2. člen MFEIBŽ

Besedilo finančne pogodbe se v izvirniku v angleškem jeziku in prevodu v slovenskem jeziku glasi: Predsednik Državnega zbora Republike Slovenije Borut Pahor l. r. text="EUROPEAN INVESTMENT BANK SLOVENIA – RAILWAY TRANSPORT SECTOR PROJECT FI Nr: Agora Nº: 2002 0040" THIS CONTRACT IS MADE BETWEEN: Republic of Slovenia, acting through the Ministry of Finance, having its office at Župančičeva 3, 1502 Ljubljana, Slovenia, represented by Dr. Dušan Mramor, 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. Cormac Murphy, Head of Division and Mr. Gian Domenico Spota, Principal Counsel hereinafter called: the "Bank" of the second part. WHEREAS: 1. The Council of the European Union invited the Bank to renew its pre-accession facility and the Board of Governors of the European Investment Bank authorised the granting of loans from the Bank’s own resources for investment projects in Malta, Cyprus and the countries of Central and Eastern Europe having applied to the European Union with a view to adhering to it. 2. 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. 3. Within the framework of a six-year priority programme for the rehabilitation and upgrading of the national railway network the Borrower undertakes sub-projects (hereinafter the "Sub-Projects") to improve travel times, safety, comfort and reliability of railway services as well as to promote an environmentally friendly mode of transport (hereinafter collectively called the “Project”) as more particularly described in the technical description set out in Schedule A. The Sub-projects are selected for ISPA financing and located along the Pan-European corridors V and X. The Sub-projects shall be carried out by the Railway Transport Agency (hereinafter “RTA”). 4. The total cost of the Project as estimated by the Bank is EUR 68 000 000 million (sixty eight million euro) including VAT, contingencies and interest during construction. 5. The total cost of the Project is intended to be financed, inter alia, with an ISPA grant (hereinafter the “ISPA Grant”) in an amount equivalent to EUR 28 million and with EIB financing in an amount equivalent to EUR 34 million. 6. 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 34 million. 7. Execution of this contract (hereinafter the “Contract”) by the Borrower has been duly authorised (Attachment 1). 8. References herein to "Articles", "Recitals", "Paragraphs", "Sub-paragraphs", “Indents”, "Schedules” and "Attachment" are references respectively to articles, recitals, paragraphs, sub-paragraphs, indents, schedules and annexes to this Contract. NOW THEREFORE it is hereby agreed as follows: text="01.01 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 34 000 000 (thirty four million euro), for the sole purpose of part financing the Project. 1.02 Disbursement Procedures A. The Credit shall be available for drawing by the Borrower in one tranche (hereinafter referred as the "Tranche") of up to an amount equivalent to EUR 34 million. B. Disbursement of the Tranche shall be made upon written request (hereinafter referred to as a "Request") from the Borrower specifying: (a) the amount 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 (hereinafter referred to as “Fixed-Rate Tranche” as defined in Sub paragraph 3.01A) or a variable rate of interest (hereinafter referred to as “Variable-Rate Tranche” as defined in Sub-paragraph 3.01B); (d) the applicable interest rate, if any, previously indicated by the Bank without commitment, determined in accordance with Paragraph 3.01; (e) the Borrower’s preferred repayment terms, such terms being chosen in accordance with Paragraph 4.01; and (f) the preferred date for disbursement, it being understood that the Bank may disburse the Tranche up to four calendar months from the date of the Request. No Request may be made later than 31 December 2004. Subject to the proviso to Sub-paragraph 1.02C, each Request is irrevocable. C. Between fifteen and ten days before the date of disbursement of the Tranche the Bank shall, if the Request conforms to Sub-paragraphs 1.02A and B and subject to Paragraphs 1.04 and 1.07, deliver to the Borrower a notice (hereinafter a "Disbursement Notice") which shall: (a) confirm the amount and currency of the Tranche specified in the Request; (b) confirm whether the Tranche shall be a Fixed-Rate Tranche or a Variable-Rate Tranche; (c) specify the interest rate determined pursuant to Sub-paragraph 3.01A. or during the first Reference Period pursuant to Sub paragraph 3.01B.; (d) specify the repayment terms applicable to the Tranche; and (e) specify the date of disbursement of the Tranche. Provided that if one or more elements specified in the Disbursement Notice does not conform to the corresponding element in the Request, the Borrower may, within three Luxembourg business days 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 the Tranche shall be made to such bank account in the name of the Borrower as the Borrower shall notify to the Bank not less than ten days before the date of disbursement. 1.03 Currency of Disbursement Subject to availability, the Bank shall disburse the Tranche in the currency for which the Borrower has expressed a preference. The 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 and which, in case of a Variable Rate Tranche is a currency which the Bank disposes of at a variable-rate funding. For the calculation of the sum to be disbursed in a currency 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 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 the Borrower shall have issued a favourable legal opinion in the English language satisfactory to the Bank on the due execution of this Contract by the Borrower and on the relevant documentation; (b) the Borrower shall have furnished to the Bank evidence of the authority of the person or persons authorised to sign the Request and the authenticated specimen signature of such person or persons; and (c) the Bank shall have received the details of a person appointed by the Ministry of Transport of Slovenia and satisfactory to the Bank, in accordance with Paragraph 6.08. B. If a Request for the disbursement of the Tranche is made by the Borrower before receipt by the Bank of evidence satisfactory to it that such conditions of this Paragraph 1.04 have been fulfilled, such Request shall be deemed to have been received by the Bank on the date the conditions shall have been completed. 1.05 Deferment Commission If disbursement of the Tranche is deferred at the request of the Borrower (with the consent of the Bank), or by reason of the non-fulfilment of a condition of disbursement, 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 the Tranche. The request for deferral must be received by the Bank at least eight days before the original disbursement date. Such commission shall accrue from day to day and shall be payable on each quarterly 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 undisbursed portion of 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 the Tranche and the relevant Request made by the Borrower has not been revoked pursuant to the provisio 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 respective Disbursement Notice. Such commission shall be payable in addition to any commission payable under Paragraph 1.05.   The Bank may annul, by notice to the Borrower, any part of the Credit in respect of which no disbursement has been made by 30 April 2005. 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 10.01A or B; or (b) if exceptional circumstances shall arise which adversely affect the Bank's access to national or international capital markets, provided that the Bank shall not be entitled to cancel, on grounds of case (b), any Tranche which has been the subject of a Disbursement Notice.   Alternatively, if the Bank is of the opinion that a situation described in Indent (a) and (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 a further Request, the Bank is again in a position to issue a Disbursement Notice. Suspension shall not imply any extension of the annulment date pursuant to Paragraph 1.06.   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 Indent (b) above, the Borrower shall pay a commission on the cancelled amount of the undisbursed Tranche which has been the subject of a Disbursement Notice, at an annual rate of 0.75%, calculated from the date of the relevant Disbursement Notice to the date of cancellation.   Such commission shall be payable in addition to any commission payable under Article 1.06. 1.08 Currency of Commissions Commissions due from the Borrower to the Bank under this Article 1 shall be calculated and payable in euro." text="2.01 Amount of the Loan The loan (hereinafter called the "Loan") shall comprise the aggregate of the amounts disbursed by the Bank, as notified by the Bank pursuant to Paragraph 2.04. 2.02 Currency of Repayments The repayment of the Loan under Article 4 or, as the case may be, Article 10 shall be effected in the currency disbursed. 2.03 Currency of Interest and Other Charges Interest and other charges payable under Articles 3, 4 and 10 shall be calculated and be payable proportionally in the currency in which the Loan 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 the Tranche, the Bank shall deliver to the Borrower a summary statement showing the amount, currency, disbursement date, repayment schedule and the fixed or prevailing variable rate of and for the Tranche." text="3.01 Rate of Interest A. The outstanding balance of the Fixed-Rate Tranche shall bear interest at the rate specified in the Disbursement Notice relative thereto, which rate shall be the interest rate applied by the Bank at the date of issue of the Disbursement Notice, in accordance with procedures from time to time laid down by its board of directors, 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 the Fixed-Rate Tranche shall be payable semi-annually in arrears on the dates specified in Paragraph 5.03 Indent (a), commencing on the first such date following the date of disbursement of that Tranche. B. The interest rate applicable to the amount outstanding under the 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 0.13% (13 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 selected 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 and the Financial Manager 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 selected 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; 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 a Variable Rate Tranche shall be payable quarterly in arrears on the dates specified in Paragraph 5.03 Indent (b), 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; 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." text="4.01 Normal Repayment The Borrower shall repay the Tranche on the dates indicated in the Disbursement Notice in equal principal instalments in accordance with the terms of the repayment schedule specified in the relevant statement mentioned in Paragraph 2.04 (which schedule shall form part of this Contract) provided that: (a) the first repayment date shall fall not later than the first semi annual date specified in Paragraph 5.03 falling immediately after the fourth anniversary of the date of disbursement of the Tranche; (b) the last repayment date shall not fall prior to the first date specified in Paragraph 5.03 falling immediately after the fourth anniversary of the date of disbursement of the Tranche nor later than the nearest semi-annual date specified in Paragraph 5.03 immediately preceding the fifteenth anniversary of such date of disbursement. 4.02 Voluntary Prepayment A. The Borrower may prepay all or part of the Loan upon giving thirty days' 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 Indent (a) for a Fixed-Rate Tranche and Paragraph 5.03 Indent (b) for a Variable-Rate Tranche (each a "Payment Date"). In the case of Fixed-Rate Tranches 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 Sub-paragraphs B and C below. B. The amount of compensation due on a Fixed-Rate Tranche shall be the amount of the shortfall in interest incurred by the Bank in respect of each 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 Sub-paragraph C.   The amount of the shortfall shall be calculated as the amount by which: (x) the interest that would have been payable during that year on the prepaid part of the Loan exceeds (y) the interest which would have been so payable during that 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 a 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. C. 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 Sub-paragraph 4.02B. D. The Bank shall give notice to the Borrower of the compensation due or, as the case may be, of the absence of compensation by 12:00 Luxembourg time on a business day in Luxembourg and Ljubljana following delivery of a Prepayment Notice. If by 17:00. Luxembourg time on the date of the notification (if that was given by 12:00 or otherwise by 12:00 next business day in Luxembourg and Ljubljana) the Borrower fails to confirm in writing its intention to effect 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 Paragraph 4.02. 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 Sub-paragraph 8.02 (b) (i). 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 substantially short of the figure stated in the Recitals, the Bank may in proportion to the shortfall demand prepayment of the Loan. C. If disbursement of the ISPA Grant is suspended, cancelled or if the Borrower is required to repay the ISPA Grant in respect of any of the Sub-projects, the Bank may demand the Borrower to consult with it. Such consultation shall take place within thirty days from the date of the Bank’s request.   If the Bank in its full discretion decides that the reasons for ISPA’s demand for suspension, cancellation or repayment have, or are likely to have, a material adverse effect on the future implementation of the Project by the Borrower, then the Bank may request the Borrower to prepay the Loan together with accrued interest and the indemnity payment, if any, calculated in accordance with Sub-paragraph 4.02 B and C. The Borrower shall effect payment of the amount demanded on the date indicated by the Bank, such date being a date falling not less than thirty days from the date of the demand." text="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 in written form. 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: (a) on the basis of a year of three hundred and sixty days and: (i) in respect of a Fixed-Rate Tranche a month of thirty days; (ii) in respect of a Variable-Rate Tranche the number of days elapsed; or (b) in respect of a Variable-Rate Tranche expressed in pounds sterling (GBP), on the basis of a year of three hundred and sixty-five days and the number of days elapsed. 5.03 Dates of Payment Sums due: (a) semi-annually under this Contract are payable to the Bank on 15 March and 15 September in each year; and (b) quarterly under this Contract are payable to the Bank on the 15 March, 15 June, 15 September and 15 December in each year. Any payment due on a day which is not a Business Day shall be payable on the nearest succeeding 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, if not specified otherwise, 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." text="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 financing of the Project as described in the Technical Description. 6.02 Completion of the Project The Borrower undertakes to carry out the Project in accordance with, and to complete it by the date envisaged in the Technical Description, as it may be modified from time to time with the approval of the Bank. 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 it to complete the Project. The plans for funding the excess cost shall be submitted in a timely manner to the Bank’s approval. 6.04 Tendering Procedure The Borrower shall ensure that equipment will be purchased, services will be secured and works shall be ordered for the Project, so far as appropriate and in line with relevant EU procedures, by international tender open to nationals of the member states of the European Union and of Romania, Bulgaria, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Slovakia, Slovenia, Malta, Cyprus and Turkey. 6.05 Insurance So long as the Loan is outstanding, the Borrower shall ensure that measures for insuring all works and property forming part of the Project will be taken in accordance with normal practice for similar works of public interest in the Republic of Slovenia. 6.06 Maintenance So long as the Loan is outstanding, the Borrower shall ensure that all property forming part of the Project will be maintained, repaired, overhauled, renewed and replaced, as required to keep it in good working order in accordance with its original concept. 6.07 Environmental Covenants So long as the Loan is outstanding, the Borrower shall ensure that: (a) the Project is implemented in conformity with the environmental laws and regulations applicable to it and, whenever applicable, with European Union standards related to environmental protection as they may be amended or modified, and that all necessary authorisations applicable thereto are secured and maintained; (b) all maintenance and rehabilitation works are carried out as well as all mitigating measures which may be necessary for the Project in conformity with good utility practice and the standards referred to in Indent (a) of this Paragraph are implemented and monitored; and (c) no materials or substances, which could have adverse effects on the environment, will be used in the implementation of the Project. 6.08 Assistance So long as the Loan is outstanding, the Borrower shall ensure that a contact person satisfactory to the Bank, who will act as a service point for the Bank regarding the implementation of the Project, is appointed by the Ministry of Transport." text="7.01 Additional Security If the Borrower should hereafter grant to a third party any security interest over any of its assets for the performance of any of its external indebtedness or any preference or priority in respect thereof, the Borrower 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." text="8.01 Information concerning the Project The Borrower shall: (a) deliver to the Bank: (i) at the latest six months after the signature of this Contract, copies of the monitoring reports regarding each Sub project in the form as drawn up for ISPA (including the semi-annual monitoring reports; and (ii) 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 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 of any fact or event known to the Borrower, which reasonably may substantially prejudice or affect the conditions of execution or operation of the Project; and (d) retain in a single location the full terms of the work contracts, as well as all material documents pertaining to the procurement process and to the execution of such contracts, for inspection during six years from the conclusion of each such contract financed by means of the Loan. 8.02 Information concerning the Borrower The Borrower shall: (a) ensure that its records clearly show all operations relating to the financing and execution of the Project; (b) ensure that the Bank is informed: (i) 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; (ii) immediately of any intention on its part to create any security interest, preference or priority pursuant to Paragraph 7.01; or (iii) generally of any fact or event which reasonably may prevent the fulfilment of any obligation of the Borrower under this Contract. All documents and information are to be provided in English language. 8.03 Visits The Borrower shall 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 with all necessary assistance for this purpose." text="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." text="10.01 Right to demand Repayment The Borrower shall prepay the Loan or any part thereof forthwith upon demand being made therefor by the Bank: A. immediately: (a) if any written 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 or discharge ahead of maturity any loan originally granted to it for a term exceeding five years; (d) if the Borrower fails to fulfil any financial obligation under any other loan made to it by the Bank from the resources of the Bank, or of the European Union; (e) if any distress, execution, sequestration or other process is levied or enforced upon any property forming part of the Project; or B. upon expiry of a reasonable period of time according to the provisions of this Contract and 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. (b); or (b) if any material fact stated in the Recitals substantially alters or proves erroneous and the alteration or error 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 require prepayment of the Loan. 10.03 Damages A. In case of demand under Paragraph 10.01 applicable to a Fixed-Rate Tranche, the Borrower shall pay to the Bank an amount calculated as at the date of demand, as the greater of: (a) an amount calculated, according to the provisions of Sub-paragraphs 4.02B and C, on 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 sum demanded would have been repayable but for the making of the demand. B. In case of demand under Paragraph 10.01 applicable to a Variable-Rate Tranche, the Borrower shall pay to the Bank a sum calculated as at the date of demand at an annual rate of 0.25% from the date of the demand to the respective date on which each instalment of the sum demanded would have been repayable 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." text="11.01 Law This Contract and its formation, construction and validity shall be governed by the laws of the Grand Duchy of Luxembourg. 11.02 Jurisdiction All disputes concerning this Contract shall be submitted to the Court of Justice of the European Communities.   A decision of the Court given pursuant to this Sub-paragraph 11.02 shall be conclusive and binding on the parties without restriction or reservation.   The parties to this Contract hereby waive any immunity from or right to object to the jurisdiction of the Court. 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 in the absence of manifest error. 11.04 Entry into force This Contract shall enter into force upon confirmation by the Bank to the Borrower that it has received a certified copy of the instrument of ratification by the Borrower." text="12.01 Notices Notices and other communications given hereunder shall be sent to the addresses mentioned under 1) 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: – 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; – for the Bank: 1) 100 boulevard Konrad Adenauer L-2950 Luxembourg-Kirchberg. 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 Union. 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 or 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, Schedule and Attachment The Recital, and the following Schedule form part of this Contract: Schedule A Technical Description. The following Attachment is enclosed hereto: Attachment I Authority of Signatories of the Borrower." IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed in four originals in the English language, each page having been initialled by Ms. Maja Košak, on behalf of the Borrower and by Mr. Gian Domenico Spota, on behalf of the Bank. Signed for and on behalf of REPUBLIC OF SLOVENIA D. Mramor (s) Signed for and on behalf of EUROPEAN INVESTMENT BANK C. Murphy (s) G.D. Spota (s) This November 12, 2003, at Ljubljana, This November 18, 2003, at Luxembourg. SCHEDULE A The Project consists of three Sub-projects that are also to be financed under an ISPA support programme. The various items to be financed consist, inter alia, of track upgrading, signalling improvements and remote control of fixed installations as follows: 1) Renewal of cut Krizni vrh with renewal of line sections on the Zidani most- Maribor track This Sub-project consists of the following interventions: Krizni vrh cutting a. Rehabilitation of the walls of the cutting of 416 m including rehabilitation of the slopes b. Restoration of the track bed including drainage over the same length c. Renewal of the superelevation of the track between Km 563+346 and km 564+860 Line section Policane to km 563+346 – renewal of track foundations and superstructure Renewal of tracks in Povnikva Station – renewal of tracks 1,2,3 foundations and superstructure in or approaching the station. 2) Modernisation of signalling and safety devices along the railway line Divaca – Koper This Sub-project consists of a modernisation of the signalling system on the single track line between Divaca and Koper to enable the line to be integrated with the joint Central Traffic Centre which will handle all Slovenian railway traffic in the future. The modernisation includes UPS power supply, points heaters, level crossing automation, information systems and other works and will improve safety, reduce maintenance costs, increase line capacity and facilitate staff reductions. 3) The railway line Ljubljana – Maribor; upgrading for higher speed (1st and 2nd phase) The works involve 7 points of priority intervention selected by an analysis using a track geometry car and visual inspection. The interventions include replacement of the track to UIC 60, switches to UIC60-300-6, rehabilitation of the substructure and upgrading of the signalling, power and safety equipment at Stations Kresnice, Sava, Trbovlje, Hoce, Line section Hoce Maribor, Station Maribor Tezno, and line Station Maribor Tenzo to Maribor. The Project is expected to be completed by December 2004. text="EVROPSKA INVESTICIJSKA BANKA SLOVENIJA – PROJEKT SEKTORJA ŽELEZNIŠKEGA PROMETA FI št.: Agora Nº: 2002 0040" TA POGODBA JE SKLENJENA MED: Republiko Slovenijo prek Ministrstva za finance s sedežem na Župančičevi 3, 1502 Ljubljana, ki ga zastopa dr. Dušan Mramor, minister za finance, v nadaljevanju: "posojilojemalka", na eni strani in Evropsko investicijsko banko s sedežem na 100 boulevard Konrad Adenauer, Luxembourg-Kirchberg, Veliko vojvodstvo Luksemburg, ki jo zastopata g. Cormac Murphy, vodja oddelka, in g. Gian Domenico Spota, glavni svetovalec, v nadaljevanju: "banka", na drugi strani. GLEDE NA TO: 1. da je Svet Evropske unije pozval banko, da obnovi svojo predpristopno pomoč, in je Odbor guvernerjev banke odobril dodelitev posojil iz svojih sredstev za investicijske projekte na Malti in Cipru ter v državah Srednje in Vzhodne Evrope, ki so zaprosile za članstvo v Evropski uniji; 2. 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; 3. da posojilojemalka v okviru šestletnega programa prednostnih nalog za obnovo in posodobitev železniškega omrežja v državi izvaja podprojekte (v nadaljevanju: "podprojekti") za hitrejše potovalne čase, večjo varnost, udobje in zanesljivost železniških storitev ter za uveljavljanje okolju prijaznega načina prometa (v nadaljevanju skupaj imenovano "projekt"), kot je podrobneje opisano v tehničnem opisu v Prilogi A. Podprojekti so izbrani za financiranje po programu infrastrukturnih naložb v promet in okolje (ISPA) in so na V. in X. vseevropskem koridorju. Podprojekte izvaja Agencija za železniški promet (v nadaljevanju "AŽP"); 4. da skupni stroški projekta znašajo po oceni banke 68 000 000 EUR (oseminšestdeset milijonov evrov), vključno z DDV, nepredvidenimi stroški in obrestmi med gradnjo; 5. da naj bi se skupni stroški projekta med drugim financirali iz nepovratnih sredstev ISPA (v nadaljevanju “sredstva ISPA”) v znesku v protivrednosti 28 milijonov EUR in s financiranjem EIB v znesku v protivrednosti 34 milijonov EUR; 6. 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 34 milijonov EUR; 7. da je posojilojemalka pravilno pooblaščena za podpis te pogodbe (v nadaljevanju “pogodba”); 8. da so sklicevanja v tej pogodbi na člene, uvodne navedbe, odstavke, pododstavke, točke, priloge in dodatke sklicevanja na člene, uvodne navedbe, odstavke, pododstavke, točke, priloge in dodatke k tej pogodbi, JE s tem dogovorjeno naslednje: