Zagreb, 25. travnja 2007.
Završne odredbe
12.01 Obavijesti
Obavijesti i ostale poruke prema ovom Ugovoru, koje jedna ugovorna stranka šalje drugoj, šalju se u pisanom obliku i na dolje navedenu adresu ili na neku drugu adresu koju je naslovnik prethodno u pisanom obliku naznačio kao svoju novu adresu za ove potrebe:
Za Banku | Credit Risk Department
100 boulevard Konrad Adenauer
L-2950 Luxembourg |
Za Zajmoprimca | Hrvatske ceste d.o.o.
(1) Vončinina 3
HR – 10000 Zagreb
(2) Misija Republike Hrvatske pri Europskim zajednicama, Avenue des Arts 50, B-1000 Brussels |
|
|
12.02 Oblik obavijesti
Obavijesti i ostale poruke za koje se u ovom Ugovoru utvrđuju fiksni rokovi ili koje u sebi sadrže fiksne rokove koje obvezuju primatelje, šalju se osobnom dostavom, preporučenim pismom, telefaksom ili drugim komunikacijskim sredstvom koje ostavlja dokaz o primitku takve obavijesti od primatelja. Za utvrđivanje roka bit će odlučan datum urudžbiranja, ili ovisno o slučaju, navedeni datum primitka prenesene poruke.
Obavijesti koje izda Zajmoprimac prema bilo kojoj odredbi ovog Ugovora trebaju se, ako tako traži Banka, poslati u Banku zajedno s prihvatljivim dokazima o ovlaštenju osobe ili osoba ovlaštenih za potpisivanje takve obavijesti u ime Zajmoprimca i ovjerenih uzoraka potpisa takve osobe odnosno osoba.
12.03 Preambula ugovora, Prilozi i Aneksi
Preambula ugovora i sljedeći Prilozi čine sastavni dio ovoga Ugovora:
Prilog A |
Tehnički opis i obveze informiranja |
Prilog B |
Definicije EURIBOR-a |
Prilog C |
Formular Zahtjeva za isplatom (članak 1.02.B) |
Prilog D |
Tranše sa stopom podložnom naknadnoj korekciji |
Prilog E |
Konverzija FSFR Tranše u tranšu s fiksnom stopom ili tranšu sa ili stopom podložnom naknadnoj korekciji |
U POTVRDU NAVEDENOG, stranke su sklopile ovaj Ugovor u četiri izvornika na engleskom jeziku. Svaku stranicu ovog Ugovora parafirali su g. S. Becker, pravni savjetnik, za Banku i g. M. Majić, član Uprave, za Zajmoprimca.
Dana 12. prosinca 2006. godine u Zagrebu
Potpisano za i u ime |
Potpisano za i u ime |
EUROPSKE INVESTICIJSKE BANKE
g. Gerharad Hütz, direktor
g. Fabio Bargagli-Petrucci, viši kreditni referent | HRVATSKIH CESTA d.o.o.
g. Stjepko Boban, predsjednik Uprave |
PRILOG A
A 1. Tehnički opis (članak 6.02)
TEHNIČKI OPIS
Svrha lokacija
Projekt se odnosi na obnovu 682 km mreže državnih cesta u Hrvatskoj podijeljene u 52 dionice diljem zemlje.
Opis
Predloženi radovi obnove uključuju sljedeće glavne elemente:
• Proširenje kolnika
• Obnova kolnika i objekata
• Uređenje raskrižja
• Izgradnja autobusnih postaja i stajališta za automobile
• Popravak i izgradnja rubnika i bankina
• Ugradnja prometnih znakova i opreme
• Izgradnja biciklističkih i pješačkih staza
Za daljnje detalje o opsegu radova po dionici pogledati u tablice koje slijede.
Kalendar
Početak radova očekuje se u 2007., a završetak do sredine 2010. godine.
Tablica 1. 2004-0560 Hrvatska: Program obnove javnih cesta II – Opseg radova obnove (Središnja regija)
br. |
Br ceste |
DIONICA |
Duljina km |
Središnja regija |
1 |
D36 |
Selce- Donja Kupčina |
14,680 |
2 |
D35 |
Kuzminec – autocesta A2 (Začretje) |
7,700 |
3 |
D205 |
Risvica – Dubrovčan |
10,400 |
4 |
D206 |
Valentinovo – Krapina |
8,533 |
5 |
D6 |
Topusko – Glina |
15,500 |
6 |
D224 |
Komarevo – Brđani |
5,430 |
7 |
D37 |
Petrinja – Gore |
9,200 |
8 |
D2 |
Most Plitvica – Koprivnica |
27,750 |
9 |
D3 |
Turčin – Novi Marof |
10,100 |
10 |
D35 |
Vidovec – Lepoglava |
18,215 |
11 |
D309 |
Samobor – Sv. Nedelja |
4,414 |
12 |
D29 |
Marija Bistrica – Kašina (Laz) |
10,880 |
13 |
D31 |
Velika Gorica – Mala Buna |
5,676 |
14 |
D43 |
Ivanić Grad |
7,154 |
15 |
Ž1042 |
Kalinovica – Draganić |
25,040 |
16 |
Ž2196 |
D205 – Čvor Zaprešić |
19,329 |
Istarska regija |
1 |
D64 |
Gračišće – Kršan |
14,260 |
2 |
D66 |
Barban – Most Raša |
8,460 |
3 |
D66 |
Vozilići – Brseč |
16,600 |
4 |
D1 |
Korenica – Debelo Brdo |
9,330 |
5 |
D25 |
Bunić-Ljubovo |
6,500 |
6 |
D25 |
Brušane – Baške Oštarije |
10,510 |
7 |
D50 |
Čvor Sv. Rok – Gračac |
20,397 |
8 |
D52 |
Špilnik – Babin Potok |
22,000 |
9 |
D405 |
D8 – Jablanac |
7,057 |
10 |
D100 |
Vodice – Orlec |
11,637 |
11 |
D102 |
Njivice – Treskavac |
22,060 |
12 |
D105 |
Lopar – Rab |
11,500 |
13 |
D8 |
Novi Vinodolski – Kozica |
12,710 |
Tablica 2.. 2004-0560 Hrvatska: Program obnove javnih cesta II – Opseg radova obnove (Središnja regija)
br. Br ceste DIONICA Duljina km
br. |
Br ceste |
DIONICA |
Duljina km |
Istočna regija |
1 |
D28 |
Bjelovar – Patkovac |
9,240 |
2 |
D43 |
Bjelovar – Narta |
8,870 |
3 |
D45 |
V. Zdenci – Hercegovac |
6,530 |
4 |
D5 |
Doljani – Omanovac |
13,110 |
5 |
D49 |
Pleternica – Batrina |
16,720 |
6 |
D53 |
Podcrkavlje – Podvinje |
5,900 |
7 |
D2 |
Našice – Bizovac |
20,625 |
8 |
D7 |
Čepin – Vuka |
8,500 |
9 |
D515 |
Našice – Bračevci |
13,670 |
10 |
D34 |
Slatina – Čađavica |
15,220 |
11 |
D55 |
Vinkovci – Županja |
17,800 |
Dalmatinska regija |
1 |
D8 |
Živogošće – Ploče |
28,805 |
2 |
D8 |
Ćilipi – Karasovići |
16,200 |
3 |
D1 |
Pađene – čvor St. Straža |
5,879 |
4 |
D1 |
Knin – Biskupija |
5,855 |
5 |
D33 |
Drniš – Pakovo Selo |
10,100 |
6 |
D39 |
Cista Provo – Šestanovac |
7,953 |
7 |
D60 |
Lovreč – Imotski |
22,445 |
8 |
D116 |
Jelsa – Poljice |
15,000 |
9 |
D27 |
D502 – Benkovac |
12,000 |
10 |
D110 |
Kukljica – Neviđane |
12,455 |
11 |
D306 |
Most Vir – Kožino |
18,510 |
12 |
D62 |
Šestanovac – Lovrinčevići |
18,118 |
A 2. Obveza informiranja iz članka 8.01
PODACI O PROJEKTU KOJI SE TREBAJU DOSTAVLJATI BANKI I METODA NJIHOVOG SLANJA
1. Slanje podataka: imenovanje odgovornih osoba:
Osoba zadužena za slanje podataka iz donjeg teksta banci je
Tvrtka |
Hrvatske ceste |
Kontakt osoba |
Stjepko Boban |
Položaj |
Predsjednik Uprave |
Funkcija / Odjel | |
Adresa |
Vončinina 3, 10 000 Zagreb |
Telefon |
+385 1 4722 580 |
Faks |
+385 1 4722 581 |
E-mail |
stjepko.boban@hrvatske-ceste.hr |
Spomenuta kontakt osoba za sada je osoba zadužena za kontaktiranje s Bankom.
Zajmoprimac će bez odlaganja obavijestiti EIB o svakoj promjeni.
2. Podaci o provedbi projekta
Zajmoprimac tijekom provedbe projekta dostavlja Banci sljedeće podatke o napredovanju projekta, najkasnije u dolje utvrđenim rokovima
Dokument/podaci |
Rok |
Učestalost izvještavanja |
Redoviti izvještaj
– Kratka revizija tehničkog opisa koja objašnjava razloge za uvođenje značajnijih promjena u početni oblik
– Revizija datuma završetka svake pojedinačne komponente projekta, u kojoj se obrazlažu sve moguće odgode
– Revizija troškova projekta, u kojoj se daju razlozi za porast troškova u odnosu na početne troškove
– Opis svih značajnijih pitanja koja se odnose na utjecaj na okoliš
– Revizija postupaka nabave (izvan EU)
– Revizija na zahtjeva i uporabe projekta i komentari
– Svi bitni problemi i značajniji rizici koji bi mogli imati utjecaj na napredovanje projekta
– Svi pravni postupci koji se odnose na projekt, a trenutno su u tijeku | |
Svakih 6 mjeseci u obliku priloženih obrazaca za redovita izvješća, u Banku se podnosi u roku od 1 od isteka aktualnog razdoblja. |
3. Podaci o specifičnim pitanjima
Zajmoprimac je obvezan banci dostaviti sljedeće podatke najkasnije do dolje navedenih rokova.
Dokument/podatak |
Rok |
Odluke o utjecaju na okoliš (screening), i ako se primjenjuje dozvole za svaku dionicu;
Podaci o društvenim utjecajima za sve predložene radove proširenja cesta uključujući izvlaštenje zemljišta i raseljavanje ljudi. |
Prije isplate za dionicu |
4. Podaci o završetku radova i prvoj godini puštanja ceste u promet
Zajmoprimac je obvezan banci dostaviti sljedeće podatke o završetku radova i puštanju ceste u promet, najkasnije do dolje naznačenih rokova.
Dokument/podatak |
Datum dostave Banci |
Završni izvještaj o projektu uključujući
– Kratak opis tehničkih karakteristika dovršenog projekta, i obrazloženje značajnijih promjena:
– Datum dovršetka glavnih komponenti projekta i obrazloženje mogućih zakašnjenja
– Završna cijena projekta i obrazloženje mogućih povećanja troškova u odnosu na početne troškove
– Broj novih radnih mjesta koja je projekt otvorio: uključeni su poslovi iz faza implementacije i trajni novi poslovi
– Opis svih važnijih utjecaja na okoliš
– Revizija postupaka nabave (izvan EU)
– Revizija zahtjeva projekta ili njegove namjene i komentari
– Bitni problemi i rizici koji mogu imati utjecaja na rad projekta
– Pravni postupci koji se odnose na projekt, a trenutačno su u tijeku
|
Najkasnije 15 mjeseci nakon završetka radova – 31. 3. 2011. |
Jezik izvještaja |
engleski |
OBRAZAC REDOVITOG IZVJEŠĆA
Projekt: HRVATSKE CESTE – OBNOVA 2
Raspored br: …… Godina:....... Stranica 1
Red br(1) |
Broj ceste |
Regija ili ispostava |
Naziv zahvata |
Cesta |
Dužina ceste široke 7.5 m(2) | Procjena troška
Eur ‘000 |
Trošak po km.(3) |
Promet(4) | Vrsta oštećenja
|
Vrsta radova(5) |
Rok investicije | Obrazloženje/
Napomene (6) |
Širina (m) |
km (do/od) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UKUPNO |
|
|
|
|
|
|
|
|
|
(1) Isti broj se kori za raspored, redovito izvješće, karte itd.
(2) Dužina ceste širine 7.5 m
(3) Troškovi radova po kilometru ceste široke 7.5 m
(4) Ukupan broj i postotak teških teretnih vozila.
(5) U skladu sa sljedećim kategorijama: 1. Presvlačenje; 2. Rehabilitacija; 3. Rekonstrukcija; 4. Modernizacija
(6) Kratko tehničko-ekonomsko obrazloženje (ako primjereno, interna stopa povrata prema HDM IV ili ekvivalentu).
Raspored br: …… Godina:....... Stranica 2
Red br.(7) |
Cesta br. |
Regija ili ispostava |
Naziv zahvata |
Dokazi o odlukama pregleda potreba (screening) za PUO(8) |
Netehnički sažetak o konzultaciji s javnosti (za projekte s PUO (13) |
Konačna dozvola ministarstva okoliša (13) |
Dokazi o procjeni očuvanja prirode (13) |
Naziv odgovornog tijela za kontinuirano praćenje utjecaja na okoliš i provođenje mjera zaštite (ako ima) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) Same number to be used for allocation, progress report, maps etc.
(8) Documents to be provided where applicable
Redovito izvješće od.......
Vezano za raspored br: Stranica 3
Cesta |
Širina (m) |
(od – do) |
| | | | | |
¦ |
¦ | |
¦ |
¦ ¦ |
| | | | | |
¦ |
¦ | |
¦ |
¦ ¦ |
| | | | | |
¦ |
¦ | |
¦ |
¦ ¦ |
| |
¦ |
¦ | |
¦ |
¦ ¦ |
UKUPNO |
¦ |
¦ | | | |
Vezano za raspored br: |
Red br. |
Cesta br. |
Regija ili ispostava |
Naziv zahvata | Cesta
Širina (od – do) | Ukupna investicija
HRK ¦ EUR | Udio EIB-a
EUR M ¦ % |
Rok provedbe |
Napredak radova, postotak dovršenosti u razdoblju pokrivenom izvješćem/kumulativno | Financijski napredak
Izdaci izvršeni u postotku/
Izdaci u razdoblju pokrivenom izvješćem/ kumulativno/ preostalo |
| | | | | |
¦ |
¦ | |
¦ |
¦ ¦ |
| | | | | |
¦ |
¦ | |
¦ |
¦ ¦ |
| |
¦ |
¦ | |
¦ |
¦ ¦ |
UKUPNO |
¦ |
¦ | | | |
SVEUKUPNO:
Napomene:
PRILOG B
Definicije EURIBOR-a
A. EURIBOR
»EURIBOR«
i) u smislu relevantnog razdoblja, uključujući FSFR referentno razdoblje, kao i sva druga vremenska razdoblja ne kraća od jednog mjeseca, znači kamatnu stopu za depozite u eurima, koja se odnosi na relevantno razdoblje, tj. broj cijelih mjeseci koji najbliže odgovara trajanju razdoblja i
ii) u smislu relevantnog razdoblja kraćeg od mjesec dana, kamatnu stopu za depozite u eurima dane na razdoblje od jednog mjeseca.
(razdoblje na koje se kamatna stopa uzima u daljnjem se tekstu naziva »reprezentativnim razdobljem«)
objavljenu u 11 sati, prema vremenu u Bruxellesu, ili nekom kasnijem vremenu prihvatljivom Banci na dan (»Datum resetiranja«) koji pada dva relevantna radna dana prije prvog dana relevantnog razdoblja, na Reutersovoj stranici pod nazivom EURIBOR 01, njenoj zamjenskoj stranici ili ako ne, u bilo kojem drugom sredstvu publikacije koje u rečenu svrhu odredi Banka.
Ako se rečena stopa ne objavi, Banka je dužna zahtijevati od glavnih podružnica četiri najveće banke u eurozoni, o vlastitom izboru, da joj saopće stope pod kojima one nude depozite usporedivog iznosa u eurima, u 11 sati, briselsko vrijeme na dan resetiranja, vodećim bankama na međubankovnom tržištu eurozone, na razdoblje koje odgovara reprezentativnom razdoblju. Ako Banka primi minimalno dvije tražene obavijesti, stopa na datum resetiranja bit će jednaka aritmetičkoj sredini između te dvije obavijesti.
U slučaju da se prime manje od dvije obavijesti, stopa na datum resetiranja bit će jednaka aritmetičkoj sredini stopa zajma u eurima za ekvivalentni iznos, koji se izdaju na razdoblje jednako reprezentativnom razdoblju, većih banaka eurozone, po izboru Banke, u 11 sati, briselsko vrijeme, na dan koji pada dva relevantna radna dana nakon datuma resetiranja.
B. Opće odredbe
U svrhu gore spomenutih definicija:
i) Svi postoci koji su rezultat proračuna iz ovog priloga, po potrebi se zaokružuju na najbliži stotisućiti dio boda postotka, s tim da se polovice zaokružuju.
ii) Banka će informirati Zajmoprimca bez odgađanja o svim podacima o visini kamatne stope koje primi.
iii) Ako ijedna od prethodnih odredbi postane protivna odredbama usvojenim pod okriljem
Zahtjev za isplatu |
Broj tranše |
Datum |
Molimo vas da provedete sljedeću isplatu
Naziv zajma |
Hrvatske ceste – obnova II |
|
Rezervirano za EIB |
|
|
|
|
|
|
Datum potpisivanja: |
|
|
Iznos zajma: |
EUR 60.000.000 |
|
|
|
|
|
|
|
Broj spisa: |
|
|
Isplaćeno do sada: |
|
|
|
|
|
|
|
|
Broj isplate: |
|
|
Ostalo za isplata: |
|
|
|
|
|
|
|
|
Predloženi datum isplate: |
|
|
Rok isplate: |
|
|
|
|
|
|
|
|
Ukupan zahtjev (ugovorena valuta): |
|
|
Maks. broj isplate: |
10 |
|
|
|
|
|
|
|
|
|
|
Minimalna veličina tranše |
3,000.000 |
|
|
|
|
|
|
|
Isplaćuje se na sljedeći način |
|
|
Ukupna dosadašnja dodjela: |
|
|
|
|
|
|
|
|
Valuta (čl. 1.03): |
|
|
Uvjeti |
|
|
|
|
|
|
|
|
Iznos: |
|
|
|
|
|
|
|
|
|
|
|
Osnova kamatne stope (kamatna stopa/raspon, čl. 3.01): |
|
|
|
|
|
|
|
|
|
|
|
Učestalost kamate (čl. 3.01): |
Godišnja Polugodišnja Tromjesečna |
|
|
|
|
|
|
|
|
|
|
Osnova za otplatu (čl. 4.01): |
Konstantni anuiteti Rate u jednakim iznosima |
|
|
|
|
|
|
|
|
|
|
Učestalost otplate (čl. 4.01): |
Godišnja Polugodišnja |
|
|
|
|
|
|
|
|
|
|
Datumi plaćanja (čl. 5.01): |
|
|
|
|
|
|
|
|
|
|
|
Dan prve rate: |
|
|
|
|
|
|
|
|
|
|
|
Dan posljednje rate: |
|
|
|
|
|
Račun Zajmoprimca koje se kreditira:
Račun br:
Naziv i adresa Banke:
Molimo vas da podatke relevantne za zahtjev pošaljete na:
Službeni naziv(i) i potpis(i) Zajmoprimca:
EURIBOR FBE i EURIBOR ACI, koje se odnose na EURIBOR, Banka može Zajmoprimcu poslati obavijest kojom izmjenjuje problematičnu odredbu, kako bi je uskladila s ostalim odredbama.
PRILOG D
Tranše sa stopom podložnom naknadnoj korekciji
Na Tranše na koje se, sukladno Obavijesti o isplati, odnosi prilog D, primjenjuju su sljedeće odredbe.
A. Definicije
U ovom dodatku
»Obavijest o prihvaćanju« ima značenje iz stavka B.
»Stopa podložna naknadnoj korekciji« znači stopa koja je definirana u obavijesti o isplati, a naknadno i u obavijesti o naknadnoj korekciji, koja je fiksna stopa Tranše za relevantno referentno razdoblje, a odgovara relevantnoj tranši sa stopom podložnom naknadnoj korekciji.
»Referentno razdoblje za stopu podložnu naknadnoj korekciji« ili »referentno razdoblje« je razdoblje u trajanju od točno određenog broja godina, koje počinje na dan isplate ili dan revizije, s tim da referentno razdoblje ne može i) trajati duže od dana dospijeća niti ii) trajati kraće od četiri godine, tj. ako nijedna otplata tranše ne dospije prije isteka referentnog razdoblja, tri godine.
»Datum revizije« je posljednji dan svakog od referentnih razdoblja stope podložne naknadnoj korekciji, osim posljednjeg takvog razdoblja.
»Obavijest o naknadnoj korekciji« ima značenje iz stavka B.
B. Postupci revizije
Banka je obvezna na svaki luksemburški radni dan koji pada između 60 i 30 dana prije datuma revizije, do dana na koji Zajmoprimac istu prihvati, Zajmoprimcu dostavljati obavijest (obavijest o naknadnoj korekciji) u kojoj će navesti referentna razdoblja stope podložne naknadnoj korekciji između kojih Zajmoprimac može birati i stopu podložnu naknadnoj korekciji za svaku od mogućnosti.
Zajmoprimac može prihvatiti Obavijest o naknadnoj korekciji do 17:00 sati, luksemburško vrijeme, na dan primitka, osim i dok se obavijest o naknadnoj korekciji ne povuče u skladu sa vlastitim uvjetima. Prihvat mora imati oblik obavijesti (»obavijest o prihvaćanju«) kojom se odabire iduće referentno razdoblje stope podložne naknadnoj korekciji i prihvaća odgovarajuća stopa podložna naknadnoj korekciji.
C. Mogućnost konverzije u FSFR
U obavijesti o naknadnoj korekciji, Banka može odrediti da se na relevantni datum revizije, tranša stope podložne revizije može konvertirati u FSFR tranšu do svog isteka. U tom slučaju, Zajmoprimac u obavijesti o prihvaćanju može, umjesto elemenata iz stavka B, zahtijevati konverziju bilo kojeg definiranog iznosa tranše u FSFR tranšu, s tim da neposredno nakon konverzije, osim ako Banka prethodno ne odobri drugačije, konvertirani iznos i nekonvertirani iznos svaki pojedinačno moraju iznositi minimalno 10 milijuna eura.
Izmjene i dopune ugovora koje se odnose na konverziju, a Banka ih zatraži, vrše se putem ugovora između Banke i Zajmoprimca, koji se mora sklopiti najkasnije 15 dana prije relevantnog dana revizije.
U slučaju konverzije u FSFR tranšu:
i) Od dana konverzije kamate, kamate se plaćaju na tromjesečnoj, polugodišnjoj ili godišnjoj osnovi, u skladu s člankom 3.01, na način opisan u obavijesti o prihvaćanju.
ii) Tranša postaje FSFR tranša za sve svrhe ugovora.
D. Neispunjavanje revizije ili konverzije
Zajmoprimac je dužan do kraja isplatiti tranšu stope podložne naknadnoj korekciji na posljednji dan referentnog razdoblja.
i) ako je to referentno razdoblje posljednje takvo razdoblje,
ii) ako Zajmoprimac ne dostavi obavijest o prihvaćanju na vrijeme, ili
iii) ako stranke ne provedu izmjene i dopune iz druge točke stavka C na vrijeme.
PRILOG E
Konverzija FSFR tranše u tranšu s fiksnom stopom ili sa stopom podložnom naknadnoj korekciji
Sljedeće odredbe primjenjuju se na sve FSFR tranše:
A. Definicije u ovom prilogu:
»Prijedlog za konverziju« je prijedlog koji Banka daje u skladu sa stavkom B. ovog priloga.
»Konverzija kamate« je konverzija tranše ili njezinog dijela, iz promjenjive u fiksnu ili kamatnu stopu podložnu naknadnoj korekciji do njezinog isteka.
»Datum konverzije kamate« je datum koji Zajmoprimac odredi u skladu sa člankom 1.02 B (VII), pod uvjetom da najmanje 10 milijuna eura ostane nepodmireno na taj datum, koji pada ne manje od četiri godine, ili u slučaju tranše plative u jednoj rati, ne manje od tri godine prije posljednjeg dozvoljenog dana plaćanja iz članka 4.01.
»Zahtjev za konverziju kamate« ili »Zahtjev« je pisana obavijest Zajmoprimca, dostavljena najmanje 75 dana prije datuma konverzije kamate, u kojoj se od Banke traži da mu dostavi zahtjev za konverziju tranše. Zahtjevom se definira:
i) u što se obavlja konverzija: u tranšu fiksne stope ili tranšu stope podložne naknadnoj korekciji, a u potonjem slučaju i prvi datum revizije,
ii) datumi plaćanja odabrane u skladu sa primjenjivim odredbama članka 3.01 i
iii) preferirani plan otplate odabran u skladu s člankom 4.01 A.
B. Postupci konverzije
Po primitku zahtjeva za konverziju kamate i, po potrebi, nakon prethodnog savjetovanja sa Zajmoprimcem, ovisno o raspoloživosti, Banka je obvezna na svaki luksemburški radni dan koji pada između 60 i 30 dana prije datuma konverzije kamate definiranog u zahtjevu, do dana na koji Zajmoprimac isti prihvati, Zajmoprimcu dostavljati prijedlog (»prijedlog konverzije«) u kojem mora biti navedena:
i) kamatna stopa koja bi bila primjenjiva na tranšu, ili njezin dio naveden u zahtjevu, a koja je fiksna stopa ili stopa podložna naknadnoj korekciji određena u skladu sa člankom 3.01 i
ii) da su fiksna ili stopa podložna naknadnoj korekciji primjenjive od relevantnog datuma konverzije kamate, s tim da se kamate plaćaju tromjesečno, polugodišnje ili godišnje unatrag, na naznačene datume plaćanja.
Zajmoprimac može prihvatiti prijedlog konverzije do 17:00 sati, luksemburško vrijeme, na dan primitka.
Izmjene i dopune ugovora koje se odnose na konverziju, a Banka ih zatraži, obavljaju se putem ugovora između Banke i Zajmoprimca, koji se mora sklopiti najkasnije 15 dana prije relevantnog dana konverzije kamate.
C. Učinak konverzije
Ako Zajmoprimac pravovaljano prihvati prijedlog konverzije, Zajmoprimac je obvezan platiti dospjele kamate na dan konverzije kamate, kao i na sve sljedeće datume plaćanja. Prije datuma konverzije kamate, odredbe ugovora koje se odnose na FSFR tranšu, primjenjuju se na cijeli iznos tranše. Nakon datuma konverzije kamate, odredbe koje se odnose na tranšu fiksne stope ili tranšu stope podložne naknadnoj korekciji, primjenjuju se na cijelu ili, po potrebi, konvertirani dio tranše, a posebno sva pretplaćanja konvertiranog dijela nakon što Zajmoprimac pravovaljano prihvati prijedlog konverzije. Prethodno primjenjive odredbe odnose se na saldo.
D. Neprovedba konverzije kamate
Ako Zajmoprimac prihvati prijedlog za vrijeme kraće od trajanja cijele tranše ili ako stranke ne uvedu izmjene i dopune koje Banka zatraži u skladu sa stavkom B, Zajmoprimac je obvezan otplatiti saldo tranše na dan konverzije kamate.
FI N° 23.780 (HR)
Serapis N° 2004 0560
CROATIAN ROADS REHABILITATION II(Croatia)
Guarantee Agreement Between Republic of Croatia and European Investment Bank
THIS AGREEMENT IS MADE BETWEEN:
the Republic of Croatia, for the purposes of this Agreement represented by Mr. Ivan Šuker, Minister of Finance, hereinafter also called: «the Guarantor», of the first part, and the European Investment Bank having its seat in Luxembourg, represented by Mr. Gerhard Hütz, Director and Mr. Fabio Bargagli-Petrucci, Senior Loan Officer, hereinafter called: «the Bank« of the second part.
WHEREAS:
– a Finance Contract entitled «Croatian Roads Rehabilitation II« between the European Investment Bank and Hrvatske ceste d.o.o. (hereinafter called the «Borrower») has been signed on 12 December 2006, by which contract (hereinafter called the «Finance Contract») the Bank has established a credit in an aggregate amount of or equivalent to EUR 60.000.000,00 (sixty million euro) in favour of the Borrower to be used for the rehabilitation of 52 sections of state roads for 682 km in total in the Republic of Croatia;
– by entering into this guarantee agreement (hereinafter this «Agreement») the Government of the Republic of Croatia acknowledges that the loan financing to be provided under the Finance Contract falls within the scope of the Framework Agreement governing the Bank’s activities in the Republic of Croatia concluded on 13 December 2000 between the Republic of Croatia and the Bank as ratified by law published in the official gazette of the Republic of Croatia «Narodne novine – Međunarodni ugovori« nr. 6/2001;
– the conclusion of this Agreement has been authorised by a decision of the Government of the Republic of Croatia dated 30 November 2006.
NOW THEREFORE it is hereby agreed as follows:
Article 1
Finance Contract
1.01 The Guarantor has notice of the terms, conditions and clauses of the Finance Contract, an original copy of which as signed by the parties shall be delivered to it.
Terms defined in the Finance Contract shall have the same meaning in this Agreement.
Article 2
Guarantee
2.01 The Guarantor, as primary obligor and not merely as surety, guarantees the full and punctual performance of all payment obligations of the Borrower to the Bank under the Finance Contract in respect of principal monies, interest without any limitation, commissions and all other charges, expenses and sums which may from time to time become due under or pursuant to any provision of the Finance Contract (each amount so guaranteed hereinafter referred to as a «Guaranteed Sum»).
Article 3Enforcement of Guarantee
3.01 Demand may be made hereunder as soon as the Borrower has not performed, whether on a Normal Payment Date, upon demand for early repayment or otherwise, all or part of the obligations guaranteed pursuant to Article 2.
Simultaneously with (i) each reminder sent to the Borrower in respect of any instalment payable by it on a Normal Payment Date and (ii) each demand for payment made to the Borrower, the Bank will send a copy of such reminder or demand to the Guarantor.
3.02 The Guarantor hereby waives irrevocably any objection or exception in law to the total or partial enforcement of this Agreement. It undertakes to perform its obligations upon request in writing by the Bank whenever demand is made and to pay the sums due without any limitation, retention or condition, without the Bank having to furnish any special evidence in support of its request other than the reason for the demand under this Agreement. In particular, the Bank is not bound to prove that it has taken any action against the Borrower and it is not obliged, prior to the enforcement of this Agreement, to realise securities or to enforce any other security that the Borrower or a third party may have constituted.
3.03 Any payment of a Guaranteed Sum by the Guarantor shall fall due three Luxembourg Business Days after the date of the relevant demand and shall be made in the currency of that Guaranteed Sum and to the account specified in the demand.
3.04 In the event of the Bank making any demand hereunder, the Guarantor shall have the right to pay immediately to the Bank, in full and final settlement of its obligations under this Agreement, the balance of the Loan outstanding at the date of such payment, interest accrued thereon until that date and any other Guaranteed Sum then payable by the Borrower, together with any indemnity which would have been payable by the Borrower pursuant to Article 4.02B of the Finance Contract if the latter would have voluntarily prepaid the balance of the Loan on the date of the payment under this Paragraph 3.04.
3.05 The guarantee under this Agreement shall remain in force until all Guaranteed Sums have been fully and unconditionally paid or discharged, of which date the Bank shall promptly give notice to the Guarantor. Upon the giving of that notice, the Guarantee shall forthwith expire and be of no further effect.
Article 4
Subrogation
4.01 When the Guarantor has made a payment to the Bank, it is subrogated, to the extent of such payment, to the rights and actions relating to the said payment that the Bank has against the Borrower; this right of subrogation shall not be invoked to the detriment of the Bank.
Article 5
Modification of the Finance Contract
5.01 The Bank may not amend or vary the terms of the Finance Contract save with the prior written consent of the Guarantor, which consent shall not be unreasonably withheld.
Article 6
Taxes, Charges and Expenses
6.01 Taxes or fiscal charges due to any authority in the Republic of Croatia, reasonable and documented legal costs and other expenses incurred in the implementation of this Agreement shall be borne by the Guarantor. The Guarantor shall make payments hereunder without withholding or deduction on account of tax or fiscal charges.
Article 7
Law and Jurisdiction
7.01 This Agreement shall be governed by the laws of the Republic of Austria.
7.02 Disputes arising out of this Agreement shall be submitted to the jurisdiction of the Court of Justice of the European Communities. The parties to this Agreement 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 7.02 shall be conclusive and binding on the parties without restriction or reservation.
Article 8
Final Provisions
8.01 Notices and other communications given hereunder by one party to this to the other shall be sent to the latter’s address set out below or to such other address as the addressee shall have previously notified in writing as its new address for such purpose; provided that notices to the Guarantor shall be sent to the address mentioned under (1) save if relating to litigation whether pending or threatened, in which case they shall be sent to the address mentioned under (2) below where the Guarantor elects domicile:
– for the Guarantor: (1) Ministry of Finance of the Republic of Croatia Katančićeva 5 HR10000 Zagreb
(2) the Mission of the Republic of Croatia to the European Communities Avenue des Arts 50 B-1000 Brussels.
– for the Bank: boulevard Konrad Adenauer 100 L2950Luxembourg.
8.02 The Recitals form part of this Agreement.
8.03 This Agreement shall enter into force on the date on which the law on its ratification will enter into force.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed on their behalf in three originals in the English language. Each page thereof has been initialled by Mr. S.G. Becker, Legal Counsel for the Bank, and by Mrs. Ana Marija Holzer Werft, Head of Division, Ministry of Finance.
This 12th day of December 2006, in Zagreb. |
Signed for and on behalf of the REPUBLIC OF CROATIA
Mr. Ivan Šuker, Minister of Finance | Signed for and on behalf of the EUROPEAN INVESTMENT BANK Mr. Gerhard Hütz, Director
Mr. Fabio Bargagli-Petrucci, Senior Loan Officer |
CROATIAN ROADS REHABILITATION II(Croatia)
Finance Contract between European Investment Bank and Hrvatske ceste d.o.o.
THIS CONTRACT IS MADE BETWEEN:
The European Investment Bank having its seat at 100, boulevard Konrad Adenauer, L-2950 Luxembourg, represented by Mr. Gerhard Hütz, Director and Mr. Fabio Bargagli-Petrucci, Senior Loan Officer, hereinafter called: the «Bank» of the first part, and Hrvatske ceste d.o.o. (Croatian Roads Ltd.), a limited company incorporated in Zagreb, Croatia and having its registered office at Zagreb, represented by Mr. Stjepko Boban, President of the Management Board, hereinafter called: the «Borrower» of the second part.
WHEREAS:
1. on 6 February 2001, the Board of Governors of the Bank decided on request of the Council of the European Union to authorise the granting of loans from the Bank’s own resources for investment projects in the Republic of Croatia;
2. the Borrower, a limited company 100% owned by the Republic of Croatia, has proposed to undertake a project (hereinafter referred to as the «Project») concerning the rehabilitation of 52 sections of state roads for 682 km in total in the Republic of Croatia, as more particularly described in the technical description set out in Schedule A hereto (hereinafter the «Technical Description»);
3. the total cost of the Project, including contingencies and interest during construction, but excluding taxes and duties, as estimated by the Bank is EUR 237 932 887 (two hundred thirty seven million nine hundred thirty two thousand eight hundred eighty seven euro), to be financed as follows:
• own funds of the Borrower EUR 177 932 887
• loan requested from the Bank EUR 60 000 000;
4. during the present Croatian national plan period and governmental commitments, i.e. in 2007 and 2008, the expenditures will be financed as follows:
• own funds of the Borrower EUR 60 000 000
• loan requested from the Bank EUR 60 000 000;
and the remaining total costs of the Project will be financed by the Borrowers’ own resources after governmental and parliamentary approval;
5. the Government of the Republic of Croatia has acknowledged by letter received by the Bank on 11 May 2005 that the loan financing to be provided hereunder falls within the scope of the framework agreement governing the Bank’s activities in the Republic of Croatia (hereinafter the «Framework Agreement») as concluded on 13 December 2000 between the Republic of Croatia and the Bank ratified by law published in the Croatian official gazette «Narodne novine – Medjunarodni ugovori» (Official Gazette – International agreements) No. 6/2001 dated 23 May 2001;
6. by Article 3 of the Framework Agreement, the Republic of Croatia agreed that interest and all other payments due to the Bank and arising out of activities envisaged by the Framework Agreement, as well as the assets and revenues of the Bank connected with such activities, shall be exempt from tax;
7. by Article 4 of the Framework Agreement, the Republic of Croatia agreed that throughout the life of any financial operation concluded pursuant to the Framework Agreement it shall:
«(a) ensure (i) that Beneficiaries may convert into any fully convertible currency, at the prevailing market exchange rate on the due date, the amounts in the national currency of Croatia necessary for the timely payment of all sums due to the Bank in respect of loans and guarantees in connection with any Project; and (ii) that such amounts shall be freely, immediately and effectively transferable;
(b) ensure (i) that the Bank may convert into any fully convertible currency, at the prevailing market exchange rate, the amounts in the national currency of Croatia received by the Bank by way of payments arising in respect of loans and guarantees or any other activity and that the Bank may freely, immediately and effectively transfer the amounts so converted; or, at the Bank’s option, (ii) that it may freely dispose of such amounts within the territory of Croatia; and, (iii) that the Bank may convert into the national currency of Croatia, at the prevailing market exchange rate, any amounts in any fully convertible currency«;
8. the due performance of the financial obligations of the Borrower hereunder will be unconditionally guaranteed by the Republic of Croatia (hereinafter: the «Guarantor») pursuant to a guarantee agreement to be concluded on terms satisfactory to the Bank between the Republic of Croatia and the Bank and to be entitled «Croatian Roads Rehabilitation II» (hereinafter: the «Guarantee Agreement»);
9. the Statute of the Bank provides that the Bank shall ensure that its funds are used as rationally as possible in the interests of the European Community and, accordingly, the terms and conditions of its loan operations must be consistent with European Community policies;
10. the Bank, being satisfied that the present Project comes within the scope of its functions and conforms to the aims of the Framework Agreement and having regard to the matters recited above, has decided to give effect to the Borrower’s request by granting to the Borrower a credit in an amount equivalent to EUR 60 000 000 (sixty million euro).
11. execution of this Contract on behalf of the Borrower is duly authorised by a decision taken by its Supervisory Board on 19 May 2006.
12. References herein to Article s, Recitals, Schedules and Annexes are references respectively to articles of, and recitals, schedules and annexes to this Contract, and the following terms are defined where indicated:
Term |
Article or Recital |
Acceptance Deadline |
4.02C |
Amount of Credit |
1.01 |
Bank |
Page one |
Borrower |
Page one |
Change-of-control-Event |
4.03A(3) |
Disbursement Request |
1.02B |
Disbursement Notice |
1.02C |
EIB Redeployment Rate |
4.02B(1) |
Environment |
6.05 (v) |
Fixed-Rate Tranche |
1.02B |
Framework Agreement |
fifth Recital |
FSFR |
3.01B |
FSFR Reference Period |
3.01B |
FSFR Tranche |
1.02B |
Guarantee Agreement |
eighth Recital |
Guarantor |
eighth Recital |
Indemnifiable Prepayment Event |
4.03C |
Loan |
2.01 |
Luxembourg Business Day |
1.02C |
Material Adverse Change |
10.01A(viii) |
Maturity Date |
4.01B |
Notified Tranche |
1.05B |
Payment Date |
5.01 |
PIU |
1.04B (iii) |
Prepayment Amount |
4.02A |
Prepayment Date |
4.02A |
Prepayment Notice |
4.02A |
Project |
second Recital |
Relevant Business Day |
5.01 |
Relevant Interbank Rate |
1.02B |
Revisable-Rate Tranche |
1.02B |
Scheduled Disbursement Date |
1.02C (v) |
Spread |
3.01B |
Supply Contract |
8.01 |
Technical Description |
second Recital |
Term Loan |
4.03A(2) |
Tranche |
1.02A |
|
|
Terms Used in Schedules |
Schedule |
EURIBOR |
B |
Representative Period |
B |
Reset Date |
B |
Acceptance Notice |
D |
Reference Period |
D |
Revisable Rate |
D |
Revisable-Rate Reference Period |
D |
Revision Date |
D |
Revision Notice |
D |
Conversion Proposal |
E |
Interest Conversion |
E |
Interest Conversion Date |
E |
Interest Conversion Request |
E |
NOW THEREFORE it is hereby agreed as follows:
Article 1
Credit and disbursement
1.01 Amount of Credit
By this Contract the Bank establishes in favour of the Borrower, and the Borrower accepts, a credit (hereafter called the «Credit») in an amount of EUR 60 000 000 (sixty million euro) for the financing of the Project.
1.02 Disbursement procedure
1.02A Tranches
The Bank shall disburse the Credit in up to ten tranches. The amount of each tranche, if not being the undrawn balance of the Credit, shall be a minimum of EUR 3 million or the equivalent thereof. A tranche requested by the Borrower in accordance with Article 1.02B is hereafter referred to as a «Tranche».
1.02B Disbursement Request
From time to time up to 11 December 2009, the Borrower may present to the Bank a written request (a «Disbursement Request»), substantially in the form set out in Schedule C. 1, for the disbursement of a Tranche. Save where the evidence has already been supplied, the Disbursement Request shall be accompanied by evidence of the authority of the signatory or signatories, together with their authenticated specimen signatures. The Disbursement Request shall specify:
(i) the amount and currency of disbursement of the Tranche;
(ii) the preferred date for disbursement, which shall be a Relevant Business Day as defined in Article 5.01) falling not less than 15 calendar days following the date of the Disbursement Request, it being understood that the Bank may disburse the Tranche up to four calendar months from the date of the Disbursement Request;
(iii) whether the Tranche bears a fixed rate of interest (i.e. it is a «Fixed-Rate Tranche») or a floating rate of interest at a fixed spread (i.e. a «Fixed-Spread Floating-Rate Tranche» or «FSFR Tranche»), all pursuant to the relevant provisions of Article 3.01, or at a revisable fixed rate of interest determined pursuant to Schedule D (i.e. a «Revisable-Rate Tranche»);
(iv) the preferred interest payment periodicity for the Tranche, chosen in accordance with Article 3.01;
(v) the preferred terms for repayment of principal, chosen in accordance with Article 4.01;
(vi) the preferred Payment Dates, chosen in accordance with Article 5.01;
(vii) in the case of an FSFR Tranche, the Borrower’s choice of Interest Conversion Date (as defined in Schedule E), if any; and
(viii) in the case of a Revisable Rate Tranche, the first Revision Date, chosen in accordance with Schedule D.
The Borrower may also at its discretion specify in the Disbursement Request the following respective elements, if any, as indicated by the Bank without commitment to be applicable to the Tranche during its lifetime, that is to say:
(ix) in the case of a Fixed-Rate Tranche, the interest rate;
(x) in the case of a Revisable-Rate Tranche, the interest rate that applies up to the first Revision Date; and
(xi) in the case of an FSFR Tranche, the Spread (as defined in Article 3.01) that applies up to the Maturity Date (as defined in Article 4.01C) or the Interest Conversion Date, if any.
For the purposes of this Contract generally, «Relevant Interbank Rate» means:
(1) EURIBOR (as defined in Schedule B) in the case of a Tranche denominated in EUR; and
(2) for any amount denominated in Croatian kuna, as agreed between the Bank and the Borrower before disbursement, in each case for deposits in the relevant currency having a term equal to the positive number of whole months most closely corresponding to the duration of the period (including a Floating-Rate Reference Period or any other period of time) in respect of which the Relevant Interbank Rate is to be determined.
Subject to the second paragraph of Article 1.02C, each Disbursement Request is irrevocable.
Each Disbursement Request shall contain, or be accompanied by, a declaration, duly signed on behalf of the Borrower, confirming that on the date of the declaration no situation exists in which the Bank may cancel or suspend the undisbursed part of the Credit pursuant to Article 1.06 B (i).
1.02C Disbursement Notice
Between 10 and 15 days before the date of disbursement of a Tranche the Bank shall, if the Disbursement Request conforms to Article 1.02B, deliver to the Borrower a notice (hereafter a «Disbursement Notice»), which shall specify:
(i) the amount and currency of disbursement;
(ii) the interest rate basis;
(iii) the applicable Payment Dates;
(iv) the terms for repayment of principal and the periodicity of the payment of interest;
(v) the date on which the Tranche is scheduled to be disbursed (hereinafter referred to as the «Scheduled Disbursement Date»), disbursement being in any case subject to the conditions of Article 1.04;
(vi) in the case of an FSFR Tranche, the Interest Conversion Date, if any;
(vii) in the case of a Revisable-Rate Tranche, the first Revision Date; and
(viii) for a Fixed-Rate Tranche, the fixed interest rate, for a Revisable-Rate Tranche, the interest rate for the first Reference Period and for an FSFR Tranche, the Spread.
If one or more of the elements specified in the Disbursement Notice does not conform to the corresponding element, if any, in the Disbursement Request, the Borrower may within three Luxembourg Business Days following receipt of the Disbursement Notice revoke the Disbursement Request by notice to the Bank and thereupon the Disbursement Request and the Disbursement Notice shall be of no effect.
For the purposes of this Contract generally «Luxembourg Business Day» means a day on which commercial banks are open for business in Luxembourg.
1.02D Disbursement account
Disbursement shall be made to such bank account in the name of the Borrower as it shall notify to the Bank in writing (specifying the account number and the account bank’s Bank Identifier Code) not less than fifteen days before the Scheduled Disbursement Date. Only one account may be so specified for each Tranche.
1.03 Currency of disbursement
The Bank shall disburse each Tranche in euro or, on demand of the Borrower and subject to availability and agreement between the Bank and the Borrower as to the offer side interbank market rate to be retained for the purpose of the definition of «Relevant Interbank Rate» in relation to such currency, in Croatian kuna.
For the calculation of the equivalent in euro of a sum disbursed in Croatian kuna, the Bank shall apply the rate published by the European Central Bank in Frankfurt, on such date within fifteen days preceding disbursement of the relevant Tranche as the Bank shall decide.
1.04 Conditions of disbursement
1.04A First Tranche
Disbursement of the first Tranche under Article 1.02 is subject to the Bank’s receipt, prior to presentation of the relevant Disbursement Request, of the following documents or evidence in form and substance satisfactory to it:
(a) from the Guarantor:
(i) a legal opinion as to Croatian law with a certified English translation, issued by or on behalf of the Minister of Justice of the Republic of Croatia, confirming that the provisions of the Guarantee Agreement are in full force and effect and that such agreement is valid, binding and enforceable in the Republic of Croatia in accordance with its terms, and that the subsidiary guarantee agreement between the Borrower and the Guarantor has been concluded;
(ii) a confirmation that no exchange control consents are currently required in order to permit the receipt of amounts disbursed hereunder on any account referred to in Article 1.02D and to permit the repayment of the Loan and the payment of interest and all other amounts due under this Contract;
(b) from the Borrower:
(i) a copy of the resolution of the Borrower’s Supervisory Board authorising the Borrower to enter into this Contract and Mr. Stjepko Boban, President of the Management Board, to sign it on behalf of the Borrower, together with an English translation of such resolution;
(ii) a legal opinion as to Croatian law with a certified English translation, issued by the Head of its Department of Legal Affairs, confirming that:
the resolution referred to in this Article 1.04A (b) (i) has been validly adopted by its Supervisory Board;
this Contract has been duly executed by the Borrower, its provisions are in full force and effect and it is valid, binding and enforceable in the Republic of Croatia in accordance with its terms.
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.
1.04B All Tranches
The disbursement of each Tranche under Article 1.02, including the first, is subject to receipt by the Bank in form and substance satisfactory to it, prior to presentation of the relevant Disbursement Request, of:
(i) a confirmation in writing that sufficient funds continue to be available to ensure the timely completion and implementation of the Project in accordance with Schedule A.
(ii) sufficient evidence for each section or sub-section of the Project, satisfactory to the Bank, that enables the Bank to satisfy itself that the project planning and assessment accords with the requirements of the EU Environmental Impact and Habitats Directives, including
– a copy of a statement by the Ministry of Environmental Protection, Physical Planning and Construction, declaring that statutory procedures relating to the environment have been complied with;
– a duly completed Form A or, as the case may be, Form B (each such form as will have been delivered by the Bank to the Borrower) showing compliance of the Project with Article 6 of EC directive 92/43/EEC on the conservation of natural habitats and of wild fauna and flora; and
– a copy of the building permit from the competent Croatian authority and the Non-Technical Summary (NTS) from the Borrower together with an English translation thereof;
(iii) written notice that the Borrower maintains in operation a project implementation unit (hereinafter: the «PIU») which it established within its organisation; and
(iv) documents evidencing that the Borrower fully complies with Article 6.08.
1.04C Expenditures
The disbursement of each Tranche under Article 1.02, other than the first and the final Tranche, is subject to receipt by the Bank, in form and substance satisfactory to it, at the latest 5 Luxembourg Business Days, of documents referred to in Article 8.01 (iii) providing the evidence of expenditure (net of taxes and duties payable by the Borrower)
(a) incurred by the Borrower in an amount at least equal to the aggregate of (i) 85% of the amount of the last Tranche disbursed, (ii) 100% of the amounts of all previously disbursed Tranches, if any, not including the last Tranche disbursed, and
(b) that the Borrower may reasonably be expected to have incurred by the 120th day falling after the relevant Scheduled Disbursement Date an amount at least equal to the aggregate of 85% of the amount of the Tranche to be disbursed.
The disbursement of the final Tranche hereunder is subject to receipt by the Bank, prior to presentation of the relevant Disbursement Request, of evidence satisfactory to it to the effect that the aggregate amount of the final Tranche to be disbursed and of all Tranches already disbursed hereunder does not exceed the aggregate amount of all expenditure (net of taxes and duties payable in the Republic of Croatia) incurred by the Borrower on:
(i) any road sections specified in the Technical Description; provided that in respect of each relevant section the Bank shall have received:
(a) a detailed design as approved, in terms acceptable to it, by the competent environmental authorities referred to in Article 6.05 (v) (b) (i); and
(b) the Borrower’s confirmation that the relevant construction and other permits required have been duly issued; and/or
(ii) fees and expenses invoiced to it by the consultants referred to in Article 6.06; and/or
(iii) the detailed designs for the Project, provided that the Bank shall have published the relevant invitation to tender in accordance with the Bank’s procurement guide.
For the calculation of the euro equivalent of sums expended, the Bank shall apply the exchange rate applicable on the thirtieth day before the date of the Request.
If any part of the evidence furnished by the Borrower pursuant to Article 1.04C is not satisfactory to the Bank, the Bank may either act in accordance with the last sentence of Article 1.04A or disburse an amount equal to the amount requested less the amount corresponding with the part for which the Borrower did not provide evidence satisfactory to the Bank (without prejudice to the terms of Article 1.02A).
1.05 Deferment of disbursement
1.05A Grounds for deferment
The Bank shall, at the request of the Borrower, defer disbursement of any Tranche in whole or in part to a date specified by the Borrower being a date falling not more than six months from its Scheduled Disbursement Date. In such a case, the Borrower shall pay deferment indemnity as determined pursuant to Article 1.05B below. Any request for deferment shall have effect in respect of a Tranche only if it is made at least seven Luxembourg Business Days before its Scheduled Disbursement Date.
If any of the conditions referred to in Article 1.04 is not fulfilled as of the specified date, and at the Scheduled Disbursement Date, disbursement will be deferred to a date agreed between the Bank and the Borrower falling not less than seven Luxembourg Business Days following the fulfilment of all conditions of disbursement.
1.05B Deferment indemnity
If the disbursement of any Notified Tranche (as defined below in this Article 1.05B) is deferred, whether on request of the Borrower or by reason of non-fulfilment of the conditions of disbursement, the Borrower shall, upon demand by the Bank, pay an indemnity on the amount of which disbursement is deferred. Such indemnity shall accrue from the Scheduled Disbursement Date to the actual disbursement date or, as the case may be, until the date of cancellation of the Tranche at a rate equal to R1 minus R2, where:
«R1» means the rate of interest that would have applied from time to time pursuant to Article 3.01 and the relevant Disbursement Notice, if the Tranche had been disbursed on the Scheduled Disbursement Date
and
«R2» means the Relevant Interbank Rate less 0.125% (12.5 basis points); provided that for the purpose of determining the Relevant Interbank Rate in relation to this Article 1.05, the relevant periods provided for in Schedule B shall be successive periods of one month commencing on the Scheduled Disbursement Date.
Furthermore, the indemnity:
(a) if the deferment exceeds one month in duration, shall accrue at the end of every month;
(b) shall be calculated using the day count convention applicable to R1;
(c) where R2 exceeds R1, shall be set at zero; and
(d) shall be payable in accordance with Article 1.07.
In this Contract a «Notified Tranche» means a Tranche in respect of which the Bank has issued a Disbursement Notice.
1.05C Cancellation of disbursement deferred by six months
The Bank may, by notice to the Borrower, cancel a disbursement which has been deferred under Article 1.05B by more than six months in aggregate. The cancelled amount shall remain available for disbursement under Article 1.02.
1.06 Cancellation and suspension
1.06A Borrower’s right to cancel
The Borrower may at any time by notice given to the Bank cancel, in whole or in part and with immediate effect, the undisbursed portion of the Credit. However, the notice shall have no effect on a Notified Tranche whose Scheduled Disbursement Date falls within seven Luxembourg Business Days following the date of the notice.
1.06B Bank’s right to suspend and cancel
The Bank may, by notice to the Borrower, in whole or in part suspend and/or cancel the undisbursed portion of the Credit at any time, and with immediate effect:
(i) upon an event mentioned in Article 10.01; and
(ii) in exceptional circumstances adversely affecting the Bank’s access to the capital market, save as regards a Notified Tranche.
Furthermore, to the extent that the Bank may cancel the Credit under Article 4.03A, the Bank may also suspend it. Any suspension shall continue until the Bank ends the suspension or cancels the suspended amount.
1.06C Indemnity for suspension and cancellation of a Tranche
1.06C(1) Suspension
If the Bank suspends a Notified Tranche, whether upon an Indemnifiable Prepayment Event (as defined in Article 4.03C) or an event mentioned in Article 10.01 but not otherwise, the Borrower shall indemnify the Bank under Article 1.05B.
1.06C(2) Cancellation
If the Borrower cancels a Notified Tranche, it shall indemnify the Bank under Article 4.02B. If the Borrower cancels any part of the Credit other than a Notified Tranche, no indemnity or otherwise is payable.
If the Bank cancels a Notified Tranche upon an Indemnifiable Prepayment Event or cancels a disbursement pursuant to Article 1.05C, the Borrower shall indemnify the Bank under Article 4.02B.
If the Bank cancels a Notified Tranche upon an event mentioned in Article 10.01, the Borrower shall indemnify the Bank under Article 10.03A or 10.03B. Save in the cases set out in this Article 1.06C(2), no indemnity is payable upon cancellation by the Bank.
An indemnity shall be calculated on the basis that the cancelled amount is deemed to have been disbursed and repaid on the Scheduled Disbursement Date or, to the extent that the disbursement of the Tranche is currently deferred or suspended, on the date of the cancellation notice.
1.06D Cancellation after expiry of Credit
At any time after the deadline for the Borrower to submit a Disbursement Request under Article 1.02B, the Bank may by notice to the Borrower, and without liability arising on the part of either party, cancel any part of the Credit other than a Notified Tranche.
1.07 Sums due under Article 1
Sums due under Article s 1.05 and 1.06 shall be payable in the currency of the Tranche concerned. They shall be payable within seven days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s notice of demand.
Article 2
The Loan
2.01 Amount of Loan
The loan made under the Credit (hereinafter the «Loan») shall comprise the aggregate of the amounts disbursed by the Bank in the currencies of disbursement, 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 in the currency of the Tranche.
2.03 Currency of interest and other charges
Interest and other charges payable by the Borrower under Article s 3, 4 and, where applicable, 10 shall be calculated and be payable in respect of each Tranche in the currency of the Tranche.
Any payment under Article 9.02 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 Confirmation by the Bank
After each disbursement of a Tranche, the Bank shall deliver to the Borrower a summary statement showing the disbursement date, currency and amount, repayment terms and the interest rate of and for that Tranche. Such confirmation shall include an amortisation table.
Article 3
Interest
3.01A Fixed-Rate Tranches
The Borrower shall pay interest on the outstanding balance of each Fixed-Rate Tranche semi-annually or annually in arrears on the relevant Payment Dates, as specified in the Disbursement Notice, commencing on the first such Payment Date following the date of disbursement of the Tranche.
Interest shall be calculated on the basis of Article 5.02 (i) at an annual rate that is the Fixed Rate.
In this Contract, «Fixed Rate» means an annual interest rate determined by the Bank in accordance with the applicable principles from time to time laid down by the governing bodies of the Bank for loans made at a fixed rate of interest, denominated in the currency of the Tranche and bearing equivalent terms for the repayment of capital and the payment of interest.
3.01B FSFR Tranches
The Borrower shall pay interest on the outstanding balance of each FSFR Tranche at FSFR (as defined below) quarterly or semi-annually in arrears on the relevant Payment Dates, as specified in the Disbursement Notice.
The Bank shall notify FSFR to the Borrower within 10 days following the commencement of each FSFR Reference Period.
Interest shall be calculated in respect of each FSFR Reference Period on the basis of Article 5.02 (iii).
In this Contract:
«FSFR» means a fixed-spread floating interest rate, that is to say an annual interest rate equal to the Relevant Interbank Rate plus or minus the Spread, determined by the Bank for each successive FSFR Reference Period;
«FSFR Reference Period» means each period of three or six months from one Payment Date to the next relevant Payment Date, provided that the first FSFR Reference Period shall commence on the date of disbursement of the Tranche; and
«Spread» means such fixed spread to the Relevant Interbank Rate (being either plus or minus) determined by the Bank and notified to the Borrower in the relevant Disbursement Notice.
3.01C Revisable-Rate Tranches
The Borrower shall pay interest on the outstanding balance of each Revisable-Rate Tranche in accordance with Article 3.01A. In accordance with Schedule D, interest shall be reset as of each Revision Date and shall be calculated at an annual rate equal to the Revisable Rate applicable to the relevant Revisable-Rate Reference Period.
3.01D Conversion of Tranches
Where the Borrower exercises an option to convert the interest rate basis of a Tranche, it shall, from the effective date of the conversion, pay interest at a rate determined in accordance with the provisions of the relevant Schedule to this Contract.
3.02 Interest on overdue sums
Without prejudice to Article 10 and by way of exception to Article 3.01, interest shall accrue on any overdue sum payable under the terms of this Contract from the due date to the date of payment at an annual rate equal to the Relevant Interbank Rate plus 2% (200 basis points) and shall be payable in accordance with the demand of the Bank. For the purpose of determining the Relevant Interbank Rate in relation to this Article 3.02, the relevant periods within the meaning of Schedule B shall be successive periods of one month commencing on the due date.
However, interest on a Fixed-Rate Tranche or Revisable-Rate Tranche shall be charged at the annual rate that is the sum of the rate defined in Article 3.01A or 3.01C plus 0.25% (25 basis points) if that annual rate exceeds, for any given relevant period, the rate specified in the preceding paragraph.
If the overdue sum is in a currency other than the currency of the relevant Tranche, the following rate per annum shall apply, namely the Relevant Interbank Rate that is generally retained by the Bank for transactions in that currency plus 2% (200 basis points), calculated in accordance with the market practice for such rate.
Article 4
Repayment
4.01 Normal repayment
4.01A By instalments
The Borrower shall repay each Tranche by instalments on the Payment Dates specified in the relevant Disbursement Notice in accordance with the terms of the amortisation table delivered pursuant to Article 2.04.
Each amortisation table shall be drawn up on the basis that:
(i) repayment of a Tranche shall be made:
(a) in the case of a Fixed-Rate Tranche or a Revisable-Rate Tranche, either (i) by equal annual or semi-annual instalments of principal or (ii) on a constant annuity basis, so that the aggregate of principal and interest payable in respect of the Tranche shall be nearly as possible the same on each repayment date; and
(b) in the case of an FSFR Tranche, by equal annual or semi-annual instalments of principal; and
(ii) the first repayment date of each Tranche shall be a Payment Date falling not later than the first Payment Date immediately following the fifth anniversary of the date of disbursement of the Tranche and the last repayment date shall be a Payment Date falling not earlier than four years and not later than twenty years from the date of disbursement.
4.01B Maturity Date definition
The last repayment date of a Tranche specified pursuant to Article 4.01A (ii) is hereinafter referred to as the Maturity Date.
4.02 Voluntary prepayment
4.02A Prepayment option
Subject to Article s 4.02B and 4.03D, the Borrower may prepay all or part of any Tranche, together with accrued interest thereon, upon giving one month’s prior written notice (hereafter a «Prepayment Notice») specifying the amount thereof to be prepaid (the «Prepayment Amount») and the date on which the Borrower proposes to effect prepayment (the «Prepayment Date»), which date shall be a Payment Date for that Tranche.
4.02B Prepayment indemnity
4.02B(1) Fixed-Rate Tranche
In respect of each Prepayment Amount of a Fixed-Rate Tranche, the Borrower shall pay to the Bank on the Prepayment Date an indemnity equal to the present value (as of the Prepayment Date) of the excess, if any, of:
(i) the interest that would accrue thereafter on the Prepayment Amount over the period from the Prepayment Date to the Maturity Date, if it were not prepaid; over
(ii) the interest that would so accrue over that period, if it were calculated at the EIB Redeployment Rate (as defined below), less 15 basis points.
The said present value shall be calculated at a discount rate equal to the EIB Redeployment Rate, applied as of each relevant Payment Date.
In this Contract, «EIB Redeployment Rate» means the Fixed Rate in effect one month prior to the Prepayment Date and having the same terms for the payment of interest and the same repayment profile to Maturity Date or, in the case of a Revisable-Rate Tranche, the same repayment profile to the next Revision Date, as the Prepayment Amount.
4.02B(2) FSFR Tranche
In respect of each Prepayment Amount of a FSFR Tranche, the Borrower shall pay to the Bank on the Prepayment Date an indemnity equal to the present value (as of the Prepayment Date) of the interest that would accrue on the Prepayment Amount over the period from the Prepayment Date to the Maturity Date or Interest Conversion Date, if any, calculated at a rate equal to the excess, if any, of:
(i) the Spread applicable to the FSFR Tranche under Article 3.01B from the Prepayment Date to the Maturity Date or Interest Conversion Date, if any, if it were not prepaid, over
(ii) the Spread on a notional FSFR Tranche having the same terms for the payment of interest and the same term to Maturity Date or Interest Conversion Date, if any, as the FSFR Tranche in question, on conditions prevailing one month prior to the Prepayment Date.
The said present value shall be calculated at a discount rate, applied as of each relevant Payment Date. The discount rate shall be the Fixed Rate for loans denominated in the currency of, and having the same debt service profile to the Maturity Date or Interest Conversion Date, if any, as, the Prepayment Amount.
4.02B(3) Revisable-Rate Tranche
The Borrower may prepay a Revisable-Rate Tranche without indemnity on any Revision Date. However, to the extent that the Borrower accepts an option quoted in a Revision Notice for a Reference Period, it shall pay on the Prepayment Amount an indemnity determined under the next paragraph of this Article 4.02B(3) on the basis of the choice of term accepted by it.
In respect of each Prepayment Amount of a Revisable-Rate Tranche that is paid other than on a Revision Date, the Borrower shall pay an indemnity equal to the present value (as of the Prepayment Date) of the excess, if any, of:
(i) the interest that would accrue thereafter on the Prepayment Amount over the period from the Prepayment Date to the next Revision Date, if it were not prepaid, over
(ii) the interest that would so accrue over that period, if it were calculated at the EIB Redeployment Rate (as defined in Article 4.02B(1)) in effect one month prior to the Prepayment Date, less 15 basis points.
The said present value shall be calculated at a discount rate equal to the EIB Redeployment Rate, applied as of each relevant Payment Date.
4.02C Prepayment mechanics
The Bank shall notify the Borrower, not later than 15 days prior to the Prepayment Date, of the Prepayment Amount, of the interest due thereon, and, in case of prepayment of a Fixed-Rate Tranche, Revisable Rate Tranche or FSFR Tranche, of the indemnity payable under Article 4.02B or, as the case may be, that no indemnity is due.
Not later than the Acceptance Deadline (as defined below), the Borrower shall notify the Bank either:
(i) that it confirms the Prepayment Notice on the terms specified by the Bank; or
(ii) that it withdraws the Prepayment Notice.
If the Borrower gives the confirmation under (i), it shall effect the prepayment. If the Borrower withdraws the Prepayment Notice or fails to confirm it in due time, it may not effect the prepayment. Save as aforesaid, the Prepayment Notice shall be binding and irrevocable.
The Borrower shall accompany the prepayment by the payment of accrued interest and indemnity, if any, due on the Prepayment Amount.
For the purpose of this Article 4.02C, the «Acceptance Deadline» for a notice is:
(i) 16h00 Luxembourg time on the day of delivery, if the notice is delivered by 14h00 on a Luxembourg Business Day; or
(ii) 11h00 on the next following day which is a Luxembourg Business Day, if the notice is delivered after 14h00 Luxembourg time on any such day or is delivered on a day which is not a Luxembourg Business Day.
4.03 Compulsory prepayment
4.03A Grounds for prepayment
4.03A(1) Project cost reduction
If the total cost of the Project should fall significantly short of the figure stated in the Recital (3), the Bank may in proportion to the reduction forthwith, by notice to the Borrower, cancel the Credit or demand prepayment of the Loan.
4.03A(2) Pari passu to another Term Loan
If the Borrower voluntarily prepays a part or the whole of any other loan, or any other financial indebtedness or credit, originally granted to it for a term of more than five years (hereafter a «Term Loan») otherwise than out of the proceeds of a new loan having a term at least equal to the unexpired term of the loan prepaid, the Bank may, by notice to the Borrower, cancel the Credit or demand prepayment of the Loan in such proportion as the repaid amount of the Term Loan bears to the aggregate outstanding amount of all Term Loans.
The Bank shall address its notice to the Borrower within 30 days of receipt of notice under Article 8.02 (iii) (d).
4.03A(3) Change-of-control Event
If the Borrower is informed, or has reasonable grounds to believe, that (i) the Republic of Croatia looses the possibility to control the Borrower, either directly or indirectly, through the exercise of shareholder’s voting rights or the power to appoint and/or remove a majority of the members of the Management Board or other governing body of the Borrower or (ii) a single natural or legal person or a group of such persons acting in concert acquire such number of outstanding voting shares of the Borrower and/or any other legal person, as is necessary to control the Borrower (such a loss of control or acquisition of shares being hereafter referred to as a «Change-of-control Event»), the Borrower shall promptly inform the Bank. Upon receipt of such information the Bank may demand that the Borrower consult with it. Such consultation shall take place within 30 days from the date of the Bank’s request. If, after the elapse of 30 days from the date of such a request, the Bank is of the reasonable opinion that the Change-of-control Event is likely to affect the future servicing of the Loan or the financial stability of the Borrower, the Bank may by notice to the Borrower, forthwith cancel the Credit or demand prepayment of the Loan.
4.03B Prepayment mechanics
Any sum demanded by the Bank pursuant to Article 4.03A, together with any interest accrued and any indemnity due under Article 4.03C, shall be paid on the date indicated by the Bank, which date shall fall not less than 30 days from the date of the Bank’s notice of demand.
4.03C Prepayment indemnity
In the case of prepayment upon an event mentioned under Article 4.03A, other than paragraph 4.03A(1) (each such event herein referred to as an «Indemnifiable Prepayment Event»), the indemnity, if any, shall be determined in accordance with Article 4.02B.
If, moreover, pursuant to any provision of Article 4.03B the Borrower prepays a Tranche on a date other than a relevant Payment Date, the Borrower shall indemnify the Bank in such amount as the Bank shall certify is required to compensate it for receipt of funds otherwise than on a relevant Payment Date.
4.03D Application of partial prepayments
If the Borrower partially prepays a Tranche, the Prepayment Amount shall be applied pro rata or, at its option, by inverse order of maturity to each outstanding instalment.
If the Bank demands a partial prepayment of the Loan, the Borrower, in complying with the demand, may, by notice to the Bank, delivered within five Luxembourg Business Days of its receipt of the Bank’s demand, choose the Tranches to be prepaid and exercise its option for application of the prepaid sums.
Article 5
Payments
5.01 Payment Date definition
In this Contract:
«Payment Date» means:
(i) for a Fixed-Rate Tranche or Revisable-Rate Tranche the semi-annual or annual dates specified in the Disbursement Notice; and
(ii) for an FSFR Tranche, the dates falling at quarterly, semi-annual or annual dates from the Scheduled Disbursement Date
until the Maturity Date, save that, in case any such date is not a Relevant Business Day, it means:
(i) for a Fixed-Rate Tranche or Revisable-Rate Tranche, the following Relevant Business Day, without adjustment to the interest due under Article 3.01; and
(ii) for an FSFR Tranche, the next day, if any, of that calendar month that is a Relevant Business Day or, failing that, the nearest preceding day that is a Relevant Business Day, with corresponding adjustment to the interest due under Article 3.01; and
«Relevant Business Day» means:
(i) for the EUR, a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system operates; and
(ii) for any other currency, a day on which banks are open for normal business in the principal domestic financial centre of the currency concerned.
5.02 Day count convention
Any amount due by way of interest, indemnity or fee from the Borrower under this Contract, and calculated in respect of a fraction of a year, shall be determined on the following respective conventions:
(i) for a Fixed-Rate Tranche or Revisable-Rate Tranche, a year of 360 days and a month of 30 days; and
(ii) for an FSFR Tranche, a year of 360 days and the number of days elapsed.
5.03 Time and place of payment
All sums other than of interest, indemnity and principal are payable within seven days of the Borrower’s receipt of the Bank’s demand.
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.
A sum due from the Borrower shall be deemed paid when the Bank receives it.
Article 6
Borrower undertakings
A. Project undertakings
6.01 Use of Loan and available other funds
The Borrower shall use the proceeds of the Loan exclusively for the execution of the Project.
The Borrower shall ensure that it has available to it the other funds listed in Recital (3) and that such funds are expended, to the extent required, on the financing of the Project.
6.02 Completion of Project
The Borrower shall carry out the Project in accordance with the Technical Description as may be modified from time to time with the approval of the Bank, and complete it by the final date specified therein.
6.03 Increased cost of Project
If the cost of the Project exceeds the estimated figure set out in Recital (3), the Borrower shall obtain the finance to fund the excess cost without recourse to the Bank, so as to enable the Project to be completed in accordance with the Technical Description. Any plan for funding the excess cost shall be submitted in a timely manner to the Bank’s approval, which may not be withheld if such plan is reasonably likely to enable completion of the Project in accordance with Article 6.02.
6.04 Tendering procedure
The Borrower shall purchase goods, procure services, and order works for the Project in accordance with the current edition of the EIB Guide to Procurement, contracts above the thresholds of the EU procurement directives to be subject to open international tender with prior publication in the Official Journal of the European Communities.
The Borrower shall seek the Bank’s non-objection written notice prior to the issue of any tender documents and any contract award.
6.05 Continuing Project undertakings
So long as the Loan is outstanding, the Borrower shall:
(i) Maintenance: maintain, repair, overhaul and renew all property forming part of the Project as required to keep it in good working order;
(ii) Project assets: unless the Bank shall have given its prior consent in writing, retain title to and possession of all or substantially all the assets comprising the Project or, as appropriate, replace and renew such assets and maintain the infrastructure forming part of the Project continuous open to traffic (save if not possible for maintenance or safety reasons) and in substantially continuous operation in accordance with its original purpose; provided that 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 under the Statute or under Article 267 of the Treaty of Rome;
(iii) Insurance: insure all works and property forming part of the Project with first class insurance companies in accordance with the most comprehensive relevant industry practice;
(iv) Rights and Permits: maintain in force all rights of way or use and all permits necessary for the execution and operation of the Project; and
(v) Environment and EU law:
(a) Environment: implement and operate the Project in conformity with those laws of the European Union save for any derogation made by the Bank for the purpose of this Contract and the Republic of Croatia, as well as applicable international treaties, of which a principal objective is the preservation, protection or improvement of the Environment; for which purpose «Environment» means the following, in so far as they affect human well-being: (a) fauna and flora; (b) soil, water, air, climate and landscape; and (c) cultural heritage and the built environment; and
(b) undertake to ensure that:
(i) all approvals by, and authorisations from, the competent environmental authorities in the Republic of Croatia required for the purpose of Article 6.05 (v) (a) will be secured and maintained;
(ii) the Project will not have significant negative effects on any site of nature conservation importance and that no materials or substances which could have adverse effects on the environment will be used or disposed of in the construction and, so long as the Loan is outstanding, the operation and maintenance of the Project; and
(iii) so long as the Loan is outstanding, all maintenance and rehabilitation works which may be required by the competent environmental authorities will be carried out on the facilities of the Project.
(c) EU law: execute and operate the Project in accordance with the relevant standards of EU law, as well as the relevant laws of the Republic of Croatia, save for any derogation made by the Bank for the purpose of this Contract.
6.06 Consulting Services
(i) The Borrower shall engage, under selection procedures satisfactory to the Bank, a Management consultant with international experience, whose qualification, experience and terms of reference shall be satisfactory to the Bank, for the purpose of:
• providing technical assistance to its PIU including support for the monitoring of environmental and mitigation works and for the respect of safety measures during construction,
• providing advice concerning the Project under FIDIC procedures,
• reporting on the implementation of the Project,
• reviewing the detailed design and tender documents
• generally supporting the investment planning of the Borrower;
• and of providing assistance to the Borrower for the tendering of the works related to the Project.
(ii) The Borrower shall engage, under its own responsibility and financing, consultants ("designers") for the following purposes:
• the preparation of the detailed design and specifications for the Project (including the preparation, for each of its sections, of environmental impact studies, when they are mandatory according to Croatian Law);
• the inclusion of appropriate road safety measures in the Project design
• and the preparation of the relevant tender documents;
(iii) The Borrower shall engage, under selection procedures satisfactory to the Bank, consultants ("supervisors"), whose qualification, experience and terms of reference shall be satisfactory to the Bank, for the following purposes:
(a) to certify the evidence of expenditure incurred referred to in Article 1.04C (a) and (b);
(b) to supervise and report on the implementation of the Project; and
(c) to ensure that the recommendations of the environmental impact studies pursuant to the provision of item (a) in Article 6.06 (ii) above are properly followed during project implementation.
(iv) The Borrower shall furthermore ensure that the Bank can, at its sole discretion, at any time directly access the consultant referred to in this Article 6.06 (i). The Borrower shall not unreasonably withhold its consent in respect of any demand which the Bank might make to directly access any consultant referred to in this Article 6.06 (iii).
B. General undertakings
6.07 Disposal of assets
Where the disposal would materially affect its ability to meet its obligations under this Contract, the Borrower undertakes not to dispose of the whole or any substantial part of its business, undertaking or assets, without the prior written consent of the Bank.
For the purpose of this Article 6.07, «dispose» includes any act effecting sale, transfer, lease or assignment.
8.08 Integrity Commitment
The Borrower warrants and undertakes for the benefit of the Bank that it has not committed, and no person to its present knowledge has committed, any of the following acts and that it will not commit, and no person, with its consent or prior knowledge, will commit any such act, that is to say:
(i) the offering, giving, receiving or soliciting of any improper advantage to influence the action of a person holding a public office or function or a director or employee of a public authority or public enterprise or a director or official of a public international organisation in connection with any procurement process or in the execution of any contract in connection with the Project; or
(ii) any act which improperly influences or aims improperly to influence the procurement process or the implementation of the Project to the detriment of the Borrower, including collusion between tenderers.
For this purpose, the knowledge of the President or any Member of the Management Board of the Borrower, of the head of any of its departments or of the officer, of the Project manager or of any member of the PIU staff shall be deemed the knowledge of the Borrower. The Borrower undertakes to inform the Bank if it should become aware of any fact or information suggestive of the commission of any such act.
6.09 Visits
The Borrower shall, upon prior notification, permit persons designated by the Bank to visit the sites and works comprising the Project and to conduct such checks as they may wish. For this purpose the Borrower shall provide them, or ensure that they are provided, with all necessary assistance.
6.10 Accounts of the Borrower
The Borrower undertakes to:
(a) maintain financial and accounting records and documents consistent with International Accounting Standards;
(b) have its accounts and financial statements audited on an annual basis in accordance with International Accounting Standards; and
(c) retain as its auditor a firm of international repute, which has proven capacity of auditing according to International Auditing Standards.
Article 7
Security
7.01 Guarantee
Without prejudice to Article 1.04, the obligations of the Bank hereunder are conditional upon the prior execution and delivery to it of the Guarantee Agreement.
7.02 Pari Passu Security
If, after the date of this Contract, the Borrower should grant to any third party any mortgage, pledge or other security interest over any of its assets for the performance of any of its external debt obligations or any preference or priority in respect thereof, the Borrower shall so inform the Bank and shall, if so required by the Bank, provide to the Bank equivalent security for the performance of its obligations hereunder or grant to the Bank equivalent preference or priority. The Borrower represents that no such security, preference or priority presently exists.
Nothing in the above section shall apply: (i) to any vendor’s lien or other encumbrance on land or other assets, where such encumbrance secures only its purchase price or any credit, having a term of not more than twelve months, obtained to finance it; (ii) to any pledge over stocks created to secure any short-term credit; or (iii) to any security arising by operation of law.
Article 8
Information and visits
8.01 Information concerning Project
The Borrower shall:
(i) ensure that its records show all the operations relating to the financing and execution of the Project and maintain procedures to record the process of tender, award and execution of Supply Contracts (save for any Supply Contract for which the Bank shall have given a prior exemption from this obligation);
Provided that such procedures shall include the retention of all relevant original documents in a single file or folder for a period of six years from the respective date of completion of the Supply Contract;
Provided further that, for the purposes of this Contract, «Supply Contract» shall mean a duly signed contract, of which the Bank has received a certified true copy, which satisfies the following conditions, namely that:
(a) it is a contract for works, goods or services procured in respect of the Project executed on terms satisfactory to the Bank, having regard to the edition of its Procurement Guide as available to the public on its website at the time of its conclusion;
(b) the relevant tendering procedure satisfies Article 6.04;
(c) in case of a contract for which section 3.5 of the Bank’s Guide to Procurement so requires, such a contract:
– contains a contractor’s covenant of integrity substantially in the form set out in that Guide;
– empowers the Borrower, the Bank and auditors appointed by either of them to inspect the contractual records of the contractor;
– obliges the contractor to preserve these records for at least six years from the date of substantial performance of the contract;
(ii) on the request of the Bank make available to the Bank’s representatives the records and documents referred to in Article 8.01 (i);
(iii) deliver to the Bank the following documents in the English language or with English translation, those mentioned under (b) and (c) as prepared by the consultant referred to in Paragraph 6.06:
(a) documents providing evidence to the effect that the aggregate amount of expenditures (net of taxes and duties payable by the Borrower) incurred by the Borrower is at least equal to the aggregate amount of (i) 85% of the last Tranche disbursed, and (ii) 100% of all earlier disbursed Tranches, if any, not including the last Tranche disbursed, and documents providing evidence to the effect that the aggregate amount of expenditures (net of taxes and duties payable by the Borrower) that the Borrower may reasonably be expected to have incurred is at least equal to the aggregate amount of 85% of the Tranche to be disbursed. The expenditures must relate to:
– any road sections specified in the Technical Description; provided that in respect of each relevant section the Bank shall have received a detailed design as approved, in terms acceptable to it, by the competent environmental authorities referred to in Article 6.05 (i) (b) and the Borrower’s confirmation that the relevant construction and other permits required have been or will be duly issued; and/or
– fees and expenses invoiced to it by the consultants referred to in Article 6.06; and/or
– the detailed designs for the Project, provided that the Bank has published in the Official Journal of the European Union the relevant Procurement Notices for these works and services;
provided further that the Bank may only declare default by reason of the Borrower having failed to respect its obligation under this item (a) if such failure occurs upon the disbursement of the final Tranche.
(b) by 31 January 2007 and subsequently on a semi-annual basis until the Project is completed, a report on the implementation of the Project in accordance with Schedule A;
(c) deliver to the Bank (i) the information in content and in form, and at the times, specified in the Schedule A or otherwise as agreed from time to time by the parties to this Contract, and (ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental impact of or for the Project as the Bank may reasonably require;
(iv) submit for the approval of the Bank without delay any material change to the price, design, plans, timetable or expenditure programme for the Project, in relation to the disclosures made to the Bank prior to the signing of this Contract;
(v) inform the Bank in good time of any situation which requires the consent of the Bank under Paragraph 6.05 (ii);
(vi) promptly inform the Bank of (a) any material litigation that is commenced or threatened against it with regard to environmental or other matters affecting the Project; and (b) any fact or event known to the Borrower, which may substantially prejudice or affect the conditions of execution or operation of the Project.
8.02 Information concerning Borrower
The Borrower shall:
(i) deliver to the Bank in the English language (a) each year within one month after their approval, its annual report, balance sheet and profit and loss account (both prepared in accordance with International Accounting Standards) and auditor’s report; and (b) from time to time, such further information on its general financial situation as the Bank may reasonably require;
(ii) ensure that its accounting records fully reflect the operations relating to the financing, execution and operation of the Project; and
(iii) inform the Bank immediately of:
(a) any material alteration of its Statute or of any material modification of any law, decree, regulation or legal requirement directly relating to its business activities in particular, as well as of each proposal or decision to any such effect of which it is aware;
(b) its belief or, as the case may be, reasonable grounds for belief that a Change-of-Control Event as referred to in Article 4.03A(3) has occurred or is about to occur;
(c) any fact which obliges it to prepay any financial indebtedness;
(d) any decision made by it to make a prepayment of a Term Loan as referred to in Article 4.03A(2);
(e) any intention on its part to grant any security over any of its assets in favour of a third party;
(f) any intention on its part to relinquish ownership of any material component of the Project; and
(g) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract.
Article 9
Charges and expenses
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 imposed by the Croatian authorities, 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, indemnity and other amounts due under this Contract gross without deduction of any national or local impositions whatsoever, provided that, if the Borrower is obliged 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 all charges and expenses, including professional, banking or exchange charges incurred in connection with the preparation, and implementation of this Contract or any related document, including any amendment thereto, and in the creation, management and realisation of any security for the Loan.
Article 10
Prepayment upon an event of default
10.01 Right to demand repayment
The Borrower shall repay the Loan or any part thereof forthwith, together with interest accrued thereon, upon written demand being made therefor by the Bank in accordance with the following provisions.
10.01A Immediate demand
The Bank may make such demand immediately:
(i) 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;
(ii) if any 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;
(iii) if the Borrower defaults in the performance of any financial obligation in respect of any loan (other than the Loan) made to it by the Bank or the European Community and if, following any default in relation thereto, the Borrower is required or will, following expiry of any applicable contractual grace period, be required to prepay or discharge ahead of maturity any other loan or obligation arising out of any financial transaction;
(iv) if the Borrower is unable to pay its debts as they fall due, or makes or, without prior written notice to the Bank, seeks to make a composition with its creditors;
(v) if an order is made or an effective resolution is passed for the winding up of the Borrower, or if the Borrower takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities, save in the course of a material reconstruction, amalgamation, reorganisation, merger or consolidation previously consented to by the Bank;
(vi) if an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority, of or over, any part of the business or assets of the Borrower or any property forming part of the Project;
(vii) if any distress, execution, sequestration or other process is levied or enforced upon the property of the Borrower or any property forming part of the Project and is not discharged or stayed within fourteen days; or
(viii) if a Material Adverse Change occurs in relation to the Borrower
«Material Adverse Change» means for the purposes of this Contract, in relation to the Borrower or, respectively, any event or change of condition, as compared with its condition at the date of this Contract, affecting the Borrower or any of their subsidiaries, which, in the reasonable opinion of the Bank, materially impairs the ability of the Borrower to perform its financial and other obligations under this Contract, or which materially affects any security provided.
10.01B Demand after notice to remedy
The Bank may also make such demand, upon the matter not being remedied within a reasonable period of time specified in a notice served by the Bank on the Borrower:
(i) if the Borrower fails to comply with any material obligation under this Contract not being an obligation mentioned in Article 10.01(A) or if the Guarantor fails to comply with any material obligation under the Guarantee; or
(ii) if any fact stated in the Recitals materially alters and is not materially restored and 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
Article 10.01 shall not restrict any other right of the Bank at law to require prepayment of the Loan.
10.03 Indemnity
10.03A Fixed-Rate Tranches and Revisable-Rate Tranches
In case of demand under Article 10.01 in respect of any Fixed-Rate Tranche or Revisable-Rate Tranche, the Borrower shall pay to the Bank the sum demanded together with a sum calculated in accordance with Article 4.02B on any sum that has become due and payable. Such sum shall accrue from the due date for payment specified in the Bank’s notice of demand and be calculated on the basis that prepayment is effected on the date so specified.
10.03B FSFR Tranches
In case of demand under Article 10.01 in respect of an FSFR Tranche, the Borrower shall pay to the Bank the sum demanded together with a sum equal to the present value of 0.15% (15 basis points) per annum calculated and accruing on the amount due to be prepaid in the same manner as interest would have been calculated and would have accrued, if that amount would have remained outstanding according to the original amortisation schedule of the Tranche.
Such present value shall be determined using a discount rate, applied as of each relevant Payment Date. The discount rate shall be the Fixed Rate applicable one month prior to the date of prepayment and having the same terms for the payment of interest and the same term to Maturity Date as the amount to be prepaid.
10.03C General
Amounts due by the Borrower pursuant to this Article 10.03 shall be payable on the date of prepayment specified in the Bank’s 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 by the Bank following a demand under Article 10.01 shall be applied first in payment of expenses, interest and indemnities and secondly in reduction of the outstanding instalments in inverse order of maturity. The Bank may apply sums received between Tranches at its discretion.
Article 11
Law and jurisdiction
11.01 Governing Law
This Contract shall be governed by the laws of the Republic of Austria.
11.02 Jurisdiction
The parties hereby submit to the jurisdiction of 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 Article 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 in absence of any manifest error prima facie evidence of such amount.
Article 12
Final clauses
12.01 Notices to either party
Notices and other communications given hereunder addressed to either party to this Contract shall be in writing and shall be sent to its address set out below, or to such other address as it previously notifies to the other in writing:
For the Bank | Attention: Credit Risk Department
100 boulevard Konrad Adenauer
L-2950 Luxembourg |
For the Borrower | (1) Hrvatske ceste d.o.o.
Vončinina 3, HR – 10000 Zagreb
(2) the Mission of the Republic of Croatia to the European Communities Avenue des Arts 50 B-1000 Brussels. |
2.02 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, facsimile 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.
Notices issued by the Borrower pursuant to any provision of this Contract shall, where required by the Bank, be delivered to the Bank together with satisfactory evidence of the authority of the person or persons authorised to sign such notice on behalf of the Borrower and the authenticated specimen signature of such person or persons.
12.03 Recitals, Schedules and Annexes
The Recitals and following Schedules form part of this Contract:
Schedule A |
Technical Description and Information Duties |
Schedule B |
Definitions of EURIBOR |
Schedule C |
Form of Disbursement Request (Article 1.02B) |
Schedule D |
Revisable-Rate Tranches |
Schedule E |
Conversion of Tranche from FSFR to Fixed or Revisable Rate |
IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed in four originals in the English language and have respectively caused Mr. S. Becker, Legal Counsel, for the Bank and Mr. M.Majić, Member of the Croatian Roads Board, for the Borrower to initial each page of this Contract on their behalf.
This 12th day of December 2006, in Zagreb.
Signed for and on behalf of
EUROPEAN INVESTMENT BANK
Mr. Gerhard Hütz, Director
Mr. Fabio Bargagli-Petrucci, Senior Loan Officer | Signed for and on behalf of
HRVATSKE CESTE d.o.o.
Mr. Stjepko Boban,
President of the Management Board |
SCHEDULE A
A.1 Technical Description (Article 6.02)
TECHNICAL DESCRIPTION
Purpose, Location
The Project consists of the rehabilitation of some 682 km of the Croatian public road network divided into 52 sections across the country.
Description
The proposed rehabilitation works include the following main elements:
• Widening
• Reconstruction of pavement and structures
• Improvement of intersections
• Construction of bus stops and bays
• Improvement of drainage
• Repair and construction of kerbs and shoulders
• Installation of traffic signs and equipment
• Construction of cycle paths and sidewalks
For further details on the scope of works by section please refer to the tables below.
Calendar
The works are expected to commence in 2007 and be complete by the middle of 2010.
Table 1 2004-0560 Croatia: Public Road Rehabilitation Programme II – Scope of rehabilitation works (Central Region)
Ref. |
Road Number |
SECTION | LENGTH
km |
Central Region |
1 |
D36 |
Selce- Donja Kupčina |
14,680 |
2 |
D35 |
Kuzminec –Motorway A2 (Začretje) |
7,700 |
3 |
D205 |
Risvica – Dubrovčan |
10,400 |
4 |
D206 |
Valentinovo – Krapina |
8,533 |
5 |
D6 |
Topusko – Glina |
15,500 |
6 |
D224 |
Komarevo – Brđani |
5,430 |
7 |
D37 |
Petrinja – Gore |
9,200 |
8 |
D2 |
Most Plitvica – Koprivnica |
27,750 |
9 |
D3 |
Turčin – Novi Marof |
10,100 |
10 |
D35 |
Vidovec – Lepoglava |
18,215 |
11 |
D309 |
Samobor – Sv. Nedelja |
4,414 |
12 |
D29 |
Marija Bistrica – Kašina (Laz) |
10,880 |
13 |
D31 |
Velika Gorica – Mala Buna |
5,676 |
14 |
D43 |
Ivanić Grad |
7,154 |
15 |
Ž1042 |
Kalinovica – Draganić |
25,040 |
16 |
Ž2196 |
D205 – Čvor Zaprešić |
19,329 |
Istria Region |
1 |
D64 |
Gračišće – Kršan |
14,260 |
2 |
D66 |
Barban – Raša Bridge |
8,460 |
3 |
D66 |
Vozilići – Brseč |
16,600 |
4 |
D1 |
Korenica – Debelo Brdo |
9,330 |
5 |
D25 |
Bunić – Ljubovo |
6,500 |
6 |
D25 |
Brušane – Baške Oštarije |
10,510 |
7 |
D50 |
Čvor Sv. Rok – Gračac |
20,397 |
8 |
D52 |
Špilnik – Babin Potok |
22,000 |
9 |
D405 |
D8 – Jablanac |
7,057 |
10 |
D100 |
Vodice – Orlec |
11,637 |
11 |
D102 |
Njivice – Treskavac |
22,060 |
12 |
D105 |
Lopar – Rab |
11,500 |
13 |
D8 |
Novi Vinodolski – Kozica |
12,710 |
Table 2 2004-0560 Croatia: Public Road Rehabilitation – Programme II – Scope of rehabilitation works (Central Region)
Ref. |
Road Number |
SECTION | LENGTH
km |
East Region |
1 |
D28 |
Bjelovar – Patkovac |
9,240 |
2 |
D43 |
Bjelovar – Narta |
8,870 |
3 |
D45 |
V. Zdenci – Hercegovac |
6,530 |
4 |
D5 |
Doljani – Omanovac |
13,110 |
5 |
D49 |
Pleternica – Batrina |
16,720 |
6 |
D53 |
Podcrkavlje – Podvinje |
5,900 |
7 |
D2 |
Našice – Bizovac |
20,625 |
8 |
D7 |
Čepin – Vuka |
8,500 |
9 |
D515 |
Našice – Bračevci |
13,670 |
10 |
D34 |
Slatina – Čađavica |
15,220 |
11 |
D55 |
Vinkovci – Županja |
17,800 |
Dalmatia Region |
1 |
D8 |
Živogošće – Ploče |
28,805 |
2 |
D8 |
Ćilipi – Karasovići |
16,200 |
3 |
D1 |
Pađene – St. Straža Intersection |
5,879 |
4 |
D1 |
Knin – Biskupija |
5,855 |
5 |
D33 |
Drniš – Pakovo Selo |
10,100 |
6 |
D39 |
Cista Provo – Šestanovac |
7,953 |
7 |
D60 |
Lovreč – Imotski |
22,445 |
8 |
D116 |
Jelsa – Poljice |
15,000 |
9 |
D27 |
D502 – Benkovac |
12,000 |
10 |
D110 |
Kukljica – Neviđane |
12,455 |
11 |
D306 |
Vir Bridge – Kožino |
18,510 |
12 |
D62 |
Šestanovac – Lovrinčevići |
18,118 |
A.2 Information Duties under Article 8.01
PROJECT INFORMATION TO BE SENT TO THE BANK AND METHOD OF TRANSMISSION
1. Dispatch of information: designation of the person responsible
The information below has to be sent to the Bank under the responsibility of:
Company |
Hvratske ceste |
Contact person |
Stjepko Boban |
Title |
President of the Management Board |
Function / Department |
|
Address |
Voncinina 3, 10000 Zagreb |
Phone |
+385 1 4722 580 |
Fax |
+385 1 4722 581 |
E-mail |
stjepko.boban@hrvatske-ceste.hr |
The above-mentioned contact person(s) is (are) the responsible contact(s) for the time being.
The Borrower shall inform the EIB immediately in case of any change.
2. Information on the project’s implementation
The Borrower shall deliver to the Bank the following information on project progress during implementation at the latest by the deadline indicated below.
Document / information |
Deadline |
Frequency of reporting |
Project Progress Report
– A brief update on the technical description, explaining the reasons for significant changes vs. initial scope;
– Update on the date of completion of each of the main project’s components, explaining reasons for any possible delay;
– Update on the cost of the project, explaining reasons for any possible cost increases vs. initial budgeted cost;
– A description of any major issue with impact on the environment;
– Update on procurement procedures (outside EU);
– Update on the project’s demand or usage and comments;
– Any significant issue that has occurred and any significant risk that may affect the project’s operation;
– Any legal action concerning the project that may be ongoing. |
| Every 6 months with attached progress report forms to be submitted to the Bank within 1 month of the end of the reporting period concerned.
|
… |
|
|
3. Information on specific subjects
The Borrower shall deliver to the Bank the following information at the latest by the deadline indicated below.
Document / information |
Deadline |
Environmental screening decision and if applicable permits for each section;
Information on social impact of any proposed road widening works including expropriation of land and displacement of people. |
Prior to disbursement for section |
4. Information on the end of works and first year of operation
The Borrower shall deliver to the Bank the following information on project completion and initial operation at the latest by the deadline indicated below.
Document / information |
Date of delivery to the Bank |
Project Completion Report, including:
– A brief description of the technical characteristics of the project as completed, explaining the reasons for any significant change;
– The date of completion of each of the main project’s components, explaining reasons for any possible delay;
– The final cost of the project, explaining reasons for any possible cost increases vs. initial budgeted cost;
– The number of new jobs created by the project: both jobs during implementation and permanent new jobs created;
– A description of any major issue with impact on the environment;
– Update on procurement procedures (outside EU);
– Update on the project’s demand or usage and comments;
– Any significant issue that has occurred and any significant risk that may affect the project’s operation;
– Any legal action concerning the project that may be ongoing. |
At latest 15 months after completion of the works – 31/3/2011 |
Language of reports |
English |
PROGRESS REPORT FORM
Project: CROATIAN ROADS REHABILITATION 2
Allocation N°: …… Year:....... Page 1
Ref.
N°(1) | Road
N° |
District or Branch | Name of
Action |
Road |
Length equiv. 7.5 m width (2) | Cost
Eur ‘000 |
Cost/km equiv.(3) |
Traffic (4) | Type of Defects
| Type of
Work(5) | Investment
period | Justification/
Notes (6) |
Width (m) |
km (to/from) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS |
|
|
|
|
|
(1) Same number to be used for allocation, progress report, maps etc.
(2) Length of road as per 7.5 m equivalent width.
(3) Cost of the works per km, equivalent at 7.5 m width.
(4) Total and % of heavy goods vehicles.
(5) In accordance with the following categories: 1. Resurfacing; 2. Rehabilitation; 3. Reconstruction; 4. Upgrading («modernisation»)
(6) Short technical-economic justification (where applicable, Internal Rate of Return in accordance with HDM IV or equivalent).
Allocation N°: …… Year:....... Page 2
Ref.
N°(7) | Road
N° |
District or Branch | Name of
Action |
Evidence of EIA Screening decisions(8) |
Non-Technical Summary Details of Public consultation (for projects with EIA) (13) |
Final environmental permit (13) |
Evidence of assessment on nature conservation (13) |
Name of responsible authority for ongoing environmental mitigation/monitoring (if any) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) Same number to be used for allocation, progress report, maps etc.
(8) Documents to be provided where applicable
Progress Report as of.......
Page 3
Ref.
N° | Road
N° |
District or Branch |
Name of Action |
Road | Total Investment
HRK ¦ EUR | EIB Contribution
EUR M ¦ % |
Implementation period |
Physical Progress Work Completed in % In reporting period ¦ Cumulative | Financial Progress
Expenditure made in % ¦ Expend.
In reporting period ¦ Cumulative ¦ remaining |
Width (m) |
(to-from) |
|
|
|
|
|
|
¦ |
¦ |
|
¦ |
¦ ¦ |
|
|
|
|
|
|
¦ |
¦ |
|
¦ |
¦ ¦ |
|
|
|
|
|
|
¦ |
¦ |
|
¦ |
¦ ¦ |
|
|
¦ |
¦ |
|
¦ |
¦ ¦ |
TOTAL |
|
¦ |
¦ |
|
|
|
With reference to allocation No.... |
Ref.
N° | Road
N° |
District or Branch | Name of
Action |
Road | Total Investment
HRK ¦ EUR | EIB Contribution
EUR M ¦ % |
Implementation period |
Physical Progress Work Completed in % In reporting period ¦ Cumulative | Financial Progress
Expenditure made in % ¦ Expend.
In reporting period ¦ Cumulative ¦ remaining |
Width |
(to-from) |
|
|
|
|
|
|
¦ |
¦ |
|
¦ |
¦ ¦ |
|
|
|
|
|
|
¦ |
¦ |
|
¦ |
¦ ¦ |
|
|
¦ |
¦ |
|
¦ |
¦ ¦ |
TOTAL |
|
¦ |
¦ |
|
|
|
OVERALL TOTALS:
Remarks:
SCHEDULE B
Definition of EURIBOR
A. EURIBOR
«EURIBOR» means:
(i) in respect of any relevant period, including a FSFR Reference Period or any other period of time of one month or more, the rate of interest for deposits in EUR for a term being the number of whole months most closely corresponding to the duration of the period; and
(ii) in respect of a relevant period of less than a month, the rate of interest for deposits in EUR for a term of one month,
(the period for which the rate is taken being hereafter called the «Representative Period»)
as published at 11.00 a.m. Brussels time or at a later time acceptable to the Bank on the day (the «Reset Date») which falls two Relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the Bank.
If such rate is not so published, the Bank shall request the principal euro-zone offices of four major banks in the euro-zone, selected by the Bank, to quote the rate at which EUR deposits in a comparable amount are offered by each of them as at approximately 11:00 a.m., Brussels time, on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least two quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the Bank, at approximately 11:00 a. m. Brussels time on the day which falls two Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European Banks for a period equal to the Representative Period.
B. General
For the purposes of the foregoing definitions:
(i) All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with halves being rounded up.
(ii) The Bank shall inform the Borrower without delay of the quotations received by the Bank.
(iii) If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EURIBOR FBE and EURIBOR ACI in respect of EURIBOR, the Bank may by notice to the Borrower amend the provision to bring it into line with such other provisions.
SCHEDULE C
C. 1 Form of Disbursement Request (Article 1.02B)
Disbursement Request |
Tranche No: |
Date: |
Please proceed with the following disbursement:
Loan Name: |
Croatian Roads Rehabilitation II (Croatia) |
|
Reserved for the EIB |
|
|
|
|
|
|
Signature Date: |
|
|
Loan Amount: |
EUR 60,000,000 |
|
|
|
|
|
|
|
Reference number: |
|
|
Disbursed to date: |
|
|
|
|
|
|
|
|
Disbursement N°: |
|
|
Balance for disbursement: |
|
|
|
|
|
|
|
|
Proposed disbursement date: |
|
|
Disbursement deadline: |
|
|
|
|
|
|
|
|
Total request (contract currency): |
|
|
Max. number of disbursements: |
10 |
|
|
|
|
|
|
|
|
|
|
Minimum Tranche size: |
3,000,000 |
|
|
|
|
|
|
|
To be disbursed as follows: |
|
|
Total allocations to date: |
|
|
|
|
|
|
|
|
Currency (Art. 1.03) |
|
|
Conditions precedent: |
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
Interest rate basis Interest rate/ spread (Art 3.01) |
|
|
|
|
|
|
|
|
|
|
|
Interest frequency (Art. 3.01) |
Annual Semi-annual Quarterly |
|
|
|
|
|
|
|
|
|
|
Repayment basis (Art. 4.01) |
Constant annuities Equal capital instal. |
|
|
|
|
|
|
|
|
|
|
Repayment frequency (Art. 4.01) |
Annual Semi-annual |
|
|
|
|
|
|
|
|
|
|
Payment Dates (Art. 5.01) |
|
|
|
|
|
|
|
|
|
|
|
First repayment date |
|
|
|
|
|
|
|
|
|
|
|
Last repayment date |
|
|
|
|
|
Borrower’s account to be credited:
Acc. N°:
Bank name and address:
Please transmit information relevant to request to:
Borrower's authorised name(s) and signature(s):
SCHEDULE D
Revisable-Rate Tranches
In connection with a Tranche to which, according to the Disbursement Notice, Schedule D applies, the following provisions shall apply.
A. Definitions
In this Schedule:
«Acceptance Notice» has the meaning given to it in Paragraph B.
«Revisable Rate» means a rate initially specified in the Disbursement Notice and subsequently in a Revision Notice, which rate shall be the Fixed Rate for a Tranche having a term within the relevant Reference Period equivalent to that of the relevant Revisable-Rate Tranche.
«Revisable-Rate Reference Period» or «Reference Period» means a period of an integral number of years, commencing on the Disbursement Date or, as the case may be, a Revision Date; provided that no Reference Period shall (i) extend beyond the Maturity Date or (ii) have a term of less then four years or, if no repayment instalment falls due on the Tranche before the end of the Reference Period, three years.
«Revision Date» means the end date of each Revisable-Rate Reference Period other than the final such period.
«Revision Notice» has the meaning given to it in Paragraph B.
B. Mechanics of Revision
The Bank shall, on each Luxembourg Business Day falling in the interval between 60 and 30 days prior to a Revision Date, until the date the Borrower accepts, deliver to the Borrower a notice (a «Revision Notice») stating the Borrower’s choice of term for the Revisable-Rate Reference Period and the Revisable Rate applicable to each choice.
The Borrower may accept a Revision Notice by 17h00 Luxembourg time on the day of receipt, unless and until the Revision Notice is revoked in accordance with its own terms. Acceptance shall take the form of a notice (an «Acceptance Notice») selecting the term for the next Revisable-Rate Reference Period and accepting the applicable Revisable Rate.
C. Option of Conversion to FSFR
In the Revision Notice, the Bank may indicate that, on the relevant Revision Date, the Revisable-Rate Tranche may be converted into an FSFR Tranche for its remaining term. If the Bank does so indicate, the Borrower may in the Acceptance Notice, instead of providing the elements specified in Paragraph B, request the conversion, into an FSFR Tranche, of any specified amount of the Tranche such that, immediately after the Conversion, and unless the Bank otherwise agrees, the converted amount and any unconverted amount shall each be at least € 10 million or equivalent.
Any amendment to the Contract requested by the Bank in connection with the conversion shall be effected by an agreement between the Bank and the Borrower to be concluded not later than 15 days prior to the relevant Revision Date.
In the case of conversion into an FSFR Tranche:
(i) as from the Interest Conversion Date interest shall be payable quarterly or semi-annually in accordance with Article 3.01 as indicated in the Acceptance Notice; and
(ii) the Tranche shall become an FSFR Tranche for all purposes of the Contract.
D. Non-fulfilment of Revision or Conversion
The Borrower shall repay a Revisable-Rate Tranche on the last day of the Reference Period:
(i) if that Reference Period is the last allowable such period;
(ii) to the extent that the Borrower does not deliver an Acceptance Notice in due time; or
(iii) if the parties fail to effect in due time an amendment pursuant to the second subparagraph of Paragraph C.
SCHEDULE E
Conversion of Tranche from FSFR to Fixed or Revisable Rate
For any FSFR Tranche the following provisions shall apply:
A. Definitions in this Schedule
«Conversion Proposal» means a proposal made by the Bank under Paragraph B of this Schedule.
«Interest Conversion» means the conversion of the Tranche, or part thereof, from a variable to fixed or revisable interest rate for its remaining term.
«Interest Conversion Date» means the date specified by the Borrower under Article 1.02B (vii) on condition that at least € 10 million remains outstanding at that date, being a date falling not less than four years or, in the case of a Tranche repayable in one instalment, not less than three years before the last allowed Payment Date stated in Article 4.01A «Interest Conversion Request» or «Request» means a written notice from the Borrower, delivered at least 75 days before the Interest Conversion Date, requesting the Bank to submit to it a Conversion Proposal for the Tranche. The Request shall also specify:
(i) whether the conversion is into a Fixed-Rate Tranche or a Revisable-Rate Tranche and, in the latter case, the first Revision Date;
it(ii) Payment Dates chosen in accordance with the respective provisions of Article 3.01; and
(iii) the preferred repayment schedule chosen in accordance with Article 4.01A.
B. Mechanics of Conversion
Upon receiving an Interest Conversion Request, and, where appropriate, after prior consultation with the Borrower, and subject to availability, the Bank shall, on each Luxembourg Business Day in the interval falling between 60 and 30 days before the Interest Conversion Date, until the date the Borrower accepts, deliver to the Borrower a proposal (a «Conversion Proposal») stating:
(i) the interest rate that would apply to the Tranche, or the part thereof indicated in the Request, being a Fixed Rate or a Revisable Rate all pursuant to Article 3.01; and
(ii) that the Fixed Rate or the Revisable Rate shall apply as from the relevant Interest Conversion Date, interest being payable quarterly, semi-annually or annually in arrears on designated Payment Dates.
The Borrower may accept a Conversion Proposal by 17h00 Luxembourg time on the day of its delivery.
Any amendment to the Contract requested by the Bank in this connection shall be effected by an agreement to be concluded not later than 15 days prior to the relevant Interest Conversion Date.
C. Effects of Conversion
To the extent that the Borrower duly accepts a Conversion Proposal, the Borrower shall pay accrued interest on the Interest Conversion Date and thereafter on the designated Payment Dates.
Prior to the Interest Conversion Date, the provisions of the Contract relating to FSFR Tranches shall apply to the entire Tranche. From the Interest Conversion Date, the provisions relating to Fixed-Rate Tranches or, as the case may be, to Revisable-Rate Tranches shall apply to the whole or, as the case may be, the converted part of the Tranche and, in particular, to any prepayment of the converted part that occurs after the Borrower has duly accepted a Conversion Proposal. The previously applicable provisions shall apply to the balance.
D. Non-fulfilment of Interest Conversion
If the Borrower accepts the Conversion Proposal for less than the whole Tranche or if the parties fail to effect an amendment requested by the Bank pursuant to Paragraph B, the Borrower shall repay the balance of the Tranche on the Interest Conversion Date.
Zagreb, 20. travnja 2007.
Vladimir Šeks, v. r.