Conformed Copy - L3361 - Kolubara B Thermal Power and Lignite Mine Project - Loan Agreement with Serbia

Page 1 CONFORMED COPY LOAN NUMBER 3361 YU (Kolubara B Thermal Power and Lignite Mine Project) between REPUBLIC OF SERBIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated September 12, 1991 LOAN NUMBER 3361 YU AGREEMENT WITH SERBIA AGREEMENT, dated September 12 , 1991, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and REPUBLIC OF SERBIA (Serbia). WHEREAS (A) the Socialist Federal Republic of Yugoslavia (the Guarantor) and Elektroprivreda of Serbia (the Borrower), having been satisfied as to the feasibility and priority of the Project described in Schedule 2 to the Loan Agreement, have requested the Bank to assist in the financing of the Project; (B) by the Loan Agreement of even date herewith between the Bank and the Borrower, the Bank has agreed to extend to the Borrower a loan in various currencies equivalent to three hundred million dollars ($300,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that Serbia agree to undertake such obligations toward the Bank as are set forth in this Agreement; (C) by an agreement (the EP(S) Agreement) of even date Page 2 herewith between the Bank and the Electricity Generation Company of Serbia (EP(S)), EP(S) has agreed to undertake such obligations toward the Bank as are set forth in the EP(S) Agreement; and WHEREAS Serbia, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to undertake the obligations set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Unless the context otherwise requires, the several terms defined in the Loan Agreement, the Preamble to this Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Guarantee; Provision of Funds Section 2.01. Serbia declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Loan Agreement and, to this end, shall provide to the Borrower, as and when required, adequate funds to ensure the carrying out of the Project in a timely manner. Section 2.02. Serbia shall take all measures necessary, including the provision of funds, as and when needed, for the completion by December 31, 1994 of the Stuborovni water supply dam and the initiation of operations during that year, to ensure the timely availability of adequate water supplies for the Kolubara B thermal power plant. Section 2.03. Serbia covenants that: (a) it shall not take, or cause or permit to be taken any action which would prevent or interfere with the performance by the Borrower or by EP(S) of their respective obligations contained in the Loan Agreement and the EP(S) Agreement; and (b) within the limits of its legal powers, it shall take or cause to be taken all reasonable action necessary or appropriate to enable the Borrower and EP(S) to perform such obligations. ARTICLE III Effective Date; Termination; Cancellation and Suspension Section 3.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective. Section 3.02. This Agreement and all obligations of the Bank and of Serbia thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify Serbia thereof. ARTICLE IV Miscellaneous Provisions Section 4.01. Any notice or request required or permitted to be given or made under this Agreement and any agreement between the parties contemplated by this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address hereinafter specified or at such other address as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are: Page 3 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 197688 (TRT), Washington, D.C. 248423 (RCA), 64145 (WUI) or 82987 (FTCC) For Serbia: Republic of Serbia Nemanjna 22-26/X-9 11000 Belgrade Yugoslavia Telefax: 003811/658-334 Section 4.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of Serbia, may be taken or executed by the Minister of Mining and Energy or such other person or persons as he shall designate in writing, and he shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 4.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collec- tively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement 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. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ W. Wapenhans Regional Vice President Europe, Middle East and North Africa REPUBLIC OF SERBIA By /s/ N. Sainovic Authorized Representative