Prilog
SCHEDULE 3. SELLER’S CERTIFICATE
To: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
From: ALSTOM TRANSPORT S.A.
Date: [⚫]
CONTRACT AGREEMENT dated 19 December 2025 (as amended from time to
time) between the Republic of Serbia, represented by the Government of the
Republic of Serbia, acting by and through the Ministry of Construction,
Transport and Infrastructure as Financier and the City of Belgrade – The
Secretariat for Public Transport and PUC “Belgrade Metro and Train” as
Employer (together, the Employer and together with the Financier, the Buyer)
and ALSTOM Transport S.A. (the Seller) (together with all documents referred
therein as forming an integral part thereof, the Commercial Contract)
Facility Agreement dated [●] 2026 (the Facility Agreement) between inter alios
the Republic of Serbia, represented by the Government of the Republic of
Serbia acting by and through the Ministry of Finance acting as Borrower and
Credit Agricole Corporate and Investment Bank acting as Facility and ECA
Agent
1. Reference is made to the Commercial Contract and the Agreement. This is a Seller’s Certificate. Capitalised terms used in this Seller’s Certificate but not defined have the meaning given to them in the Facility Agreement.
2. We hereby confirm that an amount equal to EUR [●], corresponding to the invoice(s) [●] (the total amount of such invoice(s) being EUR [●]) relating to the following payment term[s] under the Commercial Contract: [●]1, is due and payable by the Buyer to the Seller under the Commercial Contract, relates to [the on-shore part]/[the off-shore part]/[the on-shore part and the off-shore part]2 of the Commercial Contract and shall be paid by Utilisation under the Facility and which shall be credited in Euros:
- [in an amount equal to EUR [●] to the following bank account opened in the name of Alstom Transport S.A held in France:
(a)
Bank Name: [●];
(b)
Account Name: [●];
1 [to be listed].
2 [select as applicable]
(c)
Account Number: [●];
(d)
SWIFT/Sort Code: [●];
(e)
Ref.: [●]]3
- [in an amount equal to EUR [●] to the following bank account opened in the name of the Seller’s Belgrade Branch held in the Republic of Serbia:
(a)
Bank Name: [●];
(b)
Account Name: [●];
(c)
Account Number: [●];
(d)
SWIFT/Sort Code: [●];
(e)
Ref.: [●]]4.
3. We confirm that we have received in full [the First Advance Payment, i.e. an amount of 101,030,555 Euros]5/[the first portion of the Advance Payment, i.e. an amount of 101,030,555 Euros and the Second Advance Payment, i.e. an amount of 36,330,936 Euros]6 as referred to in clause 2.6 of the Contract Agreement.
4. We confirm that we have delivered equipment and rendered services relating to the invoice(s) referred to in paragraph 2. above in compliance with the Commercial Contract and that such equipment and services are eligible for the ECA.
5. We confirm that the amount which is invoiced in accordance with the invoice attached hereto relates to equipments and rendered services according to the following breakdown and to be financed under the Facility and under the French Treasury Loan as follows:
| Commercial Contract | Invoiced equipments and services | Amount of the invoice to be financed by Utilisation under the Facility | Amount of the invoice to be financed by utilisation under the French Treasury Loan |
3 [select as applicable]
4 [select as applicable]
5 [Select for any Utilisation prior to the first Utilisation the purpose of which is to pay any on-shore part of the Commercial Contract]
6 [Select for any Utilisation as from the first Utilisation the purpose of which is to pay any on-shore part of the Commercial Contract]
| Eligible French Portion | [●] Euros | [●] Euros | [●] Euros |
| Eligible Foreign Portion | [●] Euros | [●] Euros | [●] Euros |
| Eligible Local Portion | [●] Euros | [●] Euros | [●] Euros |
| Total | [●] Euros (including Contract Price Increases in a total amount of [●] Euros) | [●] Euros (including Contract Price Increases in a total amount of [●] Euros) | [●] Euros (including Contract Price Increases in a total amount of [●] Euros) |
6. We warrant that the amount to be financed under the Facility Agreement referred to in paragraph 2 above:
(a)
does not include any amount in respect of the First Advance Payment or the Second Advance Payment;
(b)
has not been the subject of a previous Seller’s Certificate; and
(c)
includes Contract Price Increases in a total amount equal to [●] Euros and that such Contract Price Increases, together with the Contract Price Increases specified in any previous Seller’s Certificate amount to an aggregate amount of Contract Price Increases of [●] and do not exceed 9.2% of the Contract Basis Price.
7. Finally, we confirm that:
(i)
the Commercial Contract is in full force and effect and has not been suspended, interrupted, cancelled, rescinded, terminated for whatever reason, or as far as the payment terms are concerned, has not been amended or modified since [latest amendment agreement provided to the Facility and ECA Agent to be referred to] [a copy of which is attached]7, whether in whole or in part;
(ii) the Commercial Contract is not under any administrative, judicial or arbitration proceeding which, if adversely determined, may result in the suspension, interruption, cancellation, rescission or termination of the
7 [If an amendment has been signed, the Seller shall deliver a copy of the amendment to the Facility and ECA Agent]. Commercial Contract; and
(iii) the Seller has obtained all relevant permits, licenses, or authorisations required (if applicable) as of the date of this Seller’s Certificate for the execution of the Commercial Contract and the performance of the works and services and the delivery of the equipment under the Commercial Contract which occurred prior to the date hereof, including, inter alia, if applicable, any export license required to allow the Seller to export all the equipment which have been delivered prior to the date hereof under the Commercial Contract and that such export licenses (if any) are valid and appropriate.
Yours truly,
ALSTOM TRANSPORT S.A. By: