Resolução do Conselho de Ministros
Considerando as necessidades de investimento do sector eléctrico, que não podem ser exclusivamente satisfeitas através do recurso ao mercado interno de capitais;
Considerando que foi possível chegar a acordo com o Banco Internacional de Reconstrução e Desenvolvimento para obtenção de um financiamento de US $36 milhões;
Considerando que a concretização desse empréstimo à empresa Electricidade de Portugal está dependente da concessão da garantia do Estado a todas as obrigações resultantes do contrato a celebrar:
O Conselho de Ministros, reunido em 9 de Setembro de 1976, resolveu:
Autorizar o Ministro das Finanças a outorgar no contrato de garantia à referida operação de crédito, conforme modelo anexo.
Presidência do Conselho de Ministros, 9 de Setembro de 1976. - O Primeiro-Ministro, Mário Soares.
GUARANTEE AGREEMENT (SIXTH POWER PROJECT) BETWEEN REPUBLIC
OF PORTUGAL AND INTERNATIONAL BANK FOR RECONSTRUCTION AND
DEVELOPMENT.
Guarantee agreement Agreement, dated ..., 1976, between Republic of Portugal (hereinafter called the Guarantor) and International Bank for Reconstruction and Development (hereinafter called the Bank).Whereas by the Loan Agreement of even date herewith between the Bank and Electricidade de Portugal - Empresa Pública (hereinafter called the Borrower) the Bank has agreed to make to the Borrower a loan in various currencies equivalent to thirty six million dollars ($36,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that the Guarantor agree to guarantee the obligations of the Borrower in respect of such loan as hereinafter provided; and Whereas the Guarantor, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed so to guarantee such obligations of the Borrower;
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 Guarantee Agreements of the Bank dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements 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 have the respective meanings therein set forth.
ARTICLE II
Guarantee; Provision of funds
Section 2.01 - Without limitation or restriction upon any of its other obligations under the Guarantee Agreement, the Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of the principal of, and interest and other charges on, the Loan, and the premium, if any, on the prepayment of the Loan and the punctual performance of all the other obligations of the Borrower, all as set forth in the Loan Agreement.Section 2.02 - Without limitation or restriction upon the provisions of Section 2.01 of this Agreement, the Guarantor specifically undertakes, whenever there is reasonable cause to believe that the funds available to the Borrower will be inadequate to meet the estimated expenditures required for the carrying out of the Project, to make arrangements, satisfactory to the Bank, promptly to provide the Borrower or cause the Borrower to be provided with such funds as are needed to meet such expenditures.
ARTICLE III
Other covenants
Section 3.01 - a) It is the policy of the Bank, in making loans to, or with guarantee of, its members not to seek, in normal circunstances, specific security from the member concerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distribution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall otherwise agree, ipso facto and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Guarantor, in creating or permitting the creation of such lien, shall make express provision to that effect;provided, however, that, if for any constitutional or other legal reason such provision cannot be made with respect to any lien created on assets of any its political or administrative subdivisions, the Guarantor shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equivalent lien on other public assets satisfactory to the Bank.
b) The foregoing undertaking shall not apply to: i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; and ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing no more than one year after its date.
c) As used in this Section, the term «public assets» means assets of the Guarantor, of any political or administrative subdivision thereof and of any entity owned or controlled by, or operating for the account or benefit, of, the Guarantor or any such subdivision including assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar function, for the Guarantor.
Section 3.02 - The Guarantor shall from time to time take or cause to be taken all action necessary to enable the Borrower i) to obtain the revenues provided for in Section 5.02 of the Loan Agreement, and ii) to put into effect revised rates for the sale of electricity in accordance with the provisions of Section 5.05 of the Loan Agreement.
Section 3.03 - Except as the Bank shall otherwise agree, the Guarantor shall not amend the Charter in a way which would modify the Borrower's scope of business.
ARTICLE IV
Representative of the Guarantor; Addresses
Section 4.01 - The Minister of the Guarantor at the time being responsible for Finance is designated as representative of the Guarantor for the purposes of Section 11.03 of the General Conditions.
Section 4.02 - The following addresses are specified for the purposes of Section 11.01 of the General Conditions:
For the Guarantor:
Ministério das Finanças, Lisboa, Portugal.
Cable address: Lisboa.
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.
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.
By Republic of Portugal:
(Authorized Representative.) By International Bank for Reconstruction and Development: