GUARANTEE AGREEMENT(SERBIA CARGO ROLLING STOCK RENEWAL) BETWEEN REPUBLIC OF SERBIA AND EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT("Off. Herald of RS - Treaties", No. 1/2023) |
(Operation Number 53274)
Dated 23 November 2022
TABLE OF CONTENTS
ARTICLE I - STANDARD TERMS AND CONDITIONS; DEFINITIONS |
1 |
Section 1.01. Incorporation of Standard Terms and Conditions |
1 |
Section 1.02. Definitions |
1 |
Section 1.03. Interpretation |
2 |
ARTICLE II - GUARANTEE; OTHER OBLIGATIONS |
2 |
Section 2.01. Guarantee |
2 |
Section 2.02. Project Completion |
2 |
Section 2.03. Other Obligations |
2 |
Section 2.04. Effectiveness of the Guarantee |
3 |
ARTICLE III - MISCELLANEOUS |
3 |
Section 3.01. Notices |
3 |
Section 3.02. Legal Opinion |
3 |
AGREEMENT dated 23 November 2022 between the REPUBLIC OF SERBIA (the "Guarantor") and EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank").
WHEREAS, the Guarantor and Borrower have requested assistance from the Bank in the financing of part of the Project;
WHEREAS, pursuant to a loan agreement dated the date hereof between Srbija Kargo a.d. as Borrower and the Bank (the "Loan Agreement" as defined in the Standard Terms and Conditions), the Bank has agreed to make a loan to the Borrower in the amount of EUR 43 million, subject to the terms and conditions set forth or referred to in the Loan Agreement, but only on the condition that the Guarantor guarantees the obligations of the Borrower under the Loan Agreement as provided in this Agreement; and
WHEREAS, the Guarantor, in consideration of the Bank entering into the Loan Agreement with the Borrower, has agreed to guarantee such obligations of the Borrower.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I - STANDARD TERMS AND CONDITIONS; DEFINITIONS
Section 1.01. Incorporation of Standard Terms and Conditions
All of the provisions of the Bank’s Standard Terms and Conditions dated 5 November 2021 are hereby incorporated into and made applicable to this Agreement with the same force and effect as if they were fully set forth herein, subject, however, to the modifications set out in the Loan Agreement (such provisions as so modified are hereinafter called the "Standard Terms and Conditions").
Wherever used in this Agreement (including the Preamble), unless stated otherwise or the context otherwise requires, the terms defined in the Preamble have the respective meanings given to them therein, the terms defined in the Standard Terms and Conditions and the Loan Agreement have the respective meanings given to them therein and the following term has the following meaning:
"Guarantor’s Authorised Representative" means the Minister of Finance of the Guarantor.
In this Agreement, a reference to a specified Article or Section shall, except where stated otherwise in this Agreement, be construed as a reference to that specified Article or Section of this Agreement.
ARTICLE II - GUARANTEE; OTHER OBLIGATIONS
The Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of any and all sums due under the Loan Agreement, whether at stated maturity, by acceleration or otherwise, and the punctual performance of all other obligations of the Borrower, all as set forth in the Loan Agreement.
Section 2.02. Project Completion
Unless the Bank otherwise agrees with the Guarantor, the Guarantor shall:
(a) ensure state budget allocations for coverage of debt service obligations under the Project and undertake to provide the state budget allocations for the Project in a timely manner, so as to ensure punctual debt service;
(b) cause the Borrower to perform all of its obligations under the Loan Agreement; and
(c) implement and cause the Borrower to implement, as applicable, the actions set out in the Corporate Governance Action Plan (including those listed under items 1, 2 and 3 of the CGAP and in particular the adoption of clear and measurable KPIs, to be regularly monitored by the Supervisory Board and reported to the Guarantor) which lie in the purview of the Guarantor as the sole shareholder of the Borrower.
Section 2.03. Other Obligations
The Guarantor shall exempt from taxes (including, without limitation, VAT) and duties (including, without limitation, any customs duties) all goods, works and services (including consultancy services), procured by the Borrower for the Project and financed from the proceeds of the Loan or any technical cooperation funds made available by the Bank.
Section 2.04. Effectiveness of the Guarantee
This Agreement shall become effective in accordance with Article 9.01 of the Standard Terms and Conditions.
ARTICLE III - MISCELLANEOUS
Notices shall meet the language requirements of Section 10.04 of the Standard Terms and Conditions. The following addresses are specified for purposes of Section 10.01 of the Standard Terms and Conditions, except that any notice shall be deemed to be delivered if by hand, mail, or in pdf or similar format by electronic mail:
For the Guarantor:
Ministry of Finance of the Republic of Serbia
20 Kneza Miloša Street
11000 Belgrade
Serbia
Attention: Minister of Finance
Email: kabinet@mfin.gov.rs
For EBRD:
European Bank for Reconstruction and Development
Five Bank Street
London E14
United Kingdom
Attention: Operation Administration Department / Operation No. 53274
Telephone: +44 20 7338 6000
Email: oad@ebrd.com
For purposes of Section 9.03(b) of the Standard Terms and Conditions and in accordance with Section 6.03(b) of the Loan Agreement, the opinion of counsel shall be given on behalf of the Guarantor by the Ministry of Justice.
IN WITNESS WHEREOF the parties hereto, acting through their duly authorised representatives, have caused this Agreement to be signed in four copies in the English language in Belgrade, Republic of Serbia, as of the day and year first above written.
REPUBLIC OF SERBIA
By: ______________________________
Name: Siniša Mali
Title: Deputy Prime Minister and Minister of Finance
EUROPEAN BANK
FOR RECONSTRUCTION AND DEVELOPMENT
By: ______________________________
Name: Matteo Colangeli
Title: Director, Regional Head of Western Balkans