hereby agreed as follows:
The Guarantor declares that it is well acquainted with the
terms, conditions and clauses of the Finance Contract, a copy
of which, as signed by the parties thereto, has been delivered
to the Guarantor by the Bank.
Undertakings by the Guarantor
2.01 The Guarantor, as primary obligor and not merely
as surety, guarantees entirely the full, punctual
and irrevocable performance of all the monetary
obligations of the Borrower to the Bank under the
Finance Contract, including all payments of interest
without any limitation, commissions, incidental
charges and other expenses and all the sums
being due by the Borrower to the Bank under any
provision of the Finance Contract.
2.02 No payment or discharge which may be avoided
under any enactment relating to insolvency, no
payment or discharge made or given which is
subsequently avoided and no release, cancellation
or discharge of this Guarantee Agreement
given or made on the faith of any such payment
shall constitute discharge of the Guarantor under
this Guarantee Agreement or prejudice or affect
the Bank’s right to serve a Demand hereunder
and to recover from the Guarantor to the full
extent of this Guarantee Agreement.
2.03 The Guarantor undertakes to promptly furnish
information to the Bank on legislation or the regulatory
framework affecting the Borrower, which
may have an impact on the implementation of the
Enforcement of guarantee
3.01 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 2.01 of this Guarantee
3.02 The Guarantor hereby waives irrevocably any
objection or exception in law to the total or partial
enforcement of this Guarantee Agreement. It
undertakes to perform its obligations upon first
written demand by the Bank whenever such demand
is made and to pay the sums due without
any limitation, retention or condition, without the
Bank having to furnish any special evidence in
support of its request other than the reason for
the demand under this Guarantee Agreement.
In particular, the Bank is not bound to prove that
it has taken any action against the Borrower; it
is not obliged, prior to the enforcement of this
Guarantee Agreement, to realise securities or to
enforce any other security that the Borrower or a
third party may have constituted.
3.03 The payment by the Guarantor shall fall due on
the tenth (10th) Business Day following that on
which demand is made.
For the purpose of this Guarantee Agreement
“Business Day” means a day on which banks are
open for business in Luxembourg and Ljubljana.
3.04 In the event of the Bank making a demand, the
Guarantor shall have the right to discharge immediately,
under the conditions set out in the
Finance Contract, all the monetary obligations of
the Borrower under the Finance Contract which
are still outstanding at the time of such discharge
(including the indemnity under article 10 of the
When the Guarantor has made a payment to the Bank
and provided the Guarantor has exercised its rights under Article
3.04, it is subrogated, to the extent of such payment, to the
rights and actions relating to the said payment that the Bank
has against the Borrower; this right of subrogation shall not be
invoked to the detriment of the Bank.
5.01 The Guarantor shall inform the Bank forthwith
of any fact or event likely to affect the performance
of its obligations under this Guarantee
5.02 The Guarantor shall notify the Bank of the completion
of the procedures necessary in the Republic
of Slovenia for the entry into force of the
Modification of the Finance Contract
6.01 The Bank may agree to and shall notify the Guarantor
of amendments made to the Finance Contract
which do not increase the amounts payable
by the Borrower thereunder.
6.02 The Bank may grant the Borrower extensions of
time of up to three (3) months in respect of each
repayment of principal or payment of interest and
any other incidental expenses as it sees fit. Any
such extension of time shall be notified to the
6.03 Any modifications in the Finance Contract other
than those referred to in the previous two paragraphs
of this Article 6 shall be submitted for
approval to the Guarantor. The latter may refuse
its approval only if the proposed modifications
are likely to be prejudicial to it in its capacity as
Taxes, Charges and Expenses
Taxes or fiscal charges, legal costs and other expenses
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.
Legal regime of this Guarantee Agreement
8.01 The legal relations between the parties to this
Guarantee Agreement, its formation and validity
shall be governed by the laws of the Grand Duchy
8.02 The place of performance of this Guarantee Agreement
is the head office of the Bank.
8.03 The parties hereto submit to the exclusive jurisdiction
of the Court of Justice of the European
Union and all disputes concerning the Guarantee
Agreement shall be submitted to such court.
The decision of the Court of Justice of the European
Union shall be conclusive and shall be
accepted as such by the parties without restriction
8.04 The parties hereto agree that this Guarantee
Agreement is of a commercial nature and hereby
undertake to waive any immunities, which they
may now or hereafter enjoy in any country from
the jurisdiction of the Court of Justice of the European
8.05 In any legal action arising out of this Guarantee
Agreement the certificate of the Bank as to any
amount due to the Bank under this Guarantee
Agreement shall be prima facie evidence of such
8.06 This Guarantee Agreement shall enter into force
on the date when the Bank issues a written notice
to the Guarantor confirming that the Bank has
received a written notice pursuant to Article 5.02
of this Guarantee Agreement and a legal opinion
issued by a duly authorised officer of the Attorney
General’s Office of the Guarantor in the form and
substance satisfactory to the Bank as set out in
9.01 Notices and other communications given hereunder
shall be sent to the respective address set
– for the Guarantor: Ministry of Finance
– for the Bank: 100 Boulevard Konrad Adenauer
Grand Duchy of Luxembourg.
Each party may, by notice to the other, change its
addresses as set out above.
9.02 Notices and other communications, for which
fixed periods are laid down in this Guarantee
Agreement or which themselves fix periods binding
on the addressee, shall be served by hand
delivery, registered letter, telegram, telex, confirmed
fax or any 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 period.
9.03 The Recitals forms part of this Guarantee Agreement.
The following Annex is attached hereto:
Annex I Certified English translation of the relevant provisions
of the Slovenian Law on the guarantee.
Annex II Template of legal opinion of a duly authorised
officer of the Attorney General’s Office of the Guarantor
on this Guarantee Agreement
IN WITNESS WHEREOF the parties hereto have caused
this Guarantee Agreement to be executed in 3 (three) originals
in the English language.
This Guarantee Agreement has been initialled on behalf
of the Guarantor by Mateja Dolinar, Head of International
Finance Department, and on behalf of the Bank by Edmondo
Perrone, Legal Counsel.
Ljubljana, 14 May 2014
Signed for and on behalf of
REPUBLIC OF SLOVENIA
Uroš Čufer (s)
Luxembourg, 19 March 2014
Signed for and on behalf of
EUROPEAN INVESTMENT BANK
EKO SKLAD III Poroštvena pogodba med Republiko Slovenijo in Evropsko investicijsko banko