-,Now~ OFFICIAL ' DOCUMENTS LOAN NUMBER 8420-MK Guarantee Agreement (National and Regional Roads Rehabilitation Project) between FORMER YUGOSLAV REPUBLIC OF MACEDONIA (Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (Bank) Dated O V , 2014 LOAN NUMBER 8420-MK GUARANTEE AGREEMENT AGREEMENT, dated ( t 0 btk.-2 1 , 2014, entered into between the Guarantor and the Bank ("Guarantee Agreement") in connection with the Loan Agreement of same date between the Bank and the Public Enterprise for State Roads ("Borrower") ("Loan Agreement"). The Guarantor and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS Section 1.01. The General Conditions (as defined in the Appendix to the Loan Agreement) constitute an integral part of this Agreement. Section 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Loan Agreement. ARTICLE II - GUARANTEE; PROVISION OF FUNDS Section 2.01. The Guarantor declares its commitment to the objectives of the Project. To this end, 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 all Loan Payments payable by the Borrower pursuant to the Loan Agreement, and the punctual performance of all the other obligations of the Borrower set forth or referred to 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, promptly to provide the Borrower with the funds needed to meet such expenditures. Section 2.03. The Guarantor further specifically undertakes to: (a) ensure the Borrower maintains adequate staff and resources and adequate management, in a manner and with terms of reference and a composition satisfactory to the Bank; and (b) transfer to the Borrower no less than twenty (20%) per cent of the total excise tax on oil derivatives (as defined in the Guarantor's Law Amending the Law on Public Roads (Official Gazettel68/2012)), collected within each calendar quarter; such transfers shall be made on a regular basis, but in any event at least four times during a calendar year, in intervals not exceeding three calendar months. ARTICLE III -REPRESENTATIVE; ADDRESSES Section 3.01. The Guarantor's Representative is its Minister of Finance. Section 3.02. The Guarantor's Address is: Ministry of Finance St. Dame Gruev No.14 1000 Skopje Facsimile: 389 2 3106 779 Section 3.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or (202) 477-6391 Washington, D.C. 64145 (MCI) -2- AGREED at Skopje, Macedonia as of the day and year first above written. GUARANTOR By Authorized Representative Name: 4 V ~ t'A- Title: : *(/ (c INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Name: Aws kwS Title: -3-