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CONFORMED COPY
LOAN NUMBER 4023 SLO
Loan Agreement
(Environment Project - Geographic Information System)
between
REPUBLIC OF SLOVENIA
and
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
Dated June 18, 1996
LOAN NUMBER 4023 SLO
LOAN AGREEMENT
AGREEMENT, dated June 18, 1996, between REPUBLIC OF SLOVENIA (the Borrower) and 
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank).
WHEREAS the Borrower, having satisfied itself as to the feasibility and priority 
of the Project described in Schedule 2 to this Agreement, has requested the Bank to 
assist in the financing of the Project; and
WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to 
extend the Loan to the Borrower upon the terms and conditions set forth in this 
Agreement;
NOW THEREFORE the parties hereto hereby agree as follows: 
ARTICLE I
General Conditions; Definitions
Section 1.01. The "General Conditions Applicable to Loan and Guarantee 
Agreements for Single Currency Loans" of the Bank, dated May 30, 1995, (the General 
Conditions) constitute an integral part of this Agreement.
Section 1.02. Unless the context otherwise requires, the several terms defined 
in the General Conditions have the respective meanings therein set forth and the 
following additional terms have the following meanings:
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(a)
“MEPP” means the Ministry of Environment and Physical Planning of the 
Borrower;
(b)
“PIT” means the Project Implementation Team referred to in Section 3.02 
of this Agreement;
(c)
“Deutsche Mark” and “DEM” each means the lawful currency of the Federal 
Republic of Germany; and
(d)
“Special Account” means the account referred to in Section 2.02 (b) of 
this Agreement.
ARTICLE II
The Loan
Section 2.01. The Bank agrees to lend to the Borrower, on the terms and 
conditions set forth or referred to in the Loan Agree\1fment, an amount equal to four 
million six hundred thousand Deutsche Mark (DEM 4,600,000).
Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account 
in accordance with the provisions of Schedule 1 to this Agreement for expenditures 
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 described in Schedule 2 to this Agreement 
and to be financed out of the proceeds of the Loan.
(b)
The Borrower may, for the purposes of the Project, open and maintain in 
Deutsche Mark a special deposit account in its Central Bank on terms and conditions 
satisfactory to the Bank.  Deposits into, and payments out of, the Special Account 
shall be made in accordance with the provisions of Schedule 5 to this Agreement.
Section 2.03. The Closing Date shall be June 30, 2001 or such later date as the 
Bank shall establish. The Bank shall promptly notify the Borrower of such later date.
Section 2.04. The Borrower shall pay to the Bank a commitment charge at the rate 
of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the 
Loan not withdrawn from time to time.
Section 2.05. (a) The Borrower shall pay interest on the principal amount of the 
Loan withdrawn and outstanding from time to time, at a rate for each Interest Period 
equal to LIBOR Base Rate plus LIBOR Total Spread.
(b)
For the purposes of this Section:
(i)
“Interest Period” means the initial period from and including the 
date of this 
Agreement to, but excluding, the first Interest Payment Date 
occurring 
thereafter, and after the initial period, each period 
from and including an 
Interest Payment Date to, but excluding the 
next following Interest Payment 
Date.
(ii)
“Interest Payment Date” means any date specified in Section 2.06 
of this 
Agreement.
(iii)
“LIBOR Base Rate” means, for each Interest Period, the London 
interbank 
offered rate for six-month deposits in Deutsche Mark 
for value the first day 
of such Interest Period (or, in the case of 
the initial Interest Period, for 
value the Interest Payment Date 
occurring on or next preceding the first day 
of such Interest Period), 
as reasonably determined by the Bank and expressed 
as a percentage per 
annum.
(iv)
“LIBOR Total Spread” means, for each Interest Period: (A) one half 
of one 
percent (1/2 of 1%); (B) minus (or plus) the weighted 
average margin, for such 
Interest Period, below (or above) the London 
interbank offered rates, or other 
reference rates, for six-month 
deposits, in respect of the Bank’s outstanding 
borrowings or 
portions thereof allocated by the Bank to fund single currency 
loans 
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or portions thereof made by it that include the Loan, as reasonably 
determined by the Bank and expressed as a percentage per annum.
(c)
The Bank shall notify the Borrower of LIBOR Base Rate and LIBOR Total 
Spread for each Interest Period, promptly upon the determination thereof.
(d)
Whenever, in light of changes in market practice affecting the 
determination of the interest rates referred to in this Section 2.05, the Bank 
determines that it is in the interest of its borrowers as a whole and of the Bank to 
apply a basis for determining the interest rates applicable to the Loan other than as 
provided in said Section, the Bank may modify the basis for determining the interest 
rates applicable to amounts of the Loan not yet withdrawn, upon not less than six (6) 
months’ notice to the Borrower of the new basis. The basis shall become effective on 
the expiry of the notice period unless the Borrower notifies the Bank during said 
period of its objection thereto, in which case said modification shall not apply to 
the Loan.
Section 2.06. Interest and other charges shall be payable February 15 and August 
15 in each year.
Section 2.07. The Borrower shall repay the principal amount of the Loan in 
accordance with the amortization schedule set forth in Schedule 3 to this Agreement. 
ARTICLE III
Execution of the Project
Section 3.01. The Borrower declares its commitment to the objectives of the 
Project as set forth in Schedule 2 to this Agreement, and, to this end, shall carry 
out the Project through the MEPP with due diligence and efficiency and in conformity 
with appropriate administrative, financial and environmental practices, and shall 
provide, promptly as needed, the funds, facilities, services and other resources 
required for the Project.
Section 3.02. The Borrower shall establish and thereafter maintain the PIT, 
within the MEPP, with qualified and experienced staff satisfactory to the Bank, 
including a team leader and one professional, for purposes of administering the 
Project.
Section 3.03. Except as the Bank shall otherwise agree, procurement of the goods  
and consultants' services required for the Project and to be financed out of the 
proceeds of the Loan shall be governed by the provisions of Schedule 4 to this 
Agreement.
Section 3.04. The Borrower shall:
(a)
maintain policies and procedures adequate to enable it to monitor and 
evaluate on an ongoing basis, in accordance with indicators satisfactory to the Bank, 
the carrying out of the Project and the achievement of the objectives thereof;
(b)
prepare, under terms of reference satisfactory to the Bank, and furnish 
to the Bank, on or about March 31 of each calendar year, a report integrating the 
results of the monitoring and evaluation activities performed pursuant to paragraph 
(a) of this Section, on the progress achieved in the carrying out of the Project 
during the period preceding the date of said report and setting out the measures 
recommended to ensure the efficient carrying out of the Project and the achievement of 
the objectives thereof during the period following such date; and
(c)
review with the Bank, by March 31, 1997, or such later date as the Bank 
shall request, the report referred to in paragraph (b) of this Section, and, 
thereafter, take all measures required to ensure the efficient completion of the 
Project and the achievement of the objectives thereof, based on the conclusions and 
recommendations of said report and the Bank’s views on the matter.
Section 3.05. For the purposes of Section 9.07 of the General Conditions and 
without limitation thereto, the Borrower shall:
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(a)
prepare, on the basis of guidelines acceptable to the Bank, and furnish 
to the Bank not later than six (6) months after the Closing Date or such later date as 
may be agreed for this purpose between the Borrower and the Bank, a plan for the 
future operation of the Project; and
(b)
afford the Bank a reasonable opportunity to exchange views with the 
Borrower on said plan.
ARTICLE IV
Financial Covenants
Section 4.01. (a) The Borrower shall maintain or cause to be maintained records 
and accounts adequate to reflect in accordance with sound accounting practices the 
operations, resources and expenditures in respect of the Project of the departments or 
agencies of the Borrower responsible for carrying out the Project or any part thereof.
(b)
The Borrower shall:
(i)
have the records and accounts referred to in paragraph (a) of this 
Section 
including those for the Special Account for each 
fiscal year, audited, in 
accordance with appropriate auditing 
principles consistently applied, by 
independent auditors 
acceptable to the Bank;
(ii)
furnish to the Bank as soon as available, but in any case not 
later than six 
months after the end of each such year, the report of 
such audit by said 
auditors, of such scope and in such detail as 
the Bank shall have reasonably 
requested; and
(iii)
furnish to the Bank such other information con\1fcerning said 
records and 
accounts and the audit thereof as the Bank shall from 
time to time reasonably 
request.
(c)
For all expenditures with respect to which withdrawals from the Loan 
Account were made on the basis of statements of expenditure, the Borrower shall:
(i)
maintain or cause to be maintained, in accordance with paragraph 
(a) of this 
Section, records and accounts reflecting such expenditures;
(ii)
retain, until at least one year after the Bank has received the 
audit report 
for the fiscal year in which the last withdrawal from the 
Loan Account was 
made, all records (contracts, orders, 
invoices, bills, receipts and other 
documents) evidencing such 
expenditures;
(iii)
enable the Bank's representatives to examine such records; and
(iv)
ensure that such records and accounts are included in the annual 
audit 
referred to in paragraph (b) of this Section and that the 
report of such audit 
contains a separate opinion by said auditors 
as to whether the statements of 
expenditure submitted during such fiscal 
year, together with the procedures 
and internal controls involved in 
their preparation, can be relied upon to 
support the related 
withdrawals.
ARTICLE V
Effectiveness; Termination
Section 5.01. For purposes of Section 12.03 of the General Conditions, the 
following event is specified as a condition to the effectiveness of the Loan 
Agreement, namely, that the Borrower shall have appointed the staff for the PIT 
referred to in Section 3.02 of this Agreement.
Section 5.02. The date ninety (90) days after the date of this Agreement is 
hereby specified for the purposes of Section 12.04 of the General Conditions.
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ARTICLE VI
Representative of the Borrower; Addresses
Section 6.01. The Minister of Finance of the Borrower is designated as 
representative of the Borrower for the purposes of Section 11.03 of the General 
Conditions.
Section 6.02. The following addresses are specified for the purposes of Section 
11.01 of the General Conditions:
For the Borrower:
Ministry of Finance
Zupanciceva 3
Ljubljana
Republic of Slovenia
Telex:
86231284
For the Bank:
International Bank for
  Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Telex:
INTBAFRAD
  197688 (TRT),
Washington, D.C.
  248423 (RCA),
   64145 (WUI) or
   82987 (FTCC)
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized 
representatives, 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.
REPUBLIC OF SLOVENIA
By /s/ Ernest Petric
Authorized Representative
INTERNATIONAL BANK FOR
  RECONSTRUCTION AND DEVELOPMENT
By /s/ Jean-Michel Severino
Regional Vice President
Europe and Central Asia
SCHEDULE 1
Withdrawal of the Proceeds of the Loan
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1.
The table below sets forth the Categories of items to be financed out of the 
proceeds of the Loan, the allocation of the amounts of the Loan to each Category and 
the percentage of expenditures for items so to be financed in each Category:
Amount of the
Loan Allocated
   % of
(Expressed in 
Expenditures
Category
DEM Equivalent)
to be Financed
(1)
Goods
   620,000
100% of foreign
expenditures,
100% of local
expenditures
(ex-factory
cost) and 85%
of local ex-
penditures for
other items pro-
cured locally
(2)
Consultants'
  3,980,000
100%
services and
training
   ________
TOTAL
  4,600,000
 
  =========
2.
For the purposes of this Schedule:
(a)
the term "foreign expenditures" means expenditures in the currency of any 
country other than that of the Borrower for goods or services supplied from the 
territory of any country other than that of the Borrower; and
(b)
the term "local expenditures" means expenditures in the currency of the 
Borrower or for goods or services supplied from the territory of the Borrower.
3.
Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be 
made in respect of  payments made for expenditures prior to the date of this 
Agreement.
4.
The Bank may require withdrawals from the Loan Account to be made on the basis 
of statements of expenditure for expenditures for goods and services under contracts 
costing less than the equivalent of DEM 200,000 each, under such terms and conditions 
as the Bank shall specify by notice to the Borrower.
SCHEDULE 2
Description of the Project
The objective of the Project is to collect, organize and manage information for 
improved development and land-use planning.
The Project consists of the following parts, subject to such modifications 
thereof as the Borrower and the Bank may agree upon from time to time to achieve such 
objective:
Part A:
Geographic Information System (GIS)
Establishment of a central Geographic Information System in Ljubljana to be 
administered by the Geographic Information Center (GIC) of the Borrower and expanding 
and upgrading the existing GIS of the Borrower.
Part B:
Market Development Group
Establishment of a market development group by the GIC of the Borrower to 
provide training in the use of the GIS and assistance to the personnel of regional 
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administrations, agencies and departments of the Borrower and industrial, commercial 
and service users.
Part C:
Quality Control
Establishment of formal international standards and a quality assurance group 
within the MEPP to ensure that the GIS operates in accordance with said international 
standards.
Part D:
Local Training Center
Establishment of a local training center in cooperation with local universities 
with an experienced international geometrics organization, with the authority to grant 
internationally-recognized certifications in the GIS.
* * *
The Project is expected to be completed by December 31, 2000.
SCHEDULE 3
Amortization Schedule
   Payment of Principal 
Date Payment Due
(expressed in Deutsche Mark)*
On each February 15 and August 15
beginning February 15, 2002
through August 15, 2011
   230,000
___________________
*
The figures in this column represent the amount in Deutsche Mark to be repaid, 
except as 
provided in Section 4.04 (d) of the General Conditions.
SCHEDULE 4
Procurement and Consultants' Services
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Section I.
Procurement of Goods
Part A:
General
Goods shall be procured in accordance with the provisions of Section I of the 
"Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in 
January 1995 (the Guidelines) and the following provisions of this Section, as 
applicable.
Part B:
Procurement Procedures
1.
International  Shopping
Goods estimated to cost up to DEM 250,000 equivalent per contract, up to an 
aggregate amount not to exceed DEM 400,000 equivalent, may be procured under contracts 
awarded on the basis of international shopping procedures in accordance with the 
provisions of paragraphs 3.5 and 3.6 of the Guidelines.
2.
Direct Contracting
 Goods which must be purchased from the original supplier to be compatible with 
existing equipment and costing up to DEM 400,000 equivalent in the aggregate, may, 
with the Bank's prior agreement, be procured in accordance with the provisions of 
paragraph 3.7 of the Guidelines.
Part C:
Review by the Bank of Procurement Decisions
1.
Procurement Planning
Prior to the issuance of any invitations to bid for contracts, the proposed 
procurement plan for the Project shall be furnished to the Bank for its review and 
approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the 
Guidelines. Procurement of all goods shall be undertaken in accordance with such 
procurement plan as shall have been approved by the Bank, and with the provisions of 
said paragraph 1.
2.
Prior Review
With respect to each contract for goods estimated to cost the equivalent of DEM 
200,000 or more procured in accordance with the procedures set forth in Part B.1 of 
this Section and all contracts procured in accordance with the procedures set forth in 
Part B.2 of this Section, the procedures set forth in paragraphs 2 and 3 of Appendix 1 
to the Guidelines shall apply.
3.
Post Review
With respect to each contract not governed by paragraph 2 of this Part, the 
procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply.
Section II.  Employment of Consultants
1.
Consultants' services shall be procured under contracts awarded in accordance 
with the provisions of the "Guidelines for the Use of Consultants by World Bank 
Borrowers and by The World Bank as Executing Agency" published by the Bank in August 
1981 (the Consultant Guidelines). For complex, time-based assignments, such contracts 
shall be based on the standard form of contract for consultants' services issued by 
the Bank, with such modifications thereto as shall have been agreed by the Bank. Where 
no relevant standard contract documents have been issued by the Bank, other standard 
forms acceptable to the Bank shall be used.
2.
Notwithstanding the provisions of paragraph 1 of this Section, the provisions of 
the Consultant Guidelines requiring prior Bank review or approval of budgets, short 
lists, selection procedures, letters of invitation, proposals, evaluation reports and 
contracts, shall not apply to: (a) contracts for the employment of consulting firms 
estimated to cost less than $100,000 equivalent each, or (b) contracts for the 
employment of individual consultants estimated to cost less than $50,000 equivalent 
each. However, said exceptions to prior Bank review shall not apply to: (a) the terms 
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of reference for such contracts; (b) single-source selection of consulting firms; (c) 
assignments of a critical nature, as reasonably determined by the Bank; (d) amendments 
to contracts for the employment of consulting firms raising the contract value to 
$100,000 equivalent or above; or (e) amendments to contracts for the employment of 
individual consultants raising the contract value to $50,000 equivalent or above.
SCHEDULE 5
Special Account
1.
For the purposes of this Schedule:
(a)
the term "eligible Categories" means Categories (1) and (2) set forth in 
the table in paragraph 1 of Schedule 1 to this Agreement set forth in said table in 
respect of the Project;
(b)
the term "eligible expenditures" means expenditures in respect of the 
reasonable cost of goods and services required for the Project and to be financed out 
of the proceeds of the Loan allocated from time to time to the eligible Categories in 
accordance with the provisions of Schedule 1 to this Agreement; and
(c)
the term "Authorized Allocation" means an amount equal to DEM 450,000 to 
be withdrawn from the Loan Account and deposited into the Special Account pursuant to 
paragraph 3 (a) of this Schedule, provided, however, that unless the Bank shall 
otherwise agree, the Authorized Allocation shall be limited to an amount equal to DEM 
300,000 until the aggregate amount of withdrawals from the Loan Account plus the total 
amount of all outstanding special commitments entered into by the Bank pursuant to 
Section 5.02 of the General Conditions shall be equal to or exceed the equivalent of  
DEM 1,000,000.
2.
Payments out of the Special Account shall be made exclusively for eligible 
expenditures in accordance with the provisions of this Schedule.
3.
After the Bank has received evidence satisfactory to it that the Special Account 
has been duly opened, withdrawals of the Authorized Allocation and subsequent 
withdrawals to replenish the Special Account shall be made as follows:
(a)
For withdrawals of the Authorized Allocation, the Borrower shall furnish 
to the Bank a request or requests for deposit into the Special Account of an amount or 
amounts which do not exceed the aggregate amount of the Authorized Allocation. On the 
basis of such request or requests, the Bank shall, on behalf of the Borrower, withdraw 
from the Loan Account and deposit into the Special Account such amount or amounts as 
the Borrower shall have requested.
(b)
(i)
For replenishment of the Special Account, the Borrower shall 
furnish to the 
Bank requests for deposits into the Special Account 
at such intervals as the 
Bank shall specify.
(ii)
Prior to or at the time of each such request, the Borrower shall 
furnish to 
the Bank the documents and other evidence required pursuant 
to para\1fgraph 4 of 
this Schedule for the payment or payments in respect 
of which replenishment is 
requested. On the basis of each such request, 
the Bank shall, on behalf of the 
Borrower, withdraw from the Loan Account 
and deposit into the Special Account 
such amount as the Borrower shall 
have requested and as shall have been shown 
by said documents and 
other evidence to have been paid out of the Special 
Account for 
eligible expenditures. All such deposits shall be withdrawn by the 
Bank from the Loan Account under the respective eligible Categories, and in 
the respective equivalent amounts, as shall have been justified by said 
documents and other evidence.
4.
For each payment made by the Borrower out of the Special Account, the Borrower 
shall, at such time as the Bank shall reasonably request, furnish to the Bank such 
documents and other evidence showing that such payment was made exclusively for 
eligible expenditures.
5.
Notwithstanding the provisions of paragraph 3 of this Schedule, the Bank shall 
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not be required to make further deposits into the Special Account:
(a)
if, at any time, the Bank shall have determined that all further 
withdrawals should be made by the Borrower directly from the Loan Account in 
accordance with the provisions of Article V of the General Conditions and paragraph 
(a) of Section 2.02 of this Agreement;
(b)
if the Borrower shall have failed to furnish to the Bank, within the 
period of time specified in Section 4.01 (b) (ii) of this Agreement, any of the audit 
reports required to be furnished to the Bank pursuant to said Section in respect of 
the audit of the records and accounts for the Special Account;
(c)
if, at any time, the Bank shall have notified the Borrower of its 
intention to suspend in whole or in part the right of the Borrower to make withdrawals 
from the Loan Account pursuant to the provisions of Section 6.02 of the General 
Conditions; or
(d)
once the total unwithdrawn amount of the Loan allocated to the eligible 
Categories, minus the total amount of all outstanding special commitments entered into 
by the Bank pursuant to Section 5.02 of the General Conditions with respect to the 
Project, shall equal the equivalent of twice the amount of the Authorized Allocation.
Thereafter, withdrawal from the Loan Account of the remaining unwithdrawn amount of 
the Loan allocated to the eligible Categories shall follow such procedures as the Bank 
shall specify by notice to the Borrower.  Such further withdrawals shall be made only 
after and to the extent that the Bank shall have been satisfied that all such amounts 
remaining on deposit in the Special Account as of the date of such notice will be 
utilized in making payments for eligible expenditures.
6.
(a)
If the Bank shall have determined at any time that any payment out of the 
Special Account: (i) was made for an expenditure or in an amount not eligible pursuant 
to paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished 
to the Bank, the Borrower shall, promptly upon notice from the Bank: (A) provide such 
additional evidence as the Bank may request; or (B) deposit into the Special Account 
(or, if the Bank shall so request, refund to the Bank) an amount equal to the amount 
of such payment or the portion thereof not so eligible or justified. Unless the Bank 
shall otherwise agree, no further deposit by the Bank into the Special Account shall 
be made until the Borrower has provided such evidence or made such deposit or refund, 
as the case may be.
(b)
If the Bank shall have determined at any time that any amount outstanding 
in the Special Account will not be required to cover further payments for eligible 
expenditures, the Borrower shall, promptly upon notice from the Bank, refund to the 
Bank such outstanding amount.
(c)
The Borrower may, upon notice to the Bank, refund to the Bank all or any 
portion of the funds on deposit in the Special Account.
(d)
Refunds to the Bank made pursuant to paragraphs 6 (a), (b) and (c) of 
this Schedule shall be credited to the Loan Account for subsequent withdrawal or for 
cancellation in accordance with the relevant provisions of this Agreement, including 
the General Conditions.