Romania - Cimpulung-Muscel Polyester Project : Loan 1448 - Guarantee Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1448 RO Guarantee Agreement (Cimpulung-Muscel Polyester Project) between THE SOCIALIST REPUBLIC OF ROMANIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated June 15, 1977 GUARANTEE AGREEMENT AGREEMENT, dated June 15, 1977, between THE SOCIALIST REPUBLIC OF ROMANIA (hereinafter called the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS by the Loan Agreement of even date herewith between the Bank and Banca de Investitii (hereinafter called the Borrower) the Bank has agreed to make to the Borrower a loan in various currencies equivalent to eighteen million three hundred thousand dollars ($18,300,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that the Guarantor agree to guarantee the obligations of the Borrower in respect of such loan as hereinafter provided; NOW THEREFORE the parties hereto hereby agree as follows: 2- ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in Section 1.02 of the Loan Agreement have the respective meanings therein set forth. - 3 - ARTICLE II Guarantee; Provision of Funds Section 2.01. Without limitation or restriction upon any of its other obligations under the Guprantee Agreement, the Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of the principal of, and interest and other charges on, the Loan, and the premium, if any, on the prepayment of the Loan and the punctual performance of all the other obligations of the Borrower, pursuant to the provisions of the Loan Agreement. Section 2.02. Without limitation or restriction upon the pro- visions of Section 2.01 of this Agreement, the Guarantor specifi- cally undertakes to provide, as and when needed, the funds, facilities, services and other resources required for the Project, and to cause its departments and agencies responsible for carrying out the Project or any part thereof to cooperate effectively with each other. Section 2.03. The Guarantor and the Bank agree that, in order to realize the purposes of the Project, it shall be necessary that the requirements set forth in Section 4.01 of the Loan Agreement will be met, and, to that end, the Guarantor shall cause its departments and agencies concerne1 to comply with such require- ments and shall provide to its departments and agencies concerned, as and when needed, the funds required for that purpose. -4- ARTICLE III Other Covenants Section 3.01. It is not the practice of the Guarantor to create liens on its assets as security for external debt. It is the policy of the Bank, in making loans to, or with the guarantee of, its members not to seek, in normal circumstances, special .security from the member concerned but to ensure that no other external debt shall have priority over its loans in the alloca- tion, realization or distribution of foreign exchange held under the control or for the benefit of such member. In the event that the Guarantor shall create a lien on assets of the Guarantor, as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, and unless the Guarantor and the Bank shall otherwise agree, the Guarantor shall simultaneously, at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan by an equivalent lien on gold or other freely convertible foreign exchange assets of the Guarantor. Upon the creation of any such lien, the Guarantor shall notify the Bank thereof. -5- ARTICLE IV Representative of the Guarantor; Addresses Section 4.01. The Minister of Finance of the Guarantor is de- signated as representative of the Guarantor for the purposes of Section 11.03 of the General Conditions. Section 4.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Guarantor: Ministerul Finantelor Str. Doamnei No. 8 Bucharest Romania Telex: 011239 IGFSMFR Bucharest For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) -6- IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agree- ment to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. THE SOCIALIST REPUBLIC OF ROMANIA By /s/ Nicolae M. Nicolae Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ M.P. Benjenk Regional Vice President Europe, Middle East and North Africa