Tekst ugovora / prilog
SCHEDULE 1. THE ORIGINAL LENDERS
Part I – The Original Lenders, as at the Signing Date
The Original Lenders agree that, as at the Signing Date, the Total Commitments of the Lenders shall be shared amongst the following Original Lenders in accordance with the following chart:
| Name of Original Lender | Participation | Participation in each Utilisation (as at the Signing Date) |
| BRED BANQUE POPULAIRE | EUR 163,327,500 | 8.50% |
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK | EUR 345,870,000 | 18.00% |
| CREDIT INDUSTRIEL ET COMMERCIAL | EUR 345,870,000 | 18.00% |
| CREDIT LYONNAIS | EUR 163,327,500 | 8.50% |
| NATIXIS | EUR 480,375,000 | 25.00% |
| SOCIETE GENERALE | EUR 422,730,000 | 22.00% |
Part II - Contemplated transfers to SFIL after the Signing Date
It is noted by the Parties that it is the intention of the relevant Original Lenders to transfer (subject to the terms of, and the satisfaction of the relevant conditions set out in, the relevant documentation relating to such contemplated transfers and the execution of the relevant Transfer Agreements) after the Signing Date and at the latest on 30 June 2025, a portion of the commitments of the relevant Original Lenders referred to in the chart in Part I above to SFIL, resulting in the Total Commitments of the Lenders to be shared amongst the Lenders as at the date of the contemplated transfer to SFIL in accordance with the following indicative chart (without prejudice to any transfers which may be made at any time thereafter):
| Name of Lender | Contemplated participation (as at the date of the contemplated transfer to SFIL) | Contemplated participation in each Utilisation (as at the date of the contemplated transfer to SFIL) |
| BRED BANQUE POPULAIRE | EUR 8,166,375 | 0.425% |
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK | EUR 86,467,500 | 4.50% |
| CREDIT INDUSTRIEL ET COMMERCIAL | EUR 276,696,000 | 14.40% |
| CREDIT LYONNAIS | EUR 40,831,875 | 2.125% |
| NATIXIS | EUR 48,037,500 | 2.50% |
| SFIL | EUR 1,419,027,750 | 73.85% |
| SOCIETE GENERALE | EUR 42,273,000 | 2.20% |
It is acknowledged by all Parties that under no circumstances whatsoever shall SFIL be considered as an initial or original lender (i.e. a lender as at the Signing Date) or as an arranger under this Agreement or any other Finance Document.
It is also specified that further to the transfer of a portion of the commitments of the relevant Original Lenders to SFIL, SFIL intends to grant a pledge over its receivables arising under the Finance Documents in favour of CAFFIL. As a result of the creation of such pledge, all amounts which are due and payable under the receivables arising under the Finance Documents held by SFIL shall, without prejudice to the provisions of the Finance Documents relating to payments, be paid to CAFFIL, as specified in the relevant notification of pledge.
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
(a)
The ECA Agent shall have received certified copies of all authorizations 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.
(b)
The ECA Agent shall have received certified copies of all authorizations of the Buyer approving the execution of the Payment Delegation Agreement and authorising its signatory to execute for its account the Payment Delegation Agreement, including inter alia:
(i)
a copy, certified as a true, complete and up-to-date copy by or on behalf of the Borrower, of a decision of the Government of the Republic of Serbia (together with an English translation): (i) approving the Payment Delegation Agreement and (ii) authorising the Minister of Defense of the Republic of Serbia or any other person specified in such decision to execute the Payment Delegation Agreement on behalf of the Republic of Serbia, acting by and through the Ministry of Defense; and
(ii) if relevant, in case where the Payment Delegation Agreement is not signed on behalf of the Buyer by the Minister of Defense of the Republic of Serbia or by any relevant person authorised in the decision of the Government of the Republic of Serbia referred to in paragraph (i) above to execute the Payment Delegation Agreement on behalf of the Buyer, 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 Buyer to execute the Payment Delegation Agreement on behalf of the Buyer and evidence of the powers of the person making such delegation.
2. Commercial Contract
The ECA Agent has received a certified true copy by a duly authorised representative of the Seller of the extract of the Commercial Contract relating to the payment terms of the Commercial Contract together with any amendment (if any).
3. Finance Documents
All Finance Documents (excluding any Borrower’s Utilisation Confirmation Certificate) and the Side Letter have been duly signed in English language.
4. Legal opinions
The 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 and the Payment Delegation 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 and the Buyer to validly enter into the Finance Documents to which they are a party.
5. Know your customers
Confirmation by the Finance Parties to the 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 2025 ;
(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 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 6 (Form of Certificate of Authority and Incumbency of the Seller) or in any other form agreed between the ECA Agent and the Seller.
The ECA Agent shall have received an original of the certificate of authority and incumbency of an authorized representative of the Buyer substantially in the form of Schedule 7 (Form of Certificate of Authority and Incumbency of the Buyer).
The 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 8 (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 and the Second Advance Payment (as referred to in clause 7.1.1 of the Commercial Contract) have been paid pursuant to the Commercial Contract;
- all conditions to the entry into force and effect of the Commercial Contract have been satisfied and therefore, the Commercial Contract has come into full force and effect on [DD/MM/YYYY] and all conditions to the Starting Date “T0” under the Commercial Contract have been satisfied and therefore the Starting Date “T0” occurred on 18/10/2024;
- the Commercial Contract is not suspended, interrupted, cancelled, rescinded or terminated or under any administrative, judicial or arbitration proceedings,
to which are attached the following documents:
- copies of the receipts (including without limitation a credit advice issued by the account bank of the Seller or swift receipt) evidencing that the First Advance Payment and the Second Advance Payment (as referred to in clause 7.1.1 of the Commercial Contract) have been paid to the Seller.
(ii) a letter signed by a duly authorised representative of the Seller confirming that:
- the export license authorising the Seller to export the equipment under the Commercial Contract has been granted to the Seller and is, as of such date, valid, and appropriate; and
- the end-user and non-transfer certificate relating to the Commercial Contract has been validly signed and stamped by the Ministry of Defense of the Republic of Serbia in accordance with the terms of the Commercial Contract,
(iii) a certificate of a duly authorized representative of the Buyer certifying that:
- the First Advance Payment and the Second Advance Payment (as referred to in clause 7.1.1 of the Commercial Contract) have been paid pursuant to the Commercial Contract;
- all conditions to the entry into force and effect of the Commercial Contract have been satisfied and therefore, the Commercial Contract has come into full force and effect on [DD/MM/YYYY] and all conditions to the Starting Date “T0” under the Commercial Contract have been satisfied and therefore the Starting Date “T0” occurred on 18/10/2024;
- the Commercial Contract is not suspended, interrupted, cancelled, rescinded or terminated or under any administrative, judicial or arbitration proceedings;
- the import license authorising the Buyer to import the contractual items under the Commercial Contract has been granted to the Buyer;
- 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 (as referred to in the Commercial Contract);
- the Commercial Contract constitutes the legal, valid, binding and enforceable obligations of the Buyer, complies with the laws and regulations of the Republic of Serbia and is in full force and effect;
- the Buyer 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;
- the Buyer 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 the Buyer 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 the Buyer 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;
- the Buyer has obtained all foreign exchange control approvals or such other Authorisations as are required to assure the availability of euro to enable the Buyer 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 the Buyer 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 Buyer 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 ECA Agent has received a copy of the ECA Insurance Policy signed by the ECA and the Original Lenders.
5. Legal opinions
The 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 and of the Buyer under the Finance Documents to which the Borrower and the Buyer is a party from a Serbian law perspective and (b) the capacity and authorisations of the Borrower and the Buyer to validly enter into the Finance Documents to which they are 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 and of the Buyer under Finance Documents to which the Borrower and the Buyer is a party from a Serbian law perspective and confirming that all authorisations from a Serbian law perspective for the Borrower and the Buyer to exercise their rights and perform their obligations under the Finance Documents have been duly obtained.
6. Transfers (including transfers to SFIL)
(i)
The ECA Agent has received confirmation that the transfer documentation purporting to transfer to SFIL a portion of the commitment referred to in Part I of Schedule 1 of each Original Lender has been executed (including the Transfer Agreement having been executed by the Existing lender, the New Lender and the ECA Agent) and is in full force and effect.
(ii) The ECA Agent has received evidence that all transfers to SFIL referred to in paragraph (i) above have been reported to the Central Bank and, if relevant, that the Borrower has signed and provided any and all documents and consents that may be required under Serbian law for such transfers to be valid, enforceable and effective in the Republic of Serbia.
7. Fees, costs and expenses
Evidence satisfactory to the ECA Agent that all fees, costs and expenses due to the Finance Parties have been paid to the ECA Agent by the Borrower.
SCHEDULE 3. TERMS OF PAYMENT AND LIST OF DOCUMENTS TO BE
SUPPLIED TO THE ECA AGENT
All the capitalized terms not defined in this Schedule and not otherwise defined in the Agreement shall have the meaning given to such terms in the Commercial Contract.
The term “certified copy”, when used in this Schedule shall mean a copy of document certified by an authorized representative of the Seller as a true and complete copy of the original document.
Upon receipt by the ECA Agent from the Seller of the documents as mentioned below, the Loans under the Facility will only be made available by the Lenders on the relevant Utilisation Date subject to the terms of the Agreement and as described below for payment of the following items up to the following maximum amounts (not to exceed in aggregate 70% of the Total Contract Price):
I. In respect of the First Progress Payment
In respect of the amount set forth in the Seller’s Certificate corresponding to the payment of the First Progress Payment corresponding to 25% of the Total Contract Price (being EUR 686,250,000 (six hundred eighty six million two hundred fifty thousand Euros)) referred to in clause 7.1.2.1 of the Commercial Contract due to the Seller under the Commercial Contract and which shall be paid by 30 January 2026 within thirty (30) days of the receipt by the Buyer of the documents specified in clause 7.4.4 of the Commercial Contract, the amount of the Available Commitment to finance a portion of such invoiced amount shall be payable to the Seller by disbursement under the Facility upon receipt by the ECA Agent from the Seller of the following documents:
(i)
one (1) certified copy of the Seller’s corresponding invoice;
(ii) one (1) certified copy of the Milestone Achievement Certificate issued as per Annex E12 of the Commercial Contract, signed by the Buyer and the Seller in respect to Milestone no.1; and
(iii) a copy of the Payment Delegation Agreement;
II. In respect of the Second Progress Payment
In respect of the amount set forth in the Seller’s Certificate corresponding to the payment of the Second Progress Payment corresponding to 25% of the Total Contract Price (being EUR 686,250,000 (six hundred eighty six million two hundred fifty thousand Euros)) referred to in clause 7.1.2.2 of the Commercial Contract due to the Seller under the Commercial Contract and which shall be paid by 29 January 2027 within thirty (30) days of the receipt by the Buyer of the documents specified in clause 7.4.4 of the Commercial Contract, the amount of the Available Commitment to finance a portion of such invoiced amount shall be payable to the Seller by disbursement under the Facility upon receipt by the ECA Agent from the Seller of the following documents:
(i)
one (1) certified copy of the Seller’s corresponding invoice;
(ii) one (1) certified copy of the Milestone Achievement Certificate issued as per Annex E12 of the Commercial Contract, signed by the Buyer and the Seller in respect to Milestone no.2; and
(iii) a copy of the Payment Delegation Agreement;
III. In respect of the Balance Payments
The Balance Payments corresponding to 20% of the price of each Contractual Item shall be due by the Buyer to the Seller under the Commercial Contract, in an aggregate amount of EUR 549,000,000 (five hundred forty-nine million Euros) and shall be payable to the Seller as follows:
1. In respect of the Balance Payment of each accepted Rafale
Aircraft referred to in clause 7.1.3 of the Commercial Contract
In respect of the amount set forth in any Seller’s Certificate corresponding to the payment of the balance of 20% of the price of each accepted Rafale Aircraft referred to in clause 7.1.3 of the Commercial Contract, due to the Seller under the Commercial Contract upon corresponding acceptance of the relevant Rafale Aircraft, within thirty (30) days of the receipt by the Buyer of the documents specified in clause 7.4.5 (a) of the Commercial Contract, the amount of the Available Facility to finance such invoiced amount shall be payable to the Seller by disbursement under the Facility upon receipt by the ECA Agent from the Seller of the following documents:
(i)
one (1) certified copy of the Aircraft Certificate of Acceptance signed by the Buyer and the Seller or one (1) certified copy of the corresponding Aircraft Certificate of Acceptance signed only by the Seller, together with one (1) certified copy of a declaration of the Seller stating that the Buyer’s representative has not attended the acceptance procedure without informing the Seller of justified reasons or that the Buyer’s representative has not signed the Aircraft Certificate of Acceptance within seven days of its presentation and has not notified an Aircraft Buyer Rejection as per Clause 9.1.3 (a) of the Commercial Contract or in case of an Aircraft Buyer Rejection, within seven (7) days of its presentation after correction of the Aircraft Discrepancy as per Clause 9.1.3 (a) of the Commercial Contract; and
(ii) one (1) certified copy of the Seller’s corresponding invoice, for one hundred percent (100%) of the price of each Rafale Aircraft, reduced by the first and second Advance Payments and Progress Payments prorated to such Rafale Aircraft price. The relevant invoice shall mention the date and number of the relevant Aircraft Certificate of Acceptance.
2. In respect of the Balance Payment of each accepted Supply
referred to in clause 7.1.3 of the Commercial Contract
In respect of the amount set forth in any Seller’s Certificate corresponding to the payment of the balance of 20% of the price of each accepted Supply referred to in clause 7.1.3 of the Commercial Contract, due to the Seller under the Commercial Contract upon corresponding acceptance of the relevant Supply, within thirty (30) days of the receipt by the Buyer of the documents specified in clause 7.4.5 (b) of the Commercial Contract, the amount of the Available Facility to finance such invoiced amount shall be payable to the Seller by disbursement under the Facility upon receipt by the ECA Agent from the Seller of the following documents:
(i)
one (1) certified copy of the Inspection Release Note (IRN) signed by the Seller;
(ii) one (1) certified copy of the Dispatch Note signed by the Buyer and the Seller or one (1) certified copy of the corresponding Dispatch Note signed only by the Seller, together with one (1) certified copy of a declaration of the Seller stating that the Buyer’s representative has not attended the acceptance procedure or that the Buyer’s representative has not signed the Dispatch Note within seven days of its presentation as per Clause 9.2.2 of the Commercial Contract or in case of a Supply Buyer Rejection, within seven (7) days of its presentation after correction of the Supply Discrepancy as per Clause 9.2.4 (a) of the Commercial Contract; and
(iii) one (1) certified copy of the Seller’s corresponding invoice, for one hundred percent (100%) of the price of each Supply, reduced by the first and second Advance Payments and Progress Payments prorated to such Supply price. The relevant invoice shall mention the date and number of the relevant Dispatch Note.
3. In respect of the Balance Payment of each completed Service
referred to in clause 7.1.3 of the Commercial Contract
In respect of the amount set forth in any Seller’s Certificate corresponding to the payment of the balance of 20% of the price of each completed Service referred to in clause 7.1.3 of the Commercial Contract, due to the Seller under the Commercial Contract upon corresponding completion of the relevant Service, within thirty (30) days of the receipt by the Buyer of the documents specified in clause 7.4.5 (c) of the Commercial Contract, the amount of the Available Facility to finance such invoiced amount shall be payable to the Seller by disbursement under the Facility upon receipt by the ECA Agent from the Seller of the following documents:
(i)
one (1) certified copy of the Certificate of Completion of Services signed by the Buyer and the Seller or one (1) certified copy of the corresponding Certificate of Completion of Services signed only by the Seller, together with one (1) certified copy of a declaration of the Seller stating that the Buyer’s representative has not signed the Certificate of Completion of Services within seven days of its presentation and has not notified, within such period, a written claim stating the non-conformity of the Service(s) to the Commercial Contract; and
(ii) one (1) certified copy of the Seller’s corresponding invoice, for one hundred percent (100%) of the price of each Service, reduced by the first and second Advance Payments and Progress Payments prorated to such Service price. The relevant invoice shall mention the date and number of the relevant Certificate of Completion of Services for each Service.
SCHEDULE 4. SELLER’S CERTIFICATE
To: NATIXIS
From: DASSAULT AVIATION
Date: []
COMMERCIAL CONTRACT dated 29 August 2024 (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 Defense and Dassault
Aviation (the Seller) (the Commercial Contract)
Facility Agreement dated [●] 2025 (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
Natixis acting as 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 Agreement.
2. We hereby request the payment of an amount equal to EUR [●], corresponding to the invoices [●] relating to the following payment term under the Commercial Contract: [●]1, to be paid by Utilisation under the Facility and which should be credited to [the Seller’s bank account specified in the Certificate of Authority and Incumbency of the Seller received by the ECA Agent under the Facility Agreement]2:
3. We confirm that we have received in full the First Advance Payment and the Second Advance Payment (as referred to in clause 7.1.1 of the Commercial Contract).
4. [We confirm that we are set to deliver equipment and have rendered services relating to the invoice(s) attached to this Seller’s Certificate in compliance with the Commercial Contract.]3
5. We confirm that the equipment and services relating to the invoice(s) attached
1 To be completed as appropriate: FIRST PROGRESS PAYMENT / SECOND PROGRESS PAYMENT / BALANCE PAYMENT UPON RAFALE AIRCRAFT ACCEPTANCE / BALANCE PAYMENT UPON SUPPLY ACCEPTANCE / BALANCE PAYMENT UPON COMPLETION OF SERVICES.
2 If another bank account of the Seller shall be credited, then the Seller shall specify herein the relevant bank account of the Seller which shall be credited.
3 Not applicable in respect of invoices relating to the First Progress Payment or the Second Progress Payment. to this Seller’s Certificate comply with the representations made by the Seller to the ECA.
6. We warrant that the amount to be financed under the Facility Agreement referred to in paragraph 2 above has not been the subject of a previous Seller’s Certificate.
7. We confirm that the representations and warranties made by us in Paragraph
(b)
of clause 8 (Representations and warranties) of the Payment Delegation Agreement are true and correct in all respects as at the date hereof.
8. 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 those payment terms are concerned, has not been materially amended or materially modified since [latest amendment agreement provided to the ECA Agent to be referred to] [a copy of which is attached]4, whether in whole or in part, is not under any administrative, judicial or arbitration proceedings and is not under any material litigation between the Seller and the Buyer and (ii) the Seller has obtained the relevant permits, licenses, or authorisations which are required as of the date hereof in accordance with the terms of the Commercial Contract for the execution and performance of the Commercial Contract including, inter alia, the export license issued by the Seller’s authorities authorising the Seller to export the equipment under the Commercial Contract relating to the invoices submitted herewith and that such export license is valid and appropriate.
9. The following documents are attached:
(a)
one certified copy of the invoice(s),
(b)
[●].
10. This Seller’s Certificate is irrevocable.
Yours truly,
DASSAULT AVIATION By:
4 [If an amendment has been signed, the Seller shall deliver a copy of the amendment to the ECA Agent].
SCHEDULE 5. FORM OF BORROWER’S UTILISATION CONFIRMATION
CERTIFICATE
To: NATIXIS
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 [●] 2025 (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 Natixis acting as ECA Agent (the Agreement)
Borrower’s Utilisation Confirmation Certificate
1. Reference is made to the Agreement. This is a Borrower’s Utilisation Confirmation Certificate. Capitalised terms used in this Borrower’s Utilisation Confirmation Certificate but not defined have the meaning given to them in the Agreement.
2. We hereby confirm that:
(a)
we have received a pdf copy of the Seller’s Certificate dated [●] whereby the Seller requests the payment of an amount equal to EUR [●], corresponding to the invoices [●];
(b)
the amount referred to in Seller’s Certificate referred to above shall be paid to the Seller by Utilisation under the Facility and in accordance with such Seller’s Certificate and the Agreement;
(c)
each condition specified in paragraphs (f) and (g) of Clause 4.3 (Further conditions precedent (including the first Utilisation)) of the Agreement is satisfied on the date of this Borrower’s Utilisation Confirmation Certificate;
(d)
this Borrower’s Utilisation Confirmation Certificate 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 6. FORM OF CERTIFICATE OF AUTHORITY AND
INCUMBENCY OF THE SELLER
To: NATIXIS
From: DASSAULT AVIATION
Date: []
Facility Agreement dated [●] 2025 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 Natixis acting as ECA
Agent (the Agreement)
Certificate of Authority and Incumbency
1. Reference is made to a commercial contract number DGI/DEM/5448/22 dated 29 August 2024 (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 Defense (the Buyer) and Dassault Aviation, whose registered office is at 9 rond-point des Champs-Elysées- Marcel Dassault, 75008 Paris, France, registered with the commercial and companies registry of Paris under number 712 042 456 RCS Paris (the Seller) for the supply of twelve RAFALE fighters and its associated products and services (the Commercial Contract).
2. Reference is made to the Agreement and to the Payment Delegation 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 pursuant to the Payment Delegation Agreement; and
(b)
to take any action required or permitted to be taken, done, signed or executed under the Agreement and under the Payment Delegation 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.
6. I, the undersigned [●], acting in capacity as [●], duly authorised for the purposes hereof, hereby confirm that any amount to be paid to the Seller by Utilisation under the Facility shall be credited to the following account opened in the name of the Seller:
(a)
Bank Name: [●];
(b)
Account Name: [●];
(c)
Account Number: [●];
(d)
SWIFT/Sort Code: [●];
(e)
Ref.: [●].
Yours truly,
By:
DASSAULT AVIATION
SCHEDULE 7. FORM OF CERTIFICATE OF AUTHORITY AND
INCUMBENCY OF THE BUYER
To: NATIXIS
From: THE REPUBLIC OF SERBIA, represented by the Government of the
Republic of Serbia acting by and through the Ministry of Defense
Date: []
Facility Agreement dated [●] 2025 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 Natixis acting as ECA
Agent (the Agreement)
Certificate of Authority and Incumbency
1. Reference is made to a commercial contract number DGI/DEM/5448/22 dated 29 August 2024 (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 Defense (the Buyer) and Dassault Aviation, whose registered office is at 9 rond-point des Champs-Elysées- Marcel Dassault, 75008 Paris, France, registered with the commercial and companies registry of Paris under number 712 042 456 RCS Paris (the Seller) for the supply of twelve RAFALE fighters and its associated products and services (the Commercial Contract).
2. Reference is made to the Agreement and to the Payment Delegation 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, and will continue to be, authorized to sign on behalf of the Buyer all documents and certificates to be delivered pursuant to the Commercial Contract and the Payment Delegation Agreement:
| Title | Name | Specimen |
You may assume that any such person continues to be so authorized until you receive authorized written notice from the Buyer that they, or any of them, are no longer so authorized.
Yours truly,
By:
THE REPUBLIC OF SERBIA, represented by the Government of the Republic of
Serbia acting by and through the Ministry of Defense, acting as Buyer
SCHEDULE 8. FORM OF CERTIFICATE OF AUTHORITY AND
INCUMBENCY OF THE BORROWER
To: NATIXIS
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 [●] 2025 (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
Natixis acting as ECA Agent (the Agreement)
Certificate of Authority and Incumbency
1. Reference is made to the Agreement and to the Payment Delegation Agreement. Capitalised terms used in this Certificate of Authority and Incumbency but not defined herein have the meaning given to them in the Agreement.
2. 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, and will continue to be, authorized:
(a)
to sign on behalf of the Borrower all documents to be delivered pursuant to the Agreement (including inter alia any Borrower’s Utilisation Confirmation Certificate) and the Payment Delegation Agreement; and
(b)
to take any action required or permitted to be taken, done, signed or executed under the Agreement and the Payment Delegation Agreement.
| Title | Name | Specimen |
You may assume that any such person continues to be so authorized until you receive authorized written notice from the Borrower that they, or any of them, are no longer so authorized. Yours truly,
By:
THE REPUBLIC OF SERBIA, represented by the Government of the Republic of
Serbia acting by and through the Ministry of Finance, acting as Borrower
SCHEDULE 9. FORM OF TRANSFER AGREEMENT
This Transfer Agreement is made on [●] (the Transfer Agreement)
BETWEEN:
1. [●] (the “Existing Lender”); and
2. [●] (the “New Lender”)
WHEREAS:
(A) The Existing Lender has entered into a facility agreement dated [●] 2025, 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 BRED Banque Populaire, Crédit Agricole Corporate and Investment Bank, Crédit Industriel et Commercial, Credit Lyonnais, Natixis and Société Générale acting as Mandated Lead Arrangers, Natixis acting as Global Coordinator, Structuring and Documentation Bank, Natixis acting as ECA Agent and the Original Lenders listed in Part I of Schedule 1 (the Original Lenders) thereto (the Facility Agreement).
(B) The Existing Lender wishes to transfer and the New Lender wishes to acquire [all] [the part specified in the Schedule to this Transfer Agreement] of the Existing Lender’s participation in the Total Commitments and rights [and obligations] referred to in the Schedule to this Transfer Agreement.
(C) Terms defined in the Facility Agreement have the same meaning when used in this Transfer Agreement.
IT IS AGREED AS FOLLOWS:
1. [The Existing Lender and the New Lender agree to the transfer (cession) of]/[The Existing Lender confirms that, by a separate agreement, it will transfer (céder) on the Transfer Date to the New Lender]5 [all]/[the part specified in the Schedule to this Transfer Agreement] of the Existing Lender's participation in the Total Commitments, rights [and obligations] referred to in the Schedule to this Transfer Agreement in accordance with Clause 24.5 (Procedure for transfer) of the Facility Agreement.
2. The proposed Transfer Date is [●].
5 Use this option if the transfer is made by way of a separate agreement (e.g. pursuant to articles L. 214-169 or L. 313-23 et seq. of the French Code monétaire et financier or pursuant to articles 2011 et seq. of the French Code civil).
3. The Facility Office and address, e-mail address and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) of the Facility Agreement are set out in the Schedule to this Transfer Agreement.
4. [Unless expressly agreed to the contrary in case of a transfer to SFIL,]6 the New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 24.4 (Limitation of responsibility of Existing Lenders).
5. The New Lender confirms to the other Finance Parties represented by the ECA Agent that it has become entitled to the same rights and that it will assume the same obligations to those Parties as it would have been under if it was an Original Lender.
6. This Transfer Agreement acts as notice to the ECA Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 24.6 (Copy of Transfer Agreement to Borrower), to the Borrower, of the transfer referred to in this Transfer Agreement.
The ECA Agent will ensure that a copy of this Transfer Agreement is delivered
| registered letter with acknowledgment of receipt and, to | |
| the extent required under Serbian law applicable at the time, countersigned | |
| by the Borrower |
to the Borrower by
.
7. This Transfer Agreement is governed by French law.
8. This Transfer Agreement has been entered into on the date stated at the beginning of this Transfer Agreement.
6 [In case of transfer to SFIL only]
THE SCHEDULE
Participation in the Total Commitments/rights [and obligations] to be
transferred
[insert relevant details]7
[Facility office address, e-mail address and attention details for notices and account details for payments]
[Existing Lender] [New Lender]
By: By:
This Transfer Agreement is accepted by the ECA Agent and the Transfer Date is confirmed as [●].
[ECA Agent]
By:
7 [For purpose of Central Bank reporting, the transfer document needs to specify exact transfer amounts (including split principal/interest and currency of such amount). It should also include relevant details of transferor and transferee (full name, seat, ID no). To the extent any New Lender is first time lending into the Republic of Serbia, such lender should provide its commercial registry extracts (or similar / corresponding documents).]
SCHEDULE 10. FORM OF CONFIDENTIALITY UNDERTAKING
[Letterhead of Potential New Lender]
[Letterhead of Potential New Lender]
To: [insert name of Existing Lender]
Re: The Facility Agreement dated [●] 2025 and entered into with the Republic of Serbia, represented by the Government of the Republic of Serbia acting by and through the Ministry of Finance, as Borrower (the
Agreement)
Date:
Amount:
ECA Agent:
Dear Sirs
We are considering acquiring an interest in the Agreement which, subject to the Agreement, may be by way of transfer, the entering into, whether directly or indirectly, of a sub-participation or any other transaction under which payments are to be made or may be made by reference to one or more Finance Documents and/or the Borrower or by way of investing in or otherwise financing, directly or indirectly, any such transfer, sub-participation or other transaction (the Acquisition). In consideration of you agreeing to make available to us certain information, by our signature of this letter we agree as follows (acknowledged and agreed by you by your signature of a copy of this letter):
1. CONFIDENTIALITY UNDERTAKING
We undertake (a) to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2 below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information and
(b)
until the Acquisition is completed to use the Confidential Information only for the Permitted Purpose.
2. PERMITTED DISCLOSURE
You agree that we may disclose:
2.1 to any of our Affiliates and any of our or their officers, directors, employees, professional advisers and auditors such Confidential Information as we shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph 2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
2.2 subject to the requirements of the Agreement, to any person:
(a)
to (or through) whom we assign or transfer (or may potentially assign or transfer) all or any of our rights and/or obligations which we may acquire under the Agreement such Confidential Information as we shall consider appropriate if the person to whom the Confidential Information is to be given pursuant to this sub-paragraph (a) of paragraph 2.2 has delivered a letter to us in equivalent form to this letter;
(b)
with (or through) whom we enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to the Agreement or the Borrower such Confidential Information as we shall consider appropriate if the person to whom the Confidential Information is to be given pursuant to this sub-paragraph (b) of paragraph 2.2 has delivered a letter to us in equivalent form to this letter;
(c)
to whom information is required or requested to be disclosed by any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation such Confidential Information as we shall consider appropriate; and
2.3 notwithstanding paragraphs 2.1 and 2.2. above, Confidential Information to such persons to whom, and on the same terms as, a Finance Party is permitted to disclose Confidential Information under the Agreement, as if such permissions were set out in full in this letter and as if references in those permissions to Finance Party were references to us.
3. NOTIFICATION OF DISCLOSURE
We agree (to the extent permitted by law and regulation) to inform you:
3.1 of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (c) of paragraph 2.2 above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
3.2 upon becoming aware that Confidential Information has been disclosed in breach of this letter.
4. RETURN OF COPIES
If we do not enter into the Acquisition and you so request in writing, we shall return all Confidential Information supplied by you to us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by us and use our reasonable endeavours to ensure that anyone to whom we have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that we or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under sub-paragraph (c) of paragraph 2.2 above.
5. CONTINUING OBLIGATIONS
The obligations in this letter are continuing and, in particular, shall survive and remain binding on us until (a) if we become a party to the Agreement, the date on which we acquire such an interest; (b) if we enter into the Acquisition other than by way of becoming a party to the Agreement, the date falling twelve months after termination of that Acquisition; or (c) in any other case twelve months after our final receipt (in whatever manner) of any Confidential Information.
6. NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC.
We acknowledge and agree that:
6.1 neither you, nor any of your or their respective officers, employees or advisers (each a Relevant Person) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by you or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by you or be otherwise liable to us or any other person in respect of the Confidential Information or any such information; and 6.2 you may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by us.
7. ENTIRE AGREEMENT: NO WAIVER; AMENDMENTS, ETC.
7.1 This letter constitutes the entire agreement between us in relation to our obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
7.2 No failure or delay in exercising any right or remedy under this letter will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy under this letter.
7.3 The terms of this letter and our obligations under this letter may only be amended or modified by written agreement between us.
8. INSIDE INFORMATION
We acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and we undertake not to use any Confidential Information for any unlawful purpose.
9. NATURE OF UNDERTAKINGS
The undertakings given by us under this letter are given to you and are also given for the benefit of the Borrower.
10. GOVERNING LAW AND JURISDICTION
10.1 This letter (including the agreement constituted by your acknowledgement of its terms) (the Letter) and any non-contractual obligations arising out of or in connection with it (including any non- contractual obligations arising out of the negotiation of the transaction contemplated by this Letter) are governed by French law.
10.2 The Paris Commercial Court has exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Letter or the negotiation of the transaction contemplated by this Letter).
11. DEFINITIONS
In this letter (including the acknowledgement set out below) terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and:
Confidential Information means all information relating to the Borrower, the Transaction Documents, [the/a] Facility, the Project and/or the Acquisition which is provided to us in relation to the Finance Documents or [the/a] Facility by you or any of your affiliates or advisers, in whatever form, and includes information given orally and 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 us of this letter; or
(b)
is identified in writing at the time of delivery as non-confidential by you or your advisers; or
(c)
is known by us before the date the information is disclosed to us by you or any of your affiliates or advisers or is lawfully obtained by us after that date, and which, in either case, as far as we are aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
Permitted Purpose means considering and evaluating whether to enter into the Acquisition.
Please acknowledge your agreement to the above by signing and returning the enclosed copy.
Yours faithfully
................................. For and on behalf of [Potential New Lender]
We acknowledge and agree to the above:
................................... For and on behalf of [Existing Lender]
SCHEDULE 11. CONTACT DETAILS
FOR THE BORROWER
THE REPUBLIC OF SERBIA, REPRESENTED BY THE GOVERNMENT OF THE
REPUBLIC OF SERBIA ACTING BY AND THROUGH THE MINISTRY OF
FINANCE
Address Kneza Milosa 20 11000 Belgrade Republic of Serbia
Tel: + 381 11 765 2012/ +381 11 765 2742 E-mail: kabinet@mfin.gov.rs / uprava@javnidug.gov.rs
FOR THE ECA AGENT AND THE LENDERS
The ECA Agent (for itself and for the account of the Lenders)
For all matters (save administration/operations matters)
NATIXIS
Address: 7 promenade Germaine Sablon 75013 Paris France Name of Officer: Thi Xuân Viên LE / Morgan ROY Department: Export & Infrastructure Agency Phone: +33 1 58 19 47 00 / +33 1 58 32 72 88 E-mail: thixuanvien.le@natixis.com / morgan.roy@natixis.com
For administration/operations matters only
NATIXIS
Address: 5 Avenue de le Liberté 94220 Charenton-Le-Pont France Name of Officer: Patricia ADDELISSE Department: Head of Loan Admin 1 Back Office Phone: + 33 1 58 32 62 03 / + 33 1 58 32 63 10 E-mail: bal-psf-bo-aei-ref@natixis.com / patricia.addelisse@natixis.com