Public Disclosure Authorized CONFORMED COPY LOAN NUMBER 1469 YU Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized PROJECT AGREEMENT (Second Power Transmission Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and ELEKTROPRENOS - SARAJEVO ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ELEKTROPRIVREDE BOSNE I HERCEGOVINE - SARAJEVO HIDROELEKTRANE NA TREBISNJICI - TREBINJE, ORGANIZACIJA U SASTAVU ELEKTROPRIVREDE BOSNE I HERCEGOVINE - SARAJEVO ELEKTROPRENOS - ZAGREB ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE- ZAGREB ELEKTROPRENOS - SPLIT ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE-ZAGREB ELEKTROPRENOS - MATULJI ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE-ZAGREB DRAVSKE ELEKTRARNE-MARIBOR ORGANIZACIJA V SESTAVU SAVSKE ELEKTRARNE-LJUBLJANA ORGANIZACIJA V SESTAVU SOSKE ELEKTRARNE-NOVA GORICA ORGANIZACIJA V SESTAVU Dated July 11, 1977
PROJECT AGREEMENT AGREEMENT, dated July 11, 1977, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, party of the first part (such party of the first part hereinafter called the Bank) and ELEKTROPRENOS - SARAJEVO ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ELEKTROPRIVREDE BOSNE -I HERCEGOVINE - SARAJEVO (hereinafter called Elektroprenos Sarajevo), HIDROELEKTRANE NA TREBISNJTICI - TREBINJE ORGANIZACIJA U SASTAVU ELEKTROPRIVREDE BOSNE I HERCEGOVINE - SARAJEVO (hereinafter called Trebinje), ELEKTROPRENOS-ZAGREB ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE-ZAGREB (hereinafter called Elektroprenos Zagreb), ELEKTROPRENOS-SPLIT ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE-ZAGREB (hereinafter called Elektrop. nos Split), ELEKTROPRENOS-MATULJI ORGANIZACIJA ZA PRENOS ELEKTR.IC1, ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE-ZAGREB (hereinafter called Elektroprenos Matulji), DRAVSKE ELEKTRARNE-MARIBOR ORGANIZACIJA V SESTAVU (hereinafter called Maribor), SAVSKE ELEKTRARNE-LJUBLJANA ORGANIZACIJA V SESTAVU (hereinafter called Ljubljana) and SOSKE ELEKTRARNE-NOVA GORICA ORGANIZACIJA V SESTAVU (hereinafter called Nova Gorica), parties of the second part (any such parties of the second part hereinafter sometimes individually called a Beneficiary and all such parties of the second part hereinafter sometimes collectively called the Beneficiaries). WHEREAS (A) By the Loan Agreement of even date herewith between the Bank, party of the first part and ELEKTROPRIVREDA BOSNE I HERCEGOVINE-SARAJEVO (hereinafter sometimes called Elektroprivreda-BiH), ZAJEDNICA ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE ZAGREB (hereinafter sometimes called ZEOH Zagreb), ELEKTROPRENOS - SKOPJE ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ELEKTROSTOPANSTVA MAKEDONIJE - SKOPJE (hereinafter sometimes called Elektroprenos Skopje), ELEKTROPRENOS - TITOGRAD ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ELEKTROPRIVREDE CRNE GORE - NIKSIC (hereinafter sometimes called Elektroprenos Titograd), ELEKTROISTOK - BEOGRAD ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZDRUZENOG ELEKTROPRIVREDNOG PREDUZECA - BEOGRAD (hereinafter sometimes called Elektroistok),
-2- ZDRUZENA ELEKTROGOSPODARSKA PODJETJA SLOVENIJE-MARIBOR (hereinafter sometimes called Elektrogospodarstvo Slovenije) parties of the the second part (any of such parties of the second part hereinafter sometimes individually called a Borrower and all such parties of the second part hereinafter sometimes collectively called the Borrowers), and ELEKTROSTOPANSTVO MAKEDONIJE - SKOPJE (hereinafter sometimes called Elektrostopanstvo Makedonije), ELEKTROPRIVREDA CRNE GORE - NIKSIC (hereinafter sometimes called Elektroprivreda Crne Gore), ZDRUZENO ELEKTROPRIVREDNO PREDUZECE - BEOGRAD (hereinafter called ZEP), parties of the third part (any of such parties of the third part hereinafter sometimes individually called an Organization of Associated Labor and all such parties of the third part hereinafter sometimes collectively called the Organizations of Associated Labor), and ZAJEDNICA JUGOSLOVENSKE ELEKTROPRIVREDE-BEOGRAD, party of the fourth part (such party of the fourth part hereinafter called JUGEL), all such parties of the second, third and fourth parts acting in their own names and in the name of, and on behalf of, their respective constituent organizations, the Bank has agreed to make available to the Borrowers an amount in various currencies equivalent to eighty million dollars ($80,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that the Beneficiaries agree to undertake such obligations toward the Bank as hereinafter set forth; (B) Part of each Individual Portion of the Loan (as this term is defined in the Loan Agreement) will be made available by Elektroprivreda BiH, ZEOH Zagreb, and Elektrogospodarstvo Slovenije to each of the Beneficiaries which are their respective constituent member organizations on account of the carrying out by such Beneficiaries of their Individual Parts of the Project as this term is defined in the Loan Agreement; WHEREAS the Beneficiaries, in consideration of the Bank's entering into the Loan Agreement with the Borrowers, have agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows:
- 3 - ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the Loan Agreement, the Preamble to the Loan Agreement and this Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. Elektroprenos Sarajevo, Trebinje, Elektroprenos Zagreb, Elektroprenos Split, Elektroprenos Matulji, Maribor, Ljubljana and Nova Gorica shall each carry out its Individual Part of the Project, as this term is defined in the Loan Agreement and as specified in Schedule 2 to the Loan Agreement: (i) all with due diligence and efficiency and in conformity with appropriate administrative, financial and engineering practices; and (ii) all in cooperation with the Borrowers, Elektrostopanstvo Makedonije, Elektroprivreda Crne Gore, ZEP and JUGEL (as such cooperation is described in more detail in Schedule 7 to the Loan Agreement) in a practical manner designed to ensure the most efficient construction and operation of the interconnected power transmission system, including the Project, as a whole; and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 2.02. The Beneficiaries shall in cooperation with each other, the Borrowers, Elektrostopanstvo Makedonije, Elektroprivreda Crne Gore and ZEP cause JUGEL to carry out the plan of action referred to in paragraph (e) of Section 3.02 of the Loan Agreement. Section 2.03. Except as the Bank shall otherwise agree, contracts for the purchase of goods or for civil works to be financed out of the proceeds of the Loan, shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. Section 2.04. (a) Each of the Beneficiaries undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of such Individual Portion of the Loan made available to it by the Borrowers
-4- against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by such Beneficiary to replace or repair such goods. (b) Except as the Bank may otherwise agree, each of the Beneficiaries shall cause all goods and services' financed out of the proceeds of such Individual Portion of the Loan made available to it by the Borrowers to be used exclusively for its Individual Part of the Project. Section 2.05. (a) The Beneficiaries (acting through the Borrowers and JUGEL) shall furnish to the Bank, for its approval, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. The construction and procurement schedules shall provide for the carrying out of the Project in a way that will ensure concurrent completion of related facilities and the use of the individual parts thereof as soon as they are completed. (b) Each of the Beneficiaries: (i) shall maintain records adequate to record the progress of its Individual Part of the Project (including the cost thereof) and to identify the goods and services financed out of the proceeds of such Individual Portion of the Loan made available to it by the Borrowers, and to disclose the use thereof in its Individual Part of the Project; (ii) shall, without limitation upon the provisions of paragraph (c) of this Section, enable the Bank's representatives to visit the facilities and construction sites included in such Individual Part of the Project and to examine the goods financed out of such proceeds and any relevant records and documents; (iii) shall furnish, (acting through the Borrowers and JUGEL), to the Bank within thirty calendar days after each calendar quarter a report of such scope and in such detail as the Bank shall reasonably request on the progress of its respective Individual Part of the Project, during such quarter; and (iv) (acting through the Borrowers and JUGEL) shall furnish to the Bank all such information as the Bank shall reasonably request concerning such Individual Part of the Project, the expenditure of the proceeds of such Individual Portion of the Loan made available to it and the goods and services financed out of such proceeds.
-5- (c) Each of the Beneficiaries shall enable the Bank's representatives to examine all such plants, installations, sites, works, buildings, property and equipment of such Beneficiary and any such relevant records and documents, as the Bank may reasonably request. Section 2.06. (a) Each of the Beneficiaries shall, at the request of the Bank, exchange views with the Bank with regard to the progress of the Project, the performance of its obligations under this Agreement, and other matters relating to the purposes of the Loan. (b) Each of the Beneficiaries, acting through the Borrowers and JUGEL, shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of its Individual Part of the Project, the accomplishment of the purposes of the Loan, or the performance by such Beneficiary of its obligations under this Agreement. Section 2.07. Each of the Beneficiaries shall take or cause to be taken all such action as shall be necessary to acquire no later than December 31, 1978 or such other date as the Bank may agree all such land, and rights in respect of land including, but wilhout limitation, all such rights of way and easements as shall be required for the construction (and operation) of the facilities included in its Individual Part of the Project and shall furnish to the Bank, through the Borrowers and JUGEL, promptly after such acquisition, evidence satisfactory to the Bank that such land and rights in respect of land are available for purposes related to its Individual Part of the Project. Section 2.08. In carrying out the works under its Individual Part of the Project, each of the Beneficiaries shall employ qualified and experienced contractors upon terms and conditions which shall include inter alia, the requirement for each contractor to carry out the works under such contract in accordance with a firm completion schedule for its Individual Part of the Project and provisions under which each of the Beneficiaries, which shall be a party to such contract, shall be entitled to appropriate penalties in case of failure by the contractor to perform in accordance with the provisions of such contract, including without limitation, the said completion schedule for the carrying out of such works.
-6- ARTICLE III Management and Operations of the Beneficiaries Section 3.01. Each of the Beneficiaries shall at all times carry out its operations, manage its affairs and maintain its financial position in accordance with sound engineering, business, financial and public utility principles and practices, and under the supervision of experienced and competent management. Section 3.02. Each of the Beneficiaries shall take out and maintain with responsible insurers, or make other provision satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with sound practice. Section 3.03. Each of the Beneficiaries shall operate and maintain its plants, equipment and properties, and from time to time make all necessary renewals and repairs thereof, in accordance with sound engineering and public utility practices. Section 3.04. Each of the Beneficiaries shall at all times maintain the right to carry on its operations, and take all steps necessary to acquire, maintain and renew all rights and franchises which are necessary or useful in the conduct of its business. Section 3.05. The Beneficiaries shall cooperate with each other and with each of the Borrowers, Elektrostopanstvo Makedonije, Elektroprivreda Crne Gore, ZEP and JUGEL in operating and maintaining the facilities included in the Project, all with a view towards planning and operating their 380 kilovolt power transmission network as a single and integrated system. Section 3.06. Except as the Bank may otherwise agree, none of the Beneficiaries shall sell, lease, transfer, assign or otherwise dispose of any of its rights, property or assets, except in the ordinary course of business.
- 7 - Section 3.07. Each of the Beneficiaries shall by June 30, 1978, or such other date as the Bank may agree, enter into an amending agreement in form and substance satisfactory to the Bank with the others and with each of the Borrowers, Elektrostopanstvo Makedonije, Elektroprivreda Crne Gore, ZEP and JUGEL on the operation of the power transmission network. ARTICLE IV, Financial Covenants Section 4.01. Each of the Beneficiaries shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial conditions. Section 4.02. Each of the Beneficiaries shall furnish each year promptly as and when needed, to Elektroprivreda BiH, ZEOH Zagreb, Elektrogospodarstvo Slovenije, as appropriate, all such information as may be required, including without limitation its audited financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year, and such additional information as the Bank may reasonably request, all to enable them to meet the requirements of Section 5.02 of the Loan Agreement. Section 4.03. Each of the Beneficiaries shall take all such action as may be necessary or appropriate to enable the Borrowers to meet the requirements set forth in Section 5.04 of the Loan Agreement and shall provide to such Borrowers all relevant information needed for such purpose. ARTICLE V Effective Date; Termination; Cancellation and Suspension Section 5.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Bank and of the Beneficiaries thereunder shall terminate on the earlier of the following two dates:
-8- (i) (ii) the date on which the Loan Agreement shall terminate in accordance with its terms; or a date 15 years after the date of this Agreement. (b) If the Loan Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Bank shall promptly notify each of the Beneficiaries through the Borrowers and JUGEL of this event. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the Loan Agreement. Section 5.04. Each of the Beneficiaries: (i) represents that all its obligations under the Project Agreement which shall or may require for their performance the approval, cooperation or financial assistance of any governmental authorities of the Guarantor, including the Republics or Provinces in which the Beneficiary operates are undertaken with the consent and full support of such authorities; and (ii) agree that no action or failure to act by such authorities shall excuse the performance of such obligation by the Beneficiary or limit the remedies of the Bank under Article VI of the Loan Agreement in respect of any default in the performance of such obligations. ARTICLE VI Miscellaneous Provisions Section 6.01. 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:
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. Telex: 440098 (ITT) 248423 (RCA) or 64145 (WUI) For the Beneficiaries: Zajednica Jugoslovenske Elektroprivrede (JUGEL) Balkanska 13-15 Belgrade, Yugoslavia Cable address: JUGEL Belgrade Section 6.02. Any action required or permitted to be taken, and any documents required or permitted to be executed, under this Agreement on behalf of each of the Beneficiaries may be taken or executed by the General Manager of JUGEL or such other person or persons as the General Manager of JUGEL shall designate in writing. Section 6.03. JUGEL 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 the Beneficiaries, take any action or execute any documents required or permitted to be taken or executed by such Beneficiaries pursuant to any of the provisions of this Agreement. -9- Section 6.04. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. R.,
- 10 - IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, 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/ A. David Knox Acting Regional Vice President Europe, Middle East and North Africa ELEKTROPRENOS - SARAJEVO ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ELEKTROPRIVREDE BOSNE I HERCEGOVINE - SARAJEVO HIDROELEKTRANE NA TREBISNJICI - TREBINJE, ORGANIZACIJA U SASTAVU ELEKTROPRIVREDE BOSNE I HERCEGOVINE - SARAJEVO ELEKTROPRENOS-ZAGREB ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE-ZAGREB ELEKTROPRENOS-SPLIT ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE-ZAGREB ELEKTROPRENOS-MATULJI ORGANIZACIJA ZA PRENOS ELEKTRICNE ENERGIJE U SASTAVU ZAJEDNICE ELEKTROPRIVREDNIH ORGANIZACIJA HRVATSKE-ZAGREB DRAVSKE ELEKTRARNE-MARIBOR ORGANIZACIJA V SESTAVU SAVSKE ELEKTRARNE-LJUBLJANA ORGANIZACIJA V SESTAVU SOSKE ELEKTRARNE-NOVA GORICA ORGANIZACIJA V SESTAVU By /s/ Naum Ackovski Authorized Representative