Zakon o potvrđivanju Ugovora o kreditnom aranžmanu kupca između Republike Srbije koju zastupa Vlada Republike Srbije postupajući preko Ministarstva finansija u svojstvu Zajmoprimca aranžiran od strane BNP Paribas, Credit Agricole Corporate and Investment Bank i Societe Generale u svojstvu Ovlašćenih vodećih aranžera sa Credit Agricole Corporate and Investment Bank u svojstvu Banke za globalnu koordinaciju i dokumentaciju i Credit Agricole Corporate and Investment Bank u svojstvu Agenta ESA i Kreditnog aranžmana i Societe Generale u svojstvu Agenta životne i društvene sredine i Koordinatora zelenog zajma i Finansijskih institucija navedenih u Delu 1 Priloga 1 u svojstvu Prvobitnih zajmodavaca
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Opšte Informacije
Donosilac
Narodna skupština Republike Srbije
Član 4. Zakon o potvrđivanju Ugovora o kreditnom aranžmanu kupca između Republike Srbije koju zastupa Vlada Republike Srbije postupajući preko Ministarstva finansija u svojstvu Zajmoprimca aranžiran od strane BNP Paribas, Credit Agricole Corporate and Investment Bank i Societe Generale u svojstvu Ovlašćenih vodećih aranžera sa Credit Agricole Corporate and Investment Bank u svojstvu Banke za globalnu koordinaciju i dokumentaciju i Credit Agricole Corporate and Investment Bank u svojstvu Agenta ESA i Kreditnog aranžmana i Societe Generale u svojstvu Agenta životne i društvene sredine i Koordinatora zelenog zajma i Finansijskih institucija navedenih u Delu 1 Priloga 1 u svojstvu Prvobitnih zajmodavaca – CONDITIONS OF UTILISATION
4.1 Conditions precedent to be fulfilled prior to or on the Signing Date
The obligation of the Lenders to make the first Utilisation available under the Facility shall be subject, on or prior to the Signing Date, to receipt by the Facility and ECA Agent of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility and ECA Agent (acting upon the instruction of all Lenders).
4.2 Conditions precedent to be fulfilled with respect to the first Utilisation
(Conditions precedent to be fulfilled prior to or on the Signing Date), the obligation of the Lenders to make the first Utilisation available under the Facility shall be subject, prior to or on the date of the first Utilisation Request, to receipt by the Facility and ECA Agent of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility and ECA Agent (acting upon the instruction of all Lenders).
Upon satisfaction of the conditions precedent listed in Schedule 2 (Conditions Precedent), the Facility and ECA Agent shall notify the Lenders of the same.
4.3 Further conditions precedent (including the first Utilisation)
(Conditions precedent to be fulfilled with respect to the first Utilisation), the obligation of the Lenders to make each Utilisation available under the Facility shall be subject, with respect to all conditions listed in the paragraphs below on the date of the Utilisation Request and on the Utilisation Date, in a manner satisfactory to the Facility and ECA Agent, to the following conditions:
a)
the Facility and ECA Agent has received the Utilisation Request in respect of the Utilisation to be made on such Utilisation Date;
b)
the Facility and ECA Agent has received, together with the Utilisation Request, the following documents in respect of the Utilisation to be made on such Utilisation Date:
(i)
one (1) original copy of the relevant Engineer’s Payment Certificate issued by the Engineer;
(ii)
one (1) original copy of the relevant commercial invoice(s) issued by, as applicable, the Seller or the Seller’s Belgrade Branch in an amount equal to the amount specified in the Engineer’s Payment Certificate as being due and payable under the Commercial Contract; and
(iii)
one (1) original copy of the relevant Seller’s Certificate.
c)
the certifications made by the Seller in the Seller’s Certificate and by the Borrower in the Utilisation Request are true in all respects;
d)
the Borrower has paid the ECA Insurance Premium in full to the Facility and ECA Agent in accordance with
(French treasury Loan) has occurred and is continuing and/or no ECA Mandatory Prepayment Event has occurred and is continuing;
f)
the representations and warranties which are then to be made by the Borrower under this Agreement or deemed to be repeated by the Borrower under Clause 20.30(b) (Times when representations made) are true and correct;
g)
the making of the Loan would not cause the Total Commitments to be exceeded;
h)
the Facility and ECA Agent is satisfied that:
(i)
the credit insurance cover under the ECA Insurance Policy has been issued and continues to provide cover on terms covering political and commercial risks extending to ninety-five per cent. (95%) of the Loans (including the proposed Loan);
(ii)
all conditions of effectiveness of the credit insurance cover under the ECA Insurance Policy have been fulfilled; and
(iii)
the ECA Insurance Policy is in full force and effect;
i)
there has been no event or circumstance that constitutes a material adverse change in the Republic of Serbia or in its international financial, economic or political conditions, including any Serbian sovereign risk downgrading and/or deterioration in the Serbian financial sector, war, civil war, revolution, uprising, acts of terrorism and/or sabotage and which in the opinion of the Majority Lenders would make it inadvisable to proceed with the making of the Utilisation;
j)
the Facility and ECA Agent has not received a notice from the ECA requesting the Lenders to suspend the making of the Loan (or, if the Facility and ECA Agent has received such a notice, that notice has been withdrawn);
k)
the Lenders are not required by the terms of the ECA Insurance Policy to suspend the making of the Loan;
l)
any Authorisation, required for the purposes of this Agreement have been obtained and remain in full force and effect;
m)
the Facility and ECA Agent has received such other documents, certifications, or other evidence as the Facility and ECA Agent acting on the instructions of the ECA may reasonably require with respect to the Borrower or in connection with any Finance Document, the Commercial Contract or the ECA Insurance Policy; and
n)
the Facility and ECA Agent has received a communication from, or on behalf of, Bpifrance Assurance Export in connection with the French Treasury Loan confirming:
(i)
that Bpifrance Assurance Export has accepted the payment documents relating to the relevant payment milestone under the Commercial Contract with respect to which the relevant Utilisation shall be made available under the Facility; and
(ii)
that the French Treasury Loan is available to pay the French Treasury Loan Pro Rata Share of the amount equal to (x) the aggregate amount referred to in the Engineer’s Payment Certificate that is delivered under the Commercial Contract with respect to which the relevant Utilisation shall be made available under the Facility, less (y) the amount of any payment which has previously been made by the Buyer in respect of such Engineer’s Payment Certificate, as the case may be.
o)
with respect to the first Utilisation under the Facility, the Facility and ECA Agent has received a written statement prepared by the Independent Environmental and Social Consultant, confirming the status of the Environmental and Social Action Plan on the date of its issuance and confirming that the Borrower, the Financier and the Employer have complied with the Environmental and Social Action Plan;
p)
with respect to any Utilisation the purpose of which is to finance (solely or amongst others) the payment of a portion of the Total Contract Price relating to the on-shore part of the Commercial Contract (as specified in the relevant Seller’s Certificate) and which shall be paid to the bank account opened in the name of the Seller’s Belgrade Branch held in the Republic of Serbia, the Facility and ECA Agent has received:
(i)
a certificate of a duly authorized representative of the Seller certifying that the Second Advance Payment, i.e. an amount of 36,330,936 Euros as referred to in clause 2.6 of the Contract Agreement has been paid pursuant to the Commercial Contract and that therefore the full amount of the Advance Payment has been paid pursuant to the Commercial Contract; and
(ii)
a copy of the receipt (including without limitation a credit advice issued by the account bank of the Seller or swift receipt) evidencing that the Second Advance Payment, i.e. an amount of 36,330,936 Euros as referred to in clause 2.6 of the Contract Agreement, has been paid to the Seller.
4.4 Conditions precedent for the sole benefit of the Lenders
(Further conditions precedent (including the first Utilisation)) with respect to any Utilisation under the Facility, the Facility and ECA Agent shall notify the Lenders of the same.
4.6 Maximum number of Utilisation
No more than one (1) Utilisation in any 30-day period can be made.