Prilog
SCHEDULE 4. FORM OF UTILISATION REQUEST
To: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
From: THE REPUBLIC OF SERBIA, represented by the Government of the
Republic of Serbia acting by and through the Ministry of Finance
Date: [⚫]
Facility Agreement dated [●] 2026 (the Facility Agreement) entered into
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 (the Agreement)
Utilisation Request
1. Reference is made to the Agreement. This is a Utilisation Request. Capitalised terms used in this Utilisation Request but not defined have the meaning given to them in the Agreement.
2. We wish to borrow a Loan on the following terms:
(a)
Utilisation Date: [●];
(b)
Amount: EUR [●].
3. We refer to the attached Engineer’s Payment Certificate dated [●] and hereby
(i)
certify that the information specified in that Engineer’s Payment Certificate is true and accurate and has not been amended or superseded at the date of this Utilisation Request, (ii) confirm that the relevant amount as referred to in such Engineer’s Payment Certificate is due and payable under the Commercial Contract by the Buyer to the Seller and has not been paid as of the date hereof and (iii) confirm that such Engineer’s Payment Certificate has been signed by all entities which shall sign such Engineer’s Payment Certificate in accordance with the terms of the Commercial Contract, by duly authorized signatories of the Engineer and by duly authorized signatories of all such other entities.
4. This Loan is to be made in respect of amounts due and payable under the Commercial Contract.
5. The proceeds of this Loan shall be made available by the Facility and ECA Agent in Euros directly [to the bank account opened in the name of Alstom Transport S.A. held in France]/[to the bank account opened in the name of the Seller’s Belgrade Branch held in the Republic of Serbia]/ [in an amount equal to EUR [●] to the bank account opened in the name of Alstom Transport S.A. held in France and in an amount equal to EUR [●] to the bank account opened in the name of the Seller’s Belgrade Branch held in the Republic of Serbia]8, as specified in the attached Seller’s Certificate.
6. [We confirm that (i) the payment of [the relevant portion of] the proceeds of the Loan by the Facility and ECA Agent in Euros directly to the bank account opened in the name of the Seller’s Belgrade Branch held in the Republic of Serbia conforms in all respects with all relevant laws and regulations of the Republic of Serbia (including, amongst others, all foreign exchange laws and regulations) and that, to the extent required under such laws and regulations, all Authorisations have been obtained and all actions have been performed in order for such direct payment of [the relevant portion of] the proceeds of the Loan by the Facility and ECA Agent in Euros to be made to such bank account held in the Republic of Serbia to be legal and valid under all applicable laws and regulations of the Republic of Serbia (including, amongst others, all foreign exchange laws and regulations) and (ii) such Loan is made available under a Facility made available to the Borrower granted pursuant to the Agreement which has been duly reported to the National Bank of Serbia and is registered under KZ form n°[●].]9
7. We confirm that, with respect to the payments to be made under the Commercial Contract in connection with the attached Engineer’s Payment Certificate, a utilisation request under the French Treasury Loan has or will be made on or about the date hereof in an amount in principal of EUR [●].
8. We confirm that each condition specified in paragraphs (e) and (f) of Clause 4.3 (Further conditions precedent (including the first Utilisation)) of the Agreement is satisfied on the date of this Utilisation Request. 9. We confirm that as at the date of the attached Engineer’s Payment Certificate, the Engineer under the Commercial Contract is [JV DB Engineering & Consulting GmbH and SYSTRA]10.
10. The following documents are attached:
- one (1) original copy of the relevant Engineer’s Payment Certificate
8 [select as applicable]
9 [to be included if payments shall be made to the bank account held in the Republic of Serbia]
10 [name of relevant Engineer as at the date of the Engineer’s Payment Certificate to be included] issued by the Engineer;
- one (1) original copy of the relevant commercial invoice(s) issued by, as applicable, the Seller or the Seller’s Belgrade Branch; and
- one (1) original copy of the relevant Seller’s Certificate.
11. This Utilisation Request is irrevocable.
Yours truly,
By:
THE REPUBLIC OF SERBIA, represented by the Government of the Republic of
Serbia acting by and through the Ministry of Finance
SCHEDULE 5. FORM OF CERTIFICATE OF AUTHORITY AND INCUMBENCY
OF THE SELLER
To: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
From: ALSTOM TRANSPORT S.A.
Date: [⚫]
Facility Agreement dated [●] 2026 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 (the
Agreement)
Certificate of Authority and Incumbency
1. Reference is made to a contract agreement dated 19 December 2025 (as amended from time to time) entered into 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 (the Financier) and the City of Belgrade – The Secretariat for Public Transport and PUC “Belgrade Metro and Train” (together, the Employer and together with the Financier, the Buyer) and, ALSTOM Transport S.A., whose registered office is at 48 Rue Albert Dhalenne, 93400 Saint-Ouen-sur-Seine, France, registered with the commercial and companies registry of Bobigny under number 389 191 982 RCS Bobigny (the Seller), for the design and construction of the transport system for the Belgrade Metro Line 1 Phase 1 (together with all documents referred therein as forming an integral part
thereof, the Commercial Contract).
2. Reference is made to the Agreement. Capitalised terms used in this Certificate of Authority and Incumbency but not defined herein have the meaning given to them in the Agreement.
3. I, the undersigned [●], acting in capacity as [●], duly authorized for the purposes hereof, hereby certify that here below are the details and true specimen signatures of the persons who are authorized to sign on behalf of the Seller all documents and certificates to be delivered pursuant to the Commercial Contract:
| Title | Name | Specimen |
4. I, the undersigned [●], acting in capacity as [●], duly authorized for the purposes hereof, hereby certify that here below are the details and true specimen signatures of the persons who are authorized:
(a)
to sign on behalf of the Seller all documents to be delivered pursuant to the Agreement referred to therein (including inter alia the Seller’s Certificate); and
(b)
to take any action required or permitted to be taken, done, signed or executed under the Agreement.
| Title | Name | Specimen |
5. You may assume that any such person continues to be so authorized until you receive authorized written notice from the Seller that they, or any of them, are no longer so authorized.
Yours truly,
By:
ALSTOM TRANSPORT S.A.
SCHEDULE 6. FORM OF CERTIFICATE OF AUTHORITY AND INCUMBENCY
OF THE EMPLOYER
To: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
From: City of Belgrade – The Secretariat for Public Transport and PUC
“Belgrade Metro and Train”, acting as the Employer under the
Commercial Contract
Date: [⚫]
Facility Agreement dated [●] 2026 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 (the
Agreement)
Certificate of Authority and Incumbency
1. Reference is made to a contract agreement dated 19 December 2025 (as amended from time to time) entered into 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 (the Financier) and the City of Belgrade – The Secretariat for Public Transport and PUC “Belgrade Metro and Train” (together, the Employer and together with the Financier, the Buyer) and ALSTOM Transport S.A., whose registered office is at 48 Rue Albert Dhalenne, 93400 Saint-Ouen-sur-Seine, France, registered with the commercial and companies registry of Bobigny under number 389 191 982 RCS Bobigny (the Seller), for the design and construction of the transport system for the Belgrade Metro Line 1 Phase 1 (together with all documents referred therein as forming an integral part
thereof, the Commercial Contract).
2. Reference is made to the Agreement. Capitalised terms used in this Certificate of Authority and Incumbency but not defined herein have the meaning given to them in the Agreement.
3. I, the undersigned [●], acting in capacity as [●] of the City of Belgrade – The Secretariat for Public Transport, duly authorized for the purposes hereof, hereby certify that here below are the details and true specimen signatures of the persons who are, and will continue to be, authorized to sign on behalf of the City of Belgrade – The Secretariat for Public Transport, all documents and certificates to be delivered pursuant to the Agreement:
| Title | Name | Specimen |
You may assume that any such person continues to be so authorized until you receive authorized written notice from the Employer that they, or any of them, are no longer so authorized.
4. I, the undersigned [●], acting in capacity as [●] of PUC “Belgrade Metro and Train”, duly authorized for the purposes hereof, hereby certify that here below are the details and true specimen signatures of the persons who are, and will continue to be, authorized to sign on behalf of PUC “Belgrade Metro and Train”, all documents and certificates to be delivered pursuant to the Agreement:
| Title | Name | Specimen |
You may assume that any such person continues to be so authorized until you receive authorized written notice from the Employer that they, or any of them, are no longer so authorized.
Yours truly,
By:
City of Belgrade – The Secretariat for Public Transport
By:
PUC “Belgrade Metro and Train”