Pan-European Guarantee Fund in response to COVID-19

First Demand Guarantee Agreement
between
The Original Guarantors
and
the Acceding Guarantors acceding from time to time
and
The European Investment Bank

THIS CONTRACT IS MADE BETWEEN:

The Original Guarantors and the
Acceding Guarantors acceding from
time to time

hereinafter collectively referred to as the
"Guarantors" and each a "Guarantor"

of the first part, and

the European Investment Bank with its
seat at 98-100, boulevard Konrad
Adenauer,
L-2950
LuxembourgKirchberg,
Grand
Duchy
of
Luxembourg,

hereinafter referred to as the "Beneficiary"

acting for the account of the Fund

of the second part.

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Table of Contents
WHEREAS: ........................................................................................................................................... 4
ARTICLE 1 ............................................................................................................................................ 6
1.1
FIRST DEMAND GUARANTEE ............................................................................................... 6
1.2
DEMANDS AND PAYMENTS .................................................................................................. 7
1.3
INDEPENDENT PAYMENT OBLIGATION .............................................................................. 7
ARTICLE 2 ............................................................................................................................................ 7
2.1
AUTONOMY OF THE FIRST DEMAND GUARANTEE ........................................................... 7
2.2
NO DEFENCE .......................................................................................................................... 7
2.3
OTHER RIGHTS ...................................................................................................................... 8
ARTICLE 3 ............................................................................................................................................ 9
3.1
EFFECTIVENESS PERIOD ..................................................................................................... 9
3.2
REINSTATEMENT ................................................................................................................... 9
ARTICLE 4 ............................................................................................................................................ 9
4.1
DEFAULT INTEREST .............................................................................................................. 9
ARTICLE 5 ............................................................................................................................................ 9
ARTICLE 6 ............................................................................................................................................ 9
ARTICLE 7 .......................................................................................................................................... 10
7.1
TRANSFER ............................................................................................................................ 10
ARTICLE 8 .......................................................................................................................................... 10
8.1
ACCESSION PROCESS ........................................................................................................ 10
8.2
ACCESSION .......................................................................................................................... 10
ARTICLE 9 .......................................................................................................................................... 11
ARTICLE 10 ........................................................................................................................................ 11
ARTICLE 11 ........................................................................................................................................ 11
ARTICLE 12 ........................................................................................................................................ 11
ARTICLE 13 ........................................................................................................................................ 11
ARTICLE 14 ........................................................................................................................................ 12
14.1
GOVERNING LAW ................................................................................................................. 12
14.2
PLACE OF PERFORMANCE ................................................................................................. 12
14.3
JURISDICTION ...................................................................................................................... 12
ARTICLE 15 ........................................................................................................................................ 12
15.1
RECITALS, SCHEDULES AND ANNEX ................................................................................ 12
SCHEDULE A ..................................................................................................................................... 15
FORM OF DEMAND NOTICE............................................................................................................. 15
SCHEDULE B ..................................................................................................................................... 16
FORM OF ACCESSION NOTICE ....................................................................................................... 16
SCHEDULE C ..................................................................................................................................... 19
NOTIFICATION DETAILS ................................................................................................................... 19
SCHEDULE D ..................................................................................................................................... 20
MAXIMUM INITIAL INDIVIDUAL AMOUNTS .................................................................................... 20

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WHEREAS:

(a)

This first demand guarantee agreement is entered into in the context of the contribution
agreements entered into or to be entered into between Member States of the European
Union and the European Investment Bank for the purpose of establishing the PanEuropean Guarantee Fund in response to COVID-19 (the "Fund"). European Union
institutions, or institutions created by Member States of the European Union, may also
contribute to the Fund.

(b)

Pursuant to transactions carried out for the account of the Fund by the Beneficiary for
the purpose of implementing the Fund's objectives with one or more counterparties
(each a "Counterparty"), the Beneficiary will enter into guarantees, financing
arrangements in the form of loans, facilities or other finance agreements, equity
investments or other transactions (including the EIB/EIF Arrangement), such
transactions being entered into in accordance with the terms and conditions (and in
particular the governance and decision process) of the Fund (the "Transactions").

(c)

As part of the Transactions, the Beneficiary has entered or will enter into a back-to-back
arrangement with the European Investment Fund ("EIF") for the account of the Fund
pursuant to which coverage will be provided to the EIF in relation to its role under the
program for transactions relating to the Fund in accordance with the Fund Description
and for the purpose of implementing the Fund's objectives (the "EIB/EIF
Arrangement").

(d)

The Guarantors hereby grant an autonomous first demand guarantee (garantie
autonome à première demande) in favour of the Beneficiary (the "First Demand
Guarantee") pursuant to this guarantee agreement (the "Guarantee Agreement").

(e)

An initial group of EU Member States has each entered into a contribution agreement
and such Member States will grant this Guarantee as Original Guarantors. Over time,
other Member States intend to enter into a contribution agreement with the European
Investment Bank in the context of the Fund and will accede to this Guarantee as
Acceding Guarantors. European Union institutions or institutions created by Member
States of the European Union will accede to this Guarantee if they contribute to the
Fund.

(f)

At any point in time, this Guarantee Agreement shall apply as an autonomous first
demand guarantee obligation between the Guarantors then party to this Guarantee
Agreement and the Beneficiary, in accordance with the terms hereof.

(g)

The parties to this Guarantee Agreement expressly agree that any reference in this
Guarantee Agreement to the Transactions, the Transaction Terms or any exposure
thereunder shall under no circumstances be construed as affecting the independent,
autonomous, unconditional and irrevocable nature of the First Demand Guarantee
granted pursuant to this Guarantee Agreement.

4

NOW THEREFORE it is hereby agreed as follows:

DEFINITIONS AND INTERPRETATION
Interpretation
In this Guarantee Agreement, unless a contrary indication appears:
(a)

any reference to:
(i)

the "Guarantors", the "Beneficiary" and the "Counterparty" shall be construed to
include its and any subsequent successors in title, permitted assigns and
permitted transferees;

(ii)

this "First Demand Guarantee", this "Guarantee Agreement" or any other
agreement or instrument is a reference to such agreement or instrument as
amended, novated, supplemented, extended or restated from time to time;

(iii)

a "person" includes any person, firm, company, corporation, government, state
or agency of a state or any association, trust or partnership (whether having
separate legal personality or not);

(iv)

a "regulation" includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental
or supranational body, agency, department or regulatory, self-regulatory or other
authority or organisation;

(v)

a reference to a legal provision is a reference to that provision as amended or reenacted; and

(vi)

save as otherwise provided, a time of day is a reference to Luxembourg time;

(b)

references to Articles, Recitals and Schedules are, save if explicitly stipulated
otherwise, references respectively to articles of, recitals and schedules to this
Guarantee Agreement;

(c)

Articles and Schedules headings are for ease of reference only and shall not impact the
interpretation of this Guarantee Agreement;

(d)

words importing the singular shall include the plural form and vice versa; and

(e)

a term used in any notice given under or in connection with this First Demand Guarantee
or this Guarantee Agreement has the same meaning as ascribed to it in this Guarantee
Agreement.

Definitions
In this Guarantee Agreement:
"Accession Date" has the meaning ascribed to such term in Article 8.1(c).
"Accession Notice" has the meaning ascribed to such term in Article 8.1(b).
"Acceding Guarantor" has the meaning ascribed to such term in Article 8.1(a).
"Business Day" means any day other than a Saturday or a Sunday (a) where the Beneficiary
is open for business in Luxembourg, and (b) where referring to a payment in EUR, a TARGET
Settlement Day.
"Counterparty" has the meaning ascribed to such term in Recital (b) and shall include EIF in
its capacity as counterparty of the Beneficiary under the EIB/EIF Arrangement.
"Demand" has the meaning ascribed to such term in Article 1.2.
"Demand Notice" has the meaning ascribed to such term in Article 1.2.
"Effectiveness Period" has the meaning ascribed to such term in Article 3.1.
"EIB/EIF Arrangement" has the meaning ascribed to such term in Recital (c).
"EIF" means the European Investment Fund.
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"EUR" or "euro" means the lawful currency of the Member States of the European Union which
adopt or have adopted it as their currency in accordance with the relevant provisions of the
Treaty on European Union and the Treaty on the Functioning of the European Union or their
succeeding treaties.
"Fund" has the meaning ascribed to such term in Recital (a).
"Guarantor" has the meaning ascribed to such term in the description of the parties in the
preamble, and shall include, as of each Accession Date, each Acceding Guarantor who has
adhered to this Guarantee Agreement with effect on such Accession Date.
"Maximum Guarantee Amount" has the meaning ascribed to such term in Article 1.1.
"Maximum Initial Individual Amount" means the maximum amount for which each
Guarantor may be liable under this Guarantee and which is set out for each Guarantor in
Schedule D, as such Schedule will be updated with the accession of Acceding Guarantors by
notification to all Guarantors by the Beneficiary.
"Maximum Individual Amount" means for each Guarantor, (i) initially, at the time of signing
this Agreement as Original Guarantor or acceding thereto as Acceding Guarantor, the amount
of the Maximum Initial Individual Amount and then (ii) from time to time, the amount under (i)
as reduced (or increased, but never to an amount higher than the Maximum Initial Individual
Amount) in accordance with the terms of this Guarantee Agreement.
"Original Guarantor" means a Guarantor that has entered into this Agreement on the date of
this Agreement.
"Payment Period" has the meaning ascribed to such term in Article 1.2.
"TARGET Settlement Day" means any day on which TARGET2 (the Trans-European
Automated Real-time Gross Settlement Express Transfer system) is open for the settlement
of payments in euro.
"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any delay in
paying any of the same).
"Termination Date" has the meaning ascribed to such term in Article 3.1.
"Transaction" and "Transactions" has the meaning ascribed to such terms in Recital (b) and
includes the EIB/EIF Arrangement.
"Transaction Terms" means the terms and conditions of the Transaction as approved in
accordance with the terms of the Fund for inclusion of the Transaction into the Fund.

ARTICLE 1
First Demand Guarantee
1.1

First Demand Guarantee
(a)

The Guarantors hereby irrevocably and unconditionally undertake to pay to the
Beneficiary, on the Beneficiary's first written demand, and in accordance with the
conditions set out here below, all sums which the Beneficiary may claim hereunder up
to a maximum amount constituted for each of them by its Maximum Individual Amount
and collectively by the sum total of all Maximum Individual Amounts (together the
"Maximum Guarantee Amount").

(b)

Subject to Article 0 and without prejudice to Article 8.2 hereunder, the Maximum
Individual Amount for each Guarantor shall be reduced by the sums paid by it pursuant
to and in accordance with this Article 1.

6

1.2

Demands and payments
(a)

1.3

Subject to Article 3, any demand made by the Beneficiary to the Guarantors under this
Guarantee Agreement (each, a "Demand") shall be made by way of a written
notification addressed by the Beneficiary to the Guarantors and their agent in the form
set out in Schedule A (each a “Demand Notice”), sent in accordance with the provisions
set forth in Article 6 below, it being understood that:
(1)

the Beneficiary shall indicate in the Demand Notice (i) the Transaction with
reference to which the Demand is made or (ii) that it relates to the EIB/EIF
Arrangement, but shall otherwise be under no obligation to provide the
Guarantors with any additional document nor to support its claim with any
other justification or evidence;

(2)

the payment obligation of the Guarantors under this Guarantee Agreement
is not subject to the accuracy or the merit of any statement, declaration or
information contained in any Demand Notice.

(b)

The Beneficiary shall make a Demand under this Guarantee on all Guarantors for the
total amount of such Demand, indicating the pro rata allocation of the amount between
the Guarantors on the basis of their portion in the Maximum Guarantee Amount.

(c)

The Guarantors shall make the payment requested in the Demand Notice within 5 (five)
Business Days as from the date of dispatch (included) as set out in the Demand Notice
(the "Payment Period") and in the currency as requested within the Demand Notice.

(d)

The Beneficiary is entitled to request the payment of any amount in one or several
instalments.

(e)

There shall be no limit on the number of Demands under this Guarantee.

Independent payment obligation
Each Guarantor expressly acknowledges that each Demand made in accordance with this
Agreement generates an independent payment obligation toward the Beneficiary up to its
Maximum Individual Amount.
ARTICLE 2
Autonomy of the First Demand Guarantee

2.1

Autonomy of the First Demand Guarantee
The parties to this Guarantee Agreement expressly agree that this First Demand Guarantee
is an independent, unconditional and irrevocable first demand guarantee (garantie autonome
à première demande), autonomous from any contractual or non-contractual relation existing
or which may exist between the Guarantors, the Beneficiary, the Counterparty and any other
person, which cannot be construed in any circumstances and for whatever reason as a surety
(cautionnement) within the meaning of article 2011 of the Luxembourg Civil Code or as any
other accessory obligation or contract (obligation ou contrat accessoire).

2.2

No defence
(a)

Each Guarantor hereby expressly waives any right it has, or may have, which might
reduce or extinguish its payment obligations under this Guarantee Agreement whether
by way of set-off, lien, defence or otherwise.

(b)

Each Guarantor acknowledges that it cannot raise any objection, ground or plea of any
kind, in particular based on a Transaction or the Transaction Terms, to refuse or delay
the performance of its obligations under this Guarantee Agreement and/or any payment
to be made by it under this Guarantee Agreement.

(c)

In particular, but without limitation, each Guarantor acknowledges that its obligations to
make payments hereunder are independent from:
7

(d)

2.3

(i)

the validity, regularity and/or enforceability of a Transaction and the rights and
obligations of the Counterparty thereunder;

(ii)

any absence of action by the Beneficiary against a Counterparty to enforce the
Beneficiary’s rights under a Transaction;

(iii)

any waiver or consent given by the Beneficiary with respect to any provisions
governing a Transaction;

(iv)

the occurrence of any event whatsoever which could prevent a Counterparty from
performing any of its obligations, including its payment obligations, under a
Transaction, including in relation to the opening of any voluntary or judicial
insolvency proceedings in any jurisdiction or any payment moratorium or similar
measure or measure of similar effect applicable to a Counterparty under any
applicable law;

(v)

the existence or absence of payments under Demands made to or payments
thereunder by other Guarantors under the present Guarantee Agreement;

(vi)

any other circumstances which might otherwise constitute a legal discharge of or
a defence for the Guarantors.

Therefore, no Guarantor shall, in particular but without limitation, be entitled to challenge
any demand of payment under this Guarantee Agreement nor raise any objection,
defence, exception, deduction, withholding, lien, right of set-off or counterclaim resulting
from or related to:
(i)

any provisions governing a Transaction;

(ii)

any relationship between the Beneficiary and a Counterparty, the Guarantor and
a Counterparty, or the Guarantor and the Beneficiary;

(iii)

any change in the legal and/or financial situation of a Counterparty (including any
merger, demerger or other form of legal or corporate reorganisation);

(iv)

any negligence or omission by the Beneficiary, except in case of wilful misconduct
or gross negligence;

(v)

any payment moratorium or similar measure or measure of similar effect
applicable to a Counterparty under any applicable law; or

(vi)

any arrangement or agreement between the Beneficiary and a Counterparty
including any grant of time, indulgence, waiver or concession, cure period or
delay or forbearance, or any termination, amendment, variation, novation,
replacement or supplement (including any change in the purpose of, or any
increase in, or extension of, Transaction Terms) which may be granted to a
Counterparty under a Transaction.

Other rights
The First Demand Guarantee granted pursuant to this Guarantee Agreement is in addition to
any other rights, remedies or security, which the Beneficiary has, or may have, against any
other person, including against a Counterparty, whether provided for by law or otherwise.
Each Guarantor hereby expressly accepts and acknowledges that the Beneficiary will not be
required to proceed against or enforce any other rights, security or claim payment from any
other person before making a claim under this Guarantee Agreement.

8

ARTICLE 3
Term of the First Demand Guarantee
3.1

Effectiveness Period
This First Demand Guarantee shall take effect on the date of execution of this Guarantee
Agreement and expire on the earlier of (the "Termination Date"):
(a)

the date on which the aggregate of all payments irrevocably made by the Guarantors
under this Guarantee Agreement amounts to the Maximum Guarantee Amount; or

(b)

31 December 2037 subject to any extension agreed in writing by the Beneficiary and
the Guarantors.

Without prejudice to Article 0 below, the Beneficiary may issue a Demand under this
Guarantee Agreement at any time as from the date of execution of this Guarantee Agreement
up to a date falling 3 (three) calendar months after the occurrence of the Termination Date
(the "Effectiveness Period").
3.2

Reinstatement
Notwithstanding anything to the contrary in this Guarantee Agreement, if any payment made
by a Guarantor to the Beneficiary or any discharge given by the Beneficiary is avoided or
reduced as a result of any insolvency or any similar event, the liability of the Guarantor shall
continue or be reinstated (as the case may be) as if the payment, discharge, avoidance or
reduction, had not occurred; and the Beneficiary shall be entitled to recover the value or
amount of that security or payment from the Guarantor as if the payment, discharge, avoidance
or reduction had not occurred.
ARTICLE 4
Default Interest

4.1

Default interest
If any amount under this Agreement is not paid on the date it is due then such unpaid amount
shall bear interest at the rate of €STR plus a spread of two per cent (2%) floored at zero
calculated on a daily basis which interest shall accrue from the date when payment was due
until the date of actual payment of such unpaid amount. For this purpose €STR means the
euro short-term rate administered by the European Central Bank (or any other person which
takes over the administration of that rate) displayed (before any correction, recalculation or
republication by the administrator) on page EUROSTR of the Thomson Reuters screen (or
any replacement Thomson Reuters page which displays that rate).
ARTICLE 5
Currency
Any payment to be made by the Guarantors under this Guarantee Agreement shall be made
in EUR.
ARTICLE 6
Notices
Any notice, request or other communication to be given or made under this Guarantee
Agreement shall be in writing and delivered by mail, fax, e-mail or secure website to the
9

respective party’s address specified below with a copy to its agent or at such other address as
such party notifies in writing to the other party from time to time:
For the Beneficiary

European Investment Bank
Mandate Management
98-100 boulevard Konrad Adenauer
L-2950 Luxembourg
E-mail address: OPS-EGF-Mandate@eib.org

For the Guarantors

As set out in Schedule C

ARTICLE 7
Transfer and Continuing Obligations
7.1

Transfer
Rights and/or obligations of the Guarantors under this Guarantee Agreement cannot be
transferred or assigned in any way whatsoever to any third parties without the prior written
consent of the Beneficiary.
ARTICLE 8
Accession

8.1

8.2

Accession Process
(a)

A Member State of the European Union, a European Union institution, or an institution
created by Member States of the European Union, which is not an Original Guarantor
shall accede to this Guarantee Agreement as Acceding Guarantor (an "Acceding
Guarantor") at the time of execution of its Contribution Agreement in the context of the
Fund.

(b)

For the purpose of acceding to this Guarantee Agreement, each Acceding Guarantor
shall give an accession notice by way of a written notification addressed by it or its
agents to the Beneficiary and to all then existing Guarantors in the form set out in
Schedule B (each an “Accession Notice”), sent in accordance with the provisions set
forth in Article 6 above.

(c)

The accession by the Acceding Guarantor to the present Guarantee Agreement shall
be effective on the date set out in the Accession Notice (the "Accession Date").

(d)

The Beneficiary and the then existing Guarantors authorise, acknowledge and agree in
advance to the accession from time to time of an Acceding Guarantor to the present
Guarantee Agreement.

Accession
From the Accession Date, the Acceding Guarantor will adhere to, and be bound in all respects
by, this Guarantee Agreement and will accordingly be entitled to all rights and subject to all
obligations imposed on the Guarantors hereunder.
If at the time of entering into the Contribution Agreement the Acceding Guarantor indemnifies
any other Guarantors in relation to payments made in respect of any prior Demands under this
Guarantee Agreement in accordance with the provisions of the Contribution Agreement, the
Maximum Individual Amount of the Acceding Guarantor shall be reduced by any amount thus
10

paid to other Guarantors in accordance with the Contribution Agreement. The Maximum
Individual Amount of the other Guarantors shall be increased by the amount of such payments
received from the Acceding Guarantor in respect of Demands paid to the Beneficiary prior to
such Acceding Guarantor acceding to this Guarantee Agreement. For the avoidance of doubt,
the Maximum Individual Amount of any Guarantor shall never be increased to an amount
higher than the Maximum Initial Individual Amount.
ARTICLE 9
Severability
If at any time any provision of this Guarantee Agreement is or becomes illegal, invalid or
unenforceable in any respect, or this Guarantee Agreement is or becomes ineffective in any
respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or
ineffectiveness shall not affect:
(a)

the legality, validity or enforceability in that jurisdiction of any other provision of this
Guarantee Agreement or the effectiveness in any other respect of this First Demand
Guarantee in that jurisdiction; or

(b)

the legality, validity or enforceability in other jurisdictions of that or any other provision
of this Guarantee Agreement or the effectiveness of this First Demand Guarantee under
the laws of such other jurisdictions.
ARTICLE 10
No Waiver

No failure or delay or single or partial exercise by the Beneficiary in exercising any of its rights
or remedies under this Guarantee Agreement shall be construed as a waiver of such right or
remedy and the Beneficiary shall not be liable for any such failure, delay or single or partial
exercise of any such right and remedy.
ARTICLE 11
Set-Off
The Beneficiary may set off any matured obligation due from a Guarantor under this Guarantee
Agreement against any matured obligation (whether or not matured) owed by the Beneficiary
to that Guarantor, regardless of the place of payment, booking branch or currency of either
obligation. If either obligation is unliquidated or unascertained, the Beneficiary may set off in
an amount estimated by it in good faith to be the amount of that obligation.
ARTICLE 12
Amendments
Any provision of this Guarantee Agreement may only be amended with the prior written
consent of the Beneficiary and the Guarantors.
ARTICLE 13
Waiver of Sovereign Immunity
To the extent that a Guarantor may in any jurisdiction claim for itself or its assets or revenues
immunity from suit, execution, attachment (whether in aid of execution, before judgement or
otherwise) or other legal process and to the extent that such immunity (whether or not claimed)
may be attributed in any such jurisdiction to such Guarantor or its assets or revenues, such
11

Guarantor agrees, to the extent legally possible, not to claim and irrevocably waives such
immunity to the full extent permitted by the laws of such jurisdiction.
ARTICLE 14
Governing Law and Jurisdiction
14.1

Governing Law
This Guarantee Agreement and any non-contractual obligations arising out of or in connection
with it shall be governed by the laws of Luxembourg.

14.2

Place of Performance
The place of performance of this Guarantee Agreement is the seat of the Beneficiary in
Luxembourg.

14.3

Jurisdiction
The Parties shall endeavour to settle amicably any dispute or complaint relating to the
interpretation, application or fulfilment of this Guarantee Agreement. For the purposes of any
dispute arising in relation to this Guarantee Agreement, the Parties hereby submit to the
jurisdiction of the Court of Justice of the European Union.
ARTICLE 15
Final clauses

15.1

Recitals, Schedules and Annex
The recitals and following Schedules form an integral part of this Guarantee Agreement.
Schedule A

Form of Demand Notice

Schedule B

Form of Accession Notice

Schedule C

Notification Details

Schedule D

Maximum Initial Individual Amounts

This Guarantee Agreement has been signed by each Original Guarantor in two originals, in the English
language, and the Beneficiary shall sign each original and return one original to each Original Guarantor.
The Beneficiary shall produce a conformed copy showing signatures of all Original Guarantors.

12

Signed for and on behalf of
[Member State]]1

[name]
[position]]

Date:

1

Each Guarantor shall include the following formula in handwriting before its signature: "Agreed that [Member State] commits by
way of this Guarantee Agreement to pay an amount up to the [relevant Maximum Initial Individual Amount for the Member State,
in letters and figures]":

13

Signed for and on behalf of
THE EUROPEAN INVESTMENT BANK

[name]
[position]
[Directorate]

Date:

[name]
[position]
[Directorate]
Date:

14

Schedule A

FORM OF DEMAND NOTICE
[ON THE LETTERHEAD OF THE BENEFICIARY]

To : [GUARANTOR]
CC: [Agent of the Guarantor]

Re:

Guarantee agreement in relation to the EU COVID-19 Guarantee Fund (the
“Guarantee Agreement”)

Date:

Dear Sirs,
Terms not otherwise defined shall bear the same meaning as ascribed to them in the Guarantee
Agreement.
This letter constitutes a Demand Notice under the Guarantee Agreement.
In accordance with the provisions of Article 1.2 of the Guarantee Agreement, we hereby demand the
payment of an amount of [EUR []] (the “Requested Amount”).
For information purposes only, subject to the provisions of Article 1.2 of the Guarantee Agreement, we
inform you that the present Demand Notice relates to [reference to the Transaction / EIB/EIF
Arrangement].
Article 14 of the Guarantee Agreement shall apply to this Demand Notice as if set out in full herein.

Yours faithfully,
EUROPEAN INVESTMENT BANK

15

Schedule B

FORM OF ACCESSION NOTICE
[ON THE LETTERHEAD OF THE ACCEDING GUARANTOR]

To:

European Investment Bank
100 Boulevard Konrad Adenauer
Luxembourg L-2950
(the "Bank")

CC:

[all existing Guarantors at the time of this Accession Notice]
[address]

Date:
Re:

Guarantee agreement in relation to the EU COVID-19 Guarantee Fund (the
“Guarantee Agreement”)

Dear Sirs,
Terms not otherwise defined shall bear the same meaning as ascribed to them in the Guarantee
Agreement.
We refer to Article 8.1 of the Guarantee Agreement and to the contribution agreement entered into
between [Acceding Guarantor] and the Bank for the purpose of establishing the Pan-European
Guarantee Fund in response to COVID-19.
The Maximum Initial Individual Amount for [Acceding Guarantor] is […].
This letter constitutes an Accession Notice under the Guarantee Agreement, as enclosed in Annex 1
hereto.
We hereby notify the Bank and all existing Guarantors on the date hereof that, in accordance with the
provisions of Article 8.1 of the Guarantee Agreement, we hereby accede to the Guarantee Agreement.
We hereby agree to become a Guarantor and to be bound in all respects by the terms of the Guarantee
Agreement and be entitled to all rights and subject to all obligations imposed on the Guarantors
thereunder.
Our administrative details are as follows:
Attention:

[●]

Address:

[●]

Fax No:

[●]

Article 14 of the Guarantee Agreement shall apply to this Accession Notice as if set out in full herein.

This Accession Notice has been signed and dispatched in two (2) originals in the English language.

16

Signed for and on behalf of

Signed for acceptance for and on behalf of

[ACCEDING GUARANTOR]

THE EUROPEAN INVESTMENT BANK

[name]
[position]]

[name]
[position]

2

[Directorate]
Date:

Date:

[name]
[position]
[Directorate]
Date:

2

The Acceding Guarantor shall include the following formula in handwriting before its signature: "Agreed that [Acceding Guarantor]
commits by way of this Accession Notice to pay an amount up to the [relevant Maximum Initial Individual Amount for the Acceding
Guarantor, in letters and figures]":

17

ANNEX 1
FIRST DEMAND GUARANTEE AGREEMENT

18

Schedule C

NOTIFICATION DETAILS
This Schedule will be prepared and notified by the Beneficiary to Guarantors in due course. Until such
notification details have been made available to the Guarantors, the Parties agree that the EIB will
continue to communicate with the EU Member States through its usual channel of communication for
purposes of the Fund.

19

Schedule D

MAXIMUM INITIAL INDIVIDUAL AMOUNTS
This Schedule lists all EU Member States and their respective Maximum Initial Individual Amount,
without prejudice to the fact that an EU Member State will only become a Guarantor and will only be
bound by the Guarantee Agreement if and as of the date it has entered into or acceded to the Guarantee
Agreement.
Guarantor

Maximum Initial Individual Amount (EUR)

Kingdom of Belgium

1,301,381,075.35

Republic of Bulgaria

51,251,027.24

Czech Republic

221,760,580.47

Kingdom of Denmark

658,926,592.31

Federal Republic of Germany

4,694,854,717.77

Republic of Estonia

20,724,666.58

Ireland

164,731,513.30

Hellenic Republic

352,996,758.77

Kingdom of Spain

2,816,912,866.59

French Republic

4,694,854,717.77

Republic of Croatia

106,745,508.42

Italian Republic

4,694,854,717.77

Republic of Cyprus

32,306,439.71

Republic of Latvia

26,836,898.10

Republic of Lithuania

43,975,174.39

Grand Duchy of Luxembourg

32,946,554.21

Hungary

209,795,625.13

Republic of Malta

12,297,410.06

Kingdom of the Netherlands

1,301,381,075.35

Republic of Austria

646,011,646.53

Republic of Poland

1,142,170,471.73

Portuguese Republic

227,486,335.61

Romania

164,731,513.30

Republic of Slovenia

70,083,139.60

Slovak Republic

75,487,280.34

Republic of Finland

371,158,331.96

Kingdom of Sweden

863,337,361.61

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