Prilozi
Schedule 1
THE ORIGINAL PARTIES
THE ORIGINAL LENDER
| Name of Original Lender | Commitment (EUR) |
| J.P. MORGAN SE | 130,000,000 |
| ING BANK N.V. | 65,000,000 |
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK | 65,000,000 |
Schedule 2
CONDITIONS PRECEDENT TO INITIAL UTILISATION
1. Borrower Authorisations
(a)
Copies of all relevant laws, regulations and/or Authorisations relating to the
power and authority of the Borrower, the Ministry of Finance, the Minister of
Finance and/or the Acting Minister of Finance (as applicable) and the
performance of the Borrower's obligations under the Finance Documents,
including but not limited to:
(i)
the constitution of the Republic of Serbia; and
(ii) Public Debt Act (Zakon o javnom dugu, Official Gazette of the
Republic of Serbia nos. 61/2005, 107/2009, 78/2011, 68/2015,
95/2018, 91/2019 and 149/2020), the Budget System Act (Zakon o
budžetskom sistemu, Official Gazette of the Republic of Serbia nos.
54/2009, 73/2010, 101/2010, 101/2011, 93/2012, 62/2013, 63/2013,
108/2013, 142/2014, 68/2015, 103/2015, 99/2016, 113/2017,
5/2018, 31/2019, 72/2019, 149/2020 and 94/2024) and the Morava
Corridor Law.
(b)
A certified copy of a decision of the Government of the Republic of Serbia:
(i)
approving the borrowing by the Borrower under this Agreement and the
Finance Documents; (ii) authorizing the Minister of Finance of the Republic
of Serbia to execute the Finance Documents on behalf of the Republic of
Serbia.
(c)
An evidence of the enactment by the National Assembly of the Republic of
Serbia of the law approving this Agreement (together with evidence of such
law being promulgated by the President of the Republic of Serbia and
published in the Official Gazette of the Republic of Serbia).
(d)
A certified copy of KZ forms (in Serbian: "KZ obrasci") evidencing that this
Agreement has been duly reported to the NBS.
(e)
A certificate of an authorised signatory of the Borrower:
(i)
certifying that each copy document relating to it specified in this
Schedule is correct, complete and in full force and effect as at a date
no earlier than the date of this Agreement; and
(ii) 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.
(f)
A specimen signature of each person authorised in the manner described in
paragraph (b) above.
2. Buyer Authorisations
(a)
A certified copy of the constitutional documents of the Buyer.
(b)
A certified copy of a resolution of the shareholders' assembly of the Buyer
(together with the proposal of the Director):
(i)
approving the terms of, and the transactions contemplated by the
Export Contract; and
(ii) authorising a specified person or persons to execute the Export
Contract.
(c)
A specimen of the signature for each person authorized in the manner
described above.
(d)
A certificate of an authorised signatory of the Buyer certifying that each
copy document relating to it specified in this Schedule is correct, complete
and in full force and effect as at a date no earlier than the date of this
Agreement.
3. Finance Documents
(a)
An original of each Finance Document duly entered into by the parties to it.
(b)
Evidence that each such Finance Document has been duly authorised,
executed and delivered by each party thereto and in full force and effect,
with, if applicable, evidence that any stamp duties have been duly paid in
relation to each such Finance Document and that such Finance Document
has been registered with the appropriate authorities in the Republic of
Serbia.
(c)
A certified Serbian translation of this Agreement.
4. Export Contract and Exporter Related Authorisations
(a)
A copy of the Export Contract and any amendment to it, each duly executed
by the parties and certified to be true, accurate and complete by the Buyer
and the Exporter.
(b)
In respect of the Buyer:
(i)
evidence that the signatory who signed the Export Contract on
behalf of the Buyer was duly authorised to sign it; and
(ii) evidence that the Buyer has obtained all Authorisations in the
Republic of Serbia necessary for the purchase and import of the
goods and services to be supplied under the Export Contract and
that such Authorisations remain in full force and effect.
(c)
In respect of the Exporter:
(i)
evidence that each signatory who signed the Export Contract on
behalf of the Exporter and its Affiliates which are signatories thereto
was duly authorised to sign it;
(ii) the name of a specified person or persons who are duly authorised
on its behalf to sign and/or despatch documents related to this
Agreement including any appendix to a Utilisation Request together
with evidence of their authority;
(iii) a specimen signature of each person authorised in the manner
described in paragraph (ii) above; and
(iv) evidence that each signatory who signed the exporter agreement
entered into between the Exporter and UK Export Finance was duly
authorised to sign it.
(d)
The Exporter shall have provided to the Agent:
(i)
evidence that the Performance Security (as defined in the Export
Contract) referred to in clause 4.2 of the Particular Conditions of
Contract of the Export Contract has been duly executed in
accordance with the terms of the Export Contract;
(ii) written confirmation that all Authorisations (if any), including export
licences (if required), in respect of the goods and/or services to be
supplied in accordance with the Export Contract have been obtained
and remain in full force and effect; and
(iii) a copy of any relevant export licences.
5. Legal opinions
(a)
A legal opinion of Ashurst LLP, legal advisers to the Finance Parties in
England, in the form and substance acceptable to UK Export Finance and
the Agent and distributed to, and capable of being relied on by, the Original
Lender and UK Export Finance prior to signing this Agreement.
(b)
A legal opinion of BDK Advokati, legal advisers to the Finance Parties in the
Republic of Serbia, in the form and substance acceptable to UK Export Finance and the Agent and distributed to, and capable of being relied on by,
the Original Lender and UK Export Finance prior to signing this Agreement.
(c)
A legal opinion from the Ministry of Justice of the Republic of Serbia.
(d)
Any other legal opinion requested by any Finance Party.
6. UK Export Finance documents
(a)
A copy of the UKEF Guarantee duly executed by the parties to it.
(b)
Receipt by UK Export Finance, in a form satisfactory to it, of:
(i)
letters of undertaking duly executed by each Finance Party; and
(ii) the exporter agreement entered into between the Exporter and its
Affiliates which are signatories thereto and UK Export Finance.
7. Other documents and evidence
(a)
Evidence that any process agent referred to in (Service of
process) has accepted its appointment.
(b)
A copy of any other Authorisation or other document, opinion or assurance
which the Agent considers to be necessary or desirable (if it has notified the
Borrower accordingly) in connection with the entry into and performance of
the transactions contemplated by the Finance Documents or for the validity
and enforceability of any Finance Document.
(c)
Evidence that the fees, costs and expenses due from the Borrower
been paid or will be paid on or before the first Utilisation Date.
(d)
Evidence that each Original Lender's "know your customer" and client
adoption requirements have been completed.
(e)
Any actions or documents requested by UK Export Finance to complete the
Construction Phase E&S Management Plan have been undertaken or
delivered (as applicable).
(f)
Evidence that any actions required to be undertaken before the first
Utilisation Date pursuant to the Environmental and Social Action Plan
and/or the Construction Phase E&S Management Plan have been duly
undertaken.
(g)
A certified copy of the duly executed revised IESC Contract(s) in form and
substance acceptable to UK Export Finance together with confirmation from the IESC(s) entitling UK Export Finance to rely on its (or, if applicable, their)
reports and plans.
(h)
A copy of the Side Letter duly executed by the parties to it.
Schedule 3
UTILISATION REQUESTS
PART A
FORM OF REIMBURSEMENT REQUEST
From: [Borrower]
To: [Agent]
Dated: [●]
Reimbursement Request No. [●]
1. We refer to:
(a)
the contract for [short description of export] dated [●] and made between
[Exporter] (the "Exporter") and [Buyer] (the "Buyer"), as amended from
time to time (the "Export Contract"); and
(b)
the facility agreement dated [●] made between, inter alia, [Borrower] (the
"Borrower"), the financial institutions listed therein as original lenders and
[Agent] (the "Agent") as amended from time to time (the "Facility
Agreement").
2. This is a "Reimbursement Request" as defined in the Facility Agreement.
3. Terms defined in the Facility Agreement have the same meaning in this
Reimbursement Request unless given a different meaning in this
Reimbursement Request. 4. We would like to borrow by way of Loan the amount set out below on the
date set out below:
Proposed Utilisation Date: [●] (or, if that is not a Business Day, the next
Business Day)
Amount: [●] [in the Facility Currency]
5. This Reimbursement Request is irrevocable.
6. We confirm that each condition specified in (Further conditions
precedent) of the Facility Agreement is satisfied on the date of this
Reimbursement Request. 7. We enclose an acknowledgement, in the form attached in the appendix to
this Reimbursement Request, from the Exporter ("Exporter's Receipt") in respect of the payment for the goods and/or services described in
paragraph 9 below supplied to the Buyer by the Exporter under the Export
Contract.
8. We represent and warrant that:
(a)
the Borrower or the Buyer has made the payment(s) set out in paragraph 9
below for goods and/or services supplied to the Buyer under the Export
Contract;
(b)
the amount requested under paragraph 4 above does not, when added to
any Loans made under the Facility Agreement, exceed the Available
Facility;
(c)
the amount requested under paragraph 4 above does not include any
amount which has already been requested in any other Reimbursement
Request or which has been the subject of a Payment Request;
(d)
the Export Contract is in full force and effect and has not been suspended,
terminated, cancelled or repudiated (in each case, in whole or in part); and
(e)
the copies of the documents attached to this Reimbursement Request are
true copies of the original documents.
9. Payments:
| Date of Invoice | Invoice Number | Goods/Services | Payment Due |
| [●] | [●] | [●] | [●] |
| [●] | [●] | [●] | [●] |
10. The payment of the amount requested under paragraph 4 above should be
made into the following bank account: [account].
11. We attach copies of the Exporter's invoice(s) to the Buyer in respect of the
payments set out in paragraph 9 above.
12. We undertake to provide any other documentation reasonably requested by
the Agent from time to time in connection with this Reimbursement
Request.
Yours faithfully
[For and on behalf of [Borrower]
Signature:* …………………………………
Name: …………………………………
Position: …………………………………
Date: …………………………………
*Signature of Borrower's Signatory
Appendix to Reimbursement Request
Form of Exporter Receipt
From: [Exporter]
To: [Agent]
Dated: [●]
Exporter's Receipt No. [●]
Dear Addressee,
1. We refer to:
(a)
the contract for [short description of export] dated [●] and made between
[Exporter] (the "Exporter") and [Buyer] (the "Buyer"), as amended from
time to time (the "Export Contract"); and
(b)
the facility agreement dated [●] and made between, inter alia, [Borrower]
(the "Borrower"), the financial institutions listed therein as original lenders
and [Agent] (the "Agent") as amended from time to time (the "Facility
Agreement").
2. Terms defined in the Facility Agreement have the same meaning in this
receipt unless given a different meaning in this Exporter Receipt.
3. In this Exporter Receipt:
"Authorisation" means an authorisation, consent, permit, approval,
resolution, licence, exemption, filing, notarisation or registration.
"Exported Element Value" means the value of the Export Contract less the
cost to the Exporter of procuring any Local Supplies.
"Integrated Goods" means:
(i)
in the case of Local Supplies, Local Supplies that are or will be
integrated with other goods in the UK to produce goods that are or
will be eligible for a certificate of UK origin from a British Chamber of
Commerce; and
(ii) in the case of Third Country Supplies, Third Country Supplies that
are or will be integrated with other goods in the UK to produce
goods that are or will be eligible for a certificate of UK origin from a
British Chamber of Commerce.
"Local Supplies" means goods and/or services procured by the Exporter
from persons ordinarily resident in and/or carrying on business in the
Buyer's country but excluding Integrated Goods.
"Non-UK Goods" means Local Supplies and Third Country Supplies,
together.
"Third Country Supplies" means goods and/or services that are not Local
Supplies and that are procured by the Exporter from persons ordinarily
resident in and/or carrying on business in a country other than the UK but
excluding Integrated Goods.
4. We confirm that we have received the payment(s) set out in paragraph 5
below from [Buyer] in respect of sums due to us under the Export Contract.
5. Payments:
| Date of Invoice | Invoice Number | Goods/Services | Payment Due |
| [●] | [●] | [●] | [●] |
| [●] | [●] | [●] | [●] |
6. We represent and warrant that:
(a)
the payments set out paragraph 5 above do not include any payment (i)
which we have previously submitted pursuant to any Exporter Payment
Request or (ii) in respect of which we have already provided an Exporter
Receipt;
(b)
the goods and/or services identified in paragraph 5 above have been
supplied in accordance with the Export Contract and are consistent with the
description given by us in the UKEF Application Form;
(c)
the goods and/or services identified in paragraph 5 above have been
manufactured or produced in or purchased from the place identified in
paragraph 5 above as the place of origin;
(d)
the cost to us of procuring any Local Supplies in respect of which this
Exporter Receipt is being submitted does not, when added to the cost to us
of procuring any Local Supplies in respect of which previous Exporter
Receipts and/or Exporter Payment Requests have been submitted, exceed
30% of the Exported Element Value;
(e)
the cost to us of procuring any Non-UK Goods in respect of which this
Exporter Receipt is being submitted does not, when added to the cost to us
of procuring any Non-UK Goods in respect of which previous Exporter
Receipts and/or Exporter Payment Requests have been submitted, exceed
65% of the value of the Export Contract;
(f)
the obligations expressed to be assumed by us under the Export Contract
are legal, valid, binding and enforceable obligations;
(g)
we are in compliance with all laws and regulations which are applicable to
us, the export of goods and/or services in connection with the Export
Contract;
(h)
the Export Contract has not been terminated;
(i)
neither the Export Contract nor any part of the Export Contract is subject to
any litigation or arbitration currently in progress or any arbitration award;
(j)
all Authorisations (if any), including export licences and end user certificates
(if required), in respect of the goods and/or services identified in paragraph
5 above have been obtained and remain in full force and effect. A copy of
export licences and end user certificates (if any) are attached; and
(k)
to the best of our knowledge and belief, neither the Export Contract nor any
part of the Export Contract will be the subject of litigation or arbitration.
For and on behalf of [Exporter]
Signature:* …………………………………
Name: …………………………………
Position: …………………………………
Date: …………………………………
*Signature of Exporter's Signatory
PART B
FORM OF PAYMENT REQUEST
From: [Borrower]
To: [Agent]
Dated: [●]
Dear [insert name of Agent],
Payment Request No. [●]
1. We refer to:
(a)
the contract for [short description of export] dated [●] and made between
[Exporter] (the "Exporter") and [Buyer] (the "Buyer"), as amended from
time to time (the "Export Contract");
(b)
the facility agreement dated [●] and made between, inter alia, [Borrower]
(the "Borrower"), the financial institutions listed therein as original lenders
and [Agent] (the "Agent") as amended from time to time (the "Facility
Agreement"); and
(c)
the exporter payment request No. [] dated [] and attached hereto (the
"Exporter Payment Request").
2. This is a "Payment Request" as defined in the Facility Agreement.
3. Terms defined in the Facility Agreement have the same meaning in this
Payment Request unless given a different meaning in this Payment
Request. 4. We would like to borrow by way of Loan the amount set out below on the
date set out below:
Proposed Utilisation Date: [●] (or, if that is not a Business Day, the
next Business Day)
Amount: [●] EUR
5. This Payment Request is irrevocable.
6. We hereby represent and warrant that on the date of this Payment Request
and the relevant Utilisation Date:
(a)
each condition specified in (Further conditions precedent) of the
Facility Agreement is satisfied;
(b)
the Export Contract is in full force and effect and has not been suspended,
terminated, cancelled or repudiated (in each case, in whole or in part);
(c)
the amount requested under paragraph 4 above does not, when added to
any Loans made under the Facility Agreement, exceed the Available
Facility;
(d)
the amount requested under paragraph 4 above does not include any
amount which has already been requested in any other Payment Request
or which has been the subject of a Reimbursement Request;
(e)
the copies of the documents attached to this Payment Request are true
copies of the original documents;
(f)
the information contained in the documents mentioned in paragraph (e)
above is true and accurate and has not been amended or superseded at
the date of this Payment Request; and
7. The payment of the amount requested under paragraph 4 above should be
made into the following bank account of the Exporter: [account], as
specified in [paragraph 7 of the Exporter Payment Request No. [__].]
8. We undertake to provide any other documentation reasonably requested by
the Agent from time to time in connection with this Payment Request.
Yours faithfully,
For and on behalf of [Borrower]
Signature:* …………………………………
Name: …………………………………
Position: …………………………………
Date: …………………………………
*Signature of Borrower's Signatory
Appendix to Payment Request
Form of Exporter Payment Request
From: [Exporter]
To: [Borrower]
Dated: [●]
Dear [insert name of Borrower],
Exporter Payment Request No. [●]
1. We refer to:
(a)
the contract for [short description of export] dated [●] and made between
[Exporter] (the "Exporter") and [Buyer] (the "Buyer"), as amended from
time to time (the "Export Contract"); and
(b)
the facility agreement dated [●] and made between, inter alia, [Borrower]
(the "Borrower"), the financial institutions listed therein as original lenders
and [Agent] (the "Agent") as amended from time to time (the "Facility
Agreement").
2. This is an "Exporter Payment Request" as defined in the Facility
Agreement.
3. Terms defined in the Facility Agreement have the same meaning in this
Exporter Payment Request unless given a different meaning in this
Exporter Payment Request. 4. In this Exporter Payment Request:
"Authorisation" means an authorisation, consent, permit, approval,
resolution, licence, exemption, filing, notarisation or registration.
"Exported Element Value" means the value of the Export Contract less the
cost to the Exporter of procuring any Local Supplies.
"Integrated Goods" means:
(i)
in the case of Local Supplies, Local Supplies that are or will be
integrated with other goods in the UK to produce goods that are or
will be eligible for a certificate of UK origin from a British Chamber of
Commerce; and
(ii) in the case of Third Country Supplies, Third Country Supplies that
are or will be integrated with other goods in the UK to produce
goods that are or will be eligible for a certificate of UK origin from a
British Chamber of Commerce.
"Local Supplies" means goods and/or services procured by the Exporter
from persons ordinarily resident in and/or carrying on business in the
Buyer's country but excluding Integrated Goods.
"Non-UK Supplies" means Local Supplies and Third Country Supplies,
together.
"Third Country Supplies" means goods and/or services that are not Local
Supplies and that are procured by the Exporter from persons ordinarily
resident in and/or carrying on business in a country other than the UK but
excluding Integrated Goods.
5. This Exporter Payment Request is irrevocable.
6. We represent and warrant that:
(a)
each of the payments set out in the appendix to this Exporter Payment
Request (the "Appendix"), the total amount of which is [total amount], [is
now due][will be due on []] to us from the Buyer under the Export
Contract;
(b)
the payments set out in the Appendix do not include any payment which we
have previously submitted pursuant to any Exporter Payment Request;
(c)
the goods and/or services identified in the Appendix have been supplied in
accordance with the Export Contract and are consistent with the description
given by us to UK Export Finance in the UKEF Application Form;
(d)
the goods and/or services identified in the Appendix have been
manufactured or produced in or purchased from the relevant suppliers and
from the place(s) identified in the export details spreadsheet1 (in the form
agreed on or about the date of the Facility Agreement or as amended,
subject to confirmation from the Agent acting on the instructions of UK
Export Finance and the Majority Lenders);
(e)
all Authorisations (if any), including export licences and end user certificates
(if required), in respect of the goods and/or services identified in the
Appendix have been obtained and remain in full force and effect. A copy of
the export licences and end user certificates (if any) are attached;
(f)
the cost to us of procuring any Local Supplies in respect of which this
Exporter Payment Request is being submitted does not, when added to the
cost to us of procuring any Local Supplies in respect of which previous
1 Note: spreadsheet is to be filled out and updated regularly (i.e. on each drawdown or as agreed with the Agent acting on behalf of the Lenders and UKEF). Exporter Receipts and/or Exporter Payment Requests have been
submitted, exceed 30% of the Exported Element Value;
(g)
the cost to us of procuring any Non-UK Supplies in respect of which this
Exporter Payment Request is being submitted does not, when added to the
cost to us of procuring any Non-UK Supplies in respect of which previous
Exporter Receipts and/or Exporter Payment Requests have been
submitted, exceed 65% of the value of the Export Contract;
(h)
the obligations expressed to be assumed by us under the Export Contract
are legal, valid, binding and enforceable obligation;
(i)
we are in compliance with all laws and regulations which are applicable to
us, the export of goods and/or services in connection with the Export
Contract;
(j)
the Export Contract has not been terminated;
(k)
neither the Export Contract nor any part of the Export Contract is subject to
any litigation or arbitration currently in progress or any arbitration award;
(l)
to the best of our knowledge and belief, neither the Export Contract nor any
part of the Export Contract will be the subject of litigation or arbitration; and
(m)
the copies of the documents attached to this Exporter Payment Request
are true copies of the original documents.
7. The payment of the total amount due to us, set out in paragraph 6(a) above,
should be made into the following bank account: [account].
8. We attach copies of our invoice(s) to the Buyer in respect of the payments
set out in the Appendix.
9. We undertake to provide any other documentation reasonably requested by
the Agent from time to time in connection with this Exporter Payment
Request.
Yours faithfully
For and on behalf of [Exporter]
Signature:* …………………………………
Name: …………………………………
Position: …………………………………
Date: …………………………………
*Signature of Exporter's Signatory
Appendix to Exporter Payment Request
Payments
| Date of Invoice | Invoice Number | Goods/Services | Payment Due |
| [●] | [●] | [●] | [●] |
| [●] | [●] | [●] | [●] |
Schedule 4
FORM OF TRANSFER CERTIFICATE
To: [●] as Agent
From: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the
"New Lender")
Dated:
Facility agreement dated [●] and made between, inter alia, [Borrower] as
borrower, the financial institutions listed therein as original lenders and
[Agent] as agent, as amended from time to time (the "Facility Agreement")
1. We refer to the Facility Agreement. This is a Transfer Certificate. Terms
defined in the Facility Agreement have the same meaning in this Transfer
Certificate unless given a different meaning in this Transfer Certificate.
2. We refer to (Procedure for transfer) of the Facility Agreement:
(a)
The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation, and in accordance with Clause
21.5 (Procedure for transfer) of the Facility Agreement, all of the Existing
Lender's rights and obligations under the Facility Agreement and the other
Finance Documents which relate to that portion of the Existing Lender's
Commitment and participations in Loans under the Facility Agreement as
specified in the schedule to this Transfer Certificate (the "Schedule").
(b)
The proposed Transfer Date is [●].
(c)
The Facility Office and address and attention details for notices of the New
Lender for the purposes of (Contact details) of the Facility
Agreement are set out in the Schedule.
3. The New Lender expressly acknowledges the limitations on the Existing
Lender's obligations set out in paragraph (c) of (Limitation of
responsibility of Existing Lenders) of the Facility Agreement.
4. [The New Lender expressly confirms that it [can/cannot] exempt the Agent
from the restrictions pursuant to section 181 of the German Civil Code
(Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant
to any other applicable law as provided for in paragraph (c) of
(Appointment of the Agent) of the Facility Agreement.]
5. This Transfer Certificate may be executed in any number of counterparts
and this has the same effect as if the signatures on the counterparts were
on a single copy of this Transfer Certificate.
6. This Transfer Certificate and any non-contractual obligations arising out of
or in connection with it are governed by English law.
7. This Transfer Certificate has been entered into on the date stated at the
beginning of this Transfer Certificate.
THE SCHEDULE
Commitment/rights and obligations to be transferred2
[insert relevant details] [Facility Office address and attention details for
notices and account details for payments,]
| [Existing Lender] | [New Lender] |
| By: | By: |
This Transfer Certificate is accepted by the Agent and the Transfer Date is
confirmed as [●].
[Agent]
By:
2 Note: The Borrower will need the information about the amount of the rights and obligations being transferred in order to prepare and deliver the written statement to the NBS (please note )
Schedule 5
FORM OF ASSIGNMENT AGREEMENT
To: [●] as Agent and [●] as Borrower
From: [the Existing Lender] (the "Existing Lender") and [the New Lender] (the
"New Lender")
Dated:
Facility agreement dated [●] and made between, inter alia, [Borrower] as
borrower, the financial institutions listed therein as original lenders and
[Agent] as agent, as amended from time to time (the "Facility Agreement")
1. We refer to the Facility Agreement. This is an Assignment Agreement.
Terms defined in the Facility Agreement have the same meaning in this
Assignment Agreement unless given a different meaning in this Assignment
Agreement.
2. We refer to (Procedure for assignment) of the Facility
Agreement:
(a)
The Existing Lender assigns absolutely to the New Lender all the rights of
the Existing Lender under the Facility Agreement and the other Finance
Documents which relate to that portion of the Existing Lender's
Commitment and participations in Loans under the Facility Agreement as
specified in the schedule to this Assignment Agreement (the "Schedule").
(b)
The Existing Lender is released from all the obligations of the Existing
Lender which correspond to that portion of the Existing Lender's
Commitment and participations in Loans under the Facility Agreement
specified in the Schedule.
(c)
The New Lender becomes a Party as a Lender and is bound by obligations
equivalent to those from which the Existing Lender is released under
paragraph (b) above.
3. The proposed Transfer Date is [●].
4. On the Transfer Date the New Lender becomes Party to the Finance
Documents as a Lender.
5. The Facility Office and address and attention details for notices of the New
Lender for the purposes of (Contact details) of the Facility
Agreement are set out in the Schedule.
6. The New Lender expressly acknowledges the limitations on the Existing
Lender's obligations set out in paragraph (c) of (Limitation of
responsibility of Existing Lenders) of the Facility Agreement.
7. [The New Lender expressly confirms that it [can/cannot] exempt the Agent
from the restrictions pursuant to section 181 of the German Civil Code
(Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant
to any other applicable law as provided for in paragraph (c) of
(Appointment of the Agent) of the Facility Agreement.]
8. This Assignment Agreement acts as notice to the Agent (on behalf of each
Finance Party) and, upon delivery in accordance with
(Procedure for assignment) of the Facility Agreement, to the Borrower of
the assignment referred to in this Assignment Agreement.
9. This Assignment Agreement may be executed in any number of
counterparts and this has the same effect as if the signatures on the
counterparts were on a single copy of this Assignment Agreement.
10. This Assignment Agreement and any non-contractual obligations arising out
of or in connection with it are governed by English law.
11. This Assignment Agreement has been entered into on the date stated at the
beginning of this Assignment Agreement.
THE SCHEDULE
Rights to be assigned and obligations to be released and undertaken3
[insert relevant details]
[Facility office address and attention details for notices and account details
for payments]
| [Existing Lender] | [New Lender] |
| By: | By: |
This Assignment Agreement is accepted by the Agent and the Transfer Date is
confirmed as [●].
Signature of this Assignment Agreement by the Agent constitutes confirmation by
the Agent of receipt of notice of the assignment referred to herein, which notice
the Agent receives on behalf of each Finance Party.
[Agent]
By:
3 Note: The Borrower will need the information about the amount of the rights being assigned in order to prepare and deliver the written statement to the NBS (please see )
Schedule 6
TIMETABLES
| Clause | Description | Specified Time |
| Clause 6.1(a) (Utilisation of the Facility) | Delivery of a Utilisation Request duly completed to the Agent's satisfaction | 11.00 a.m. on the day that is 10 Business Days prior to the proposed Utilisation Date |
| (Lenders' participation) | Agent notifies the Lenders of the Loan | 11.00 a.m. on the day that is 3 Business Days prior to the proposed Utilisation Date |
| Definition of "EURIBOR" | Fixing of EURIBOR or Interpolated Screen Rate | Quotation Day as of 11.00 a.m. Brussels time |
| Definition of "Interpolated Screen Rate" | Fixing of Interpolated Screen Rate | Quotation Day as of 11.00 a.m. |
Schedule 7
DAILY NON-CUMULATIVE COMPOUNDED RFR RATE
The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day
"i" during an Interest Period for a Compounded Rate Loan is the percentage rate
per annum (without rounding, to the extent reasonably practicable for the Finance
Party performing the calculation, taking into account the capabilities of any
software used for that purpose) calculated as set out below:
where:
"UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that
RFR Banking Day "i";
"UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised
Cumulative Compounded Daily Rate for the immediately preceding RFR Banking
Day (if any) during that Interest Period;
"dcc" means 360 or, in any case where market practice in the Relevant Market is
to use a different number for quoting the number of days in a year, that number;
"n" means the number of calendar days from, and including, that RFR Banking
i
Day "i" up to, but excluding, the following RFR Banking Day; and
the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking
Day (the "Cumulated RFR Banking Day") during that Interest Period is the result
of the below calculation (without rounding, to the extent reasonably practicable for
the Finance Party performing the calculation, taking into account the capabilities
of any software used for that purpose):
where:
"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that
Cumulated RFR Banking Day;
"tni" means the number of calendar days from, and including, the first day of the
Cumulation Period to, but excluding, the RFR Banking Day which immediately
follows the last day of the Cumulation Period; "Cumulation Period" means the period from, and including, the first RFR
Banking Day of that Interest Period to, and including, that Cumulated RFR
Banking Day;
"dcc" has the meaning given to that term above; and
the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR
Banking Day is the percentage rate per annum (rounded to 4 decimal places)
calculated as set out below:
where:
"d0" means the number of RFR Banking Days in the Cumulation Period;
"Cumulation Period" has the meaning given to that term above;
"i" means a series of whole numbers from one to d0, each representing the
relevant RFR Banking Day in chronological order in the Cumulation Period;
"DailyRatei-LP" means, for any RFR Banking Day "i" in the Cumulation Period,
the Daily Rate for the RFR Banking Day which is the Lookback Period prior to
that RFR Banking Day "i";
"ni" means, for any RFR Banking Day "i" in the Cumulation Period, the number of
calendar days from, and including, that RFR Banking Day "i" up to, but excluding,
the following RFR Banking Day;
"dcc" has the meaning given to that term above; and
"tni" has the meaning given to that term above.
SIGNATORIES
For and on behalf of )
REPUBLIC OF SERBIA as Borrower )
Represented by the Government of the )
Republic of Serbia, )
acting by and through the Ministry of )
Finance )
Signature ………………………….
Name Siniša Mali
Position First Deputy Prime Minister and Minister of Finance
Date 27 October 2025
CONTACT DETAILS
Address: Kneza Miloša 20
Email: kabinet@mfin.gov.rs
Phone: +381 11 765 2012
Attention: Minister of Finance
Signature page – UKEF Facility Agreement No. 0020022188 – Morava Corridor For and on behalf of J.P. MORGAN SE as ) Original Lender ) )
Signature ………………………….
Name Harison Moskowitz
Position Executive Director
Signature ………………………….
Name Timothy Inglis
Position Vice President
Signature page – UKEF Facility Agreement No. 0020022188 – Morava Corridor For and on behalf of CRÉDIT AGRICOLE )
CORPORATE AND INVESTMENT BANK ) as Original Lender )
Signature ………………………….
Name Karine LEGERT Jean-Marc MORANT Director Position Managing Director Export Finance ECA & Multilateral Financing Solutions Product Structuring & Asset Management Product and Structuring Credit Agricole CIB
Signature page – UKEF Facility Agreement No. 0020022188 – Morava Corridor For and on behalf of ING BANK N.V. as ) Original Lender ) )
Signature …………………………. Signature ………………………….
Name Anna Rauhala Name Eugène Kock
Position M.D. Position Director
Structured Export Finance
ING Bank N.V.
Signature page – UKEF Facility Agreement No. 0020022188 – Morava Corridor For and on behalf of JPMORGAN CHASE )
BANK, N.A., LONDON BRANCH as Initial ) Mandated Lead Arranger )
Signature ………………………….
Name Timothy Inglis
Position Vice President
Signature page – UKEF Facility Agreement No. 0020022188 – Morava Corridor For and on behalf of CRÉDIT AGRICOLE )
CORPORATE AND INVESTMENT BANK as ) Mandated Lead Arranger )
Signature ………………………….
Name Karine LEGERT Jean-Marc MORANT Director Position Managing Director Export Finance ECA & Multilateral Financing Solutions Product Structuring & Asset Management Product and Structuring Credit Agricole CIB
Signature page – UKEF Facility Agreement No. 0020022188 – Morava Corridor For and on behalf of ING BANK N.V. as ) Mandated Lead Arranger ) )
Signature …………………………. Signature ………………………….
Name Anna Rauhala Name Eugène Kock
Position M.D. Position Director
Structured Export Finance
ING Bank N.V.
Signature page – UKEF Facility Agreement No. 0020022188 – Morava Corridor For and on behalf of J.P. MORGAN SE as ) Agent ) )
Signature ………………………….
Name Sumesh Santhosh
Position Authorised Signatory
CONTACT DETAILS
Address: J.P. Morgan SE
Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
Germany
Copy to: Global Trade – Trade Solutions Delivery (Export Finance)
JPMorgan Chase Bank, N.A., London Branch
25 Bank Street Canary Wharf
London E14 5JP
United Kingdom
Phone: +44 20 7742 5859 +44 20 71344029
Email: Lindsay.j.cane@jpmchase.com
Raj.subba@jpmorgan.com
tsd.export.finance.emea@jpmchase.com
Attention: Lindsay Cane Raj Subba
Signature page – UKEF Facility Agreement No. 0020022188 – Morava Corridor