Zakon o potvrđivanju Ugovora o kreditnom aranžmanu kupca, između Republike Srbije koju zastupa Vlada Republike Srbije postupajući preko Ministarstva finansija, delujući u svojstvu Zajmoprimca aranžiran od strane Bred Banque Populaire, Credit Agricole Corporate and Investment Bank, Credit Industriel et Commercial, Credit Lyonnais, Natixis i Societe Generale, delujući u svojstvu Ovlašćenih vodećih aranžera sa Natixis, delujući u svojstvu Banke za globalnu koordinaciju, strukturiranje i dokumentaciju i Natixis, delujući u svojstvu ESA Agenta i Finansijskih institucija navedenih u Delu I Priloga 1, delujući u svojstvu Prvobitnih zajmodavaca

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Prikazana Verzija

Nema dostupnih verzija

Opšte Informacije

Donosilac	Narodna skupština Republike Srbije

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Section1.1

Definitions

In this Agreement:

Affiliate means:

in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

in respect of Natixis and BRED Banque Populaire, also means any members of the Banque Populaire and Caisse d’Epargne networks within the meaning of articles L.512-11, L.512-86 and L.512-106 of the French Monetary and Financial Code; and

in respect of Crédit Lyonnais, also means any members of the Credit Agricole network within the meaning of articles L.512-20 and L.512-47 of the French Monetary and Financial Code and any other Subsidiary of them.

Agency Fee Letter means the letter dated on or about the date of this Agreement between the ECA Agent and the Borrower setting out the fees referred to in

Clause 13.3

(Agency fee).

Agreement means this agreement.

Anti-Corruption Laws means any applicable anti-bribery or anti-corruption laws, regulations or rules in any applicable jurisdiction, including any Serbian legal provisions relating to anti-bribery or anti-corruption, including those contained in Corruption Prevention Act (Official Gazette of the Republic of Serbia nos. 35/2019, 88/2019, 11/2021 – authentic interpretation, 94/2021 and 14/2022, as amended from time to time) (in Serbian: "Zakon o sprečavanju korupcije") and any French legal provisions relating to anti- bribery or anti-corruption, including under Loi n°2016-1691 du 9 décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique and under Book IV, Title III and Book IV, Title IV of the French Code pénal, the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997, any relevant implementing laws and regulations and any laws or regulations relating to bribery, corruption or any similar practices in any jurisdiction.

Anti-Money Laundering and Anti-Terrorism Financing Regulations means any applicable legal provisions relating to the fight against money- laundering and terrorism financing in any applicable jurisdiction, including any Serbian legal provisions relating to the fight against money-laundering and terrorism financing, including those contained in Anti-Money Laundering and Anti-Terrorism Financing Act (Official Gazette of the Republic of Serbia nos. 113/2017, 91/2019, 153/2020, 92/2023 and 94/2024, as amended from time to time) (in Serbian: "Zakon o sprečavanju pranja novca i finansiranja terorizma"), any French legal provisions relating to the fight against money- laundering and terrorism financing referenced in Book III, Title II and Book IV, Title II of the French Code penal and in Book V, Title VI of the French Code monétaire et financier, and any similar laws, regulations or rules in any jurisdiction.

Arrangement Fee Letter means the letter dated on or about the date of this Agreement between the Mandated Lead Arrangers and the Borrower setting out the fees referred to in

Clause 13.2

(Arrangement fee).

Authorisation means an authorisation, consent, approval, resolution, license, exemption, filing, notarisation or registration.

Availability Period means the period from the Signing Date until the date falling 57 months after the Signing Date.

Available Commitment means the Total Commitments (as may be cancelled or reduced under this Agreement) minus the amount of all Utilisations made available under the Facility.

Balance Payments shall mean any amount due by the Buyer to the Seller under the Commercial Contract pursuant to clause 7.1.3 (Balance Payments) of the Commercial Contract in an amount equal to 20% of the price of the relevant contractual item under the Commercial Contract, other than any Advance Payment, the First Progress Payment and the Second Progress Payment.

Beneficiary shall have the meaning given to it in

Clause 24.7

(Security over Lenders’ rights).

Borrower shall have the meaning given to it in the preamble hereto.

Borrower’s External Indebtedness means any indebtedness of the Republic of Serbia or of any entity owned or controlled by the Republic of Serbia and holding Serbian Republic’s public assets (including international monetary reserves) which (i) is or may become payable in any currency other than the lawful currency for the time being of the Republic of Serbia or (ii) is or may become payable to a person which is resident outside the Republic of Serbia or has its registered office or principle place of business outside the Republic of Serbia.

Borrower’s Utilisation Confirmation Certificate means a certificate delivered by the Borrower to the ECA Agent substantially in the form set out in Schedule 5 (Form of Borrower’s Utilisation Confirmation Certificate).

Break Costs means the amount (if any) by which:

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Business Day means for the purposes of:

determining EURIBOR, a TARGET Day;

participating in a Utilisation of the Facility, any day (other than a Saturday or Sunday) on which banks are open for general business in Paris, France and which is also a TARGET Day;

repaying of principal and paying of interest, late interest and fees or any other sum under the Facility, any day (other than a Saturday or Sunday) on which banks are open for general business in Paris, France, and Belgrade, Republic of Serbia and which is also a TARGET Day; and

any other matter, a day (other than a Saturday or Sunday) on which banks are open for general business in Paris, France and in Belgrade, Republic of Serbia.

Buyer shall have the meaning given to it in the preamble hereto.

CAFFIL means Caisse Française de Financement Local (a French société anonyme having its registered office located 112-114 avenue Emile Zola, 75015 Paris, registered with the commercial and companies registry of Paris under number 421 318 064 RCS Paris).

Central Bank means the National Bank of Serbia (Narodna banka Srbije).

Commercial Contract shall have the meaning given to it in the preamble hereto.

Confidential Information means all written information relating to the Borrower, the Finance Documents, the Commercial Contract, the Project or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

the Borrower or the Seller or any of their advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Borrower or the Seller or any of its advisers,

in whatever form, and includes any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 34 (Confidentiality); or

(B) is identified in writing at the time of delivery as non-confidential by the Borrower or the Seller or any of their advisers; or

(C) is developed at any time by that Finance Party or the ECA without use, directly or indirectly, of Confidential Information; or

(D) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (A) or (B) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party or the ECA is aware, unconnected with the Borrower and which, in either case, as far as that Finance Party or the ECA is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

ii)

any Funding Rate.

Confidentiality Undertaking means a confidentiality undertaking substantially in the form as set out in Schedule 10 (Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the relevant Finance Party.

Consolidated Utilisation Period Amount means, in respect of each Tranche, the aggregate amount of all Utilisations made available under such Tranche of the Facility.

Coordination Fee Letter means the letter dated December 6, 2024 between the Global Coordinator, Structuring and Documentation Bank and the Borrower setting out the fees referred to in

Clause 13.4

(Coordination fee).

Default means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

Disruption Event means either or both of:

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

ECA means BPIFRANCE ASSURANCE EXPORT, a French société par actions simplifiée having its registered office at 27-31 avenue du Général Leclerc, 94710 Maisons Alfort Cedex, France and which is registered with the commercial and companies registry of Créteil under number 815 276 308 RCS Créteil, acting in the name, for the account and under the control of the French State and any of its successors or assignees designated by the French Authorities to issue and manage insurance policies for foreign trade in the name, for the account and under the control of the French State pursuant to article L.432-1 et seq. of the French Code des Assurances.

ECA Agent shall have the meaning given to it in the preamble hereto.

ECA Insurance Policy means the export credit insurance policy issued by the ECA in favour of the Lenders, in terms satisfactory to the Original Lenders, covering 95 per cent. of the commercial and political risk in respect of the Facility, executed by the ECA and the Original Lenders and delivered pursuant to Schedule 2 (Conditions Precedent). ECA Insurance Premium means the premium payable to the ECA pursuant to the ECA Insurance Policy.

ECA Mandatory Prepayment Event means each of the following events or circumstances:

it is or becomes unlawful for the ECA to perform any of its obligations under the ECA Insurance Policy or for a Lender to receive the benefit of the ECA Insurance Policy;

any obligation or obligations of the ECA under the ECA Insurance Policy are not or cease to be legal, valid, binding or enforceable or the ECA Insurance Policy is not or ceases to be in full force and effect; or

the ECA avoids, rescinds, repudiates, suspends, cancels or terminates all or part of the ECA Insurance Policy or evidences an intention to or purports to avoid, rescind, repudiate, suspend, cancel or terminate all or part of the ECA Insurance Policy.

Euro or EUR means the lawful currency of the European Union.

EURIBOR means, in relation to any Loan:

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan,

as of, in the case of paragraphs (a) and (b) above, 11:00 a.m. (Paris time) on the Quotation Day for Euro and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to be zero.

Event of Default means any event or circumstance specified as such in Clause 23 (Events of Default).

Excluded Assets has the meaning given to such term in Clause 37 (Jurisdiction – Arbitration).

Facility means the term loan facility made available under this Agreement as described in

Clause 2.1

(The Facility).

Facility Office means:

at the date of this Agreement, the France office of the relevant Lender; or

in respect of a Lender, the office or offices notified by that Lender to the ECA Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

FATCA means:

sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America (the US) and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; and

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the US Internal Revenue Code of 1986 (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

in relation to a "passthru payment" described in section 1471(d)(7) of the US Internal Revenue Code of 1986 not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

Final Maturity Date means, in respect of the repayment of each Consolidated Utilisation Period Amount relating to a Tranche, the date falling seven (7) years after the applicable Starting Point of Repayment relating to such Tranche.

Finance Document means:

this Agreement;

the Payment Delegation Agreement;

the Coordination Fee Letter;

the Arrangement Fee Letter;

the Agency Fee Letter;

any Borrower’s Utilisation Confirmation Certificate,

and any other document designated as a "Finance Document" by the ECA Agent and the Borrower.

Finance Party means a Mandated Lead Arranger, the ECA Agent, the Global Coordinator, Structuring and Documentation Bank or a Lender.

First Repayment Date means:

in respect of the repayment of the Consolidated Utilisation Period Amount relating to Tranche 1: the date falling six (6) Months after the Starting Point of Repayment 1; and

in respect of the repayment of the Consolidated Utilisation Period Amount relating to Tranche 2: the date falling six (6) Months after the Starting Point of Repayment 2.

First Utilisation Date means the date on which the first Loan under the Facility is made available by the Lenders to the Borrower.

French Authorities means:

the Direction générale du Trésor of the French Ministry of Economy and Finance, any successors thereto, and

any legislative, administrative or other governmental agency, department, commission, board, bureau or any other regulatory authority or, instrumentality thereof and any governmental authorities of the Republic of France having jurisdiction over and responsibility for the provision, management or regulation of the terms, conditions and issuance of export credits in or for the Republic of France including, inter alia, such entities to whom authority in respect of extension or administration of export financing matters have been delegated including the ECA.

Funding Rate means any individual rate notified by a Lender to the ECA Agent pursuant to paragraph (a)(ii) of

Clause 12.1

(Market Disruption).

Global Coordinator, Structuring and Documentation Bank shall have the meaning given to it in the preamble hereto.

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

Illicit Origin means any origin which is illicit or fraudulent, including, without limitation, drug trafficking, corruption, organised criminal activities, terrorism, money laundering or fraud.

IMF means the International Monetary Fund.

Interest Payment Date means:

in respect of Loans made available under Tranche 1:

(i)

each date falling at six (6) Month intervals from the First Utilisation Date until the Starting Point of Repayment 1;

(ii)

the Starting Point of Repayment 1;

(iii)

each date falling at six (6) Month intervals from the Starting Point of Repayment 1 until the Final Maturity Date relating to the Loans made available under Tranche 1; and

(iv)

the Final Maturity Date relating to the Loans made available under Tranche 1;

in respect of Loans made available under Tranche 2:

(i)

each date falling at six (6) Month intervals from the Starting Point of Repayment 1 until the Starting Point of Repayment 2;

(ii)

the Starting Point of Repayment 2;

(iii)

each date falling at six (6) Month intervals from the Starting Point of Repayment 2 until the Final Maturity Date relating to the Loans made available under Tranche 2; and

(iv)

the Final Maturity Date relating to the Loans made available under Tranche 2.

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with

Clause 10.3

(Default interest).

International Monetary Assets means all:

official holdings of gold;

Special Drawing Rights;

Reserve Positions in the Fund; and

Foreign Exchange.

For the purpose of this definition the terms "Special Drawing Rights",

"Reserve Positions in the Fund" and "Foreign Exchange" have, as to the types of assets included, the meanings given to them in the IMF’s publication entitled “International Financial Statistics” or such other meanings as shall be formally adopted by the IMF from time to time. In respect of the Borrower, and in addition to, and without prejudice to the generality of, the definition set out above, "International Monetary Assets" includes banknotes and coins of convertible currency held by the Republic of Serbia through the Central Bank in accounts in foreign banks and in the IMF, and promissory notes, certificates of deposit, bonds, and other securities payable in a convertible currency which are held by the Republic of Serbia through the Central Bank.

Interpolated Screen Rate means, in relation to EURIBOR for any Loan, the rate which results from interpolating on a linear basis between:

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of 11:00 a.m. (Paris time) on the Quotation Day for the currency of that Loan.

Lender means:

any Original Lender; and

any bank, financial institution, insurance or reinsurance company, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 24 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

Loan means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

Majority Lenders means a Lender or Lenders whose participation (drawn and undrawn) aggregate more than 66⅔% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔% of the Total Commitments immediately prior to that reduction),

it being specified that, except for the purposes of

Clause 23.17

(Acceleration) and

Clause 28.5

(b) (Partial payments), if SFIL has a participation under the Facility:

Majority Lenders shall mean at least two Lenders whose participation (drawn and undrawn) aggregate more than 66⅔% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔% of the Total Commitments immediately prior to that reduction); or

if the majority referred to in Paragraph (a) above has not been reached, Majority Lenders shall mean all the Lenders except SFIL.

Mandated Lead Arranger shall have the meaning given to it in the preamble hereto.

Margin means 0.98% (zero point ninety-eight per cent) per annum.

Material Adverse Effect means, in the opinion of the Majority Lenders, a material adverse effect on:

the political, commercial, financial and economic conditions in the territory of the Borrower, including its balance of payments and the Borrower’s External Indebtedness; or

the ability of the Borrower to perform or comply with any of its obligations under any Finance Document; or

the validity, legality or enforceability of any Finance Document or the rights or remedies of any Finance Party thereunder.

Material License means (i) the appropriate export license authorizing the Seller to export all the equipment under the Commercial Contract and (ii) the appropriate import license authorizing the Buyer to import all the equipment under the Commercial Contract.

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end, if there is one, or if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month. The above rules will only apply to the last Month of any period.

New Lender has the meaning given to that term in

Clause 24.1

(Transfers by the Lenders).

Original Lenders shall have the meaning given to it in the preamble hereto.

Participating Member State means any member state of the European Union that adopts or has adopted, and in each case continues to adopt, the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Party means a party to this Agreement.

Payment Delegation Agreement means the agreement to be entered into on the date hereof between, inter alios, the Seller as delegated party, the Republic of Serbia as delegator, the ECA Agent (acting on behalf of the Finance Parties) as agent of the beneficiaries and the Original Lenders as initial beneficiaries as a condition precedent under this Agreement, whereby, subject to the terms and conditions set out therein, the Republic of Serbia delegates the Seller to the Lenders for the payment of the amounts due by the Borrower to the Lenders pursuant to

Clause 8.5

(Early termination of the Commercial Contract) within the limit of the amount determined in accordance with the terms of such payment delegation agreement.

Person shall have the meaning given to it in the definition of “Sanctioned Person”.

Prohibited Payment means:

any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would constitute bribery or an improper gift or payment under, or a breach of, any law of the Republic of Serbia; or

any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would or might constitute bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997 or bribery or an improper gift or payment under Loi n°2016-1691 du 9 décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique and under Book IV, Title III and Book IV, Title IV of the French Code pénal, the United Kingdom Bribery Act 2010, or the United States Foreign Corrupt Practices Act of 1977.

Project means the purchase by the Buyer of twelve RAFALE fighters and their associated products and services from the Seller under and in accordance with the terms of the Commercial Contract.

Quotation Day means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period, unless market practice differs in the European interbank market for Euros, in which case the Quotation Day will be determined by the ECA Agent in accordance with market practice in the European interbank market for Euros (and if quotations would normally be given by leading banks in the European interbank market for Euro on more than one day, the Quotation Day will be the last of those days).

Ratification Date means the date on which the law on ratification of this Agreement by the National Assembly of the Republic of Serbia becomes effective.

Related Fund means:

in relation to a fund (the First Fund), a fund which is managed or advised by the same investment manager or investment adviser as the First Fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the First Fund; or

in relation to a Lender which is not a fund, any fund which has subscribed financial indebtedness that is arranged and/or underwritten by that Lender or for which that Lender is acting as an investment agent, investment manager, fund manager or collateral manager.

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Repayment Date means, in respect to each Consolidated Utilisation Period Amount relating to the relevant Tranche, each of:

the First Repayment Date applicable to that Tranche;

after the relevant First Repayment Date but prior to the relevant Final Maturity Date of that Tranche, each date falling six (6) Months after the preceding Repayment Date of that Tranche and which shall fall on an Interest Payment Date relating to the Loans made available under the relevant Tranche; and

the Final Maturity Date applicable to that Tranche.

Repayment Instalment means each scheduled instalment for the repayment of the Loans specified in

Clause 6.1

(Generally). Replacement Benchmark means a benchmark rate which is:

formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i)

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii)

any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under Paragraph

ii)

above;

in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or

in the opinion of the Majority Lenders and the Borrower, an appropriate successor to a Screen Rate.

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Sanctionable Activity means any condition or activity which, if engaged in by a person, could result in (i) the imposition of Sanctions against a person engaged in such activity or described by such condition or (ii) the imposition of any other sanctions measures.

Sanctioned Country means any country or territory that is, or whose government is, the target of Sanctions broadly prohibiting dealings with such government, country, or territory.

Sanctioned Person means any individual or entity (a Person), whether or not having a legal personality, that is, or is directly or indirectly owned or controlled by any one or more Persons that is/are: (i) listed on any list of designated persons in application of Sanctions, (ii) the subject or target or in breach of any Sanctions, (iii) operating, located, incorporated or organized under the laws of, or resident in a Sanctioned Country or (iv) with which dealings are otherwise restricted or prohibited pursuant to any Sanctions, including by reason of any relationship of direct or indirect ownership or control, or agency with any person described in (i), (ii) or (iii).

Sanctions means any economic, financial or trade sanctions, laws, regulations, embargoes or similar measures enacted, administered, imposed and/or enforced from time to time by any Sanctions Authority and/or any judgment, order or notice from time to time published or otherwise issued in respect of the foregoing (or by any agency of, or guidance on the foregoing from time to time published or otherwise issued from any of foregoing, as amended, supplemented and/or enacted from time to time).

Sanctions Authority means any of the following (or any agency of any of the following):

the United Nations,

the European Union or any present or future member state thereof,

the United Kingdom,

the United States of America,

the French Republic,

any other relevant sanctions authority.

Screen Rate means, in relation to EURIBOR, the Euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the ECA Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

Screen Rate Replacement Event means, in relation to a Screen Rate:

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Borrower materially changed;

(i) (A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

ii)

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

iii)

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

iv)

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used or has ceased to be representative; or

the supervisor of the administrator of that relevant Screen Rate makes a public announcement or publishes information:

(A) stating that such relevant Screen Rate is no longer or, as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

(B) with awareness that any such announcement or publication will engage triggers for fallback provisions in contracts which may be activated by any such pre- cessation announcement or publication;

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrower) temporary; or

(ii)

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than twenty (20) Business Days; or

in the opinion of the Majority Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Seller shall have the meaning given to it in the preamble hereto.

Seller’s Certificate means a certificate delivered by the Seller to the ECA Agent substantially in the form set out in Schedule 4 (Seller’s Certificate).

SFIL means a French public development bank serving territories and exports, incorporated in the form of a French société anonyme having its registered office located 112-114 avenue Emile Zola, 75015 Paris, registered with the commercial and companies registry of Paris under number 428 782 585 RCS Paris.

Side Letter means the letter dated on or about the date of this Agreement between the Finance Parties and the Borrower.

Signing Date means the date of this Agreement.

Starting Point of Repayment means:

in respect of the Consolidated Utilisation Period Amount relating to Loans made available under Tranche 1, the date falling on the last day of the Utilisation Period 1 (the Starting Point of Repayment 1);

in respect of the Consolidated Utilisation Period Amount relating to Loans made available under Tranche 2, the date falling on the last day of the Utilisation Period 2 (the Starting Point of Repayment 2).

Starting Point of Repayment 1 shall have the meaning given to it in the definition of “Starting Point of Repayment”.

Starting Point of Repayment 2 shall have the meaning given to it in the definition of “Starting Point of Repayment”.

Subsidiary means, in relation to any company or corporation, a company or corporation:

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued equity share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

T2 means the real time gross settlement system operated by the Eurosystem, or any successor system.

TARGET Day means any day on which T2 is open for the settlement of payments in euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Total Contract Price shall have the meaning given to it in the preamble hereto.

Total Commitments means the commitments of the Lenders set forth in Schedule 1 (The Original Lenders) being EUR 1,921,500,000 (one billion nine hundred twenty-one million five hundred thousand Euros) at the date of this Agreement to the extent not cancelled or reduced under this Agreement.

Tranche means each of Tranche 1 and Tranche 2.

Tranche 1 means all Loans made available under the Facility during the Utilisation Period 1.

Tranche 2 means all Loans made available under the Facility during the Utilisation Period 2.

Transaction Documents means:

the Finance Documents; and

the Commercial Contract.

Transfer Agreement means an agreement substantially in the form set out in Schedule 9 (Form of Transfer Agreement) or any other form agreed between the relevant transferor and transferee.

Transfer Date means, in relation to an assignment or a transfer, the later of:

the proposed Transfer Date specified in the relevant Transfer Agreement; and

the date on which the ECA Agent executes the relevant Transfer Agreement.

Unpaid Sum means any sum due and payable but unpaid by the Borrower under the Finance Documents. US means the United States of America.

Utilisation means a utilisation of the Facility.

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made.

Utilisation Period means any of the following periods during the Availability Period:

Utilisation Period 1 starting from the Signing Date and ending on the date falling 48 months after the Signing Date (the Utilisation Period 1); and

Utilisation Period 2 starting from the day following the last day of the Utilisation Period 1 and ending on the last day of the Availability Period

(the Utilisation Period 2).

Utilisation Period 1 shall have the meaning given to it in the definition of “Utilisation Period”.

Utilisation Period 2 shall have the meaning given to it in the definition of “Utilisation Period”.

VAT means:

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

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