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

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21.Čl. 21.1–21.10

CHANGES TO THE LENDERS

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Clause21.1

Assignments and transfers by the Lenders

Subject to the consent of UK Export Finance and this

Clause 21

, a Lender

(the "Existing Lender") may:

assign any of its rights; and/or

transfer by novation any of its rights and obligations under the

Finance Documents,

to another bank or financial institution or to a trust, fund or other entity

regularly engaged in or established for the purpose of making, purchasing

or investing in loans, securities or other financial assets, an Affiliate,

insurers, reinsurers, any funding vehicle established and managed (or the

assets of which are serviced or managed) by a Lender or any third party, for

the purpose of securitising or otherwise funding loans or to UK Export

Finance (the "New Lender").

Clause21.2

Conditions of assignment or transfer

An assignment will only be effective on:

(i)

receipt by the Agent (whether in the Assignment Agreement or

otherwise) of written confirmation from the New Lender (in form and

substance satisfactory to the Agent) that the New Lender will

assume the same obligations to the other Finance Parties as it

would have been under if it was an Original Lender; and

ii)

performance by the Agent of all necessary "know your customer" or

other similar checks under all applicable laws and regulations in

relation to such assignment to a New Lender, the completion of

which the Agent shall promptly notify to the Existing Lender and the

New Lender.

A transfer will only be effective if the procedure set out in

Clause 21.5

(Procedure for transfer) is complied with.

If:

(i)

a Lender assigns or transfers any of its rights or obligations under

the Finance Documents or changes its Facility Office; and

ii)

as a result of circumstances existing at the date the assignment,

transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility

Office under

Clause 12

(Tax gross up and indemnities) or Clause

13.1 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only

entitled to receive payment under those Clauses to the same extent as the

Existing Lender or Lender acting through its previous Facility Office would

have been if the assignment, transfer or change had not occurred. This

paragraph (c) shall not apply in respect of an assignment or a transfer

made in the ordinary course of the primary syndication of the Facility.

Each New Lender, by executing the relevant Transfer Certificate or

Assignment Agreement, confirms, for the avoidance of doubt, that the Agent

has authority to execute on its behalf any amendment or waiver that has

been approved by or on behalf of the requisite Lender or Lenders in

accordance with this Agreement on or prior to the date on which the

transfer or assignment becomes effective in accordance with this

Agreement and that it is bound by that decision to the same extent as the

Existing Lender would have been had it remained a Lender.

Clause21.3

Assignment or transfer fee

The New Lender shall, on or before the date upon which an assignment or

a transfer takes effect (other than if the New Lender is UK Export Finance

or an Affiliate of a Lender), pay to the Agent (for its own account) a fee of

EUR 5,000.

Clause21.4

Limitation of responsibility of Existing Lenders

Unless expressly agreed to the contrary, an Existing Lender makes no

representation or warranty and assumes no responsibility to a New Lender

for:

the legality, validity, effectiveness, adequacy or enforceability of the

Finance Documents or any other documents;

ii)

the financial condition of the Borrower;

iii)

the performance and observance by the Borrower of its obligations

under the Finance Documents or any other documents; or

iv)

the accuracy of any statements (whether written or oral) made in or

in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

Each New Lender confirms to the Existing Lender and the other Finance

Parties that it:

has made (and shall continue to make) its own independent

investigation and assessment of the financial condition and affairs of

the Borrower and its related entities in connection with its

participation in this Agreement and has not relied exclusively on any

information provided to it by the Existing Lender in connection with

any Finance Document; and

ii)

will continue to make its own independent appraisal of the

creditworthiness of the Borrower and its related entities whilst any

amount is or may be outstanding under the Finance Documents or

any Commitment is in force.

Nothing in any Finance Document obliges an Existing Lender to:

(i)

accept a re-transfer or re-assignment from a New Lender of any of

the rights and obligations assigned or transferred under this Clause

21; or

ii)

support any losses directly or indirectly incurred by the New Lender

by reason of the non-performance by the Borrower of its obligations

under the Finance Documents or otherwise.

Clause21.5

Procedure for transfer

Subject to the conditions set out in

Clause 21.2

(Conditions of assignment

or transfer) a transfer is effected in accordance with paragraph (c) below,

when the Agent executes an otherwise duly completed Transfer Certificate

delivered to it by the Existing Lender and the New Lender.

The Agent shall, subject to paragraph (c) below, as soon as reasonably

practicable after receipt by it of a duly completed Transfer Certificate

appearing on its face to comply with the terms of this Agreement and

delivered in accordance with the terms of this Agreement, execute that

Transfer Certificate. The Agent shall only be obliged to execute a Transfer

Certificate delivered to it by the Existing Lender and the New Lender once it

is satisfied it has complied with all necessary "know your customer" or other

similar checks under all applicable law in relation to the transfer to such

New Lender.

Subject to

Clause 21.9

(Pro rata interest settlement), on the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender

seeks to transfer by novation its rights and obligations under the Finance Documents, the Borrower and the Existing Lender shall be

released from further obligations towards one another under the

Finance Documents and their respective rights against one another

under the Finance Documents shall be cancelled (being the

"Discharged Rights and Obligations");

ii)

the Borrower and the New Lender shall assume obligations towards

one another and/or acquire rights against one another which differ

from the Discharged Rights and Obligations only insofar as the

Borrower and the New Lender have assumed and/or acquired the

same in place of the Borrower and the Existing Lender;

iii)

the Agent, the Arrangers, the New Lender and the other Lenders

shall acquire the same rights and assume the same obligations

between themselves as they would have acquired and assumed had

the New Lender been an Original Lender with the rights and/or

obligations acquired or assumed by it as a result of the transfer and

to that extent the Agent, the Arrangers and the Existing Lender shall

each be released from further obligations to each other under the

Finance Documents; and

iv)

unless already a Lender, the New Lender shall become a Party as a

"Lender".

Clause21.6

Procedure for assignment

Subject to the conditions set out in

Clause 21.2

(Conditions of assignment

or transfer) an assignment may be effected in accordance with paragraph

below when the Agent executes an otherwise duly completed

Assignment Agreement delivered to it by the Existing Lender and the New

Lender. The Agent shall, subject to paragraph (b) below, as soon as

reasonably practicable after receipt by it of a duly completed Assignment

Agreement appearing on its face to comply with the terms of this

Agreement and delivered in accordance with the terms of this Agreement,

execute that Assignment Agreement.

The Agent shall only be obliged to execute an Assignment Agreement

delivered to it by the Existing Lender and the New Lender once it is

satisfied it has complied with all necessary "know your customer" or other

similar checks under all applicable laws and regulations in relation to the

assignment to such New Lender.

Subject to

Clause 21.9

(Pro rata interest settlement), on the Transfer Date:

(i)

the Existing Lender will assign absolutely to the New Lender the

rights under the Finance Documents expressed to be the subject of

the assignment in the Assignment Agreement;

ii)

the Existing Lender will be released by the Borrower and the other

Finance Parties from the obligations owed by it (the "Relevant

Obligations") and expressed to be the subject of the release in the

Assignment Agreement; and

iii)

the New Lender shall become a Party as a "Lender" and will be

bound by obligations equivalent to the Relevant Obligations.

Lenders may utilise procedures other than those set out in this

Clause 21.6

to assign their rights under the Finance Documents (but not, without the

consent of the Borrower or unless in accordance with

Clause 21.5

(Procedure for transfer), to obtain a release by the Borrower from the

obligations owed to the Borrower by the Lenders nor the assumption of

equivalent obligations by a New Lender) provided that they comply with

the conditions set out in

Clause 21.2

(Conditions of assignment or transfer).

Clause21.7

Copy of Transfer Certificate or Assignment Agreement to the Borrower and to NBS

The Agent shall, as soon as reasonably practicable after it has executed a

Transfer Certificate or an Assignment Agreement, send to the Borrower a

copy of that Transfer Certificate or Assignment Agreement.

The Borrower shall, as soon as reasonably practicable after it has received

a copy of the Transfer Certificate or Assignment Agreement, deliver to the

NBS (copied to the Agent) a written statement:

of acknowledgment of the transfer of the Lenders' rights under the

Finance Documents, and

ii)

(if applicable) consenting to the transfer of the Lenders' obligations

under the Finance Documents for the purposes of reporting the

change to the Lender.

Clause21.8

Security over Lenders' rights

In addition to the other rights provided to Lenders under this

Clause 21

each Lender may without consulting with or obtaining consent from the

Borrower (but subject to obtaining the consent of UK Export Finance), at

any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance

Document to secure obligations of that Lender including, without limitation:

any charge, assignment or other Security to secure obligations to a

federal reserve or central bank; and

ii)

in the case of any Lender which is a fund, any charge, assignment

or other Security granted to any holders (or trustee or

representatives of holders) of obligations owed, or securities issued,

by that Lender as security for those obligations or securities,

except that, without prejudice to the other provisions of this

clause 21.8

, no

such charge, assignment or Security shall:

iii)

release a Lender from any of its obligations under the Finance

Documents or substitute the beneficiary of the relevant charge,

assignment or Security for such Lender as a party to any of the

Finance Documents; or

iv)

require any payments to be made by the Borrower other than or in

excess of, or grant to any person any more extensive rights than,

those required to be made or granted to the relevant Lender under

the Finance Documents.

The limitations on assignments and transfers by a Lender set out in any

Finance Document, in particular in

clause 21.1

(Assignments and transfers

by the Lenders),

clause 21.2

(Conditions of assignment or transfer), clause

21.3 (Assignment or transfer fee),

clause 21.5

(Procedure for transfer),

clauses 21.6

(Procedure for assignment) and 21.7 (Copy of Transfer

Certificate or Assignment Agreement to the Borrower and to NBS) shall not

apply to the creation of Security pursuant to paragraph (a) above.

By virtue of the enforcement of any assignment, charge or Security created

pursuant to paragraph (a) above, subject to any applicable law, as from the

date on which the Agent is notified by the beneficiary of such enforcement

of any such assignment, charge or Security, such beneficiary shall be

deemed to become a Party as a "Lender" in respect of the rights of the

Lender which are subject to any such enforcement.

Clause21.9

Pro rata interest settlement

If the Agent has notified the Lenders that it is able to distribute interest

payments on a "pro rata basis" to Existing Lenders and New Lenders that

have become Lenders then (in respect of any transfer pursuant to Clause

21.5 (Procedure for transfer) or any assignment pursuant to

Clause 21.6

(Procedure for assignment) the Transfer Date of which, in each case, is

after the date of such notification and is not an Interest Payment Date):

any interest or fees in respect of the relevant participation which are

expressed to accrue by reference to the lapse of time shall continue

to accrue in favour of the Existing Lender up to but excluding the

Transfer Date (the "Accrued Amounts") and shall become due and

payable to the Existing Lender (without further interest accruing on

them) on the next succeeding Interest Payment Date; and

ii)

the rights assigned or transferred by the Existing Lender will not

include the right to the Accrued Amounts, so that, for the avoidance

of doubt:

(A) when the Accrued Amounts become payable, those Accrued

Amounts will be payable to the Existing Lender; and

(B) the amount payable to the New Lender that has become a

Lender on that date will be the amount which would, but for

the application of this

Clause 21.9

, have been payable to it on

that date, but after deduction of the Accrued Amounts.

In this

Clause 21.9

references to "Interest Period" shall be construed to

include a reference to any other period for accrual of fees.

Clause21.10

Register

The Agent shall keep an up-to-date register of all the Finance Parties and

shall supply the Borrower, each Finance Party and UK Export Finance with

a copy of the register on request. The register will include each Lender's

Facility Office and contact details for the purposes of this Agreement.

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