Title: E U R O P E A N I N V E S T M E N T B A N K
Author: EIB
Last saved by: MFSR
Company: BEI | EIB

Príloha č. 1
GUARANTEE AGREEMENT

between

The Kingdom of Belgium 
The Republic of Bulgaria
The Czech Republic
The Kingdom of Denmark 
The Federal Republic of Germany 
The Republic of Estonia 
The Hellenic Republic
The Kingdom of Spain
The French Republic
Ireland
The Italian Republic 
The Republic of Cyprus
The Republic of Latvia
The Republic of Lithuania
The Grand Duchy of Luxembourg 
The Republic of Hungary
Malta
The Kingdom of the Netherlands
The Republic of Austria
The Republic of Poland
The Portuguese Republic
Romania
The Republic of Slovenia
The Slovak Republic
The Republic of Finland
The Kingdom of Sweden
The United Kingdom of Great Britain and Northern Ireland

and
EUROPEAN INVESTMENT BANK

concerning

loans to be made by the European Investment Bank 
in favour of investment projects in the African, Caribbean 
and Pacific States and in the Overseas Countries and Territories

BETWEEN:

The Kingdom of Belgium, 
THE REPUBLIC OF BULGARIA,
The Czech Republic,
The Kingdom of Denmark, 
The Federal Republic of Germany, 
The Republic of Estonia,
The Hellenic Republic,
The Kingdom of Spain,
The French Republic,
Ireland,
The Italian Republic, 
The Republic of Cyprus,
The Republic of Latvia,
The Republic of Lithuania,
The Grand Duchy of Luxembourg, 
The republic of Hungary,
Malta,
The Kingdom of the Netherlands,
The Republic of Austria,
The Republic of Poland,
The Portuguese Republic,
ROMANIA,
The Republic of Slovenia,
The Slovak Republic,
THE REPUBLIC OF FINLAND,
THE KINGDOM OF SWEDEN,
THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND,

acting through the agencies respectively indicated in Annex 1 to the present Agreement (hereafter referred to as the “Guarantee Agreement” or “Guarantee”) and represented by the signatories respectively listed on the signature pages

(each hereafter referred to as a “Guarantor” and collectively as the “Guarantors” or “Member States”)

of the first part, and

European Investment Bank having its Head Office at 100, boulevard Konrad Adenauer, L-2950 Luxembourg Kirchberg, Grand Duchy of Luxembourg, represented by Mr. Philippe Maystadt, President

(hereafter referred to as the “Bank”)

of the second part.

WHEREAS:

1.	The Guarantors undertook certain obligations to act as guarantor in Article 4 of the Internal Agreement of 17 July 2006 (hereafter called the “Cotonou Internal Agreement II") relating to the financing of Community aid under the multi-annual financial framework for the period 2008 to 2013 in accordance with the Partnership Agreement signed in Cotonou (Benin) on 23 June 2000 between the European Community and its Member States and the African, Caribbean and Pacific States as revised in Luxembourg on 25 June 2005 (hereafter called the “Cotonou Partnership Agreement II”) and on the allocation of financial assistance for the Overseas Countries and Territories to which part four of the EC Treaty applies under Council Decision 2001/822/EC of 27 November 2001 on the association of the Overseas Countries and Territories (hereafter called the “Association Decision").              

2.	Having regard to the foregoing recital, the Board of Governors of the Bank authorised on 31 May 2006 to grant loans from its own resources for investment projects covered by the multi-annual financial framework for the period 2008 to 2013 for a total amount of up to EUR 2000 million under the Cotonou Partnership Agreement II, and EUR 30 million under the Association Decision.

3.	The aforementioned authorisation of the Board of Governors of the Bank was issued on condition that the loans granted by the Bank Agreements made pursuant to the Cotonou Internal Agreement II shall be the subject of a satisfactory guarantee from the Guarantors and that loans granted to finance investment projects under the Cotonou Internal Agreement II satisfy the Bank’s usual criteria for lending from its own resources.  

4.	Article 4 of the Cotonou Internal Agreement II provides that this Guarantee shall be restricted to 75% of the total amount of the credits opened by the Bank under all Loan Agreements made pursuant to the Cotonou Partnership Agreement II and the Association Decision (together referred to herein as the “Cotonou Framework”).

5.	The said Article 4 further provides that Member States shall be liable under this Guarantee in proportion to their contributions to the capital of the Bank. Article 4.1 of the Bank’s Statute specifies the respective share of each Member State in the capital of the Bank.

6.	In respect of Adequately Secured Loan Agreements (as defined below), this Guarantee only covers Political Risks, as defined in Annex 3.  

7.	The Guarantors and the Bank intend that, where the Guarantors are subrogated to the rights and remedies of the Bank in relation to any Loan, the Bank shall, if so requested by the Guarantors, administer and manage the Loan Agreement which has gone into default in accordance with the terms and conditions of the the Cotonou II Arrears Administration Agreement (as defined below). 

8.	Pending signature of the Cotonou II Arrears Administration Agreement, the Guarantors and the Bank agree to apply the arrears administration agreement entered into by the Member States and the Bank on 8 April 2002 to all recovery actions initiated by the Bank in respect of Loan Agreements covered by this Guarantee and the new terms and conditions for own resource operations in the African, Caribbean and Pacific States as approved by the Board of Directors of the Bank on 12 June 2007.

IT IS HEREBY AGREED AS FOLLOWS:

Definitions

A.	In this Guarantee:

“Adequately Secured Loan Agreement (“ASLA”) means any Loan Agreement for which in the Bank’s opinion there is adequate security covering for credit risks and which the Bank, exercising its discretion, declares to qualify as such in writing to the Guarantors. ASLAs so defined, shall only be covered by this Guarantee as regards Political Risks as defined in Annex 3. 

“Borrower” means any beneficiary of a Loan from the Bank within the scope of the Cotonou Internal Agreement II or the Association Decision.

“Cotonou II Arrears Administration Agreement” means the agreement to be entered into between the Guarantors and the Bank setting out provisions and procedures for the recovery by the Bank of claims in respect of sums to which the Guarantors are entitled by virtue of a payment made by the Guarantors to the Bank under the Guarantee.

“Credit Risk Policy Guidelines” means the Bank’s credit risk policy guidelines for own resource operations outside the European Union as well as, where applicable, the Bank's EU credit risk policy guidelines, as approved, amended, supplemented or modified by the Bank from time to time.

“EIB Financing Operation” means a Loan extended by the Bank to eligible investment projects carried out in a Host Country from the Bank's own resources and in accordance with its own rules and procedures, granted under the Cotonou Framework and governed by a Loan Agreement entered into by the Bank with a Borrower.

“Guaranteed Debtor” means a Borrower or its Third-Party Guarantor.
 
“Guaranteed Sum(s)” means any obligation covered by this Guarantee consisting of principal, interest, commissions, indemnities, charges, expenses and other accessories and any other sum which is at any time owed by a Guaranteed Debtor to the Bank on account of a Loan or a Third-Party Guarantee.

“Host Government” means the authorities currently in place, or any successor authorities, that effectively control part or all of the territory of a Host Country or any political or territorial subdivision, or any other public authority of such country, and includes any entity located inside or outside the Host Country and vested with regulatory powers conferred by the laws of the Host Country.

“Host Country” means each of the countries listed in the Cotonou Framework.

“Loan” means the provision of money from the Bank to a Borrower as a loan or as a bond or any equivalent instrument, which is acceptable to the Bank as a substitute for a loan in accordance with the Credit Risk Policy Guidelines, according to the terms laid down in a Loan Agreement.
.
"Loan Agreement" means a signed agreement concluded between the Bank and a Borrower, setting forth the terms applicable to an EIB Financing Operation in the form of Loan.

“Loan-loss Cover Account” or “LLCA” means an account in euros to be constituted by the Bank in the name of the Guarantors, which shall be funded from the income resulting from the application of risk-pricing on EIB Financing Operations, excluding ASLAs as defined above, and which shall be managed in accordance with the provisions of the Cotonou II Arrears Administration Agreement.

	“Third-Party Guarantee” means a guarantee issued by a third party in favour of the Bank, including but not limited to a letter of credit or a comfort letter issued in connection with the grant of a Loan to a Borrower, and includes any undertaking by any party jointly liable for all or part of the Guaranteed Debtor’s obligations towards the Bank in respect of a Loan granted by the Bank.

“Third-Party Guarantor” means an issuer of a Third-Party Guarantee on behalf of a Borrower.

B.	The following terms have the respective meanings assigned to them in the Recitals, 	Articles and Annexes specified hereafter:

	Term				Recital, Article or Annex

	Arbitral tribunal						Section 4 of Annex 3
	Association Decision	Recital 1
                     binding							Section 4 of Annex 3
	enforceable						Section 4 of Annex 3	
                     Cotonou Framework					Recital 4
	Cotonou Internal Agreement II				Recital 1
	Cotonou Partnership Agreement II			Recital 1	
	Political Risks						Article 2.03
	Project							Section 4 of Annex 3
	Project Agreement					Section 4 of Annex 3	
	Relevant Party 						Section 4 of Annex 3

	In this Guarantee, unless the context otherwise requires:

(a)	headings are for convenience only and do not affect the interpretation of this Guarantee;

(b)	words importing the singular include the plural and vice versa;

(c)	a reference to an Article, a party or an Annex is a reference to that Article of, or that party or Annex to, this Guarantee.

ARTICLE 1
Scope of Guarantee

1.01	To the extent of its respective participation as set out in Annex 2 and without prejudice to Article 2.02, each Guarantor as primary obligor and not merely as surety hereby irrevocably:

	(a)	guarantees, waiving any right to object, in accordance with the terms and conditions laid down below, the punctual and full performance of all financial obligations of every Guaranteed Debtor in respect of Loans made by the Bank from its own resources pursuant to the Cotonou Framework. 
	
	(b) 	undertakes to pay any amount of the Guaranteed Sum owed by the Guaranteed Debtor to the Bank, upon demand by the Bank, in euros and in accordance with the provisions laid down in Article 3. 

1.02	The Guarantors’ obligations defined in Article 1.01 above shall apply to all EIB Financing Operations concluded pursuant to the Cotonou Internal Agreement II in respect of which the relevant Loan Agreement has been signed under the multi-annual financial framework for the period 2008 to 2013.

1.03     	      A. Without prejudice to ASLAs under Article 2.03, this Guarantee shall cover all risks.

B.  The total liability of the Guarantors under this Guarantee in respect of the Cotonou Framework is limited to 75% of the total amount of the credits opened by the Bank pursuant to the Cotonou Framework which are subject to the following ceilings, namely:

•	EUR 2000 million for the Cotonou Partnership Agreement II; and
•	EUR 30 million for the Association Decision.

1.04     	      The obligations of the Guarantors under this Guarantee shall terminate upon the earliest to 
                   occur of the following:

(i)	payment is made in full of the Guaranteed Sums; or

(ii)	31 December 2010 provided that:
(a)	on that date this Guarantee is replaced with a new Guarantee in respect of the Cotonou Internal Agreement II on terms satisfactory to the Guarantors and the Bank; and 
(b)	 notwithstanding such termination the Guarantors shall remain subject to all liabilities and obligations under this Guarantee in respect of all Guaranteed Sums. 

ARTICLE 2
Calling of the Guarantee

2.01	This Guarantee may be called whenever a Guaranteed Debtor fails, in whole or in part, to pay any Guaranteed Sum on its due date. Any sum received or realised by the Bank for the purpose of discharge of a Guaranteed Sum shall be disregarded, if the Bank’s use of such sum is in any way restricted.
  
2.02	Before calling the Guarantee when a Guaranteed Debtor fails, in whole or in part, to pay any Guaranteed Sum on its due date, the Bank shall give to the Guarantors such prior notice as is reasonably practicable of its intention to make a call in respect thereof.                      For the avoidance of doubt, the obligations of the Bank under this Article 2.02 will not be construed in any way as a condition precedent to the enforceability of the obligations of the Guarantors under Article 1.01. 

2.03	However, for agreements which are covered by Third-Party Guarantees and which the Bank declares in writing to the Guarantors are ASLAs, this Guarantee may only be called upon whenever, because of the occurrence of one of the events defined in Annex 3 (hereafter a “Political Risk”):

(i)	a Guaranteed Debtor is unable to pay, or the Bank is unable to receive, a Guaranteed Sum on its due date; or

(ii)	a Third-Party Guarantor is prevented from collecting amounts which are due to it in respect of a Guaranteed Sum, provided that:
(a)	any demand for payment made by a Third-Party Guarantor on account of a payment that it has made on behalf of a Guaranteed Debtor must have been presented to the Bank at the latest 2 years from (xx) the specified contractual final repayment date under the relevant agreement or (yy) in case of early repayment, whether voluntary or obligatory, of the relevant Loan, the due date of that early repayment; and
(b)	this Guarantee is limited to the amount which the Bank or, as the case may be, the Third-Party Guarantor could have recovered but for the occurrence of a Political Risk.

2.04		A precautionary demand upon the Bank under a Third-Party Guarantee can be made by a Third-Party Guarantor in the cases stated in Section 4, second paragraph, point (b), of Annex 3, where the enforcement period mentioned therein has not yet expired within the 2 years preclusion period set out in article 2.03 (ii) of this Guarantee. Such precautionary demand does not entitle the Bank to make a demand for payment under this Guarantee, but merely serves as a means to suspend the preclusion set out in article 2.03 (ii) of this Guarantee. Any remaining part of the preclusion period shall start to run again upon expiration of the enforcement period set out in Section 4, second paragraph, point (b), of Annex 3. The Bank shall inform the Guarantors of any precautionary demands made by a Third-Party Guarantor.

2.05		A. Subject to B below, the Bank’s determination as to the occurrence of a Political Risk shall be final and binding. The determination shall take effect 15 calendar days following notice to the Guarantors.

		B. If a majority of the Guarantors, measured by percentage participation set out in Annex 2, instructs the Bank to contest a Guaranteed Debtor’s claim that a Political Risk has occurred, the Bank shall execute such instructions pursuant to its obligations under the Cotonou II Arrears Administration Agreement. However, the Guarantors and the Bank shall be bound as between themselves by any final decision of a competent court or arbitral tribunal over a dispute between the Bank and a Guaranteed Debtor that determines the occurrence of a Political Risk.  The Bank shall keep the Guarantors regularly informed of the status of any such proceedings.
 
2.06		The Bank shall inform the Guarantors of each occurrence of a Political Risk and of any disagreement between the Bank and a Guaranteed Debtor as to the occurrence of a Political Risk.

2.07		The Guarantee may also be called whenever a Guaranteed Debtor makes, or the Bank through the realisation of a Third-Party Guarantee receives, a payment which the Bank cannot, for any reason, use without restriction or over which it does not have unfettered control. 

ARTICLE 3
Terms of payments under the Guarantee

3.01		The Guarantors shall pay to the Bank the amounts demanded by the Bank in euros. The amounts demanded by the Bank shall take into account any funds which are capable of being applied by the Bank from the LLCA in respect of unpaid Guaranteed Sums. The LLCA shall be managed in accordance with the provisions of the Cotonou II Arrears Administration Agreement and the terms and conditions laid down by the Bank’s governing bodies from time to time, as most recently approved on 12 June 2007.

3.02	 The Guarantor’s payment obligations under this Guarantee shall be made in accordance with the provisions of the Cotonou II Arrears Administration Agreement, and in any case shall be made no later than 3 years after demand in writing is made by the Bank under the Guarantee.	

3.03		The Bank shall not require any individual Guarantor to make any payment due, unless at the same time and in the proportions of Annex 2, it requires the other Guarantors to make payment pursuant to this Guarantee. If the Bank has determined that a Political Risk has occurred, it may make such a demand, and the Guarantors shall comply with the demand, even in a case where the Guarantors have instructed the Bank in the terms envisaged by Article 2.05 B.

ARTICLE 4
Loan terms, Administration and Information

4.01		The Bank shall manage all Loans covered by this Guarantee in accordance with good banking practice and with the Bank’s standard criteria and procedures, in particular, in accordance with its Credit Risk Policy Guidelines as modified from time to time, and subject to its usual controls. The Bank shall act with due diligence in recovering any Guaranteed Sum from any Guaranteed Debtor or from any security.

The terms and conditions applicable to the Loans covered by this Guarantee are defined in accordance with the principles and guidelines laid down by the Bank’s governing bodies from time to time, as most recently approved on 12 June 2007.

4.02		The Guarantors hereby authorise the Bank to grant to a Guaranteed Debtor one or more extensions of time and to generally amend the terms of the relevant agreement with any Guaranteed Debtor, while remaining within the scope of the Cotonou Framework.

4.03	        The Bank shall provide to the Guarantors twice a year by 31 January and 31 July respectively: 

(i) 	an information sheet, in the form of Annex 4, containing information, effective as of 31 December and 30 June on the Loan Agreements covered by the present Guarantee; and 

(iii)	the prudential limits, in the form of Annex 5, as defined in accordance with the principles and guidelines laid down by the Bank’s governing bodies from time to time, as most recently approved on 12 June 2007.

4.04	The Bank shall inform the Guarantors of any fact or circumstance, which it judges not to be already generally known and which it considers likely to result in the making of a demand under this Guarantee. The Bank is not obliged to seek such information.

ARTICLE 5
Subrogation

5.01	To the extent that a Guarantor makes any payment to the Bank pursuant to this Guarantee, it shall be subrogated to the rights, including security rights, of the Bank in respect of its claims against the Guaranteed Debtors. Such right of subrogation may not be invoked to the detriment of the Bank.

5.02	In every Third-Party Guarantee, the Bank shall exclude any right of contribution against the Guarantors by the Third-Party Guarantor and shall exclude any other right of recourse of the Third-Party Guarantor against the Guarantors. The Bank shall indemnify the Guarantors for any liability towards Third-Party Guarantors resulting from this Guarantee.

5.03	Where the Guarantors are subrogated to the rights of the Bank, the Bank shall, if so requested by the Guarantors, administer and manage the relevant claims under Article 5.01 in accordance with the terms and conditions of the Cotonou II Arrears Administration Agreement.

  5.04	Pending signature of the Cotonou II Arrears Administration Agreement, the Guarantors and the Bank agree to apply the arrears administration agreement entered into by the Member States and the Bank on 8 April 2002 to all recovery actions initiated by the Bank in respect of Loan Agreements covered by this Guarantee and the new terms and conditions for own resource operations in the African, Caribbean and Pacific States as approved by the Board of Directors of the Bank on 12 June 2007.

5.05	As part of the subrogation upon the occurrence of a Non-Transfer of Currency, as defined in Annex 3, the following provision applies: 

	When a Guaranteed Sum falls due and where the Guaranteed Debtor, on terms acceptable to the Bank, makes a deposit, in the amount of the said Guaranteed Sum, or equivalent financial asset in favour of the Bank in local currency, in the currency of the Loan or in any other freely convertible currency but where such deposit or other asset is not transferable or convertible, the Guarantors hereby authorise the Bank to limit the Guarantors’ claim in respect of the portion of the Guaranteed Sum corresponding to the amount of the deposit or other asset, to such deposit or other asset.

ARTICLE 6
Taxes and Expenses

6.01	Any fiscal charges and other expenses incurred in connection with the making, the performance or the enforcement of this Guarantee shall be borne by the Guarantors pro-rata to their respective participations as set out in Annex 2.

6.02	The Guarantors will indemnify the Bank for all taxes and expenses incurred by the Bank in seeking recovery of Guaranteed Sums, in accordance with the Cotonou II Arrears Administration Agreement or pending its adoption, in accordance to the arrears administration agreement entered into by the Member States and the Bank on 8 April 2002. 

ARTICLE 7
Law applicable

7.01	This Guarantee shall be governed by and construed in accordance with the general principles common to the laws of the Member States.

ARTICLE 8
Jurisdiction

8.01	Any dispute between the parties to this Guarantee that is not promptly and amicably resolved shall be referred for decision to the Court of Justice of the European Communities pursuant to Article 238 of the EC Treaty

ARTICLE 9
Confidentiality

9.01	Having regard to the fact that some of the information exchanged in the context of this Guarantee may be confidential and may even be in some instances commercially sensitive, both the Bank and the Guarantors undertake to abstain from divulging to a third-party, without the prior written consent of the other, any information communicated to either of them in the context of this Guarantee. This undertaking does not affect, however, the communication of information which is required by operation of law or by an order of a court of competent jurisdiction.

ARTICLE 10
Notices and Communications

10.01	Notices and other communications given hereunder to the Guarantors or to the Bank shall be sent by registered letter or other recognised means of communication addressed to the recipient at its address set out below:

	For a Guarantor:		Its respective address set out in Annex 1

	For the Bank:		100, boulevard Konrad Adenauer
					L-2950 Luxembourg

	Any change to the addresses as listed above shall have effect only after such change has been notified in writing to the other parties. 

	The Recitals and the five Annexes form an integral part of this Guarantee.

ARTICLE 11
Signature of Guarantee

11.01	This Guarantee will be binding in respect of each Guarantor immediately upon its valid signature or ratification of the Guarantee. 

11.02	The authentic texts of this Guarantee shall be in English, French and German. This Guarantee shall be signed in one original in each of the three authentic languages. 

11.03	The originals shall be deposited at the Bank. The Bank shall send certified copies of the originals in the three authentic languages to each Guarantor bound by this Guarantee. 

IN WITNESS WHEREOF each of the parties hereto has caused this Guarantee to be signed by its authorised signatory on the date hereafter respectively provided.

Signed on behalf of The Kingdom of Belgium

by: __________________________		date: ________________________
						Name of
						signatory:____________________

	Signed on behalf The Republic of Bulgaria

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Czech Republic

by: __________________________		date: ________________________
								Name of 											signatory:____________________

Signed on behalf of The Kingdom of Denmark

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Federal Republic of Germany 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Republic of Estonia 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Hellenic Republic

by: __________________________		date: ________________________
						Name of
						signatory:____________________

	Signed on behalf of The Kingdom of Spain

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The French Republic

by: __________________________		date: ________________________
						Name of
						signatory:____________________

	Signed on behalf of Ireland

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Italian Republic

by: __________________________		date: ________________
						Name of
						signatory:____________________

Signed on behalf of The Republic of Cyprus 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Republic of Latvia 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Republic of Lithuania 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Grand Duchy of Luxembourg

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Republic of Hungary 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of Malta 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Kingdom of the Netherlands

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Republic of Austria

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Republic of Poland 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Portuguese Republic

by: __________________________		date: ________________________
						Name of
						signatory: ____________________

	Signed on behalf of Romania

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Republic of Slovenia 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Slovak Republic 

by: __________________________		date: ________________________
						Name of
						signatory:____________________

	Signed on behalf of The Republic of Finland

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The Kingdom of Sweden

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of The United Kingdom of Great Britain and Northern Ireland

by: __________________________		date: ________________________
						Name of
						signatory:____________________

Signed on behalf of European Investment Bank

by: __________________________		date: ________________________
          						Name of
						signatory:____________________

Annex 1
List of Addresses for the purposes of Article 10

THE KINGDOM OF BELGIUM:

Service Public Fédéral Finances
           Administration de la Trésorerie	
           Questions Financières Internationales et Européennes
30, avenue des Arts
B-1040 Bruxelles

THE REPUBLIC OF BULGARIA:

Министерство на финансите
Дирекция "Външни финанси"
Отдел "Европейски финансови институции"
Улица „ Раковски” , № 102 
1040 София
Република България

Ministry of Finance
Foreign Finance Directorate
European Financial Institutions Department
102 Rakovski Str.
BG-1040 Sofia

The Czech Republic:

Ministerstvo Financí
Evropská unie a mezinárodní vztahy
Letenská 15
CZ-118 10 Praha 1

THE KINGDOM OF DENMARK:

Udenrigsministeriet
Asiatisk Plads 2
DK - 1448 - Copenhagen K

THE FEDERAL REPUBLIC OF GERMANY:

Bundesministerium der Finanzen
Referat EA2
             Wilhelmstrasse 97
             D-10117 Berlin

The Republic of Estonia:

Rahandusministeerium
              Suur-Ameerika 1
              EE- 15006 Tallinn

THE HELLENIC REPUBLIC :

Õðïõñãåßï Ïéêïíïìßáò & Ïéêïíïìéêþí 
             Ãåíéêü ËïãéóôÞñéï ôïõ ÊñÜôïõò 
             25ç Äéåýèõíóç Êßíçóçò Êåöáëáßùí, ÅããõÞóåùí Äáíåßùí &                
             Áîéþí 
             Ðáíåðéóôçìßïõ 25-29
             GR-101 65 ÁèÞíá 

Ministry of Economy and Finance,
General Accounting Office of the State
        25th Directorate
        25, Panepistimiou str
        GR-10165 Athens

THE KINGDOM OF SPAIN :

Ministerio de Economía y Hacienda
Dirección General del Tesoro y Política Financiera
Servicio de Avales
Paseo del Prado, Num. 6
E-28014 Madrid

THE FRENCH REPUBLIC :

Ministère de l’Économie, de l’Industrie et de l’Emploi
Direction générale du Trésor et de la Politique Économique
Service des politiques macroéconomiques et des affaires européennes
             Teledoc 652
             139 rue de Bercy
             FR- 75572 Paris CEDEX 12

IRELAND:

Department of Finance
International Financial Institutions Section
        South Block
        Government Buildings
        Upper Merrion Street
             IE-Dublin 2

THE ITALIAN REPUBLIC:

Ministero dell’Economia e delle Finanze
Dipartimento del Tesoro
Rapporti Finanziari Internazionali - Ufficio XI
Via XX Settembre, 97
I -00187 Rome

THE REPUBLIC OF CYPRUS:

Υπουργείο Οικονομικών
             Διεύθυνση Χρηματοδοτήσεων και Επενδύσεων 
             Γωνία Μιχαήλ Καραολή και Γρηγόρη Αυξεντίου 
             CY-1439 Λευκωσία
 
              Ministry of Finance
              Finance and Investment Division
              Michael Karaoli and Grigori Afxentiou Str 
              CY-1439 Nicosia

THE REPUBLIC OF LATVIA:

Latvijas Republikas Finanšu ministrija
Smilšu iela 1
LV-1919, Rīga

THE REPUBLIC OF LITHUANIA:

Lietuvos Respublikos finansų ministerija
J.Tumo-Vaižganto 8A/2
LT-01512 Vilnius

THE GRAND DUCHY OF LUXEMBOURG:

Ministère des Finances
3, rue de la Congrégation
L-2931 Luxembourg

THE REPUBLIC OF HUNGARY:

Pénzügyminisztérium 
Nemzetközi kapcsolatok főosztálya 
Budapest 
József nádor tér 2-4 
HU-Magyarország – 1051

MALTA:

Ministeru tal-Finanzi, l-Ekonomija u Investiment
             Maison Demandols
             Triq in-Nofsinhar
             MT-Valletta VLT 2000

THE KINGDOM OF THE NETHERLANDS:

Ministerie van Financiën 
             Prinses Beatrixlaan 512
             NL-2511 CW Den Haag

THE REPUBLIC OF AUSTRIA :

Sektion III, Wirtschaftspolitik und Finanzmärkte
Bundesministerium für Finanzen
Hintere Zollamtsstrasse 2b
A-1030 Wien

THE REPUBLIC OF POLAND :

Ministerstwo Finansów
ul. Świętokrzyska 12
PL-00 – 916 Warszawa

THE PORTUGUESE REPUBLIC :

Ministério das Finanças
Direcção Geral do Tesouro
Rua da Alfândega, 5-1° andar
P-1194 Lisboa

ROMANIA :

Ministerul Economiei si Finantelor 
             Directia generala de trezorerie si datorie publica 
               str. Apolodor, nr. 17 
              RO-sector 5 Bucuresti

THE REPUBLIC OF SLOVENIA :

Ministrstvo za finance
Župančičeva 3
SI-1502 Ljubljana

THE REPUBLIC OF FINLAND :

Ulkoasiainministeriö
  Kehityspoliittinen osasto
  Yleisen kehityspolitiikan ja suunnittelun yksikkö             
  Katajanokanlaituri 3
  FIN -00161 Helsinki

THE SLOVAK REPUBLIC :

Ministerstvo financií Slovenskej republiky 
Sekcia európskych a medzinárodných záležitostí
Štefanovičova 5
SK-817 82 Bratislava

THE KINGDOM OF SWEDEN :

Finandepartementet
Internationella avdelningen
      Drottninggatan 21
      S-10333 Stockholm

THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND :

The Head of European Union Department
Department for International Development
1 Palace Street
UK-London SW1E 5HE

                                                                          Annex 2

Respective participation of Guarantors

See fifth Recital.

| Capital of the Bank | 164,808,169,000.00 | |
| subscribed by the Member States as follows: | | |
| Germany | 26,649,532,500.00 | 16.170031% |
| France | 26,649,532,500.00 | 16.170031% |
| Italy | 26,649,532,500.00 | 16.170031% |
| United Kingdom | 26,649,532,500.00 | 16.170031% |
| Spain | 15,989,719,500.00 | 9.702019% |
| Belgium | 7,387,065,000.00 | 4.482220% |
| Netherlands | 7,387,065,000.00 | 4.482220% |
| Sweden | 4,900,585,500.00 | 2.973509% |
| Denmark | 3,740,283,000.00 | 2.269477% |
| Austria | 3,666,973,500.00 | 2.224995% |
| Poland | 3,411,263,500.00 | 2.069839% |
| Finland | 2,106,816,000.00 | 1.278344% |
| Greece | 2,003,725,500.00 | 1.215793% |
| Portugal | 1,291,287,000.00 | 0.783509% |
| Czech Republic | 1,258,785,500.00 | 0.763788% |
| Hungary | 1,190,868,500.00 | 0.722579% |
| Ireland | 935,070,000.00 | 0.567369% |
| Rumania | 863,514,500.00 | 0.523951% |
| Slovakia | 428,490,500.00 | 0.259993% |
| Slovenia | 397,815,000.00 | 0.241381% |
| Bulgaria | 290,917,500.00 | 0.176519% |
| Lithuania | 249,617,500.00 | 0.151459% |
| Luxembourg | 187,015,500.00 | 0.113475% |
| Cyprus | 183,382,000.00 | 0.111270% |
| Latvia | 152,335,000.00 | 0.092432% |
| Estonia | 117,640,000.00 | 0.071380% |
| Malta | 69,804,000.00 | 0.042355% |
| | | | | 100.00000% |

Annex 3
Definition of Political Risks

namely Non-Transfer of Currency, Expropiation, War or Civil Disturbance and Denial of Justice upon Breach of Contract

1.	NON-TRANSFER OF CURRENCY

means:

any action by the Host Government which, directly or indirectly, prevents a Guaranteed Debtor from converting funds in local currency into the currency of the Loan Agreement or into a freely convertible currency or into another currency deemed acceptable by the Bank, or from transferring outside the Host Country the local currency concerned or the currency into which the local currency has been converted, for the purpose of (i) paying any Guaranteed Sum, (ii) receiving any Guaranteed Sum in the currency and in accordance with the terms and conditions agreed, or (iii) recovering any Guaranteed Sum which has been duly paid; and
any failure by the Host Government to take action with a view to effecting or allowing such conversion or such transfer by or on behalf of the Bank, or a Guaranteed Debtor; 
with the proviso that:
(a)	the Guaranteed Debtor is able freely and lawfully to avail itself within the Host Country of the local currency or other currency into which the local currency has been converted; and
(b)	the Guaranteed Debtor concerned or, as the case may be, the Bank has without success for a period of 30 days endeavoured by all reasonable means to complete the necessary legal formalities to effect the transfer or conversion.
2.	EXPROPIATION
means:

any measure taken, directed, authorised, ratified, or approved by the Host Government, which is an administrative action or a legislative action and constitutes expropriation within the meaning of this Section 2.

A measure constitutes an act of expropriation within the meaning of this Section 2 if the measure:

(a)	prevents the Guaranteed Debtor from paying a Guaranteed Sum and results in a default that continues for a period of 90 days; or
(b)	deprives for a period of 90 days a Third-Party Guarantor or the Bank of its rights as a creditor against collateral security or commercial guarantees of repayment in respect of scheduled payments that have fallen due for other reasons than as a consequence of one of the risks defined in this Annex; or
(c)	deprives a Third-Party Guarantor or the Bank, for a 90-day period, of the use of funds deposited either in local currency or in foreign currency, with a financial institution in the Host Country, by him or for his account for the purposes of recovery under scheduled payments.
No measure on the part of the Host Government shall be deemed to constitute an expropriation if it constitutes a bona fide non-discriminatory measure of general application of a kind that governments normally take in the public interest for such purposes as ensuring public safety, raising tax revenue, protecting the environment or regulating economic activities, unless the measure is designed by the Host Government to have a confiscatory effect.
Breach by the Host Government of a contractual obligation owed to a Guaranteed Debtor shall not of itself constitute an expropriatory measure.
3.	WAR OR CIVIL DISTURBANCE
means:

any act of war (declared or otherwise), revolution, insurrection, civil war, riot or social strife, terrorism or sabotage having the direct and immediate effect of

(i)	preventing a Guaranteed Debtor for a period of 90 days from paying a Guaranteed Sum or 

(ii) 	preventing a Third-Party Guarantor or the Bank for a period of 90 days from effecting recovery in respect of Guaranteed Sums which have been duly paid or from receiving a Guaranteed Sum in the due currency and in the manner contractually provided for.

In all cases, to constitute an act of war or civil disturbance, the act must have been undertaken with the primary intent of pursuing a political objective. Acts undertaken principally in order to support labour, employment, students’ interests or other non-political objectives shall not be covered under this Section 3.
The time periods of 30 or 90 days referred to in Sections 1, 2 and 3 of this Annex shall not apply if the payment default, deprivation of entitlement or non-recovery results from the extension of an event, as defined in this Annex, the existence of which has been duly established during a prior payment default for which the time periods referred to above have already been applied.
4.	DENIAL OF JUSTICE UPON BREACH OF CONTRACT
means:

the repudiation or breach by a Host Government of a Project Agreement (as defined below), where the repudiation or breach either:

(i)	prevents, or materially contributes to preventing, the Guaranteed Debtor from performing its obligations towards the Bank; or
(ii)	prevents the Bank or a Third-Party Guarantor from realising the full value of security taken over the revenues or other benefits derived from any security interest in the Project Agreement.
Cover shall be limited to cases where an arbitral tribunal renders a final, binding and enforceable award providing for damages in respect of the Relevant Party’s claim for damages for breach or repudiation; provided that:
(a)	the award is for a specified monetary amount, and is rendered for breach of a contractual obligation under, or for repudiation of, a Project Agreement by the Host Government;
(b)	the Relevant Party has made reasonable efforts to exhaust all legal remedies to enforce the award against the Host Government for a period of 180 consecutive days from the date of the award. A precautionary demand upon the Bank can be made by a Third-Party Guarantor in cases where this period has not yet expired within the 2 years preclusion period set out in Article 2.03 (ii) of this Guarantee. Such precautionary demand does not entitle the Bank to make a demand for payment under this Guarantee, but merely serves as a means to suspend the preclusion set out in article 2.03 (ii) of this Guarantee. Any remaining part of the preclusion period shall start to run again upon expiration of the enforcement period. The Bank shall inform the Guarantors of any precautionary demands made by a Third-Party Guarantor;

(c)	the Host Government’s refusal to enforce the award is arbitrary and/or discriminatory.
For this purpose:
(a)	An “arbitral tribunal” means any arbitral tribunal or panel, wherever it is established, which is independent from the Host Government, and which is entrusted under the terms of the Project Agreement to make a final, binding and enforceable award on a claim by a Relevant Party there under and whose award is capable of enforcement in the Host Country under the provisions of the New York Convention on the Recognition and Enforcement of Arbitral Awards;
(b)	An award is deemed to be “binding”, if it creates legal rights for the parties in relation to the subject matter of the dispute between them;
(c)	An award is deemed to be “enforceable” unless the arbitral tribunal that renders the award, or any other competent body, suspends or denies the enforcement of the award;
(d)	An award of an arbitral tribunal is deemed “final”, if the time for appeal or challenge to the award has expired without an admissible challenge or appeal having been made;
(e)	“Project” means a project within the scope of the Cotonou Framework and described by a Project Credit Report;
(f)	“Project Agreement” means an agreement, contract or binding commitment between a Relevant Party and a Host Government which is directly related to a Project and is, in the reasonable opinion of the Bank, critical to the financial or technical viability of the Project, and includes, by way of illustration, any of the following types of agreement or commitment, namely supply agreements, off-take agreements, subsidy agreements, user agreements, concessions, licences to exploit, or price setting mechanisms;
(g)	“Relevant Party” means a Borrower or a parent company or a subsidiary of the Borrower situated in the same country than the Borrower.
The Relevant Party or the Third-Party Guarantor shall be obliged to take all reasonable efforts to exhaust available remedies to enforce the award against the Host Government or to use reasonable efforts to ensure that the Relevant Party or the Third-Party Guarantor which is able to exercise those remedies does so.

Each agreement with a Guaranteed Debtor shall reserve for the Bank the right to specify the measures that the Relevant Party or the Third-Party Guarantor shall take, or shall ensure be taken, to enforce an arbitral award on a claim for breach or repudiation of contract. The Bank is not obliged to require any party to take measures that are, in the judgement of the Bank, disproportionate to their likely benefit.

The Bank may agree to reimburse any Guaranteed Debtor for the reasonable cost of enforcement proceedings. The Guarantors shall reimburse the Bank for any cost it thereby incurs.

5.	GENERAL EXCLUSION

None of the following acts or risks shall warrant the calling of the Guarantee:

•	any act of the Host Country to which the Guaranteed Debtor or, in the case of Section 4 of this Annex, the Relevant Party, has freely consented or where the preponderant cause lies in the illegal and unreasonable conduct of the Guaranteed Debtor or the Relevant Party;
•	any Political Risk, as defined above, clearly prevailing at the date on which the Bank signed the relevant Loan Agreement or security agreement and producing the effects referred to in this Annex at such date.

Annex 4
GUARANTEE AGREEMENT BETWEEN THE MEMBER STATES AND THE EIB DATED DD/MM/YY
CONCERNING LOANS MADE BY THE EIB FROM ITS OWN RESOURCES UNDER THE FINANCIAL PROTOCOLS ^*)
Semi-annual information sheet as of [31/12/YY] [30/06/YY] pursuant to Article 4.03 of the Guarantee Agreement | | |
(all amounts in thousands of euros) | | | | | | | | | | |
NB: | ^1)  Risk Sharing operations are those marked Y(es) under ASLA (Adequately Secured Loan Agreement) | | | |
| ^2)  Loan marked Y(es) under "Expected call" are those for which sums previously called on the Guarantee have not yet been repaid to the |
| Member States and for which the Bank expects to call on the Guarantee also with respect to the next instalment | | |
| ^3)  Euro amount of the next (half-yearly, unless otherwise stated) instalment of principal and interest. Amounts are indicative and stated without responsibility,
| as they may vary due to exchange fluctuations and other factors such as further disbursements of the Loan. | | |
A. Previously Reported Loan Operations | | | | | | | | |
Date of | Project | Borrower | Loan | Amounts disbursed | Third Party | Act | ASLA | Expected call | Next
Signature | | | Amount | and unrepaid | Guarantor | | Y/N ^1) | Y/N ^2) | instalment ^3)

B. New Loan Operations | | | | | | | | | | |
| TOTALS A + B | | | | | | | | | |

| Annex 5 | |
Semi-annual information sheet as of [31/12/YY] [30/06/YY] on Prudential Limits ^*) | | |
| | Ceiling | Signed exposure | Disbursed exposure
| | % | EUR m | EUR m | % of ceiling | EUR m | % of ceiling
Sovereign operations as a percentage of the Cotonou mandate | | 60% | 1032 | | | |
Target ceiling to the expected loss on the portfolio of loans to sovereigns | | 8% | | | | |
Debt outstanding from sovereign borrowers rated C as a percentage of the sovereign portfolio | | 25% | 258 | | | |
Sovereign exposure to any single country as a percentage of total exposure | | 20% | | | | |
^1. ^*) I.e. The prudential limits under this Annex 5 shall be provided for reference only, they are not binding and shall be defined in accordance with the principles and guidelines laid down by the Bank’s governing bodies from time to time, as most recently approved on 12 June 2007.

-DRAFT-