Public Disclosure Authorized LOAN NUMBER 1819 YU Loan Agreement Public Disclosure Authorized (Eleventh Highway Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and REPUBLISKA SKUPNOST ZA CESTE S.R. SLOVENIJE (Republic Community for Roads of the Socialist Republic of Slovenia) Public Disclosure Authorized SAMOUPRAVNA INTERESNA ZAJEDNICA ZA CESTE S.R. HRVATSKE (Self-Managing Community of Interest for Roads of the Socialist Republic of Croatia) REPUBLICKA SAMOUPRAVNA INTERESNA ZAJEDNICA ZA PUTEVE BEOGRAD (Republican Self-Managing Community of Interest for Roads Belgrade) POKRAJINSKA ZAJEDNICA ZA PUTEVE, SAP VOJVODINA, NOVISAD (Provincial Community for Roads, SAP Vojvodina, Novi Sad) Dated ,1980 Public Disclosure Authorized LOAN NUMBER 1819 YU LOAN AGREEMENT AGREEMENT, dated f1V0I2> , 1980, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, party of the first part (such party of the first part hereinafter called the Bank) and REPUBLISKA SKUPNOST ZA CESTE S.R. SLOVENIJE (Republic Community for Roads of the Socialist Republic of Slovenia) (hereinafter sometimes called the Slovenian Borrower), SAMOUPRAVNA INTERESNA ZAJEDNICA ZA CESTE S.R. HRVATSKE (Self- Managing Community of Interest for Roads of the Socialist Republic of Croatia) (hereinafter sometimes called the Croatian Borrower), REPUBLICKA SAMOUPRAVNA INTERESNA ZAJEDNICA ZA PUTEVE BEOGRAD (Republican Self-Managing Community of Interest for Roads Bel- grade) (hereinafter sometimes called the Serbian Borrower), POKRAJINSKA ZAJEDNICA ZA PUTEVE, SAP VOJVODINA, NOVISAD (Provin- cial Community for Roads, SAP Vojvodina, Novi Sad) (hereinafter sometimes called the Vojvodninan Borrower), parties of the second part (any 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). WHEREAS (A) the Borrowers have agreed to carry out Part I of the Project described in Schedule 2 to this Agreement, and have agreed or will take all such actions as are necessary to designate the CRO (as this term is defined hereinafter) as the representative of each of the Borrowers to carry out Parts II and III of the Project; (B) The Socialist Republic of Slovenia (hereinafter called Slovenia), the Socialist Republic of Croatia (hereinafter called Croatia), the Socialist Republic of Serbia (hereinafter called Serbia) and the Socialist Autonomous Province of Vojvodina (hereinafter called Vojvodina) have each adopted or will each adopt or cause to be adopted all regulations necessary to autho- rize the construction of the respective road sections included under Part I of the Project, which regulations provide or will provide inter alia financial resources required for the complete execution of Parts I, II and III of the Project to be made avail- able respectively by: (i) Slovenia to the Slovenian Borrower, for the purposes of Part I (A) of the Project; (ii) Croatia to the Croatian Borrower, for the purposes of Part I (B) of the Project; (iii) Serbia to the Serbian Borrower, for the purposes of Part I (C) of the Project; and (iv) Vojvodina to the Vojvodinan Borrower, for the purposes of Part I (D) of the Project; -2- (C) Slovenia, Croatia, Serbia and Vojvodina have each agreed to make available or cause to be made available, on appropriate terms, any additional funds required for the carry- ing out of the Project over and above the funds to be made available in accordance with the: regulations referred to in Recital (B) and the Loan provided hereunder; (D) The Borrowers have requested the Bank to assist each of them in the financing of its Individual Part of the Project (as this term is defined hereinafter), by making the Loan as provided hereinafter; (E) The Borrowers have represented to the Bank that they intend to request through a consortium of Yugoslav banks addi- tional loans from other lenders outside Yugoslavia in such an aggregate amount as they shall require for the financing of Part I of the Project, on terms and conditions that will enable the Borrowers to carry out the Project and their operations in accordance with sound financial practices, and Slovenia, Croatia Serbia and Vojvodina will assist the Borrowers to obtain such loans (hereinafter called the Foreign Lenders' Loans); (F) The Borrowers have agreed to designate the CRO (as this term is defined hereinafter) as the representative of each of the Borrowers for certain other purposes under this Agreement, as is hereinafter set forth; (G) The Guarantor, in consideration of the Bank's entering into this Agreement with the Borrowers, has agreed to guarantee the obligations of the Borrowers in respect of such Loan; WHEREAS the Bank, on the basis inter alia of the foregoing, has agreed to make a loan to the Borrowers for such purposes in the amount and on the terms and conditions in this Agreement set forth or referred to; NOW THEREFORE, the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and -3- Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forth in Schedule 5 to this Agreement (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified, being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following addi- tional terms have the following meanings: (a) "Individual Part of the Project", used with respect to any of the Borrowers, means that portion of Part I of the Project which is identified with the Republic or Province in which such Borrower is established; (b) "Individual Portion of the Loan", used with respect to any of the Borrowers, means such portion of the Loan as shall have been allocated to such Borrower for the purpose of assisting in the financing of such Borrower's Individual Part of the Proj- ect, all in accordance with the provisions of this Agreement; (c) the term "Republic" means any of the Socialist Republics of (i) Bosnia and Herzegovina, (ii) Croatia, (iii) Macedonia, (iv) Montenegro, (v) Serbia and (vi) Slovenia; (d) the term "Province" means either of the Socialist Autonomous Provinces of (i) Kosovo and (ii) Vojvodina; (e) the term "CRO" means the Savjet Republi6kih i Pokrajinskih Organizacija za Puteve (Council of Republic and Provincial Road Organizations), a voluntary association estab- lished by agreement of the Road Funds and Road Councils of the respective Republics and Provinces, dated June 17, 1971, includ- ing any successor thereto and chaired by one of the member organizations appointed for one or more years pursuant to Article 4 of said agreement; (f) "Special Account" means the account referred to in paragraph 2 (a) of Schedule 7 to this Agreement; and -4- (g) "Borrowers' Statutes" means: (i) the Temporary Statute of the Slovenian Borrower, dated November 6, 1972, as amended to the date of this Agreement; (ii) the Statutes of the Croatian Borrower, dated January 9, 1976, as amended to the date of this Agreement; (iii) the Statutes of the Serbian Borrower, dated July 20, 1978, and (iv) the Statutes of the Vojvodinan Borrower, dated May 7, 1975. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrowers, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to one hundred twenty-five million dollars ($125,000,000). Section 2.02. The amount of the Loan may be withdrawn from 1 the Loan Account in accordance with the provisions of Schedule to this Agreement, as such Schedule may be amended from time to time by agreement between the Bank and the Borrowers, for ex- penditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the in whole or Loan; provided, however, that the Bank may suspend in part the right of the Borrowers to make further withdrawals from the Loan Account in respect of sub-Categories 1 (a), 1 (b), 1 of 1 (c), 1 (d) and 1 (e) of the table set forth in paragraph Schedule 1 to this Agreement, if the Borrowers shall not have in due course secured sufficient additional funds through Foreign Lenders' Loans, on terms and conditions satisfactory to the Bank the for the carrying out of their respective Individual Parts of Project. Section 2.03. Except as the Bank shall otherwise agree, procurement of the goods and works required for the Project be and to be financed out of the proceeds of the Loan, shall governed by the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be June 30, 1983 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrowers and the Guarantor of such later date. -5- Section 2.05. The Borrowers shall pay to the Bank a commit- ment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrowers shall pay interest at the rate of eight and twenty-five hundredths per cent (8.25%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on April 1 and October 1 in each year. Section 2.08.