Zakon o potvrđivanju Okvirnog sporazuma o zajmu LD 2251 (2025) između Banke za razvoj Saveta Evrope i Republike Srbije za finansiranje javnog sektora – rehabilitacija lokalnih puteva
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Opšte Informacije
Donosilac
Narodna skupština Republike Srbije
Član 4. Zakon o potvrđivanju Okvirnog sporazuma o zajmu LD 2251 (2025) između Banke za razvoj Saveta Evrope i Republike Srbije za finansiranje javnog sektora – rehabilitacija lokalnih puteva – FINANCIAL CONDITIONS
The Loan shall be disbursed in a minimum of two (2) Tranches.
The amount of the first Tranche shall not exceed fifty per cent (50%) of the Loan Amount. The amount of each subsequent Tranche shall be determined according to the Incurred Expenditure and Forecasted Expenditure.
4.3 Disbursement Procedure
The disbursement of each Tranche is determined through the following procedure:
a)
Disbursement Request
Prior to each disbursement, the Borrower shall submit to the CEB a disbursement request substantially in the form set out under Appendix 3 hereto (hereinafter, a
“Disbursement Request”).
A Disbursement Request shall specify the proposed:
i)
Currency(ies) and amount(s) for the Tranche;
ii)
Disbursement Date; such Disbursement Date shall be a Business Day falling at least five (5) Business Days after the date of the Disbursement Request;
iii)
Principal Repayment Date(s), including the Maturity Date, taking into account that the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including a grace period of maximum five (5) years;
iv)
maximum Fixed Interest Rate or maximum Spread to the Reference Rate;
v)
Interest Period and Interest Payment Dates;
vi)
Day Count Convention and Business Days; and
vii)
Borrower’s account for payments.
Each Disbursement Request delivered to the CEB shall be irrevocable, unless otherwise agreed in writing by the CEB.
b)
Disbursement Notice
If the CEB receives a Disbursement Request that complies with the Disbursement Request requirements set out in Sub-clause 4.3(a) above, and if all other relevant Disbursement Conditions as defined in
(Disbursement Conditions) below have been fulfilled by the Borrower, the CEB shall deliver to the Borrower a disbursement notice substantially in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Notice”). Each Disbursement Notice shall be delivered at least two (2) Business Days before the proposed Disbursement Date.
A Disbursement Notice shall specify:
i)
the Currency(ies) and the amount(s) for the Tranche;
ii)
the Disbursement Date;
iii)
the Principal Repayment Period and Principal Repayment Date(s), including the Maturity Date;
iv)
the Fixed Interest Rate or the Spread to the Reference Rate;
v)
the Interest Period and the Interest Payment Dates;
vi)
the Day Count Convention and the Business Days; and
vii)
the Borrower’s and the CEB’s accounts for payments. A Disbursement Notice matching the elements included in a Disbursement Request shall constitute an irrevocable and unconditional commitment on the part of the Borrower to borrow from the CEB and on the part of the CEB to disburse to the Borrower the Tranche under the terms and conditions specified in the Disbursement Notice.
Notwithstanding the above, if the CEB has not delivered a Disbursement Notice within twenty (20) Business Days following the receipt of a Disbursement Request, the relevant Disbursement Request shall be deemed as cancelled.
4.4 Disbursement Period
Unless otherwise agreed in writing by the CEB, the Borrower shall not be entitled to:
i)
the issue of a Disbursement Request for the first Tranche beyond twelve
(12)
months after the execution of the Agreement by the Parties or beyond twenty-four (24) months after the approval of the loan application by the CEB's Administrative Council, whichever comes earlier;
ii)
the issue of any further Disbursement Request beyond eighteen (18) months after the last disbursement; or
iii)
the issue of any further Disbursement Request beyond the day falling fifteen (15) Business Days before the Closing Date.
4.5 Disbursement Conditions
a)
Conditions precedent to the Disbursement Request for the first Tranche:
(i)
Legal opinion in English issued by the Ministry of Justice of the Borrower confirming to the CEB’s satisfaction, substantially in the form set out under Appendix 2 hereto, that the Agreement has been duly executed by authorised representatives of the Borrower and that the Agreement is valid, binding and enforceable in accordance with its terms in the Borrower’s jurisdiction.
(ii)
Evidence in English (e.g., statute, governmental authorisation, power of attorney, etc.) to the CEB’s satisfaction of the person(s) authorised to execute the Agreement and the Disbursement Requests on behalf of the Borrower, together with the authenticated specimen of the signature(s) of such person(s).
(iii)
A Certificate from the Borrower in the form of Appendix 4 hereto, signed by the person(s) authorised to execute the Disbursement Requests on behalf of the Borrower and dated not earlier than a date falling five (5) Business Days before the Disbursement Request.
b)
Conditions precedent to any further Disbursement Request:
(i)
Evidence in English (e.g., Statute, governmental authorisation, Power of Attorney, etc.) to the CEB’s satisfaction of the person(s) authorised to execute the Disbursement Requests on behalf of the Borrower, together with the authenticated specimen of the signature(s) of such person(s).
(ii)
Progress Report confirming to the CEB’s satisfaction the Allocation of one hundred per cent (100%) of the previous Tranche.
(iii)
A Certificate from the Borrower in the form of Appendix 4, signed by the person(s) authorised to execute the Disbursement Requests on behalf of the Borrower and dated not earlier than a date falling five (5) Business Days before the Disbursement Request.
(iv)
Procurement Plan submitted by the Borrower and approved by the CEB.
(v)
Any other specific condition set forth under section “Specific Conditions” of Appendix 1.
4.6 Repayment
On any Principal Repayment Date, the Borrower shall repay the principal of each Tranche due on that Principal Repayment Date in accordance with the terms set forth in the applicable Disbursement Notice.
4.7 Prepayment
a)
Mechanics
If in any event specified in this Agreement referring to this Sub-clause the Borrower ought to prepay all or part of a Tranche or in the event of voluntary prepayment, the Borrower shall give at least a two (2) months prior written notice to the CEB (hereinafter, the “Prepayment Notice”) specifying the amounts to be prepaid, the date on which the prepayment will take place (hereinafter, the “Prepayment Date”) and, upon prior consultation with the CEB, the Prepayment Costs. The Prepayment Date shall fall on an Interest Payment Date, unless otherwise agreed in writing by the CEB.
Upon receipt of the Prepayment Notice, the CEB shall send a written notice to the Borrower (hereinafter, the “Prepayment Confirmation”), not later than fifteen (15) Business Days prior to the Prepayment Date, indicating the accrued interest due thereon and the Prepayment Costs in accordance with Sub-clause 4.7 (b).
A Prepayment Confirmation matching all the elements included in the Prepayment Notice shall constitute an irrevocable and unconditional commitment on the part of the Borrower to prepay the relevant amounts to the CEB under the terms and conditions specified in the Prepayment Confirmation.
If the Borrower partially prepays a Tranche, the prepaid amount shall be applied pro rata to each outstanding principal repayment. In such an event, the Prepayment Confirmation shall accordingly include an adjusted repayment schedule which shall be binding on the Borrower.
b)
Prepayment Costs
The costs resulting from prepayment in accordance with Sub-clause 4.7 (a) (hereinafter, the “Prepayment Costs”) shall be determined by the CEB on the basis of the costs to it of redeploying the amount to be prepaid from the Prepayment Date to the Maturity Date, including any related costs, such as unwinding any underlying hedging arrangements. The costs of redeployment will be established on the basis of the difference between the original rate and the redeployment rate, which shall be determined by the CEB on the basis of market conditions on the date of the Prepayment Notice.
4.8 Interest Determination
The Borrower shall pay interest on the principal of each Tranche from time to time outstanding during each Interest Period at the Fixed Interest Rate/Floating Interest Rate specified in the applicable Disbursement Notice.
Interest shall (i) accrue from and including the first day of the Interest Period to but excluding the last day of such Interest Period; and (ii) be due and payable on the Interest Payment Dates specified in the applicable Disbursement Notice. Interest shall be calculated on the basis of the Day Count Convention specified in the relevant Disbursement Notice.
In the case of Floating Interest Rate Tranches, the CEB shall determine on each Interest Determination Date the interest rate applicable during the relevant Interest Period in accordance with the Agreement and promptly give notice thereof to the Borrower. Each determination by the CEB shall be final, conclusive and binding upon the Borrower unless shown by the Borrower to the satisfaction of the CEB that any such determination has involved manifest error.
4.9 Default Interest Rate
In the event that the Borrower fails to pay, in full or in part, any amount under the Agreement, and notwithstanding any other recourse available to the CEB under the Agreement or otherwise, the Borrower shall pay interest on such unpaid amounts from the due date until the date of receipt of such payment by the CEB at the interest rate per annum equal to the one-month EURIBOR quoted on the due date plus two hundred basis points (200 bps) (hereinafter, the “Default Interest Rate”).
The applicable Default Interest Rate shall be updated every thirty (30) calendar days.
4.10 Market Disruption Event
The CEB shall promptly, upon becoming aware of it, notify to the Borrower that a Market Disruption Event has occurred.
For the purposes of the Agreement, “Market Disruption Event” refers to the following circumstances:
a)
The relevant financial news provider referred to under the EURIBOR definition does not quote any percentage rate or its corresponding screen rate page is not accessible.
Under such a Market Disruption Event, the applicable EURIBOR shall be the percentage rate per annum determined by the CEB to be the arithmetic mean of the rates at which loans in Euro, in an amount identical or nearest comparable to the Loan amount in question and for a period identical or nearest comparable to the relative Interest Period, are offered on the Interest Determination Date by three (3) leading banks in the EU interbank market selected by the CEB. If at least two (2) quotations are provided, the applicable EURIBOR for that Interest Determination Date shall be the arithmetic mean of all quotations provided.
If only one (1) or no quotation is provided, the applicable EURIBOR shall be the percentage rate per annum determined by the CEB to be the arithmetic mean of the rates at which loans in Euro, in an amount identical or nearest comparable to the Loan amount in question and for a period identical or nearest comparable to the relative Interest Period, are offered on the second Business Day after the beginning of the relevant Interest Period by major banks in the EU interbank market selected by the CEB.
b)
The CEB determines that it is not possible to determine the applicable Reference Rate in accordance with paragraph (a) above.
Under such a Market Disruption Event, the applicable Floating Interest Rate shall be replaced by the rate that expresses as a percentage rate per annum the cost to the CEB of funding the Loan from whatever source the CEB may reasonably select.
c)
At any time between the delivery of a Disbursement Notice and the Disbursement Date the CEB reasonably determines that there are exceptional and unexpected circumstances of an economic, financial, political or other external nature adversely affecting the CEB’s access to its sources of funding.
Under such a Market Disruption Event, the CEB shall be entitled to cancel at no cost the scheduled disbursement.
In the case of the Market Disruption Events set forth under paragraphs (a) and (b) above:
i)
If the Borrower so requires, the Parties, acting in good faith, shall enter into negotiations for a period of not more than thirty (30) calendar days in order to agree on an alternative to the applicable EURIBOR. If no agreement is reached, the Borrower shall proceed with prepayment on the next Interest Payment Date in the terms provided under
The CEB shall have the right, acting in good faith and in consultation with the Borrower to the extent reasonably practicable, to change the duration of any subsequent Interest Period to thirty (30) calendar days or less by sending to the Borrower a notice thereof. Any such change to an Interest Period shall take effect on the date specified by the CEB in such notice.
iii)
For the avoidance of doubt, items (i) and (ii) above shall only apply in circumstances where the Borrower shall pay interest on the principal of a Tranche outstanding at a Floating Interest Rate.
If the CEB determines that the relevant Market Disruption Event no longer exists, then, subject to any further Market Disruption Event occurring or existing, the Floating Interest Rate and/or Interest Period applicable to any relevant Tranche shall revert, from the first day of the following Interest Period to being calculated in accordance with the Floating Interest Rate and Interest Period specified in the relevant Disbursement Notice.
4.11 Payments
All the amounts due by the Borrower under this Agreement are payable in the Currency of each Tranche to the CEB’s account indicated in the applicable Disbursement Notice. Any payment under this Agreement shall be made on a Business Day subject to the Modified Following Business Day Convention. Any payment shall be deemed paid when the CEB has received the amount on its account. The Borrower or the bank instructed by the Borrower, as the case may be, shall send a written payment notice to the CEB at least five (5) Business Days before payment of any amounts due under this Agreement.
All payments to be made by the Borrower under this Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
If the CEB receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under this Agreement, the CEB shall apply that payment in or towards payment of:
i)
first, any fees, costs, charges or expenses due but unpaid under this Agreement;
ii)
secondly, any accrued interest due but unpaid under this Agreement,
iii)
thirdly, any principal due but unpaid under this Agreement; and
iv)
fourthly, any other sum due but unpaid under this Agreement.