借款合同英文版bwnh.docx

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1、LOAN AGREEMENTbetweenTHE EUROPEAN COMMUNITYas LenderandTHE REPUBLIC OF LATVIAas BorrowerTHE BANK OF LATVIAas Agent to the BorrowerEUR 3 100 000 000_ January 2009This Loan Agreement (the Agreement) is made by and betweenthe European Community (hereinafter referred to as the EC or the Lender), represe

2、nted by the Commission of the European Communities (hereinafter referred to as the Commission), andthe Republic of Latvia (hereinafter referred to as Latvia or the Borrower), represented by the Minister of Finance, Mr Atis Slakteris,andthe Bank of Latvia acting as Agent on behalf of the Borrower (he

3、reinafter referred to as the Borrowers Agent), represented by the Governor of the Bank of Latvia, Mr Ilmrs Rimvis.PreambleWhereas: (1) Council Regulation (EC) No 332/2002 of 18 February 2002 establishing a facility providing medium-term financial assistance for Member States balances of payments (OJ

4、 L 53, 23.2.2002, p. 1) empowered the Commission on behalf of the EC to contract borrowings on the capital markets or with financial institutions with the aim to grant loans to one or more Member States which are experiencing, or threatened with, difficulties in their balance of current payments or

5、capital movements; (2) Latvia has requested medium-term financial assistance;(3) The Council, by its Decision 5255/09 of 20 January 2009 (hereinafter referred to as the Decision) decided to grant Latvia under Regulation (EC) No 332/2002 a loan amounting to a maximum of EUR 3 100 000 000 with a maxim

6、um average maturity of seven years. The loan shall be made available in maximum six instalments;(4) The loan is granted in conjunction with a loan from the International Monetary Fund of SDR 1.5 billion (around EUR 1.7 billion) under a Stand-by arrangement approved on 23 December 2008. In addition,

7、the Nordic countries (Sweden, Denmark, Finland, Norway and Estonia) are to contribute EUR 1.9 billion together, the World Bank EUR 0.4 billion, the European Bank for Reconstruction and Development, the Czech Republic and Poland a total of EUR 0.4 billion, bringing the total assistance to EUR 7.5 bil

8、lion over the period to the first quarter of 2011;(5) The loan is linked to economic policy measures designed to support Latvias balance of payments sustainability as determined in Articles 2 and 3 of the Decision;(6) The economic policy conditions to be respected by Latvia are laid down in the Memo

9、randum of Understanding signed on _ January 2009 between the Commission and Latvia and the Bank of Latvia and in subsequent (Supplemental) Memoranda of Understanding, if any (hereinafter referred to collectively as Memorandum of Understanding);(7) The first instalment shall be released subject to th

10、e entry into force of the Memorandum of Understanding and this Loan Agreement, as well as based on the Latvian authorities economic stabilisation programme (Economic stabilisation and growth revival programme) and amended budget for 2009, both adopted by the Latvian Parliament on 12 December 2008;(8

11、) The release of instalments subsequent to the first one is conditional upon the Commission deciding favourably, after consultation with the Economic and Financial Committee, on the basis of the findings of its verification that the economic policy of Latvia accords with the adjustment or back-up pr

12、ogramme or any other conditions laid down by the Council or in the Memorandum of Understanding; (9) The Commission will launch in due course, on behalf of the EC and after written agreement by the Borrower on the main terms as set out hereinafter, bond issues or any other appropriate financial trans

13、actions for the principal amount in Tranches, the proceeds of which shall be on-lent to the Borrower; (10) The contracts relating to the bond issue or to any other appropriate financial transaction, including a possible interest rate swap, will constitute an integral part of this Agreement as provid

14、ed hereinafter;(11) The European Central Bank shall be acting as an agent to the Lender (hereinafter referred to as the Lenders Agent);(12) Appropriate measures related to the prevention of, and the fight against fraud, corruption and other irregularities affecting the assistance shall be provided f

15、or by the authorities of the Borrower;(13) The Commission, including the Anti-Fraud Office, shall have the right to perform on-the-spot checks and inspections, and the Court of Auditors the right to carry out audits, where appropriate, on the spot.Now, therefore, the parties hereto have agreed as fo

16、llows:Article 1 Loan Amount 1.The Lender will make available to the Borrower a loan of a total principal amount of up to EUR3 100 000 000 (three billion, one hundred million) in maximum six instalments (each hereinafter referred to as “Instalment”, collectively all such Instalments hereinafter refer

17、red to as the Loan), subject to the terms and conditions defined in the Decision, in the Memorandum of Understanding and in this Agreement.2.The principal amount of the first Instalment amounts to EUR 1000 000 000 (one billion). The principal amount of any subsequent Instalment shall be laid down in

18、 the Memorandum of Understanding in accordance with Article 3 of the Decision. 3.An Instalment may consist of one or several tranches (hereinafter referred to as “Tranche(s)”). Article 2 Maturity 1.The Average Maturity of the Loan shall not exceed seven years. It is calculated on the basis of the Di

19、sbursement Dates of the respective Tranches using the formulae indicated in paragraph 3. 2.The Average Maturity of the Tranches of an Instalment shall be set so that the Average Maturity of the Loan shall be, at any moment, in line with paragraph 1.3.In order to calculate the Average Maturities refe

20、rred to in paragraphs 1 and 2, the following formulae will be used:Average Maturity of a Tranche is the period of time between the Disbursement Date of the respective Tranche and the weighted average of its capital reimbursements. If R1, R2. Rn are the capital reimbursements at times t1, t2, . tn fr

21、om the Disbursement Date, the Average Maturity of the Tranche equals Average Maturity of the Loan is the weighted average of the Average Maturity of the Tranches which constitute the Loan at any moment. If M1, M2, . Mm is the Average Maturity of Tranches which amounted to A1, A2 . Am then the Averag

22、e Maturity of the Loan equals Article 3 Drawdown, Net Disbursement Amount and Conditions Precedent1.Once the Lender has decided to release an Instalment in accordance with the Decision and the Memorandum of Understanding, the Borrower may request to the Lender in writing in the form of Annex 1 an In

23、stalment or a Tranche of it, if the Instalment consists of more than one Tranches, and shall propose and pre-accept, after consultation of the Lender, the size, maturity, maximum interest rate and whether fixed or variable, minimum net proceeds and other characteristics of it, acceptable to the Borr

24、ower (hereinafter the Request for Funds). The reference to a Tranche in this Agreement shall be understood to mean an Instalment if the latter consists of only one Tranche.2.Within the characteristics requested by the Borrower in the Request for Funds, the Lender shall transmit to the Borrower a not

25、ice in the form of Annex 2 setting out the main financial terms of the requested Tranche (hereinafter the “Acceptance Notice”). Once the Lender has served an Acceptance Notice relating to the Request for Funds, there shall, from the moment such Acceptance Notice is served, be a binding contract betw

26、een the Lender and the Borrower. Nevertheless, the Lenders obligation to make a Tranche available shall be conditional upon it obtaining the corresponding funds from the international capital markets. The Lender shall launch, on behalf of the EC, a bond issue or any other appropriate financial trans

27、action for the funding of the amount of the Tranche (the “Financial Transaction”). 3.Once the Financial Transaction is executed, the Request for Funds, the Acceptance Notice and copies of the contracts(s) relating to each Financial Transaction (hereinafter referred to as the “Borrowing Contracts”),

28、shall constitute a finance contract (hereinafter referred to as the “Finance Contract”) between the Lender and the Borrower and form an integral part of this Agreement. 4.The net proceeds of the Tranche shall be equal to the proceeds of the Financial Transaction less the aggregate amount of the comm

29、issions and costs related to such Financial Transaction and to the preparation and execution of the Financial Transaction. In addition, costs referred to in Article 7, paragraph 6, shall also be deducted from the net proceeds, resulting to the amount to be disbursed to the Borrower (hereinafter refe

30、rred to as the Net Disbursement Amount).5.The Net Disbursement Amount of the Tranche shall be transferred by the Lenders Agent on the date when received (the Disbursement Date) to the euro account of the Borrowers Agent in TARGET2, TARGET2 participants SWIFT-BIC: LACBLV2X, TARGET2 account holder SWI

31、FT-BIC: LACBLV2X, Ref.: EC Balance of Payments Assistance to Latvia, or to such other euro-account as the Borrowers Agent shall advise in writing to the Lenders Agent with a copy addressed to the Borrower at the latest two Working Days prior to the Disbursement Date.6.The Lenders obligation to trans

32、fer the Net Disbursement Amount to the Borrower with respect to the first Tranche of the first Instalment shall be subject to:(1)the Lender having received a legal opinion satisfactory to the Lender given by the Minister of Justice of the Borrower, in the form set out in Annex 3.Such legal opinion s

33、hall be dated not later than the date of the Request for Funds.The Borrower undertakes to inform the Lender immediately if, between the date of the legal opinion and the Disbursement Date, any event occurs that would render incorrect any statement made in the legal opinion;(2)the Lender having recei

34、ved from the Minister of Finance of the Borrower an official document indicating the persons authorised to sign the Requests for Funds and thus validly commit the Borrower in the Finance Contracts and containing the specimen signatures of these persons;(3)the Lender on the one hand and a bank or a s

35、yndicate of banks on the other hand having signed the Borrowing Contracts and the Lenders Agent having received on the Disbursement Date the net proceeds of the Financial Transaction from said bank or syndicate of banks;(4)no material adverse change having occurred such as would, in the opinion of t

36、he Lender, after consultation with the Borrower, be likely to prejudice materially the ability of the Borrower to fulfil its payment obligations under this Agreement, i.e. to service the Tranche to be funded and to repay the Tranche.7.The Lenders obligation to transfer the Net Disbursement Amount of

37、 any subsequent Tranche to the Borrower shall be subject to:(1)the Borrower undertaking to inform the Lender immediately if any event occurs that would render incorrect any statement made in the legal opinion received by the Lender under paragraph 6(1) of this Article;(2)the Lender on the one hand a

38、nd a bank or a syndicate of banks on the other hand having signed the Borrowing Contracts and the Lenders Agent having received on the Disbursement Date the net proceeds of the Financial Transaction from said bank or syndicate of banks;(3)no material adverse change having occurred such as would, in

39、the opinion of the Lender, after consultation with the Borrower, be likely to prejudice materially the ability of the Borrower to fulfil its payment obligations under this Agreement, i.e. to service the Tranche to be funded and to repay the Tranche. 8.The disbursement of a Tranche shall under no cir

40、cumstances commit any of the parties to proceed with the lending and borrowing of any further Tranche. The Borrower shall request any further Tranche from the Lender in accordance with this Article. The Lender will then launch the procedure set out in this Article. 9.The Borrowers right to request a

41、ny Tranche under this Agreement expires on 20January 2012.Article 4 Undertakings1.Each Tranche of the Loan shall constitute an unsecured, direct, unconditional and general obligation of the Borrower and will rank at least pari passu with all other present and future unsecured loans and obligations o

42、f the Borrower arising from its present or future external indebtedness as defined in Article 8, paragraph 1(f).2.The Borrower undertakes, until such time as all principal under this Loan Agreement has been fully reimbursed and all interest and additional amounts, if any, under this Loan Agreement h

43、ave been fully paid, with the exception of those encumbrances enumerated under paragraph4 of this Article, not to secure by mortgage, pledge or any other encumbrance upon its own assets or revenues any present or future external indebtedness and any guarantee or indemnity given in respect thereof, u

44、nless the Loan at the same time shares pari passu and pro rata in such security. 3.The Borrower undertakes not to ask for the rescheduling of the Loan or any debt relief with respect to the Loan and recognises that the Lender shall have the identical legal capacity, immunities and privileges as acco

45、rded to international financial institutions. The Borrower further undertakes that, except for the encumbrances provided under paragraph 4 of this Article, no priority over the Lender will be given to any other creditor.4.The Borrower respecting its undertaking under paragraph 2 may allow exclusivel

46、y for the following encumbrances:(1)Encumbrances upon any property incurred to secure the purchase price of such property and any renewal or extension of such encumbrance which is limited to the original property covered thereby and which secures any renewal or extension of the original secured fina

47、ncing; and(2)Encumbrances on commercial goods arising in the course of ordinary commercial banking transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Borrower; and(3)Encumbrances securing or providing for

48、 the payment of external indebtedness incurred exclusively in order to provide financing for a well defined investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and(4)Any other encumbrances in existence on the date of the signing of this Agreement, provided that such encumbrances remain confined to the properties presently affected thereby