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 ZIEMEĻU INVESTĪCIJU REPUBLIKAS BANKAS valdības vārdā vārdā 1 Dānija EUR 377,821,491 (apt. 20,99 %) Igaunija EUR 13,139,366 (apt. 0,73 %) Somija EUR 344,859,832 (apt. 19,16 %) Islande EUR 15,586,072 (apt. 0,87 %) Latvija EUR 19,057,647 (apt. 1,06 %) Lietuva EUR 29,471,632 (apt. 1,64 %) Norvēģija EUR 329,308,526 (apt. 18,29 %) Zviedrija EUR 670,755,434 (apt. 37,26 %) 1,800,000,000 (100 %) 2 Saskaņā ar Direktoru valdes lēmumu 2003. gada. 19. decembrī, kas stājās spēkā 2004. gada. 1. jūlijā, Banka uzņemas 100% no visiem zaudējumiem, kas izriet no individuāliem Projektu investīciju aizdevumiem vai Projektu investīciju galvojumiem līdz summas apmēram, kas konkrētā brīdī pieejama Fondā. Tikai pēc tam Bankai ir tiesības izmantot Galvojumus saskaņā ar 2. pantu. GUARANTEE AGREEMENT BETWEEN THE REPUBLIC OF LATVIA AND THE NORDIC INVESTMENT BANK relating to Project Investment Loans and Project Investment Guarantees in accordance with Sections 7 and 8 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 ("Project Investment Loans") and issues loan guarantees ("Project Investment Guarantees") for investments outside the Member countries of the Bank pursuant to Sections 7 and 8 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 Project Investment Loans and Project 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 Project Investment Loans and all guarantees designated by the Bank as Project Investment Guarantees in accordance with Section 8 of the Statutes of the Bank. The Guarantee shall cover all Project Investment Loans, which are outstanding from time to time and all Project 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 Project 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 Project Investment Guarantees on the following terms: (i) The aggregate amount of the liability of the Guarantors shall be limited to a total maximum amount of EUR 1,800 million but shall at no time exceed the aggregate amount of 90 per cent of the Bank's claims in relation to Project Investment Loans outstanding from time to time, plus the aggregate amount guaranteed by the Bank under the Project Investment Guarantees in force from time to time; (ii) The Bank shall bear a risk of at least 10 per cent in connection with Project Investment Loans and the beneficiary under the Project Investment Guarantees shall bear an excess risk of at least 10 per cent in connection with Project Investment Guarantees; (iii) The aggregate amount of the liability of the Guarantor shall not exceed EUR 19,057,647 of the total liability of the Guarantors, i.e. EUR 1,800 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. 1.3 The Bank may in any particular case at its sole discretion decide to cover a larger portion than 10 per cent of any amount due and outstanding in relation to a Project Investment Loan or a portion of its liability in connection with a Project Investment Guarantee by making use of available funds allocated to a special credit risk fund (the "Fund") for Project Investment Loans, in accordance with Section 8 of the Statutes of the Bank, to which Fund the Bank makes allocations to the extent the Bank deems necessary.2 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 a Project 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 a Project Investment Loan, or should the Bank receive a demand for payment under a Project 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 Project Investment Loans and Project Investment Guarantees in cases in which the Guarantor has made a payment to the Bank under this Guarantee Agreement shall be subject to Article 5 below. 2.7 This Guarantee Agreement shall remain in force until the aggregate amount guaranteed has been paid in full or all Project Investment Loans have been repaid in full and all Project Investment Guarantees have lapsed or for some other reason ceased to be in force. Article 3 The administration of Project Investment Loans and Project Investment Guarantees 3.1 The Bank shall as of 31 December and 31 August each year report to the Guarantor the amounts outstanding under the Project Investment Loans and the amounts guaranteed under the Project Investment Guarantees. The report shall include a short assessment by the Bank of the borrower's 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 Project Investment Loan, or of any occurrence or circumstance which may cause an obligation for the Bank to make a payment under a Project Investment Guarantee. 3.3 The Bank shall, in addition to the above, furnish the Guarantor with any requested information regarding Project Investment Loans and Project Investment Guarantees. 3.4 The Bank shall administer each Project Investment Loan and Project 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 Project Investment Loan or Project 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 Project Investment Loans and Project 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 Project Investment Loans or, as the case may be, Project 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 Agreement 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 For and on behalf of of the Government of THE REPUBLIC THE NORDIC OF LATVIA INVESTMENT BANK 1 Denmark EUR 377,821,491 (app. 20,99 %) Estonia EUR 13,139,366 (app. 0,73 %) Finland EUR 344,859,832 (app. 19,16 %) Iceland EUR 15,586,072 (app. 0,87 %) Latvia EUR 19,057,647 (app. 1,06 %) Lithuania EUR 29,471,632 (app. 1,64 %) Norway EUR 329,308,526 (app. 18,29 %) Sweden EUR 670,755,434 (app. 37,26 %) 1,800,000,000 (100 %) 2 According to a resolution by the Board of Directors on 19 December 2003, which entered into force as of 1 July 2004, the Bank will assume 100 per cent of any losses under individual Project Investment Loans or Project Investment Guarantees, up to the amount at any given time available in the Fund. Only thereafter would the Bank be entitled to call on the Guarantees in accordance with Article 2.