8. Article

Stāšanās spēkā 8.1. Šis galvojums stājas spēkā, kad (i) spēkā ir stājies 2004. gada 11. februārī parakstītais Līgums par Ziemeļu Investīciju banku un; (ii) visi Galvojuma līgumi ar Pārējiem galvotājiem ir pienācīgi parakstīti un noformēti. Galvojuma līgums parakstīts angļu valodā divos eksemplāros, no kuriem viens ir Galvotājam, bet otrs — Bankai. Parakstīts Helsinkos, 2004.gada 17.decembrī. LATVIJAS REPUBLIKAS ZIEMEĻU INVESTĪCIJU BANKAS valdības vārdā vārdā 1 Dānija EUR 70,112,698 (apt. 23,37 %) Igaunija EUR 2,189,894 (apt. 0,73 %) Somija EUR 51,377,349 (apt. 17,13 %) Islande EUR 3,186,941 (apt. 1,06 %) Latvija EUR 3,176,275 (apt. 1,06 %) Lietuva EUR 4,911,939 (apt. 1,64 %) Norvēģija EUR 61,324,467 (apt. 20,44 %) Zviedrija EUR 103,720,437 (apt. 34,57 %) 300,000,000 (100 %) GUARANTEE AGREEMENT BETWEEN THE REPUBLIC OF LATVIA AND THE NORDIC INVESTMENT BANK relating to Environmental Investment Loans and Environmental Investment Guarantees in accordance with Sections 7 and 9 of the Statutes attached to the Agreement concerning Nordic Investment Bank, signed 11 February 2004 between the Kingdom of Denmark, the Republic of Estonia, the Republic of Finland, the Republic of Iceland, the Republic of Latvia, the Republic of Lithuania, the Kingdom of Norway and the Kingdom of Sweden WHEREAS Nordic Investment Bank (the "Bank") makes loans ("Environmental Investment Loans") and issues loan guarantees ("Environmental Investment Guarantees") for environmental investments in the neighbouring region of the Member countries of the Bank pursuant to Sections 7 and 9 of the Statutes of the Bank; WHEREAS the Republic of Latvia (the "Guarantor") has, decided to issue a guarantee (the "Guarantee") in favour of the Bank in relation to Environmental Investment Loans and Environmental Investment Guarantees; WHEREAS the Kingdom of Denmark, the Republic of Estonia, the Republic of Finland, the Republic of Iceland, the Republic of Lithuania, the Kingdom of Norway and the Kingdom of Sweden (the "Other Guarantors" or, together with the Guarantor the "Guarantors") have decided to issue corresponding guarantees in favour of the Bank; NOW THEREFORE the undersigned parties have entered into the following guarantee agreement (the "Guarantee Agreement"): Article 1 Scope of the Guarantee 1.1 The Guarantee shall cover all loans designated by the Bank as Environmental Investment Loans and all guarantees designated by the Bank as Environmental Investment Guarantees in accordance with Section 9 of the Statutes of the Bank. The Guarantee shall cover all Environmental Investment Loans, which are outstanding from time to time and all Environmental Investment Guarantees in force from time to time. 1.2. The Guarantor guarantees on demand and jointly and severally with the Other Guarantors, to the Bank the due and punctual observance and performance of each borrower of its financial obligations under the relevant Environmental Investment Loan, including default interest and legal fees and other costs in connection with enforcing the Bank's claims against the borrower, as well as the Bank's financial obligations under the Environmental Investment Guarantees on the following terms: (i) The aggregate amount of the liability of the Guarantors shall be limited to the aggregate amount of the Bank's outstanding claims in relation to Environmental Investment Loans from time to time, plus the aggregate amount guaranteed by the Bank under the Environmental Investment Guarantees in force from time to time; (ii) The aggregate amount of the liability of the Guarantor shall not exceed EUR 3,176,275 of the aggregate amount of the total liability of the Guarantors, i.e. EUR 300 million.1 The liability of the Guarantor shall be successively decreased by the payments made by the Guarantor to the Bank under this Guarantee Agreement. Article 2 Performance of the Guarantee 2.1 The Bank may demand performance under this Guarantee Agreement if the borrower has failed to perform all or part of the obligations guaranteed under Article 1 above or if the Bank has received a demand for payment under an Environmental Investment Guarantee. 2.2 The Bank may also demand performance under this Guarantee Agreement if a payment made by the borrower is not at the free disposal of the Bank. 2.3 The Bank may not demand payment under this Guarantee Agreement without simultaneously demanding payment by the Other Guarantors. 2.4 The payment by the Guarantor shall be made within two months from the Bank's demand. 2.5 Should the borrower fail to meet its obligations under Environmental Investment Loan, or should the Bank receive a demand for payment under an Environmental Investment Guarantee (see 2.1 and 2.2 above), the Bank shall make its best efforts to recover the due and payable amounts. 2.6 The administration of Environmental Investment Loans and Environmental Investment Guarantees in cases in which the Guarantor has made a payment to the Bank under this Guarantee Agreement shall be subject to the provisions in Article 5 below. 2.7 This Guarantee Agreement shall remain in force until the aggregate amount guaranteed has been paid in full, or all Environmental Investment Loans have been repaid in full and all Environmental Investment Guarantees have lapsed or for some other reason ceased to be in force. Article 3 The administration of Environmental Investment Loans 3.1 The Bank shall as of 31 December and 31 August each year report to the Guarantor the amounts outstanding under the Environmental Investment Loans and the amounts guaranteed under the Environmental Investment Guarantees. The report shall include a short assessment by the Bank of the borrowers' ability to repay the Loan, information on any requests for deferring or rescheduling of a payment of principal and/or interest and the status of such requests as well as information on delayed payments (excluding technical delays). 3.2 The Bank shall, in addition to the above, without unreasonable delay inform the Guarantor of any circumstance which in the opinion of the Bank may adversely affect the borrower's ability to pay interest on, or make repayments of, principal on any Environmental Investment Loan, or of any occurrence or circumstance which may cause an obligation for the Bank to make a payment under an Environmental Investment Guarantee. 3.3 The Bank shall, in addition to the above, furnish the Guarantor with any requested information regarding Environmental Investment Loans and Environmental Investment Guarantees. 3.4 The Bank shall administer each Environmental Investment Loan and Environmental Investment Guarantee in accordance with generally accepted banking principles. 3.5 The obligations and liabilities of the Guarantor shall in no way whatsoever be affected by any failure on the Bank's behalf in complying with the provisions of this Article. Article 4 Assignment 4.1 The Bank shall not without the prior consent of the Guarantor assign or pledge its rights under this Guarantee Agreement. Article 5 Transfer of rights 5.1 To the extent the Guarantor has made a payment to the Bank under this Guarantee Agreement, the Guarantor shall acquire all corresponding rights of the Bank, including the right to any security for such Environmental Investment Loan or Environmental Investment Guarantee, as the case may be. 5.2 Should the Guarantor assume any of the Bank's rights in the manner described above, the Bank shall on request furnish the Guarantor with certified copies of all documents concerning the appropriate Environmental Investment Loans and Environmental Investment Guarantees. 5.3 If the Guarantor has assumed the rights of the Bank, the Bank shall at the request of the Guarantor enter into an agreement with the Guarantor regarding the administration and collection of payments under the appropriate Environmental Investment Loans or, as the case may be, Environmental Investment Guarantees. Article 6 Notices 6.1 Notices in connection with this Guarantee Agreement shall be sent to the Guarantor and/or the Bank, as the case may be under the following addresses: The Guarantor: The Bank: Ministry of Finance Nordic Investment Bank P.O. Box 249, Smilsu street 1, Fabianinkatu 34 Riga LV-1919 FIN-00171 Helsinki Latvia Finland Fax: +371 7 095503 Fax: +358 9 622 1504 Article 7 Dispute resolution 7.1 Any dispute, controversy or claim arising out of or relating to the interpretation, application or performance of this Agreement, including its existence, validity or termination, which is not settled by negotiation or other agreed mode of settlement within 60 days, shall be settled by final and binding arbitration in accordance with the Permanent Court of Arbitration Optional Rules for Arbitration involving International Organizations and States, as in effect on the date of this Agreement. 7.2 The number of arbitrators shall be three. Each party shall, as set out in detail in the arbitration rules referred to in Article 7.1, appoint one arbitrator and the two so appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator of the tribunal. In case of failure to appoint (an) arbitrator(s) in the afore described manner, the appointing authority shall be the President of the International Court of Justice. 7.3 The language to be used in the arbitral proceedings shall be English. Article 8 Entry into Force 8.1 This Guarantee shall enter into force when (i) the Agreement concerning NIB, signed 11 February 2004 has entered into force and; (ii) all Guarantee Agreements with the Other Guarantors have been duly signed and executed. This Guarantee Agreement has been signed in English in two counterparts, one for Guarantor and one for the Bank. Done in Helsinki on 17 December 2004 For and on behalf of the Government of For and on behalf of THE REPUBLIC THE NORDIC OF LATVIA INVESTMENT BANK 1 Denmark EUR 70,112,698 (app. 23,37 %) Estonia EUR 2,189,894 (app. 0,73 %) Finland EUR 51,377,349 (app. 17,13 %) Iceland EUR 3,186,941 (app. 1,06 %) Latvia EUR 3,176,275 (app. 1,06 %) Lithuania EUR 4,911,939 (app. 1,64 %) Norway EUR 61,324,467 (app. 20,44 %) Sweden EUR 103,720,437 (app. 34,57 %) 300,000,000 (100 %)