AGREEMENTBETWEEN THE GOVERNMENT OF THE REPUBLIC OF SERBIA AND RONDEX FINANCE, INC. ON THE SETTLEMENT OF THE OUTSTANDING DEBT OF THE REPUBLIC OF SERBIA TO RONDEX FINANCE, INC. FROM THE CLEARING OPERATIONS PERIOD("Off. Herald of RS - Treaties", No. 5/2019) |
The Government of the Republic of Serbia (hereinafter referred to as "the Serbian Party")
and
Rondex Finance, Inc. (hereinafter referred to as "Rondex" and collectively referred to as the "Parties");
Intending to finalize the settlement of the debt owed by the Republic of Serbia to Rondex from the clearing operations period; and,
Having regard to:
the Payment Agreement between the Socialist Federal Republic of Yugoslavia and the Czech and Slovak Federal Republic, signed at Belgrade on February 8th, 1991; and,
the Protocol from the Negotiations on the Solution of the Liquidation Account Balance held between March 23rd and March 26th1992 in Prague, confirmed by the exchange of letters of the Prime Ministers of the Czech and Slovak Federative Republic and of the Federal Republic of Yugoslavia, dated May 7th and May 11th, 1992 (hereinafter referred to as "the 1992 Protocol"); and,
the Agreement between the Governments of the Czech Republic and of the Slovak Republic on Transfer of Governmental Claims towards Foreign States into the Competence of the CR and SR and on Ensuring Internal Financing of Provided Governmental Loans signed at Bratislava on April 7th 1993; and,
the Agreement on Succession Issues, concluded at Vienna on June 29th, 2001, Annex C thereto; and
the Agreement on the Regulation of Membership in International Financial Organization and the Distribution of Financial Assets and Liabilities between the Republic of Serbia and the Republic of Montenegro, signed at Belgrade on July 10th 2006; and,
the Vienna Convention on the Law of Treaties, concluded at Vienna on May 23rd, 1969; and,
the Agreement between the Government of the Republic of Serbia and the Government of the Czech Republic on the Settlement of the Debt of the Republic of Serbia towards the Czech Republic, signed at Prague on December 10 th, 2018; and,
the Assignment Agreement between Československá obchodní banka, a.s. for and on behalf of the Ministry of Finance of the Czech Republic as seller and Rondex Finance, Inc. as purchaser, dated April 7th, 2000; and,
Respecting the fact that Rondex Finance, Inc, is a legal owner of twenty-five percent (25%) of the Czech original portion of the claims of the former Czech and Slovak Federal Republic (hereinafter referred to as "the former CSFR") to the former Socialist Federal Republic of Yugoslavia, and administers, independently and individually, its share in the receivables and liabilities of the former CSFR owed by the Republic of Serbia; and,
Taking into account:
the Minutes (Promemoria) of expert talks between the National Bank of Yugoslavia, Ministry of Finance of the Federal Republic of Yugoslavia, Ministry of Finance of the Slovak Republic, Ministry of Finance of the Czech Republic and the Československá obchodní banka, a.s. (hereinafter referred to as "CSOB") of October 22 nd, 1997; and,
the Agreed Minutes on the Consolidation of the Debt of the Federal Republic of Yugoslavia concluded on December 13th, 2001 between the participating Paris Club creditor countries and the Government of the Federal Republic of Yugoslavia; and,
the Agreed Minutes of the sixth meeting of the Joint Working Group aiming to the settlement of the outstanding debt of the Republic of Serbia towards the Czech Republic signed at Belgrade on June 6th, 2017; and,
the Banking Arrangement between the National Bank of Serbia and the Československá obchodní banka, a.s. (CSOB) signed at Prague on July 17th, 2017 and at Belgrade on July 20th, 2017; and,
the Minutes of the meeting on Financial and Legal Issues related to the outstanding Debt of the Republic of Serbia towards the Rondex Finance, Inc. from the clearing operations period, signed on June 29th, 2018;
Have agreed as follows:
Article 1
1. The Parties confirm that:
a) the original principal of the former Socialist Federal Republic of Yugoslavia (hereinafter referred to as "the former SFRY") debt towards the former CSFR recorded on the Liquidation Clearing Account amounts to 85,970,743.82 Clearing Dollars;
b) the original principal referred to in Paragraph (a)was divided between the Czech Republic and of the Slovak Republic, where the amount of 54,881,926.26 Clearing Dollars belongs to the Czech Republic;
c) on 11 April 2000, the Czech Republic assigned twenty-five percent (25%) of the value of the Czech original part of the former CSFR claim on the former SFRY in the amount of 13,720,481.57 Clearing Dollars to Rondex, c/o Froriep Legal AG, Zurich;
d) the new reconciled balance of the original Liquidation Clearing Account amounts to 72,250,262.25 Clearing Dollars, out of which 41,161,444.69 Clearing Dollars represents seventy-five (75%) share of the original Czech part of the principal amount of the former CSFR claim towards the former SFRY.
2. The Parties agree that the principal debt of the Republic of Serbia towards Rondex amounts to thirty five point seven six five six percent (35.7656%) of the debt of the former SFRY to Rondex, i.e. 4,907,212.56 Clearing Dollars;
3. The Parties agree that the principal referred to in Paragraph 2 of this Article bears the simple interest that shall be calculated on the day count principle 30/360 p. a., with the following rates:
a) fixed interest rate 5.50% shall be applied from November 1 st, 1991 until August 31 st, 2013; and,
b) six month US Dollar Libor interest rate as published by the ICE (Intercontinental Exchange) Benchmark Administration, fixed last working day before the forthcoming six months interest period, shall be applied from September 1 st, 2013 until June 30th, 2017; and,
c) since July 1 st, 2017 the interest shall not be calculated.
4. The final settlement balance between the Republic of Serbia and Rondex, including the simple interest calculated in compliance with Paragraph 3 of this Article with the value date of June 30th, 2017 amounts to 10,918,525.54 Clearing Dollars.
This amount consists of the:
a) principal amount of 4,907,212.56 Clearing Dollars; and
b) interest amount of 6,011,312.98 Clearing Dollars.
5. The Parties agree to convert the amounts defined in Paragraph 4 of this Article applying the rate of exchange of 1 Clearing Dollar = 1 US Dollar, in accordance with the 1992 Protocol, into 10,918,525.54 US Dollars, which constitutes the debt of the Republic of Serbia to Rondex as of June 30th, 2017.
Article 2
1. The Parties agree on the following conditions on the settlement of the debt of the Republic of Serbia towards Rondex:
a) After this Agreement enters into force, the Serbian Party shall repay the debt due to Rondex based on comparable terms to the conditions of the Paris Club of Creditors. The debt of the Republic of Serbia will be settled through a one-time payment calculated at a net present value of the rescheduled debt. Such payment shall be in the amount of 3,266,816.67 US Dollars (three million two hundred sixty-six thousand eight hundred sixteen US Dollars and sixty-seven cents) and shall be made within forty-five (45) calendar days from the entry into force of this Agreement, by transfer of the total amount in a single payment to the account specified in sub-paragraph c) below;
b) The Parties shall instruct their respective banks to provide necessary steps for the technical implementation of this Article;
c) The payment by the Serbian Party to Rondex hereunder shall be made in US Dollars in freely transferable and immediately available funds on the relevant payment date, free of any costs, taxes, levies or charges. The payment by the bank of the Serbian Party to Rondex shall be made in United States Dollars in favour of the account of the legal counsel of Rondex at:
Amount: |
US$ 3,266,816.67 |
Transfer: |
SWIFT |
Payor: |
Republic of Serbia |
Payee: |
Rondex Finance, Inc. |
Beneficiary: |
FRORIEP Legal AG |
|
Bellerivestrasse 201 |
|
8034 Zurich, Switzerland |
Bank: |
Credit Suisse |
|
8070 Zurich |
|
Switzerland |
Account no: |
0835-2567998-82-10 |
Currency: |
United States Dollars |
IBAN no: |
CH5604835256799882010 |
SWIFT: |
CRESCHZZ80A |
Clearing no: |
4835 |
Ref: |
Escrow 1053900/PJM |
Correspondent: |
Bank of New York Mellon, New York |
Swift: |
IRVTUS3NXXX |
If payment shall become due and payable on a Saturday, Sunday or any other day which is not a business day in Serbia such payment shall be made on the next succeeding business day.
2. Upon execution of the payment in the amount specified in Paragraph 1(a) of this Article to the account of FRORIEP Legal AG, the Parties agree that the debt of the Republic of Serbia to Rondex is fully settled and the Republic of Serbia shall have no further liabilities related to the debt defined herein. Rondex confirms that after payment is made to the account of FRORIEP Legal AG specified in Paragraph 1 (c) of this Article, Rondex will not have any subsequent claims against the Republic of Serbia under this Agreement.
3. Unless the Parties otherwise agree in writing signed by both Parties, in the event payment is not made as set out in paragraph 1(a) of this Article within the time frame indicated, no cancellation of debt shall be effected hereunder and the amount owed to Rondex shall remain as set out in sub-paragraph 5 of Article 1 above.
Article 3
Any dispute that may arise between the Parties in connection with the interpretation or implementation of this Agreement shall be resolved by mutual negotiations of the authorized representatives of the Parties.
Article 4
This Agreement shall be governed by the laws of the Republic of Serbia.
Article 5
This Agreement may be amended and supplemented by mutual consent of the Parties. Any amendment or supplement to this Agreement shall be in writing and signed by both Parties.
Article 6
Notices and Other Communications
Notices and other communications given under this Agreement addressed to either party to this Agreement shall be made to the address or facsimile number as set out below, or to such other address or facsimile number as a party previously notifies to the other in writing:
For Rondex:
Attention: FRORIEP Legal AG
Bellerivestrasse 201
8034 Zürich
Switzerland
Tel. +41 44 386 60 00
Facsimile no: +41 44 383 60 50
For the Serbian Party:
Ministry of Finance
20 Kneza Milosa Street
11000 Belgrade, Republic of Serbia
Facsimile no: +381 11 3618 961
Article 7
This Agreement shall enter into force upon confirmation by Rondex to the Serbian Party that it has received a copy of the Official Gazette of the Republic of Serbia publishing the law on ratification of this Agreement by the Parliament of the Republic of Serbia.
Done at …………, on 8 February, 2019, in two originals in the English language.
On behalf of the Government |
|
On behalf of Rondex Finance, Inc |