2. člen MFPEIB

Finančna pogodba se v izvirniku v angleškem jeziku in v prevodu v slovenskem jeziku glasi:* text="EUROPEAN INVESTMENT BANK FI Nº SLOVENIA – ZIROVSKI VRH PROJECT" Ljubljana, 8.7. 2002 Luxembourg,17.7. 2002 THIS CONTRACT IS MADE BETWEEN: The Republic of Slovenia, acting through the Ministry of Finance, represented by Mr. Anton Rop, Minister of Finance, hereinafter called: “the Borrower”, 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 Mr. Ewald Nowotny, Vice-President, hereinafter called: “the Bank” of the second part. WHEREAS: – The Council of the European Union invited the Bank to propose a substantial pre-accession support facility to the countries of Central and Eastern Europe, which have applied, to the European Union with a view to adhering to it. – The Board of Governors of the Bank has taken note of this decision and authorised the granting of loans from its own resources to these countries. – A Framework Agreement concerning the financial cooperation between the Bank and Slovenia (hereinafter the Framework Agreement) was signed by Slovenia on 1 December 1997 and by the Bank on 15 December 1997. – The Borrower proposes to undertake a project (hereinafter called “the Project”) comprising the continuing and completion of the decommissioning of the former uranium mine at Zirovski Vrh, as more particularly described in the technical description set out in Schedule A hereto (hereinafter called the “Technical Description”). – The total cost of the Project, as estimated by the Bank, is EUR 62.3 million (sixty two point three million euro) including contingencies and interest during construction and is to be financed as follows: text="  EUR million equivalent Own funds 42,3   In order to complete the financing the Borrower has requested from the Bank a loan in an amount equivalent to EUR 20,0 Total 62,3" – the Bank, being satisfied that the financing of the Project comes within the scope of its functions and having regard to the matters recited above, has decided to give effect to the Borrower’s request for a loan in an amount equivalent to EUR 20 million. – The Parliament of the Republic of Slovenia adopted and ratified a law allowing the Borrower to enter into this Agreement and has authorised Mr. Anton Rop to sign this Finance Contract on its behalf (Annex I). – References herein to Articles, Paragraphs, Sub-paragraphs, Recitals, Schedules and Annexes are references respectively to articles, paragraphs, sub-paragraphs of, and recitals, schedules and annexes to, this contract. NOW THEREFORE it is hereby agreed as follows: 1.01 Amount of Credit By this contract the Bank establishes in favour of the Borrower, and the Borrower accepts, a credit (hereinafter the “Credit”) in an amount equivalent to EUR 20 000 000 (twenty million euro), for the sole purpose of part financing certain components of the Project as indicated in Schedule A. 1.02 Disbursement Procedures A. The Credit shall be disbursed, subject to the conditions of Paragraph 1.04, in up to 5 tranches (hereinafter called “Tranches” or, individually, a “Tranche”) which shall each be in an amount which is at least equivalent to EUR 4 million (four million euro), save for the last disbursement, and shall not exceed the equivalent of EUR 10 million (ten million euro). B. Disbursement of each Tranche shall be subject to receipt by the Bank of a written request (a “Request”) from the Borrower, signed by a duly authorised officer, specifying: (a) the amount of the Tranche in euro requested for disbursement under the Tranche; (b) the currency in which the Borrower prefers the Tranche to be disbursed, being a currency referred to in Paragraph 1.03; (c) whether the Tranche is to bear a fixed rate of interest (such a Tranche being referred to as “Fixed-Rate Tranche”) or a variable rate of interest (such a Tranche being referred to as “Variable-Rate Tranche”), provided, however, that disbursements under all Variable-Rate Tranches shall not be executed in more than three currencies in total; (d) the interest rate, if any such rate was previously indicated by the Bank without commitment, as being applicable to the Tranche during its lifetime; and (e) the preferred date for disbursement, it being understood that the Bank may disburse any Tranche up to four calendar months from the date of the relevant Request. No Request may be made later than 15 September 2006. Subject to the proviso to Sub-paragraph 1.02C, each Request is irrevocable. C. Between 10 and 15 days before the date of disbursement the Bank shall, if the Request conforms to Paragraph 1.02A and B, and subject to Paragraph 1.04 and 1.07, deliver to the Borrower a notice (hereinafter a “Disbursement Notice”) which shall: (a) confirm the amount and currency to be disbursed under the Tranche as specified in the Request; (b) specify the interest rate determined pursuant to Sub-paragraph 3.01 A or during the first Reference Period pursuant to Sub-paragraph 3.01B, as the case may be; and (c) specify the date of disbursement of the Tranche. Provided that if the interest rate specified in the Disbursement Notice exceeds the relevant rate previously indicated by the Bank and stated in the Request, or if any other element stated in the Disbursement Notice does not conform to the Request, the Borrower may within three days on which the Bank is open in Luxembourg following receipt of the Disbursement Notice revoke the Request by notice to the Bank and thereupon the Request and the Disbursement Notice shall be of no effect. D. Disbursement of any Tranche shall be made to such Bank account in the name of the Borrower as the Borrower shall specify in a notification to the Bank, signed by a duly authorised officer of the Borrower, not less than eight days before the date of disbursement, provided that no more than one account may be specified for each Tranche. 1.03 Currency of Disbursement Subject to availability, the Bank shall disburse each Tranche in the currency for which the Borrower has expressed a preference. Each currency of disbursement shall be the euro, a currency of one of the Member States of the Bank not participating in the third stage of EMU or any other currency, which is widely traded on the principal foreign exchange markets. For the calculation of the sums to be disbursed in currencies other than euro, the Bank shall apply the reference exchange rates computed and published by the European Central Bank in Frankfurt, or failing which the exchange rates prevailing on any other financial market chosen by the Bank, on such day within fifteen days before the date of disbursement as the Bank shall decide. 1.04 Conditions of Disbursement A. The disbursement of the first Tranche pursuant to Paragraph 1.02 shall be subject to the fulfilment of the following conditions to the satisfaction of the Bank, namely that before the date of the Request: (a) The Attorney General of to the Borrower shall have issued a favourable legal opinion in the English language substantially in the form attached hereto as Annex II on the due execution of this contract by the Borrower and on the relevant documentation in terms acceptable to the Bank; (b) the Bank shall have received an English translation of the Law on Ratification adopted by the Parliament of the Republic of Slovenia allowing the Borrower to enter into this contract; (c) all necessary exchange control consents, if any, shall have been obtained to permit the Borrower to receive disbursements hereunder, to repay the loan and to pay interest and all other amounts due hereunder; such consents must extend to the opening and maintenance of the account to which the Borrower directs the Bank to disburse the Credit; (d) the Borrower shall have taken all action necessary to ensure that interest and all other payments due to the Bank hereunder are made without deduction or withholding of any tax, levies and other imposts of any nature whatsoever legally due in the Republic of Slovenia; (e) the Borrower shall have furnished to the Bank evidence of the authority of the person or persons authorised to sign Requests and the authenticated specimen signature of such person or persons; and (f) the Bank shall have received confirmation from the Borrower that the relevant authorities have delivered appropriate and necessary final planning and environmental approvals for the Project; If a Request for the disbursement of the first Tranche is made before receipt by the Bank of evidence satisfactory to it, that such conditions have been fulfilled, such Request shall be deemed to have been received by the Bank on the date the conditions shall have been completed. B. Disbursement of each subsequent Tranche shall be further subject to the Bank’s receipt, before the date of the relevant Request, of (i) confirmation from the Borrower that all environmental approvals for the Project are still valid and that no change in the environmental situation has occurred in relation to the report issued by the Initial EU-Consultant and (ii) documentary evidence satisfactory to it that the Borrower has expended or will expend, within six months from the date of the Request, on those components of the Project to be part-financed by the Bank as set out in Schedule A hereto, an amount at least equal to the amount of the disbursement requested hereunder. The Bank will disburse up to the extent of 100% of such expenditures (net of taxes and import duties) within the limits of the overall credit. Any disbursement of a Tranche which finances expenditure in advance, shall be subject to receipt, within six months, of evidence satisfactory to the Bank that any amount disbursed under the relevant Tranche has been duly expended on the Project. Each disbursement of a Tranche shall be subject to the Bank being satisfied at all times that sufficient other funds continue to be available to the Borrower so as to ensure the timely completion and implementation of the Project, in accordance with the Technical Description. The disbursement of the last Tranche shall, furthermore, be subject to the Borrower’s nomination of an institutional entity, acceptable to the Bank, being responsible for the monitoring and maintenance of the Project site after the Project has been completed. If any part of the evidence furnished by the Borrower is not satisfactory to the Bank, the Bank may disburse proportionately less than the amount requested. C. For the calculation of the euro equivalent of sums expended pursuant to this Paragraph 1.04 the Bank shall apply the exchange rate referred to in Paragraph 1.03. 1.05 Deferment Commission If disbursement of any Tranche is deferred at the request of the Borrower (with the consent of the Bank), the Borrower shall pay deferment commission on the undisbursed portion of the Tranche at an annual rate of 1%, calculated from the originally specified disbursement date to the actual disbursement date or, if the Tranche is not (wholly) disbursed, to the date of annulment or cancellation of that Tranche. The Bank must receive the request for deferral at least eight days before the original disbursement date. Such commission shall accrue from day to day and shall be payable on each date specified in Paragraph 5.03. 1.06 Annulment of Credit If the cost of the Project should fall short of the figure stated in the Recitals, the Bank may, by notice to the Borrower, annul the Credit in proportion to the shortfall. The Borrower may at any time, by notice to the Bank, in whole or in part annul any undisbursed portion of the Credit. If the Borrower annuls any Tranche for which the relevant Request made by the Borrower has not been revoked pursuant to the proviso of Sub-paragraph 1.02C, it shall pay a commission calculated on the amount annulled at a flat rate equal to half the rate of interest specified in the relevant Disbursement Notice. Such commission shall be payable in addition to any commission payable under Paragraph 1.05. The Bank may at any time after 15 September 2006, by notice to the Borrower, in whole or in part annul any undisbursed portion of the Credit, which is not then the subject of a Request. 1.07 Cancellation and Suspension of Credit The Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit at any time and with immediate effect: (a) Following the occurrence of any event mentioned in Sub-paragraph 10.01(A) or (B); or (b) if exceptional circumstances shall arise which adversely affect the Bank’s access to national or international capital markets. Alternatively, if the Bank is of the opinion that a situation described in case (a) or (b) has arisen and is temporary, it may by notice to the Borrower suspend the undisbursed portion of the Credit. In such case, the suspension shall continue until, following the issue of a further Request, the Bank is again in a position to issue a Disbursement Notice. However, the Bank shall not be entitled to cancel or suspend, on grounds of case (b), any Tranche which has been the subject of a Disbursement Notice. The Credit shall be considered as cancelled if the Bank demands repayment under Article 10. If the Credit is cancelled other than by reason of the circumstances mentioned under case (b) above, the Borrower shall pay commission on the cancelled amount at an annual rate of 0.75% calculated from the date of the relevant Request to the date of cancellation. Such commission shall be payable in addition to any commission payable under Paragraph 1.05. 1.08 Currency of Commissions Commissions due from the Borrower to the Bank under this Article 1 shall be calculated and payable in euro. 2.01 Amount of the Loan The loan (hereinafter called the “Loan”) shall comprise the aggregate of the amounts in the currencies disbursed by the Bank, as notified by the Bank upon the occasion of the disbursement of each Tranche. 2.02 Currency of Repayments Each repayment of a Tranche under Article 4 or, as the case may be, Article 10 shall be effected in the currency disbursed under that Tranche. 2.03 Currency of Interest and Other Charges Interest and other charges payable on, or in respect of a Tranche under Articles 3, 4 or, where applicable, Article 10 shall be calculated and be payable in the currency in which such Tranche is repayable. Any other payment shall be made in the currency specified by the Bank having regard to the currency of the expenditure to be reimbursed by means of that payment. 2.04 Notification by the Bank After disbursement of each Tranche, the Bank shall deliver to the Borrower a summary statement showing the amount, currency, disbursement date, repayment schedule and interest rate of and for that Tranche. 3.01 Rate of Interest A. The outstanding balance of any Fixed-Rate Tranche shall bear interest at the rate specified in the Disbursement Notice relative thereto, which rate shall be the interest rate applicable at the date of issue of the Disbursement Notice to loans denominated in the relevant currency and granted by the Bank to its borrowers on the same repayment terms and on the same terms for the payment of interest as the Tranche in question. Interest on any Fixed-Rate Tranche shall be payable semi-annually in arrears on the dates specified in Paragraph 5.03 for Fixed-Rate-Tranches, commencing on the first such date following the date of disbursement of that Tranche. B. The interest rate applicable to the amount outstanding under any Variable-Rate Tranche shall be the Interest Rate from time to time applicable to each Reference Period pursuant to the following definitions. For the purpose hereof: (a) the “Interest Rate”: (i) shall be the interest rate determined by the Bank for each successive Reference Period in accordance with procedures from time to time laid down by its board of directors in relation to loans granted by it at variable interest rates and financed out of Relevant Resources, provided, however that it shall not exceed by more than 0.25% (25 basis points) the three-month interest rate offered in the principal interbank market of the relevant currency (for the US Dollar in the London interbank market and for the euro in the euro-zone interbank market), as chosen by the Bank; (ii) shall be the flat Interbank Rate, if the date of disbursement of the Variable-Rate Tranche is not a date of commencement of a Reference Period and for the duration only of the first interest period; and (iii) shall be notified as such by the Bank to the Borrower within ten days following the date of commencement of the Reference Period to which it applies; (b) “Interbank Rate” means: (i) in respect of any interest period of one month or more, the rate of interest for interbank deposits of a period being the number of whole months corresponding to the duration of such interest period; and (ii) in respect of any interest period of less than a month, the rate of interest for interbank deposits for a period of one month, offered in the principal interbank market of the relevant currency (for the US Dollar in the London interbank market and for the euro in the euro-zone interbank market), as chosen by the Bank; (c) “Reference Period” means a period of three months, commencing on 15 March, 15 June, 15 September or 15 December of any year, save that the first Reference Period shall commence on the date of the disbursement of the Tranche in question; and (d) “Relevant Resources” means borrowings and other resources denominated in the currencies referred to in Paragraph 1.03 and raised on such markets as the Bank may from time to time select for the purpose of funding loans made by it in such currencies and at variable interest rates. Interest on any Variable Rate Tranche shall be payable quarterly in arrears on the dates specified in Paragraph 5.03 for Variable-Rate Tranches, commencing on the first such date following the date of disbursement of that Tranche. 3.02 Interest on Overdue Sums Without prejudice to Article 10 and by way of exception to Paragraph 3.01, interest shall accrue from day to day on any overdue sum payable under the terms of this contract in any currency, from its due date to the date of its payment, at a rate equal to the higher of: (a) the sum of: (i) 0.25% (25 basis points); and (ii) the rate from time to time applicable under Paragraph 3.01 to the Tranche to which such overdue sum is connected; and (b) the sum of: (i) the rate of interest for interbank deposits for a period of one month offered in the principal interbank market of the relevant currency (for the US Dollar in the London interbank market and for the euro in the euro-zone interbank market), as chosen by the Bank; and (ii) 2% (200 basis points) per annum. For the purposes of this Indent (b), the interest periods of reference shall consist of successive periods of one month, commencing on the due date of the overdue sum. Such interest shall be payable in the same currency as the overdue sum on which it accrues. 4.01 Normal Repayment The Borrower shall repay the Loan in accordance with the amortisation table set out in Schedule B. 4.02 Voluntary Prepayment A. Fixed-Rate Tranches (i) The Borrower may prepay all or part of any Fixed-Rate Tranche, upon giving written notice (hereinafter a “Prepayment Notice”) specifying the amount (the “Prepayment Amount”) to be prepaid and the proposed date of prepayment (the “Prepayment Date”), which shall be a date specified in Paragraph 5.03 (each a “Payment Date”). The Prepayment Notice shall be delivered to the Bank at least one month prior to the Prepayment Date. Prepayment shall be subject to the payment by the Borrower of the compensation, if any, due to the Bank in accordance with the provisions of Indents (ii) and (iii) below. (ii) The amount of compensation due on the Tranche shall be the amount of the shortfall in interest incurred by the Bank in respect of each half-year ending on successive Payment Dates falling after the Prepayment Date calculated in the manner stated in the following Sub-paragraph and discounted in accordance with indent (iii). The amount of the shortfall shall be calculated as the amount by which: (x) the interest that would have been payable during that half-year on the prepaid part of the Tranche exceeds (y) the interest which would have been so payable during that half-year if calculated at the Reference Rate; for which purpose the “Reference Rate” means the rate of interest (reduced by 15 (fifteen) basis points) which the Bank determines on the date falling one month prior to the Prepayment Date to be the standard rate for loan quoted by the Bank in the relevant currency, having the same financial characteristics as the loan, in particular the same periodicity for the payment of interest, the same remaining life to maturity and the same type of repayment profile. (iii) Each amount so calculated shall be discounted to the Prepayment Date by applying a discount rate equal to the rate determined pursuant to Indent (y) of Indent (ii). (iv) The Bank shall give notice to the Borrower of the compensation due or, as the case may be, of the absence of compensation. If by 5 p.m. Luxembourg time on the date of the notification the Borrower fails to confirm its intention to effect the prepayment on the terms notified by the Bank, the Prepayment Notice shall be of no effect. Save as aforesaid, the Borrower shall be obliged to effect payment in accordance with the Prepayment Notice, together with accrued interest on the Prepayment Amount as well as any sum due under this Sub-paragraph 4.02A. B. Variable-Rate Tranches The Borrower may prepay any Variable-Rate Tranche together with accrued interest, on the date of the expiry of any Reference Period. Prepayment may be effected without penalty and subject to thirty days’ prior written notice to the Bank. The notice shall be irrevocable. 4.03 Compulsory Prepayment A. If the Borrower voluntarily prepays a part or the whole of any other loan originally contracted for a term of more than five years, the Bank may demand prepayment of such proportion of the amount of the Loan then outstanding as the prepaid sum bears to the aggregate outstanding amount of all such loans. The Bank shall address its demand, if any, to the Borrower within four weeks of receipt of the relevant notice under Paragraph 8.02(a). Any sum demanded by the Bank shall be paid, together with accrued interest, on the date indicated by the Bank, which date shall not precede the date of prepayment of the other loan. Prepayment of a loan by means of a new loan having a term at least as long as the unexpired term of the loan prepaid shall not be considered to be a prepayment. B. If the total cost of the Project should fall significantly short of the figure stated in the Recitals, the Bank may in proportion to the shortfall demand prepayment of the Loan. C. In case of any prepayment due under this Paragraph 4.03 the Borrower may select which Tranche or Tranches are to be prepaid. 4.04 General Provisions regarding Prepayment under Article 4 In case of partial prepayment of a Tranche, each amount prepaid shall be applied pro rata in reduction of each outstanding instalment. This Article 4 shall not prejudice Article 10. 5.01 Place of Payment Each sum payable by the Borrower under this contract shall be paid to the respective account notified by the Bank to the Borrower. The Bank shall indicate the account not less than fifteen days before the due date for the first payment by the Borrower and shall notify any change of account not less than fifteen days before the date of the first payment to which the change applies. This period of notice does not apply in the case of payment under Article 10. 5.02 Calculation of Payments relating to a Fraction of a Year Any amount due by way of interest, commission or otherwise from the Borrower under this contract, and calculated in respect of any fraction of a year, shall be calculated on the basis of a year of three hundred and sixty days and (a) in respect of Fixed Rate Tranches, a month of thirty days; or (b) in respect of Variable Rate Tranches the number of days elapsed; or 5.03 Dates of Payment In respect of Variable-Rate Tranches, sums due quarterly under this contract are payable to the Bank on the 15 March, 15 June, 15 September and 15 December in each year and sums due semi annually are payable to the Bank on the 15 March and the 15 September in each year. Sums due semi annually under this contract in respect of Fixed-Rate Tranches are payable to the Bank on the 15 March and the 15 September in each year. Any payment due on a Day which is not a Business Day shall be payable on the next succeeding day which is a Business Day. “Business Day” means a day on which banks are open for business in the financial centre of the country whose national currency is the currency of the amount due provided that, in the case of the euro, Business Day means a day on which credit or transfer instructions in euro are processed through the euro settlement system entitled Trans-European Automated Real-Time Gross Express Transfer System (“TARGET”). Other sums due hereunder are payable within seven days of receipt by the Borrower of the demand made by the Bank. A sum due from the Borrower shall be deemed paid when it is received by the Bank. 6.01 Use of Loan and other Funds The Borrower shall use the proceeds of the Loan and the other funds mentioned in the financing plan described in the Recitals exclusively for the execution of awarded contracts covering the components under 3, 4 and 5 with respect to the Project as described in Schedule A. 6.02 Completion of the Project The Borrower undertakes to carry out the Project in accordance with, and to complete it by the date specified in, the Technical Description, in accordance with European Union standards related to environmental and radiation protection, as they may be amended or modified. 6.03 Increased Cost of the Project If the cost of the Project exceeds the estimated figure set out in the Recitals, the Borrower shall obtain the finance to fund the excess cost without recourse to the Bank, so as to enable the Borrower to complete the Project in accordance with the Technical Description. The Borrower’s plans for funding the excess cost shall be communicated to the Bank without delay. 6.04 Tendering Procedure The Borrower undertakes to purchase goods, procure services and order works for the Project, so far as appropriate and to the satisfaction of the Bank, by international tender open to nationals of all countries on equal terms. The tender documents shall be translated into English and reviewed by the Bank. The invitation to prequalify for tenders shall be published in the Official Journal of the European Community. 6.05 Insurance So long as the Loan is outstanding, the Borrower shall appropriately insure all works and property forming part of the Project in accordance with normal practice for similar works of public interest in the territory of Slovenia, including third party liability coverage. 6.06 Maintenance So long as the Loan is outstanding, the Borrower shall ensure that all property forming part of the Project is maintained, repaired, overhauled and renewed as required to keep it in good order in particular with regard to environment, radiation and geotechnics. 6.07 Operation of the Project So long as the Loan is outstanding, the Borrower shall ensure that it either directly or indirectly will, unless the Bank shall have consented otherwise in writing, retain ownership of the Project and ensures that the assets comprised in the Project are replaced and renewed as appropriate and that the Project is maintained in substantially continuous operation in accordance with its original purpose. The Bank may withhold its consent only where the proposed action would prejudice the Bank’s interests as lender to the Borrower or would render the Project ineligible for financing by the Bank. 6.08 Auditing of Accounts The Borrower undertakes to maintain financial and accounting records and documents to the satisfaction of the Bank. 6.09 Technical Assistence The Borrower undertakes to engage a consultant, of international repute, familiar with the relevant regulations of and their implementation within the EU, satisfactory to the Bank for monitoring the progress of the Project with particular emphasis on, but not limited to, environmental, radiation and geotechnical issues, and cost-effectiveness, as well as the Project’s compliance with the relevant EU standards (herein referred to as “EU-Consultant”). The EU-Consultant will establish an annual monitoring report as long as the Project is on-going and a final report no later than six months after completion. 6.10 Environmental Covenants So long as the Loan is outstanding, the Borrower shall carry out: (a) its activities in conformity with its by-laws and laws related to environmental protection which may be applicable to the Borrower’s activity and with European Union standards related to environmental and radiation protection, as they may be amended or modified and shall secure and maintain all necessary governmental authorisations applicable thereto; and (b) all maintenance and rehabilitation works as well as policies mitigating environmental and radiation impact which may be necessary for the Project in conformity with good practice and the laws referred to in section (a) of this Paragraph 6.10 and shall carry out all maintenance and rehabilitation works on the Project facilities which may be required by the competent authorities under said laws. 6.11 Remediation Measures The Borrower undertakes to carry out all remediation measures in such a way, that: (a) the protection of the environment will be assured by respecting the authorised limits during the perpetual lifetime as set out by the regulations mentioned in Paragraph 6.10 (including but not limited to regular monitoring, maintenance and potentially repairs of the implemented measures); (b) the authorised limits for the Borst tailings disposal site, the Jazbec mine waste stockpile and the underground mine will not be exceeded in case of an earthquake of maximum intensity; and (c) national law, particular authorised limits for the uranium mine of Zirovski Vrh, and European legislation and regulations are respected. 6.12 Indemnification In case the Bank is subject to any claim raised by any third party and based on circumstances derived from the implementation of, or arising in connection with the Project, it shall promptly inform the Borrower. After having consulted with the Borrower regarding such claim and its factual and legal circumstances, the Bank may decide in its sole discretion on the steps to be taken to protect its interests. The Borrower unconditionally undertakes to fully indemnify the Bank for all liabilities accruing to the Bank from such third party claim including but not limited to damages, judgments, executions and demands. Furthermore, the Borrower undertakes to support the Bank’s position in any such case by all reasonable means, which may prove necessary, including joining the Bank in any court or arbitral proceedings. 7.01 Additional Security If the Borrower grants to a third party any security interest over any of its assets for the performance of any of the Borrower external indebtedness or any preference or priority in respect thereof, it shall, if so required by the Bank, provide equivalent security interest to the Bank for the performance of its obligations under this contract or grant the Bank equivalent preference or priority. The Borrower represents that no such security interest, preference or priority presently exists. 8.01 Information concerning the Project The Borrower shall: (a) deliver to the Bank in the English language or with English translation, (i) by 30 June 2002 and subsequently at half-yearly intervals until the Project is completed and thereafter till the Loan is repaid a report on the implementation of the Project or on its status after completion, as the case may be, satisfactory to the Bank; (ii) six months after the completion of the Project, a Project completion report satisfactory to the Bank; and (iii) from time to time, any such further document or information concerning the financing, implementation and operation of the Project as the Bank may reasonably require; (b) submit for the approval of the Bank without delay any material change to the general plans, timetable or expenditure programme for the Project, by relation to the disclosures made to the Bank prior to the signing of this contract; (c) inform the Bank in good time of any situation, which requires the consent of the Bank under Paragraph 6.07; (d) inform the Bank immediately of (i) any fact or event known to the Borrower, which might substantially prejudice or affect the conditions of execution or operation of the Project; and (ii) of any environmental irregularity such as exceeding emission limits as set out by the regulations mention in Paragraph 6.10, or generally jeopardizing the health of people or nature, or of any geotechnical changes, which might have an impact on the Project; (e) make available to the Bank the EU Consultant’s annual reports issued in accordance with Paragraph 6.09. 8.02 Information concerning the Borrower The Borrower shall inform the Bank in English language: (a) immediately of any decision made by it for any reason or of any fact, which obliges it, or any demand made to it to prepay any loan originally granted for a term exceeding five years; (b) immediately of any intention on its part to create any security interest over any of its assets in favour of a third party; (c) generally of any fact or event which might prevent the fulfilment of any obligation of the Borrower under this contract. 8.03 Visits The Borrower shall permit and shall cause any relevant third party to permit, persons designated by the Bank to visit the sites, installations and works comprising the Project and to conduct such checks as they may wish, and shall provide them, or ensure that they are provided, with all necessary assistance for this purpose. 9.01 Taxes, Duties and Fees The Borrower shall pay all taxes, duties, fees and other impositions of whatsoever nature including stamp duty and registration fees, arising out of the execution or implementation of this contract or any related document and in the creation of any security for the Loan. The Borrower shall pay all principal, interest, commission and other amounts due under this contract gross without deduction of any national or local impositions whatsoever; provided that, if the Borrower is obliged by law to make any such deduction, it will gross up the payment to the Bank so that after deduction, the net amount received by the Bank is equivalent to the sum due. 9.02 Other Charges The Borrower shall bear any professional, banking, transfer or exchange costs incurred in the execution or implementation of this contract or related document and in the creation of any security for the Loan. 10.01 Right to demand Repayment The Borrower shall repay the Loan or any part thereof forthwith upon demand being made therefor by the Bank: (A) immediately: (a) if any material information or document given to the Bank by or on behalf of the Borrower in connection with the negotiation of this contract or during its lifetime proves to have been incorrect in any material particular; (b) if the Borrower fails on due date to repay any part of the Loan, to pay interest thereon or to make any other payment to the Bank as herein provided; (c) if, following any default in relation thereto, the Borrower is required to prepay any loan or other financial indebtedness; (d) (i) if any distress, execution, sequestration or other process is levied or enforced upon or sued out against any property forming part of the Project and is not discharged or stayed within fourteen days; or (ii) generally if any event occurs which is likely to jeopardise the servicing of the Loan or adversely affect any security therefor; (e) if the Borrower is liable, by reason of any default, to be required to effect immediate prepayment of any loan granted by the Bank from the resources of the Bank or of the European Community; (f) if environmental effects of whatever kind occur which would in the opinion of the Bank jeopardize the health of people or nature or would endanger the completion or implementation of the Project; or (B) upon expiry of a reasonable period of time specified in a notice served by the Bank on the Borrower, without the matter being remedied to the satisfaction of the Bank: (a) if the Borrower fails to comply with any obligation under this contract other than one mentioned in Sub-paragraph 10.01(A) Indent (b); (b) if any obligation assumed by the Borrower as stated in the Framework Agreement ceases to be fulfilled as regards any loan made to any Borrower in Slovenia from the resources of the Bank or of the European Community; or (c) if any material fact stated in the Recitals substantially alters and if the alteration either prejudices the interests of the Bank as lender to the Borrower or adversely affects the implementation or operation of the Project. 10.02 Other Rights at Law Paragraph 10.01 shall not restrict any other right of the Bank at law to demand repayment of the Loan. 10.03 Damages In case of Fixed-Rate Tranches: In case of demand under Paragraph 10.01, the Borrower shall pay to the Bank a sum calculated as at the date of demand, as the greater of: (a) a sum calculated according to the provisions of Sub-paragraph 4.02A Indents (ii) and (iii) as applied to the sum which has become due and payable, and with effect from the due date specified in the Bank’s notice of demand; and (b) an amount calculated at the annual rate of 0.25% from the date of the demand to the respective date on which each instalment of the amount demanded would have been repayable under Schedule B but for the making of the demand. In case of Variable-Rate Tranches: In case of demand for prepayment under Paragraph 10.01, the Borrower shall pay to the Bank a sum calculated as at the date of the demand at an annual rate of 0.25% from the date of the demand to the respective date on which each instalment of the amount demanded would have been repayable under Schedule B but for the making of the demand. 10.04 Non Waiver No failure or delay by the Bank in exercising any of its rights under this Article 10 shall be construed as a waiver of such right. 10.05 Application of Sums Received Sums received following a demand under Article 10 shall be applied first in payment of damages, commission and interest in that order and secondly in reduction of outstanding instalments in inverse order of maturity. They shall be applied between Tranches at the discretion of the Bank. 11.01 Law This contract and its formation, construction and validity shall be governed by the laws of the Grand Duchy of Luxembourg. The place of performance of this contract is the head office of the Bank. 11.02 Jurisdiction All disputes concerning this contract shall be submitted to the Court of Justice of the European Communities. The parties to this contract hereby waive any immunity from or right to object to the jurisdiction of that Court. A decision of the Court given pursuant to this Paragraph 11.02 shall be conclusive and binding on the parties without restriction or reservation. 11.03 Evidence of Sums due In any legal action arising out of this contract the certificate of the Bank as to any amount due to the Bank under this contract shall be prima facie evidence of such amount. 11.04 Entry into effect This Contract shall enter into force upon the completion of the procedures necessary to this effect in the Republic of Slovenia and upon confirmation by the Bank of receipt of the relevant documents. 12.01 Notices Notices and other communications given hereunder shall be sent to the respective address set out below except that notices to the Borrower relating to litigation whether pending or threatened shall be sent to the address mentioned under 2) below where the Borrower elects domicile: text="– for the Bank : 100 Boulevard Konrad Adenauer L 2950 Luxembourg Kirchberg ;   – for the Borrower : 1) Ministry of Finance Zupanciceva, 3 1502 Ljubljana Slovenia   2) Embassy of the Republic of Slovenia 179, Avenue Louise 1050 Brussels Belgium." Each party may, by notice to the other, change its addresses as set out above, provided that the address in 2) above may only be changed to another address within the European Community. 12.02 Form of Notice Notices and other communications, for which fixed periods are laid down in this contract 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. 12.03 Recitals, Schedules and Annexes The Recitals and following Schedules form part of this contract: Schedule A Technical Description Schedule B Amortisation Table The following Annexes are attached hereto: text="– Annex I Authority of Signatory for the Borrower   – Annex II Legal Opinion" IN WITNESS WHEREOF the parties hereto have caused this contract to be executed in three originals in the English language. Each page hereof, except this page, has been initialled on behalf of the Bank by Mr. Richard Schnopfhagen, Counsel and on behalf of the Borrower by Ms. Maja Kosak, Advisor to the Government. Signed for and on behalf of EUROPEAN INVESTMENT BANK E. Nowotny (s) Signed for and on behalf of REPUBLIC OF SLOVENIA A. Rop (s) This 8th day of July 2002 in Ljubljana this17th day of July 2002 in Luxembourg. text="Schedule A Technical Description SLOVENIA – ZIROVSKI VRH PROJECT The project consists of engineering, design, implementation, supervision and follow-up of the decommissioning measures undertaken by RZV in order to decrease and minimise existing radiation levels and geotechnical risks. It comprises the following components: 1. Project preparation, which has to a large extent already been carried out. 2. Remediation measures carried out from 1994 until 2000 including dismantling of the mill premises. 3. Partial backfilling of the underground mine where appropriate to prevent pillar instability and potential collapse of underground voids. Stabilisation of the underground mine will prevent excessive long-term contamination of the mine effluent, which has to satisfy (after mixing with the other contaminators and the natural uncontaminated flow), the strict upper limits for drinking water. Additionally, several strong contaminated underground water sources will be sealed. The mine has furthermore to be sealed airtight in order to prevent further radon exhalation. 4. Resloping of the Jazbec mine waste stockpile and reworking of its drainage system in order to achieve long term geotechnical stability. In addition, the site has to be covered with a multilayer barrier to minimise radon exhalation, gamma radiation and, at the same time, prevent rainwater intake. Stockpile drainage water and water contamination should gradually decrease to levels below the authorised limits. 5. Resloping and partial relocation of the Borst tailings disposal site and possibly reworking of its drainage system in order to achieve long term geotechnical stability. In addition, the site has to be covered with a multilayer barrier to minimise radon exhalation and gamma radiation and, at the same time, prevent rainwater intake. As in the case of the mine waste stockpile, drainage water from the depositioning site and water contamination should gradually decrease to levels below the authorised limits. 6. Project management, internal and external supervision and long-term follow-up of the implementation measures. EIB financing is towards awarded contracts covering the components under 3, 4 and 5 above. Preparation of the decommissioning measures started in late 1990, site works started in 1994. Completion of the remediation measures is foreseen for end of 2005, followed by a 5 years’ short-term monitoring period." text="SCHEDULE B Amortisation Table SLOVENIA ZIROVSKI VRH PROJECT ------------------------------------------------------- Due date of Amounts to be repaid Instalment expressed as percentage of the Loan as defined in Paragraph 2.01 ------------------------------------------------------- 1. 15 March 2007 3 1/3% 2. 15 September 2007 3 1/3% 3. 15 March 2008 3 1/3% 4. 15 September 2008 3 1/3% 5. 15 March 2009 3 1/3% 6. 15 September 2009 3 1/3% 7. 15 March 2010 3 1/3% 8. 15 September 2010 3 1/3% 9. 15 March 2011 3 1/3% 10. 15 September 2011 3 1/3% 11. 15 March 2012 3 1/3% 12. 15 September 2012 3 1/3% 13. 15 March 2013 3 1/3% 14. 15 September 2013 3 1/3% 15. 15 March 2014 3 1/3% 16. 15 September 2014 3 1/3% 17. 15 March 2015 3 1/3% 18. 15 September 2015 3 1/3% 19. 15 March 2016 3 1/3% 20. 15 September 2016 3 1/3% 21. 15 March 2017 3 1/3% 22. 15 September 2017 3 1/3% 23. 15 March 2018 3 1/3% 24. 15 September 2018 3 1/3% 25. 15 March 2019 3 1/3% 26. 15 September 2019 3 1/3% 27. 15 March 2020 3 1/3% 28. 15 September 2020 3 1/3% 29. 15 March 2021 3 1/3% 30. 15 September 2021 3 1/3% ------ 100% -------------------------------------------------------" text="EVROPSKA INVESTICIJSKA BANKA Fi No. SLOVENIJA – PROJEKT ŽIROVSKI VRH" Ljubljana, 8. 7. 2002 Luxembourg, 17. 7. 2002 TA POGODBA JE SKLENJENA MED: Republiko Slovenijo prek Ministrstva za finance, ki ga zastopa g. Anton Rop, minister za finance, v nadaljevanju “posojilojemalka”, na eni strani in Evropsko investicijsko banko, ki ima svoj sedež na 100 boulevard Konrad Adenauer, Luxembourg-Kirchberg, Veliko vojvodstvo Luksemburg, ki jo zastopa g. Ewald Nowotny, podpredsednik, v nadaljevanju “banka”, na drugi strani. GLEDE NA TO: – da je Svet Evropske unije povabil banko, da nameni večjo predpristopno posojilno pomoč državam Srednje in Vzhodne Evrope, ki so zaprosile za članstvo v Evropski uniji; – da je Svet guvernerjev banke upošteval to odločitev in je odobril dodelitev posojil tem državam iz svojih lastnih sredstev; – da je Okvirni sporazum o finančnem sodelovanju med banko in Slovenijo (v nadaljevanju okvirni sporazum) Slovenija podpisala 1. decembra 1997, banka pa 15. decembra 1997; – da posojilojemalka načrtuje izvedbo projekta (v nadaljevanju “projekt”), ki obsega nadaljevanje in dokončanje varnega in trajnega zaprtja nekdanjega rudnika urana na Žirovskem vrhu, kot je podrobneje opisano v tehničnem opisu v Prilogi A k tej pogodbi (v nadaljevanju “tehnični opis”); – da skupni stroški projekta znašajo po oceni banke 62,3 milijona EUR (dvainšestdeset celih, tri desetine milijona evrov), vključno z nepredvidenimi stroški in obrestmi med izvajanjem, in se bodo financirali, kot sledi: text="  Protivrednost v mio. EUR Lastna finančna sredstva 42,3 Za dopolnitev financiranja je posojilojemalka banko zaprosila za posojilo v protivrednosti mio. EUR 20,0 Skupaj 62,3" – da se je banka prepričala, da je financiranje projekta v okviru njene dejavnosti, in se ob upoštevanju zgoraj navedenega odločila ugoditi zaprosilu posojilojemalke za posojilo v znesku v protivrednosti 20 milijonov EUR; – da je parlament Republike Slovenije sprejel in ratificiral zakon, ki dovoljuje posojilojemalki sklenitev te pogodbe, in je pooblastil g. Antona Ropa za podpis te finančne pogodbe v njenem imenu (Dodatek I); – da so sklicevanja v tej pogodbi na člene, odstavke, pododstavke, uvodne navedbe, priloge in dodatke sklicevanja na člene, odstavke, pododstavke in uvodne navedbe, priloge in dodatke k tej pogodbi, JE s tem dogovorjeno naslednje: