Prilog
SCHEDULE 2. CONDITIONS PRECEDENT
In this Schedule, references to a "certified copy" by the Borrower refer to a copy certified in writing signed by the Borrower's authorised representative(s) to be a true, complete and up-to-date copy of the relevant document.
PART I – CONDITIONS PRECEDENT TO INITIAL UTILISATION TO BE
SATISFIED ON THE SIGNING DATE
1. Authorisations
The Facility and ECA Agent shall have received certified copies of all authorisations of the Borrower approving the execution of the Finance Documents to which it is a party and of the Side Letter and authorising its signatory to execute for its account such Finance Documents (other than the Authorisations referred to in Part II of this Schedule 2) and the Side Letter, including inter alia:
(i)
a copy, certified as a true, complete and up-to-date copy by or on behalf of the Borrower, of the decisions of the Government of the Republic of Serbia (together with an English translation): (A) determining the basis for negotiations and forming the delegation for negotiations in relation to this Agreement, (B) approving the borrowing by the Borrower under the Agreement, the terms of this Agreement, of the other Finance Documents and of the Side Letter and (C) authorising the First Deputy Prime Minister and Minister of Finance of the Republic of Serbia to execute the relevant Finance Documents and the Side Letter on behalf of the Republic of Serbia; and
(ii) if relevant, in case where the Finance Documents to be entered into by the Borrower on the Signing Date or the Side Letter are not signed by the First Deputy Prime Minister and Minister of Finance of the Republic of Serbia, a copy, certified as a true, complete and up-to-date copy by or on behalf of the Borrower, of the delegation (together with an English translation) to the relevant signatory on behalf of the Borrower to execute the Finance Documents to which the Borrower is a party and the Side Letter on behalf of the Borrower and evidence of the powers of the person making such delegation.
2. Commercial Contract
The Facility and ECA Agent has received a certified true copy by a duly authorised representative of the Seller of the Commercial Contract (excluding any technical annexes and the environmental and social impact assessment (ESIA)) together with any amendment (if any).
3. Finance Documents
All Finance Documents (excluding any Utilisation Request) and the Side Letter have been duly signed in English language.
4. Environmental and Social Action Plan
The Facility and ECA Agent has received each of the following documents:
(i)
a copy of the Environmental and Social Impact Assessment Report ;
(ii) a copy of the Environmental and Social Due Diligence Report ;
(iii) a copy of the Environmental and Social Action Plan; and
(iv) 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 and, the Financier and the Employer have complied with the Environmental and Social Action Plan.
5. Legal opinions
The Facility and ECA Agent shall have received originals of the following legal opinions, each of them to be in form, scope and substance satisfactory to the Original Lenders, and addressed to the Finance Parties:
(i)
a legal opinion by De Pardieu, Brocas, Maffei, French law counsel to Original Lenders on the legality, validity and enforceability of this Agreement from a French law perspective; and
(ii) a legal opinion by ZSP Advokati aod Beograd, Serbian law counsel to the Original Lenders on (a) the legality, validity, binding effect and enforceability of the Finance Documents from a Serbian law perspective (subject to the entry into force and effect of the law on ratification of this Agreement by the National Assembly of the Republic of Serbia and the registration of this Agreement with the Central Bank) and (b) the capacity and authorisations of the Borrower to validly enter into the Finance Documents to which it is a party.
6. Know your customers
Confirmation by the Finance Parties to the Facility and ECA Agent that they have completed all relevant "know your customer" checks.
PART II – CONDITIONS PRECEDENT TO INITIAL UTILISATION TO BE
SATISFIED ON THE DATE OF THE FIRST UTILISATION
1. Authorisations
(a)
A copy, certified as a true, complete and up-to-date copy by or on behalf of the Borrower, of the law on ratification of this Agreement, together with evidence of such law being promulgated by the President of the Republic of Serbia, published in the Official Gazette of the Republic of Serbia and the period for the law to enter into force and effect has lapsed.
(b)
A copy, certified as a true, complete and up-to-date copy by or on behalf of the Borrower, of KZ forms (in Serbian: "KZ obrasci") evidencing that the Agreement (with all changes thereunder, including changes to the Lenders, if any) has been duly reported to the Central Bank.
(c)
A certificate of the First Deputy Prime Minister and Minister of Finance of the Republic of Serbia confirming that the borrowing of the full amount of the Facility would not cause any borrowing, guaranteeing or similar limit binding on the Borrower or the Republic of Serbia to be breached.
(d)
Copy of the State Budget Law for 2026 ;
(e)
A certificate of the First Deputy Prime Minister and Minister of Finance confirming that all amounts due and payable by the Borrower under the Finance Documents are and will be reflected in the relevant annual budget of the Republic of Serbia until there are no commitments of the Lenders and all outstanding amounts have been paid by the Borrower.
2. Certificates of authority and incumbency
The Facility and ECA Agent shall have received an original of the certificate of authority and incumbency of an authorized representative of the Seller substantially in the form of Schedule 5 (Form of Certificate of Authority and Incumbency of the Seller) or in any other form agreed between the Facility and ECA Agent and the Seller.
The Facility and ECA Agent shall have received an original of the certificate of authority and incumbency of an authorized representative of the City of Belgrade – The Secretariat for Public Transport and of PUC “Belgrade Metro and Train” substantially in the form of Schedule 6 (Form of Certificate of Authority and Incumbency of the Employer).
The Facility and ECA Agent shall have received an original of the certificate of authority and incumbency of an authorized representative of the Borrower substantially in the form of Schedule 7 (Form of Certificate of Authority and Incumbency of the Borrower).
3. Commercial Contract
(i)
a certificate of a duly authorized representative of the Seller certifying that:
- the First Advance Payment, i.e. an amount of 101,030,555 Euros as referred to in clause 2.6 of the Contract Agreement has been paid pursuant to the Commercial Contract;
- all conditions to the entry into force and effect of the Commercial Contract have been satisfied and the notice of entry into force has been sent by the Employer to the Seller and therefore, the Commercial Contract has come into full force and effect on [DD/MM/YYYY];
- the Commercial Contract is not suspended, interrupted, cancelled, rescinded or terminated or under any administrative, judicial or arbitration proceedings,
to which is attached the following document:
- 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 First Advance Payment, i.e. an amount of 101,030,555 Euros as referred to in clause 2.6 of the Contract Agreement, has been paid to the Seller.
(ii) a certificate of a duly authorized representative of the Employer and of the Financier certifying that:
- the First Advance Payment, i.e. an amount of 101,030,555 Euros as referred to in clause 2.6 of the Contract Agreement has been paid pursuant to the Commercial Contract;
- all conditions to the entry into force and effect of the Commercial Contract have been satisfied and the notice of entry into force has been sent by the Employer to the Seller and therefore, the Commercial Contract has come into full force and effect on [DD/MM/YYYY];
- the Commercial Contract is not suspended, interrupted, cancelled, rescinded or terminated or under any administrative, judicial or arbitration proceedings;
- the Ministry of Finance of the Republic of Serbia has notified that the Government of Serbia approved the conclusion of the Commercial Contract including the funding plan for the payment of the Contract Total Price;
- the Commercial Contract constitutes the legal, valid, binding and enforceable obligations of the Financier and of the Employer, complies with the laws and regulations of the Republic of Serbia and is in full force and effect;
- each of the Financier and the Employer has the capacity, power and authority to enter into and perform, and has taken all necessary action and/or procedures to authorise its entry into and performance of, the Commercial Contract and the transactions contemplated by the Commercial Contract;
- each of the Financier and the Employer has duly conferred upon its representatives the powers to execute the Commercial Contract and any other document that may be appropriate or needed under the Commercial Contract, in compliance with the applicable regulations;
- all Authorisations required (i) to enable each of the Financier and the Employer lawfully to enter into, exercise its rights and comply with its obligations under the Commercial Contract and
(ii) to make the Commercial Contract admissible in evidence in the Republic of Serbia, have been obtained, effected, done, fulfilled or performed and are in full force and effect and all rights of each of the Financier and the Employer under the Commercial Contract are considered under the laws of the Republic of Serbia as a private and commercial act subject to civil and commercial law;
- each of the Financier and the Employer has obtained all foreign exchange control approvals or such other Authorisations as are required to assure the availability of euro to enable each of the Financier and the Employer to perform all of its obligations under the Commercial Contract in the manner and at the place provided therein;
- there are no restrictions or requirements currently in effect that limit the availability or transfer of foreign exchange which would restrict the ability of each of the Financier and the Employer to perform its obligations under the Commercial Contract;
- no event or circumstance has occurred that (i) gives rise or might reasonably be expected to give rise to a right to terminate early, suspend performance under, repudiate or cancel (in each case, in whole or in part) the Commercial Contract or (ii) constitutes a force majeure event (howsoever described) in relation to or under the Commercial Contract;
- there is no outstanding dispute under, breach of, or outstanding claim (other than claims for payments under the Commercial Contract which are not overdue) under the Commercial Contract which would entitle the Financier, the Employer or the Seller to terminate the Commercial Contract.
- there is no other agreement in connection with, or arrangements which amend, supplement or affect the Commercial Contract.
4. ECA Insurance Policy
The Facility and ECA Agent has received a copy of the ECA Insurance Policy signed by the ECA and the Original Lenders.
5. French Treasury Loan
The Agent has received a confirmation from Bpifrance Assurance Export (acting for the account of the French State) that the French Treasury Loan Agreement has been signed by all parties thereto and that the French Treasury Loan is available for any drawing thereunder.
6. Environmental and social documents
The Facility and ECA Agent has received each of the following documents:
(i)
a copy of the Environmental Permits required for the start of construction of the Project ;
(ii) 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; and
(iii) a duly executed copy of the engagement letter, which includes a satisfactory scope of work to the Lenders, for an Independent Environmental and Social Consultant in relation with the production of the Independent Environmental and Social Monitoring Reports for the whole period following the date on which all conditions precedent referred to in Clause 4.2 (Conditions Precedent to be fulfilled with respect to the first Utilisation) have been satisfied until the Final Maturity Date in accordance with Clause 22.18 (d).
7. Legal opinions
The Facility and ECA Agent shall have received originals of the following legal opinions, each of them to be in form, scope and substance satisfactory to the Lenders, and addressed to the Finance Parties:
(i)
a legal opinion of the Ministry of Justice of the Republic of Serbia on (a) the legality, validity, binding effect and enforceability of the obligations of the Borrower under the Finance Documents to which the Borrower is a party from a Serbian law perspective and (b) the capacity and authorisations of the Borrower to validly enter into the Finance Documents to which it is a party; and
(ii) a legal opinion by ZSP Advokati aod Beograd, Serbian law counsel to the Original Lenders on the legality, validity, binding effect and enforceability of the obligations of the Borrower under Finance Documents to which the Borrower is a party from a Serbian law perspective and confirming that all authorisations from a Serbian law perspective for the Borrower to exercise its rights and perform its obligations under the Finance Documents have been duly obtained.
8. Fees, costs and expenses
(i)
Evidence satisfactory to the Facility and ECA Agent that all fees, costs and expenses due to the Finance Parties have been paid to the Facility and ECA Agent by the Borrower; and
(ii) Evidence satisfactory to the Environmental and Social Agent that all fees, costs and expenses due to the IESC have been paid by the Borrower to the Environmental and Social Agent.