Yugoslavia - Bernardin Tourism Project : Loan 0752 - Administration and Financing Agreement - Conformed

CONFORMED COPY LOAN NUMBER 752 YU Administration and Financing Agreement (Bernardin Tourism Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND "EMONA", PROIZVODNJA, TRGOVINA, TURIZEM, INZENIRING, LJUBLJANA AND LJUBLJANSKA BANKA, LJUBLJANA DATED JUNE 18, 1971 CONFORMED COPY LOAN NUMBER 752 YU Administration and Financing Agreement (Bernardin Tourism Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND "EMONA", PROIZVODNJA, TRGOVINA, TURIZEM, INZENIRING, LJUBLJANA AND LJUBLJANSKA BANKA, LJUBLJANA DATED JUNE 18, 1971 ADMINISTRATION AND FINANCING AGREEMENT AGREEMENT, dated June 18, 1971, between, on the one side, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and, on the other side, "EMONA", PROIZVODNJA, TRGOVINA, TURIZEM, INZENIRING, LJUBLJANA (hereinafter called Emona) and LJUBLJANSKA BANKA, LJUBLJANA (hereinafter called Ljubljanska Banka). WHEREAS by an agreement of even date herewith (hereinafter called the Loan Agreement) between the Bank and Hotel "Bernardin", Piran (hereinafter called the Borrower) the Bank has agreed to assist the Borrower in financing the Project described in Schedule 2 to the Loan Agreement by making to the Borrower a loan in various currencies equivalent to ten million dollars ($10,000,000) on the terms and conditions set forth in the Loan Agreement, but only on condition that Emona and LJubljanska Banka agree to undertake the obligations set forth in this Agreement; WHEREAS Emona and the Borrower have agreed that the Project will be carried out as a joint venture between them, and Ljubljanska Banka has agreed to make available to Emona, and through Emona to the Borrower, certain funds for the purpose of assisting Emona and the Borrower in financing the Project, all as more fully described in the Recitals to the Loan Agreement and in the various agreements referred to in such Recitals; and WHEREAS Emona and Ljubljanska Banka, in consideration of the Bank's entering into the Loan Agreement with the Borrower, have agreed to undertake the obligations set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Section 1.01. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Loan Agreement (including the Recitals thereto) have the respective meanings therein set forth. ARTICLE II Section 2.01. Emona accepts all the provisions of the Loan Agreement and shall take all action required on its part to enable and cause the Borrower punctually to perform all its obligations under the Loan Agreement. 4 Section 2.02. Without limitation or restriction upon any of its other obligations under this Agreement, Emona 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 Bonds, the premium, if any, on the prepayment of the Loan or the redemption of the Bonds prior to their maturity, all as set forth in the Loan Agreement and in the Bonds. Section 2.03. (a) Emona shall endorse, in accordance with the provisions of the General Conditions, its guarantee on the Bonds to be executed and delivered to the Borrower. (b) For the purposes of Section 8.10 of the General Conditions, Emona undertakes to designate, promptly upon the request of the Bank, in writing its authorized representative. ARTICLE III Section 3.01. Ljubljanska Banka agrees that Emona shall make available to the Borrower the proceeds of the Ljubljanska Banka Loan in accordance with the provisions of the Joint Venture Agreement. Section 3.02. Ljubljanska Banka agrees that until the principal amount of the Loan and the Bonds, together with all accrued interest and other charges thereon, shall have been paid or otherwise provided for in a manner satisfactory to the Bank, Ljublanska Banka shall have no right to claim from the Borrower repayment of, and interest and any other charges on, the amount of 82,500,000 Dinars out of the proceeds of the Ljubljanska Banka Loan which is to be made available by Emona to the Borrower as equity capital in accordance with the provisions of the Joint Venture Agreement. Section 3.03. Emona and Ljubljanska Banka agree that, until such time as the entire amount of 82,500,000 Dinars of equity capital shall have been fully disbursed by Emona to the Borrower no disbursement shall be made to the Borrower out of such portion of the Ljubljanska Banka Loan as is being relent to the Borrower by Emona in accordance with the provisions of the Joint Venture Agreement. Section 3.04. Whenever there is reasonable cause to believe that the funds available to the Borrower will be inadequate to meet the expenditures required to carry out the Project, Emona and Ljubljanska Banka jointly and severally undertake promptly to provide the Borrower, or to cause the Borrower to be provided, with such funds as are needed to meet such expenditures, all on terms and conditions satisfactory to the Bank and to Ljubljanska Banka. 5 Section 3.05. Emona and Ljubljanska Banka agree that, if at any time the Borrower shall be unable to pay its debts as they mature or if any action or proceedings shall have been taken by the Borrower, Emona, Ljubljanska Banka or others whereby any assets of the Borrower shall or may be distributed among its creditors, then no payment on account of any loan made to the Borrower for the purposes of the Project or on account of any contribution to the equity capital of the Borrower shall be demanded or accepted by Emona or Ljubljanska Banka from the Borrower until the principal amount of the Loan and the Bonds then outstanding, together with all accrued interest and other charges thereon, shall have been paid or otherwise provided for in a manner satisfactory to the Bank. ARTICLE IV Section 4.01. Emona and Ljubljanska Banka agree that the execution of the Project by the Borrower, including the procurement of goods and services required for the Project and to be financed in all or in part out of the proceeds of the Loan, shall be in accordance with the provisions of the Loan Agreement and appropriate provision therefor shall be made in or pursuant to the Joint Venture Agreement, the Ljubljanska Banka Loan Agreement and any other agreement entered into between the Borrower and Emona or Ljubljanska Banka for the purposes of the Project. Section 4.02. The Bank and Ljubljanska Banka agree that they will consult and closely cooperate with each other in the administration of the Loan and of the Ljubljanska Banka Loan, in the supervision of the Project and in the exercise of such rights as they have reserved for themselves respectively in the Loan Agreement and in the Ljubljanska Banka Loan Agreement over the following matters: (i) organization of the Construction Office; (ii) selection of the Director of the Borrower and the Construction Manager; (iii) selection and terms and conditions of employment of consultants; (iv) approval of plans, design, and master list of equir ent; (v) procurement of goods and services to be financed out of the proceeds of the Loan and the Ljubljanska Banka Loan; and (vi) disbursement of the proceeds of the Loan and the Ljubljanska Banka Loan. 6 ARTICLE V Section 5.01. The Bank and Emona and Ljubljanska Banka shall cooperate fully to assure that the purposes of the Loan and of the Ljubljanska Banka Loan will be accomplished. To that end, the Bank and Emona and Ljubljanska Banka shall from time to time, at the request of any of said parties, exchange views through their representatives with regard to the performance of their respective obligations under this Agreement, the administration, operations and financial condition of the Borrower and other matters relating to the purposes of the Loan or of the Ljubljanska Banka Loan. Section 5.02. The Bank and Emona and Ljubljanska Banka shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Loan or of the Ljubljanska Banka Loan or the performance by any of them of its obligations under this Agreement. ARTICLE VI Section 6.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective. Section 6.02. The obligations of Emona and Ljubljanska Baika under this Agreement shall not be discharged except by performance and then only to the extent of such performance. Such obligations shall not be subject to any prior notice to, demand upon or action against the Borrower or the Guarantor or Emona or Ljubljanska Banka or any other party or to any prior notice to or demand upon the Borrower or the Guarantor or Emona or Ljubljanska Banka or any other party with regard to any default by any of them and shall not be impaired by any of the following: any extension of time, forbearance or concession given to any of them; any assertion of, or failure to assert or delay in asserting, any right, power or remedy against any of them; any modification or amplification of the provisions of the Loan Agreement or the Guarantee Agreement, or any document related to the Loan contemplated by the respective terms thereof; any failure of the Borrower to comply with any requirement of any law, regulation or order of the Guarantor or of any other country or of any political subdivision or agency of the Guarantor or of any other country. Section 6.03. No delay in exercising, or omission to exercise, any right, power or remedy accruing to any party under this Agreement, the Loan Agreement or the Guarantee Agreement upon any default shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence in such default, nor shall the action of such party in respect of any default, or any 7 acquiescence in any default, affect or impair any right, power or remedy of such party in respect of any other or subsequent default. Section 6.04. 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: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Intbafrad Washington, D.C. For Emona: "EMONA", proizvodnja, trgovina, turizem, inieniring Kersnikova 2 61000 Ljubljana, Yugoslavia Cable address: Emona Ljubljana For Ljubljanska Banka: Ljublanska Banka Trg revolucije S/C 61000 Ljubljana, Yugoslavia 8 Cable address: L-Banka Ljubljana Sect on 6.05. Emona and Ljubljanska Banka shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of the person or persons who will, on behalf of Emona or Ljubljanska Banka respectively, take any action or execute any documents required or permitted to be taken or executed by Emona or Ljubljanska Banka respectively pursuant to any of the provisions of this Agreement. Section 6.06. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names and delivered 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/ Simon Aldewereld Vice President "EMONA '", PROIZVODNJA, TRGOVINA, TURIZEM, INZENIRING, LJUBLJANA By /s/ Bogdan Crnobrnja Authorized Representative LJUBLJANSKA BANKA, LJUBLJANA By /s/ BogdanCrnobrnja Authorized Representative