Zakon o potvrđivanju Ugovora o kreditnom aranžmanu br. 0020022188 koji se odnosi na neobezbeđeni zajam do iznosa od 260.000.000 evra uz garanciju UKEF u cilju finansiranja određenih građevinskih usluga od strane Bechtel Enka UK Limited, koji posluje u Srbiji preko Bechtel Enka UK Limited Ogranak Beograd za potrebe privrednog društva ,,Koridori Srbije" d.o.o. Beograd u vezi sa izgradnjom infrastrukturnog koridora autoputa E-761 deonice Pojate-Preljina (Moravski koridor) između Republike Srbije, koju zastupa Vlada Republike Srbije, postupajući preko Ministarstva finansija, kao Zajmoprimca i J.P. Morgan SE, kao Agenta i JPMorgan Chase Bank, N.A., London Branch, kao Prvobitnog ovlašćenog vodećeg aranžera i Credit Agricole Corporate and Investment Bank i Ing Bank N.V., kao ovlašćenih vodećih aranžera i Određenih drugih finansijskih institucija, kao Prvobitnih zajmodavaca

Status propisa

Na snazi

Prikazana Verzija

Nema dostupnih verzija

Opšte Informacije

Donosilac	Narodna skupština Republike Srbije

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Clause1.1

Definitions

In this Agreement:

"Accepted Contract Amount" has the meaning given to the term

"Accepted Contract Amount" in the Export Contract as at the date of this

Agreement;

"Affiliate" means, in relation to any person, a Subsidiary of that person or a

Holding Company of that person or any other Subsidiary of that Holding

Company;

"Anti-Corruption Laws" means:

the Bribery Act 2010;

the Foreign Corrupt Practices Act 1977; and

any applicable similar laws or regulations in any jurisdiction relating

to bribery, corruption or any similar practices;

"Applicable Law" means:

any law, statute, decree, constitution, regulation, rule, by-law, order,

authorisation, judgment, injunction or other directive of any

Government Entity or otherwise which is applicable in the Relevant

Jurisdiction;

any treaty, pact or other binding agreement to which any

Government Entity is a signatory or party; or

any judicial or administrative interpretation with binding

characteristics or application of those described in paragraph (a) or

above,

and in each case, which is applicable to the Borrower, the Borrower's

assets or the Transaction Documents;

"Arrangers" means the Initial Mandated Lead Arranger and/or the

Mandated Lead Arrangers;

"Assignment Agreement" means an agreement substantially in the form

set out in Schedule 5 (Form of Assignment Agreement) or any other form

agreed between the relevant assignor and assignee in form and substance

satisfactory to the Agent;

"Authorisation" means an authorisation, consent, permit, approval,

resolution, licence, exemption, filing, notarisation or registration;

"Availability Period" means the period from and including the Effective

Date to and including the earlier of:

the date falling twenty-four (24) months after the Effective Date (or

such later date as may be agreed by the Agent, acting on the

instructions of all of the Lenders and UK Export Finance); and

the date on which the Facility has been fully utilised or cancelled;

"Available Commitment" means a Lender's Commitment minus:

the amount of its participation in any outstanding Loans;

in relation to any proposed Utilisation, the amount of its participation

in any Loans that are due to be made on or before the proposed

Utilisation Date; and

the amount of any repayments received to date, without double

counting;

"Available Facility" means the aggregate for the time being of each

Lender's Available Commitment;

"Blocking Law" has the meaning given this term in

Clause 17.17(c)

;

"Borrower's Signatory" means the person(s) authorised to sign on behalf

of the Borrower regarding whom evidence has been provided to the Agent

in respect of the Borrower in accordance with paragraph 1(b) of Schedule 2

(Conditions Precedent to Initial Utilisation);

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

the interest, excluding the Margin, which a Lender should have

received for the period from the date of receipt of all or any part of its

participation in a Loan or Unpaid Sum to the last day of the current

Interest Period in respect of that Loan or Unpaid Sum, had the

principal amount or Unpaid Sum received been paid on the last day

of that Interest Period;

exceeds:

the amount which that Lender would be able to obtain by placing an

amount equal to the principal amount or Unpaid Sum received by it

on deposit with a leading bank for a period starting on the Business

Day following receipt or recovery and ending on the last day of the

current Interest Period;

"Business Day" means:

a day (other than a Saturday or Sunday) on which banks are open

for general interbank business (other than operation only of

payments, purchases and rate fixing in euros) in:

London, Amsterdam, Paris, Frankfurt and Belgrade; and

ii)

in relation to a payment, purchase or rate fixing in or other

matter relating to a currency (other than euros), the principal

financial centre of the country of that currency; and

in relation to a payment or rate fixing in euros, a day on which the

Trans-European Automated Real-time Gross Settlement Express

Transfer payment system (TARGET) is operating.

"Buyer" has the meaning given in Recital (C); "Buyer's Signatory" means the person(s) authorised to sign on behalf of

the Buyer regarding whom evidence has been provided by the Borrower to

the Agent further to paragraph 2(c) (Buyer's Authorisations) of Schedule 2

(Conditions Precedent to Initial Utilisation), or, subject to the prior written

approval of the Agent, such other person whose name and specimens of

whose signature have been supplied to the Agent and certified by a senior

official of the Buyer in a form acceptable to the Agent;

"Code" means the US Internal Revenue Code of 1986;

"Commitment" means:

in relation to an Original Lender, the amount set opposite its name

under the heading "Commitment" in Schedule 1 (The Original

Parties) and the amount of any other Commitment transferred to it

under this Agreement; and

in relation to any other Lender, the amount of any Commitment

transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this

Agreement;

"Compounded Rate Loan" means any Loan or, if applicable, Unpaid Sum,

which is not a Term Rate Loan.

"Compounded Reference Rate" means, in relation to any RFR Banking

Day during the Interest Period of a Compounded Rate Loan, the

percentage rate per annum which is the aggregate of:

the Daily Non-Cumulative Compounded RFR Rate for that RFR

Banking Day; and

the applicable Fallback CAS;

"Compounding Methodology Supplement" means, in relation to the

Daily Non-Cumulative Compounded RFR Rate, a document which:

is agreed in writing by the Borrower, the Agent (in its own capacity)

and the Agent (acting on the instructions of the Lenders and UK

Export Finance);

specifies a calculation methodology for that rate; and

has been made available to the Borrower and each Finance Party;

"Contract Price" has the meaning given to the term "Contract Price" in the

Export Contract as at the date of this Agreement; "Confidential Information" means all information relating to the Borrower,

the Finance Documents or the Facility of which a Finance Party becomes

aware in its capacity as, or for the purpose of becoming, a Finance Party or

which is received by a Finance Party in relation to, or for the purpose of

becoming a Finance Party under, the Finance Documents or the Facility

from either:

the Borrower or any of its advisers; or

another Finance Party, if the information was obtained by that

Finance Party directly or indirectly from the Borrower or any of its

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:

(A) information that:

is or becomes public information other than as a direct or

indirect result of any breach by that Finance Party of Clause

33 (Confidential Information); or

ii)

is identified in writing at the time of delivery as non-

confidential by the Borrower, its government agencies or any

of its advisers; or

iii)

is known by that Finance Party before the date the

information is disclosed to it in accordance with paragraph (i)

or (ii) above or is lawfully obtained by that Finance Party after

that date, from a source which is, as far as that Finance Party

is aware, unconnected with the Borrower, its government

agencies and which, in either case, as far as that Finance

Party is aware, has not been obtained in breach of, and is not

otherwise subject to, any obligation of confidentiality; and

(B) any Funding Rate;

"Confidentiality Undertaking" means a confidentiality undertaking

substantially in the form published by the LMA for the secondary trading of

loans or in any other form agreed between the Borrower and the Agent;

"Construction Phase" means the period from the commencement of

design, development, pre-construction, construction and commissioning of

the Project until the commencement of the Operations Phase;

"Construction Phase E&S Management Plan" means the document(s)

comprising the environmental and social management procedures for the

Construction Phase as delivered prior to the date of this Agreement and as

amended from time to time with the consent of UK Export Finance and shall

include any document provided to UK Export Finance pursuant to

paragraphs 7(e) to 7(g) of Schedule 2 (Conditions Precedent to Initial

Utilisation);

"Corrective Action Plan" means a plan produced by the Borrower

pursuant to paragraph (d) (E&S Trigger Events) of

Clause 19.6

(Environmental undertakings) specifying in detail the corrective action

(including the timings and responsibility for such action(s)) being taken or

proposed to be taken in order to, remedy or mitigate all damage and

adverse consequences caused by an E&S Trigger Event, as may be

amended or updated from time to time with the consent of UK Export

Finance;

"CP Satisfaction Notice" has the meaning given in paragraph (a)(iv) of

Clause 5.1

(Initial conditions precedent);

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to

any RFR Banking Day during an Interest Period for a Compounded Rate

Loan, the percentage rate per annum determined by the Agent (or by any

other Finance Party which agrees to determine that rate in place of the

Agent) in accordance with the methodology set out in Schedule 7 (Daily

Non-Cumulative Compounded RFR Rate) or in any relevant Compounding

Methodology Supplement;

"Daily Rate" means the daily rate for any RFR Banking Day which is the

RFR for that RFR Banking Day rounded to four (4) decimal places and if

the aggregate of that rate and the Fallback CAS is less than zero, the Daily

Rate shall be deemed to be such a rate that the aggregate of the Daily Rate

and that Fallback CAS is zero;

"Default" means an Event of Default or any event or circumstance specified

Clause 20

(Events of Default) which would (with the expiry of a grace

period, the giving of notice, the making of any determination under the

Finance Documents or any combination of any of the foregoing) be an

Event of Default;

"Default Interest Rate" means the rate of interest payable by the Borrower

in accordance with paragraph (a) of

Clause 9.4

(Default interest); "Disruption Event" means either or both of:

a material disruption to those payment or communications systems

or to those financial markets which are, in each case, required to

operate in order for payments to be made in connection with the

Facility (or otherwise in order for the transactions contemplated by

the Finance Documents to be carried out) which disruption is not

caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a

technical or systems-related nature) to the treasury or payments

operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance

Documents, or

ii)

from communicating with other Parties in accordance with the

terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the

control of, the Party whose operations are disrupted;

"Effective Date" means the date notified by the Agent to the Borrower as

the "Effective Date", being the date upon which all of the conditions

precedent listed in paragraph (a) of

Clause 2.1

(Effective Date) have been

met to the satisfaction of the Agent (acting on the instructions of all Lenders

and UK Export Finance);

"Eligible Goods and Eligible Services" means in relation to the Export

Contract Value:

Foreign Content in an amount not exceeding 85% of the Export

Contract Value; and

Local Goods and Services in an aggregate amount not exceeding

50% of the value of Foreign Content of the Export Contract Value;

"Environment" means the Natural Environment and the Social

Environment;

"Environmental and Social Action Plan" or "ESAP" means the action

plan confirmed by UK Export Finance referred to in the UKEF-Supported

Facility Agreement 2021, as amended from time to time by or with the

consent of UK Export Finance;

"Environmental Contaminant" means any substance (whether a solid,

liquid, gas or vapour and whether or not combined with any one or more other substances), activity or other phenomenon that is capable of causing

significant harm to humans or any other living organisms supported by the

Environment or significantly damaging the Environment or public health or

welfare;

"Environmental Information Regulations" mean the Environmental

Information Regulations 2004 together with any guidance and/or codes of

practice issued by the Information Commissioner or relevant government

department in the UK in relation to such regulations;

"Erroneous Payment" has the meaning given to it in paragraph (d) of

Clause 23.19

(Amounts paid in error);

"EURIBOR" means, in relation to any Loan:

the applicable Screen Rate as of the Specified Time for euro and for

a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to

Clause 10.1

(Unavailability of

Screen Rate),

and if, in either case, that rate is less than zero, EURIBOR shall be deemed

to be zero;

"Event of Default" means any event or circumstance specified as such in

Clause 20

(Events of Default);

"Excluded Assets" has the meaning given to it in

Clause 17.20

(No

immunity);

"Export Contract" has the meaning given in Recitals (C) and (D);

"Export Contract Value" means EUR 337,113,525.56, being a part of the

total value of the Export Contract, that is financed under this Agreement as

described in the Recitals;

"Exporter" has the meaning given in Recital (C);

"Exporter Payment Request" means the document defined as the

"Exporter Payment Request" in a Payment Request;

"Exporter Receipt" means the document defined as the "Exporter Receipt"

in a Reimbursement Request;

"Exporter's Signatory" means the person(s) authorised to sign on behalf

of the Exporter regarding whom evidence has been provided to the Agent in

respect of the Exporter further to paragraph 4(c)(i) (Export Contract and

Exporter Related Authorisations) of Schedule 2 (Conditions Precedent to Initial Utilisation), or, subject to the prior written approval of the Agent, such

other person whose name and specimens of whose signature have been

supplied to the Agent and certified by a director or officer of the Exporter in

a form acceptable to the Agent;

"External Financial Indebtedness" means:

all Financial Indebtedness expressed or denominated or payable or

which, at the option of the relevant creditor may be payable, in any

currency other than the lawful currency of the Relevant Jurisdiction

from time to time; and

all Financial Indebtedness which is or may become payable to a

person which is resident outside the Relevant Jurisdiction or has its

registered office or principal place of business outside the Relevant

Jurisdiction;

"E&S Actions" means the actions identified:

in the ESAP;

in any E&S Self-Monitoring Report; and

by UK Export Finance or its nominated representative or the IESC(s)

following a site visit pursuant to paragraph (e) (Site visits) of Clause

19.6 (Environmental undertakings),

to be undertaken by or on behalf of the Borrower and/or the Buyer in order

to ensure all the E&S Obligations are fulfilled, in each case as updated or

amended with the prior consent of UK Export Finance;

"E&S Claim" means any pending or existing claim, dispute, arbitration,

administrative or legal proceedings relating to the E&S Requirements in

respect of the Project, or the assets, business and operations of the

Borrower and/or Buyer relating to the Project;

"E&S Incident" means:

any incident or accident relating to the Project which directly or

indirectly, has, or could reasonably be expected to have an adverse

impact on the Environment (including the release of any

Environmental Contaminant in sufficient quantity or concentration to

have an adverse impact);

an accident resulting in death or serious or multiple injury; or

a significant community or worker related grievance or protest

directed at the Project; "E&S Investigation" means any investigation by any governmental, state

or other public person arising out of or in relation to the Project or the

assets, business and operations of the Borrower and/or the Buyer relating

to the Project with respect to the E&S Requirements;

"E&S Law" means any legislation, rule, decree, judgment, regulation,

directive, by-law, order or any other executive or legislative measure or act

having the force of law at the relevant time, including any Authorisations

required by any of the above, which directly or indirectly relates to the

protection of or the prevention of harm or damage to the Environment in

respect of (i) the Project or (ii) the assets, business and operations of the

Borrower and/or the Buyer relating to the Project;

"E&S Management Plans" means, together, the Construction Phase E&S

Management Plan and the Operations Phase E&S Management Plan, and

"E&S Management Plan" means either of them;

"E&S Obligations" means the obligations of any person (including the

Borrower and/or the Buyer) to:

comply with any applicable E&S Law;

align with the E&S Standards;

undertake the E&S Actions;

comply with the requirements of the E&S Management Plans; or

comply with the requirements of any Corrective Action Plan,

in each case in relation to the Project.

"E&S Obligations Breach" means a breach of any E&S Obligation

(including by the Borrower and/or the Buyer) other than any such breach

that has been disclosed to the Agent and where such breach has resulted

in corrective action under the ESAP, any Corrective Action Plan, or other

corrective action otherwise agreed with the Agent;

"E&S Requirements" means, together, E&S Law and E&S Standards;

"E&S Self-Monitoring Reports" means the reports required pursuant to

paragraph (a) (E&S Self-Monitoring Reports) of

Clause 19.6

(Environmental

undertakings): "E&S Standards" means the policies, guidance and standards set out, or

referred to, in:

the following performance standards on social and environmental

sustainability published by the International Financial Corporation

(IFC) on 1 January 2012:

Performance Standard 1: Assessment and Management of

Environmental and Social Risks and Impacts;

ii)

Performance Standard 2: Labour and Working Conditions;

iii)

Performance Standard 3: Resource Efficiency and Pollution

Prevention;

iv)

Performance Standard 4: Community health, Safety and

Security;

Performance Standard 5: Land Acquisition and Involuntary

Resettlement;

vi)

Performance Standard 6: Biodiversity, Conservation and

Sustainable Management of Living Natural Resources;

vii)

Performance Standard 7: Indigenous People;

viii)

Performance Standard 8: Cultural Heritage;

World Bank Group Environmental, Health and Safety (EHS) General

Guidelines (2007);

IFC / World Bank Group EHS Guidelines for Toll Roads (2007);

World Bank Group EHS Guidelines for Construction Materials and

Extraction (2007);

IFC / European Bank for Reconstruction and Development (EBRD)

Guidance note on Workers' Accommodation: Processes and

Standards (2009); and

Equator Principles 4 (2020);

"E&S Trigger Event" means:

an E&S Incident; and/or

an E&S Obligations Breach.

"Facility" means the term loan facility made available under this Agreement

as described in

Clause 3

(The Facility);

"Facility Currency" means EUR; "Facility Office" means the office or offices notified by a Lender to the

Agent in writing on or before the date it becomes a Lender (or, following

that date, by not less than five (5) Business Days' written notice) as the

office or offices through which it will perform its obligations under this

Agreement;

"Fallback CAS" means 0.0%;

"FATCA" means:

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an

intergovernmental agreement between the US and any other

jurisdiction, which (in either case) facilitates the implementation of

any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or

regulation referred to in paragraph (a) or (b) above with the US

Internal Revenue Service, the US government or any governmental

or taxation authority in any other jurisdiction;

"FATCA Application Date" means:

in relation to a "withholdable payment" described in section

1473(1)(A)(i) of the Code (which relates to payments of interest and

certain other payments from sources within the US), 1 July 2014; or

in relation to a "passthru payment" described in section 1471(d)(7)

of the Code not falling within paragraph (a) above, the first date from

which such payment may become subject to a deduction or

withholding required by FATCA.

"FATCA Deduction" means a deduction or withholding from a payment

under a Finance Document required by FATCA;

"FATCA Exempt Party" means a Party that is entitled to receive payments

free from any FATCA Deduction;

"Fee Letter" means any letter or letters dated on or about the date of this

Agreement between any Arranger and the Borrower (or the Agent and the

Borrower) setting out any of the fees referred to in

Clause 11

(Fees);

"Finance Document" means:

this Agreement;

any Utilisation Request;

any Fee Letter;

any Compounding Methodology Supplement; and

any other document designated as such by the Agent and the

Borrower;

"Finance Party" means the Agent, any Arranger or a Lender;

"Financial Indebtedness" means any indebtedness for or in respect of:

moneys borrowed;

any acceptance under any acceptance credit facility or

dematerialised equivalent;

any note purchase facility or the issue of bonds, notes, debentures,

loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase

contract which would be treated as a balance sheet liability;

receivables sold or discounted (other than any receivables to the

extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any

forward sale or purchase agreement) of a type not referred to in any

other paragraph of this definition having the commercial effect of a

borrowing;

any derivative transaction entered into in connection with protection

against or benefit from fluctuation in any rate or price (and, when

calculating the value of any derivative transaction, only the marked

to market value (or, if any actual amount is due as a result of the

termination or close out of that derivative transaction, that amount)

shall be taken into account);

any counter-indemnity obligation in respect of a guarantee,

indemnity, bond, standby or documentary letter of credit or any other

instrument issued by a bank or financial institution; or

the amount of any liability in respect of any guarantee or indemnity

for any of the items referred to in paragraphs (a) to (h) above;

"First Repayment Date" means 31 October 2027;

"FOIA" means the Freedom of Information Act 2000 and any subordinate

legislation made under such Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner

or relevant government department in the UK in relation to such legislation;

"Foreign Content" means any goods and services originating from the UK

(or any other country, other than the Republic of Serbia) supplied or to be

supplied by the Exporter to the Buyer under the Export Contract, in each

case as may be considered eligible for support by UK Export Finance under

the Facility;

"Funding Rate" means any individual rate notified by a Lender to the Agent

pursuant to paragraph (a)(ii) of

Clause 10.3

(Cost of funds);

"Government Entity" means:

any national government or political subdivision of a national

government;

any banking or monetary authority of a national government or of a

political subdivision of a national government;

any local jurisdiction of a national government or of a political

subdivision of a national government;

the European Central Bank or the Council of Ministers of the

European Union;

any instrumentality, commission, board commission, authority,

department, division, organ, court or agency of any of the foregoing,

however constituted; or

any association, organisation or institution of which any of the

entities listed in the preceding paragraphs is a member (including,

without limitation, any supranational body) or to whose jurisdiction

any of them is subject or in whose activities any of them is a

participant;

"Holding Company" means, in relation to a person, any other person in

respect of which it is a Subsidiary;

"IBRD" means the International Bank for Reconstruction and Development;

"IESC(s)" means:

a person acceptable to UK Export Finance appointed as the

independent environmental and social consultant pursuant to the

IESC Contract provided in limb (a) of the definition of IESC

Contract(s), and

if the TA Contract is required by UK Export Finance, a person

acceptable to UK Export Finance appointed as the independent

technical adviser pursuant to the TA Contract;

"IESC Contract(s)" means:

the contract or engagement letter for the environmental and social

monitoring, and technical advisory services of the Project, entered

into or, as the context may require, to be entered into between the

Agent and the IESC provided in limb (a) of the definition of IESC(s)

and,

if the scope of the IESC Contract set out in limb (a) above does not

cover the technical advisory services required by UK Export

Finance, the TA Contract;

"IFRS" means international accounting standards within the meaning of the

IAS Regulation 1606/2002 to the extent applicable;

"IMF" means the International Monetary Fund;

"Impaired Agent" means the Agent at any time when:

it has failed to make (or has notified a Party that it will not make) a

payment required to be made by it under the Finance Documents by

the due date for payment;

the Agent otherwise rescinds or repudiates a Finance Document;

an Insolvency Event has occurred and is continuing with respect to

the Agent;

unless, in the case of paragraph (a) above:

its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

ii)

payment is made within three Business Days of its due date;

iii)

the Agent is disputing in good faith whether it is contractually

obliged to make the payment in question;

"Increased Costs" has the meaning given in paragraph (b) of

Clause 13.1

(Increased costs); "Information" has the meaning given under section 84 of the Freedom of

Information Act 2000;

"Information Legislation" means the FOIA, the Environmental Information

Regulations and any other legislation from time to time governing the

disclosure of information held by public bodies in the UK;

"Insolvency Event" in relation to an entity means that the entity:

is dissolved (other than pursuant to a consolidation, amalgamation

or merger);

becomes insolvent or is unable to pay its debts or fails or admits in

writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or

for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or

any similar official with primary insolvency, rehabilitative or

regulatory jurisdiction over it in the jurisdiction of its incorporation or

organisation or the jurisdiction of its head or home office, a

proceeding seeking a judgment of insolvency or bankruptcy or any

other relief under any bankruptcy or insolvency law or other similar

law affecting creditors' rights, or a petition is presented for its

winding-up or liquidation by it or such regulator, supervisor or similar

official;

has instituted against it a proceeding seeking a judgment of

insolvency or bankruptcy or any other relief under any bankruptcy or

insolvency law or other similar law affecting creditors' rights, or a

petition is presented for its winding-up or liquidation, and, in the case

of any such proceeding or petition instituted or presented against it,

such proceeding or petition is instituted or presented by a person or

entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry

of an order for relief or the making of an order for its winding-

up or liquidation; or

ii)

is not dismissed, discharged, stayed or restrained in each

case within thirty (30) days of the institution or presentation

thereof;

has a resolution passed for its winding-up, official management or

liquidation (other than pursuant to a consolidation, amalgamation or

merger);

seeks or becomes subject to the appointment of an administrator,

provisional liquidator, conservator, receiver, trustee, custodian or

other similar official for it or for all or substantially all its assets;

has a secured party take possession of all or substantially all its

assets or has a distress, execution, attachment, sequestration or

other legal process levied, enforced or sued on or against all or

substantially all its assets and such secured party maintains

possession, or any such process is not dismissed, discharged,

stayed or restrained, in each case within 30 days thereafter;

causes or is subject to any event with respect to it which, under the

applicable law of any jurisdiction, has an analogous effect to any of

the events specified in paragraphs (a) to (h) above; or

takes any action in furtherance of, or indicating its consent to,

approval of, or acquiescence in, any of the foregoing acts.

"Interest Payment Date" means the last day of an Interest Period;

"Interest Period" means, in relation to a Loan, each period determined in

accordance with

Clause 9.6

(Interest Periods) and, in relation to an Unpaid

Sum, each period determined in accordance with

Clause 9.4

(Default

interest);

"Interpolated Screen Rate" means, in relation to any Loan, the rate

(rounded to the same number of decimal places as the two relevant Screen

Rates) which results from interpolating on a linear basis between:

the applicable Screen Rate for the longest period for which that

Screen Rate is available which is less than the Interest Period of

that Loan; and

the applicable Screen Rate for the shortest period (for which that

Screen Rate is available) which exceeds the Interest Period of that

Loan,

each as of the Specified Time for the Facility Currency;

"Lender" means:

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has

become a Party in accordance with

Clause 21

(Changes to the

Lenders),

which in each case has not ceased to be a Party in accordance with the

terms of this Agreement;

"LMA" means the Loan Market Association;

"Loan" means a loan made or to be made under the Facility or the principal

amount outstanding for the time being of that loan;

"Local Goods and Services" means any goods and services originating

from the Republic of Serbia or persons ordinarily resident in the Republic of

Serbia supplied or to be supplied by the Exporter to the Buyer under the

Export Contract, in each case as may be considered eligible for support by

UK Export Finance under the Facility;

"Lookback Period" means five (5) RFR Banking Days;

"Majority Lenders" means a Lender or Lenders whose Commitments

aggregate more than 66 2/3% of the Total Commitments (or, if the Total

Commitments have been reduced to zero, aggregated more than 66 2/3%

of the Total Commitments immediately prior to the reduction);

"Margin" means zero point six per cent. (0.60%) per annum;

"Material Adverse Effect" means a material adverse effect on:

the economic condition of the Borrower or the Buyer;

the ability of the Borrower or the Buyer to perform any of its

obligations under the Transaction Documents; or

the validity or enforceability of the Transaction Documents or the

rights and remedies of any Finance Party under any of the Finance

Documents;

"Material Export Contract Change" means any:

assignment, novation or other disposal of any rights and/or

obligations under the Export Contract; or

amendment, acquiescence, departure from or waiver of the terms of

the Export Contract which:

on its own, or when aggregated with any previous

amendments, acquiescence, departures from or waivers,

increases or decreases the amount payable by the Borrower and/or the Buyer under the Export Contract (in aggregate) by

more than ten per cent. (10%); or

ii)

involves a material change in nature of the supply made

under the Export Contract;

"Morava Corridor" has the meaning given in Recital (C);

"Morava Corridor Law" has the meaning given in Recital (A);

"Natural Environment" means elements of the natural environment

including all, or any, of the following:

the air (including the air within buildings and the air within other

natural or man-made structures above or below ground);

water (including territorial, coastal and inland waters, ground and

surface water, and water in drains and sewers);

land (including reclaimed land, surface and sub-surface soil);

living organisms including human life, animals and plants; and

natural habitats (including land which has been altered by humans

to form natural habitats);

"NBS" means the National Bank of Serbia (Narodna banka Srbije);

"New Lender" has the meaning given to that term in

Clause 21.1

(Assignments and transfers by the Lenders);

"OFAC" means the Department of the Treasury's Office of Foreign Assets

Control of the United States of America;

"Operations Phase" means the period commencing on the date of

issuance of the final Taking-Over Certificate, as set out in the Export

Contract, until the Facility is repaid in full and all the obligations of the

Borrower under the Finance Documents have been paid or discharged in

full;

"Operations Phase E&S Management Plan" means the environmental

plan in respect of the Operations Phase produced in accordance with the

provisions of the UKEF-Supported Facility Agreement 2021;

"Participating Member State" means any member state of the European

Union that has the euro as its lawful currency in accordance with legislation

of the European Union relating to Economic and Monetary Union;

"Party" means a party to this Agreement; "Payment Request" means the appendix to the Utilisation Request,

substantially in the form set out in Part B (Form of Payment Request) of

Schedule 3 (Utilisation Requests);

"Project" means the construction of the Infrastructure Corridor E-761

highway section Pojate-Krusevac-Adrani-Preljina (the Morava Corridor);

"Protected Party" has the meaning given in paragraph (a) of

Clause 12.1

(Tax definitions);

"Public Assets" means the whole or any part of present or future

undertaking, assets, revenues and international monetary reserves

(including gold, special drawing rights and foreign currency) held by the

Borrower or its agencies, including the NBS and its successor(s);

"Quasi-Security" has the meaning given in

Clause 19.4

(Negative pledge);

"Quotation Day" means, in relation to any period for which an interest rate

is to be determined, two (2) TARGET Days before the first day of that

period unless market practice differs in the Relevant Market, in which case

the Quotation Day will be determined by the Agent in accordance with

market practice in the Relevant Market (and if quotations would normally be

given on more than one day, the Quotation Day will be the last of those

days);

"Recipient" has the meaning given in paragraph (b) of

Clause 12.6

(VAT);

"Reimbursement Request" means a notice substantially in the form set

out in Part A (Form of Reimbursement Request) of Schedule 3 (Utilisation

Requests);

"Related Funds" in relation to a fund (the "first fund"), means a fund which

is managed or advised by the same investment manager or investment

adviser as the first fund or, if it is managed by a different investment

manager or investment adviser, a fund whose investment manager or

investment adviser is an Affiliate of the investment manager or investment

adviser of the first fund;

"Relevant Jurisdiction" means the Republic of Serbia;

"Relevant Market" means the European interbank market;

"Relevant Nominating Body" means any applicable central bank,

regulator or other supervisory authority or a group of them, or any working

group or committee sponsored or chaired by, or constituted at the request

of, any of them or the Financial Stability Board. "Relevant Party" has the meaning given in paragraph (b) of

Clause 12.6

(VAT);

"Repayment Date" means

the First Repayment Date; and

each date falling at six (6) monthly intervals after the First

Repayment Date;

"Repeating Representations" means each of the representations set out

in and

Clauses 17.16

(Anti-corruption law) to 17.26 (No additional export credit financing);

"Replacement Benchmark" means a benchmark rate which is:

formally designated, nominated or recommended as the

replacement for a Screen Rate by:

the administrator of that Screen Rate (provided that the

market or economic reality that such benchmark rate

measures is the same as that measured by that Screen

Rate); or

ii)

any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally

designated, nominated or recommended under both paragraphs, the

"Replacement Benchmark" will be the replacement under

paragraph (ii) above;

in the opinion of the Majority Lenders, the Borrower and UK Export

Finance, generally accepted in the international or any relevant

domestic syndicated loan markets as the appropriate successor to a

Screen Rate; or

in the opinion of the Majority Lenders, the Borrower and UK Export

Finance, an appropriate successor to a Screen Rate.

"Representative" means any delegate, agent, manager, administrator,

nominee, attorney, trustee or custodian;

"Required Documents" means:

in the case of a Reimbursement Request the documents described

in paragraph 11 of Part A (Form of Reimbursement Request) of

Schedule 3 (Utilisation Requests); and

in the case of a Payment Request, the documents to be appended

to the Exporter Payment Request in accordance with paragraph 8 of

the form of Exporter Payment Request set out in the appendix to

Part B (Form of Payment Request) of Schedule 3 (Utilisation

Requests);

"Reserves" of a state means the official external reserves of that state, by

whoever and in whatever form owned, held, administered or controlled

(including any not owned or not held or not administered or not controlled

by that state but customarily regarded and held out as its official external

reserves);

"RFR" means the euro short term rate (€STR) administered by the

European Central Bank (or any other person which takes over the

administration of that rate) published by the European Central Bank (or any

other person which takes over publication of that rate);

"RFR Banking Day" means a day (other than a Saturday or a Sunday)

which is a TARGET Day;

"Sanctions Authority" means:

the United States of America;

the United Nations Security Council;

the European Union;

OFAC and the U.S. Department of State;

any member state of the European Union; and

the UK;

"Sanctions Laws and Regulations" means any economic, financial or

trade sanctions laws, regulations, embargoes or restrictive measures

administered, enacted or enforced by any Sanctions Authority from time to

time;

"Sanctioned Country" means, at any time, a country, region or territory

which is itself the subject or target of any Sanctions Laws and Regulations

(at the time of this Agreement, including but not limited to, Crimea, Cuba,

Iran, North Korea and Syria);

"Sanctioned Person" means, at any time, (a) any person listed in any

Sanctions Laws and Regulations-related list of designated persons

maintained by any of the Sanctions Authorities, (b) any person operating,

organized or resident in a Sanctioned Country, (c) any person owned or controlled by any such person or persons described in the foregoing

clauses (a) and (b), or (d) any Person otherwise the subject of any

Sanctions Laws and Regulations;

"Screen Rate" means the euro interbank offered rate administered by the

European Money Markets Institute (or any other person which takes over

the administration of that rate) for the relevant period displayed (before any

correction, recalculation or republication by the administrator) on page

EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson

Reuters page which displays that rate) or on the appropriate page of such

other information service which publishes that rate from time to time in

place of Thomson Reuters. If such page or service ceases to be available,

the Agent may specify another page or service displaying the relevant rate

after consultation with the Borrower;

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

the methodology, formula or other means of determining that Screen

Rate has, in the opinion of the Majority Lenders, the Borrower and

UK Export Finance materially changed;

(b)

(i)

(A) the administrator of that Screen Rate or its supervisor

publicly announces that such administrator is

insolvent; or

(B) information is published in any order, decree, notice,

petition or filing, however described, of or filed with a

court, tribunal, exchange, regulatory authority or

similar administrative, regulatory or judicial body

which reasonably confirms that the administrator of

that Screen Rate is insolvent,

provided that, in each case, at that time, there is no

successor administrator to continue to provide that Screen

Rate;

ii)

the administrator of that Screen Rate publicly announces that

it has ceased or will cease, to provide that Screen Rate

permanently or indefinitely and, at that time, there is no

successor administrator to continue to provide that Screen

Rate;

iii)

the supervisor of the administrator of that Screen Rate

publicly announces that such Screen Rate has been or will be

permanently or indefinitely discontinued; or

iv)

the administrator of that Screen Rate or its supervisor

announces that that Screen Rate may no longer be used; or

in the opinion of the Majority Lenders, the Borrower and UK Export

Finance, that Screen Rate is otherwise no longer appropriate for the

purposes of calculating interest under this Agreement.

"Security" means any mortgage, charge, pledge, lien or other security

interest securing any obligation of any person or any other agreement or

arrangement having a similar effect;

"Side Letter" means the side letter dated on or about the date of this

Agreement between the Agent and the Borrower;

"Social Environment" means elements of the social environment including

all, or any, of the following:

human rights, including without limitation community, labour and

workers' rights and conditions;

human health, safety and security, including without limitation health,

safety and security relating to the community, public and workforce;

rights and interests and empowerment of indigenous peoples, ethnic

minorities and vulnerable groups;

cultural heritage (whether tangible or intangible) and archaeological

artefacts;

continued physical settlement, economic placement and/or

livelihood of persons (including in relation to involuntary physical

resettlement or economic displacement); and

public participation and stakeholder engagement;

"Specified Time" means a day or time determined in accordance with

Schedule 6 (Timetables);

"Subsidiary" means a company or corporation:

which is controlled, directly or indirectly, by a company or

corporation or a government agency (a "holding corporation");

more than half the issued share capital of which is beneficially

owned, directly or indirectly, by the holding corporation; or

which is a Subsidiary of another Subsidiary of the holding

corporation;

"Supplier" has the meaning given in paragraph (b) of

Clause 12.6

(VAT);

"TA Contract" means the contract or engagement letter for the technical

advisory services including on the integration of two designs in relation to

the Project, entered into or, as the context may require, to be entered into

with the IESC provided in limb (a) of the definition of IESC(s), if required by

UK Export Finance;

"TARGET2" means the Trans-European Automated Real-time Gross

Settlement Express Transfer payment system which utilises a single shared

platform and which was launched on 19 November 2007;

"TARGET Day" means any day on which TARGET2 is open for the

settlement of payments in euro;

"Tax" means any tax, levy, impost, duty or other charge or withholding of a

similar nature (including any penalty or interest payable in connection with

any failure to pay or any delay in paying any of the same);

"Tax Credit" has the meaning given in paragraph (a) of

Clause 12.1

(Tax

definitions);

"Tax Deduction" has the meaning given in paragraph (a) of

Clause 12.1

(Tax definitions);

"Tax Payment" has the meaning given in paragraph (a) of

Clause 12.1

(Tax

definitions);

"Term Rate Loan" means any Loan or, if applicable, Unpaid Sum to the

extent that it is not, or has not become a Compounded Rate Loan for its

then current Interest Period pursuant to

Clause 10.1

(Unavailability of

Screen Rate);

"Third Parties Act" means the Contracts (Rights of Third Parties) Act 1999;

"Total Commitments" means the aggregate of the Commitments being

EUR 260,000,000 at the date of this Agreement;

"Transaction Documents" means the Finance Documents and the Export

Contract;

"Transfer Certificate" means a certificate substantially in the form set out

in Schedule 4 (Form of Transfer Certificate) or any other form agreed

between the Agent and the Borrower; "Transfer Date" means, in relation to an assignment or a transfer, the later

of:

the proposed Transfer Date specified in the relevant Assignment

Agreement or Transfer Certificate, and

the date on which the Agent executes the relevant Assignment

Agreement or Transfer Certificate;

"UK" means the United Kingdom of Great Britain and Northern Ireland;

"UK Export Finance" has the meaning given in Recital (E);

"UKEF Application Form" means the application form relating to the

Export Contract provided by the Exporter to UK Export Finance on 7 May

2025, as amended from time to time;

"UKEF Guarantee" means the guarantee given or to be given by UK

Export Finance to the Lenders relating to this Agreement as referred to in

Recital (E);

"UKEF Support Fee" means the sum of EUR 18,122,000.00, being the fee

payable to UK Export Finance in relation to the issue of its UKEF

Guarantee;

"Unpaid Sum" means any sum due and payable but unpaid by the

Borrower under the Finance Documents;

"US" means the United States of America;

"Utilisation" means a utilisation of the Facility;

"Utilisation Date" means the date of a Utilisation, being the date on which

the relevant Loan is to be made;

"Utilisation Request" means:

a Reimbursement Request; or

a Payment Request.

"VAT" means:

any value added tax imposed by the Value Added Tax Act 1994;

any value added tax as provided for in the Value Added Tax Act

(Zakon o porezu na dodatu vrednost), Official Gazette of the

Republic of Serbia, nos. 84/2004, 86/2004, 61/2005, 61/2007,

93/2012, 108/2013, 6/2014, 68/2014, 142/2014, 5/2015. 83/2015, 5/2016, 108/2016, 7/2017, 113/2017, 13/2018, 30/2018,4/2019,

72/19, 8/2020, 153/2020, 138/2022 and 94/2024;

any tax imposed in compliance with the Council Directive of 28

November 2006 on the common system of value added tax (EC

Directive 2006/112); and

any other tax of a similar nature, whether imposed in the United

Kingdom or in a member state of the European Union in substitution

for, or levied in addition to, such tax referred to in paragraphs (a), (b)

and (c) above, or imposed elsewhere; and

"World Bank" means the World Bank Group, including the International

Bank for Reconstruction and Development, The International Development

Association (IDA), The International Finance Corporation (IFC) and The

Multilateral Investment Guarantee Agency (MIGA).

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