GUARANTEE AGREEMENT(SRBIJA VOZ REGIONAL DEPOTS) BETWEEN THE REPUBLIC OF SERBIA AND EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT("Off. Herald of RS - Treaties", No. 6/2023) |
(Operation Number 53488)
Dated 27 September 2023
TABLE OF CONTENTS
ARTICLE I - STANDARD TERMS AND CONDITIONS; DEFINITIONS |
1 |
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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 |
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Section 2.01. |
Guarantee |
2 |
Section 2.02. |
Project Completion |
2 |
Section 2.03. |
Other Obligations |
3 |
Section 2.04. |
Effectiveness of the Guarantee |
3 |
ARTICLE III - MISCELLANEOUS |
3 |
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Section 3.01. |
Notices |
3 |
Section 3.02. |
Legal Opinion |
4 |
GUARANTEE AGREEMENT
AGREEMENT dated 27 September 2023 between THE REPUBLIC OF SERBIA (the dated the date hereof between Akcionarsko društvo za železnički prevoz putnika "Guarantor") and THE EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank").
PREAMBLE
WHEREAS, the Guarantor and the Borrower have requested assistance from the Bank in the financing of the Project;
WHEREAS, pursuant to a loan agreement dated the date hereof between Akcionarsko društvo za železnički prevoz putnika "Srbija Voz", Beograd 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 25 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 each of the following terms has the following meaning:
"Guarantor’s Authorised Representative" |
means the Minister of Finance of the Guarantor. |
"PSO" or "Public Service Obligation" |
means the obligation imposed by the relevant Governmental Authority on the Borrower whereby the Borrower is compensated on a periodic basis for financial losses it incurs in operating services and facilities required by the Governmental Authority, which it would not otherwise operate. |
"PSO Compensation" |
means compensation paid by the relevant Governmental Authority to the Borrower for implementation of the PSO. |
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
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
Whenever there is reasonable cause to believe that the funds available to the Borrower will be inadequate to meet the estimated expenditures required for the carrying out of the Project, the Guarantor shall promptly take measures satisfactory to the Bank to provide the Borrower, or cause the Borrower to be provided, with such funds as are needed to meet such expenditures and requirements. 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 timely manner, so as to ensure punctual debt service;
(b) ensure prompt approvals on an annual basis for the PSO Compensation in accordance with the approved methodology;
(c) cause the Borrower to perform all of its obligations under the Loan Agreement; and
(d) implement and cause the Borrower to implement, as applicable, Further Corporate Governance Improvements.
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
Notices shall meet the language requirements of Section 10.04 of the Standard Terms and Conditions and 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: |
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Ministry of Finance of the Republic of Serbia |
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20 Kneza Miloša Street |
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11000 Belgrade |
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The Republic of Serbia |
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Attention: |
Minister of Finance |
Email: |
kabinet@mfin.gov.rs |
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For EBRD: |
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European Bank for Reconstruction and Development |
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5 Bank Street |
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London E14 4BG |
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United Kingdom |
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Attention: |
Operation Administration Department / Operation No. 53488 |
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 6.02(b) of the Loan Agreement, the opinion or opinions of counsel shall be given on behalf of the Guarantor by the Minister 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 and delivered at Belgrade, the Republic of Serbia as of the day and year first above written.
THE REPUBLIC OF SERBIA |
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By: |
______________________________ |
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Name: Ana TRIPOVIĆ |
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Title: State Secretary in the Ministry of Finance |
EUROPEAN BANK |
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FOR RECONSTRUCTION AND DEVELOPMENT |
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By: |
______________________________ |
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Name: MATTEO COLANGELI |
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Title: DIRECTOR, REGIONAL HEAD OF WESTERN BALKANS |