GUARANTEE AGREEMENT (SMART METERING) BETWEEN THE REPUBLIC OF SERBIA AND EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Off. Herald of RS - Treaties", No. 22/2021)

(Operation Number 51299)

Dated 14 September, 2021

TABLE OF CONTENTS

ARTICLE I - STANDARD TERMS AND CONDITIONS; DEFINITIONS		1
Section 1.01.	Incorporation of Standard Terms and Conditions	1
Section 1.02.	Definitions	1
Section 1.03.	Interpretation	2
ARTICLE II - GUARANTEE; OTHER OBLIGATIONS		2
Section 2.01.	Guarantee	2
Section 2.02.	Project Completion	2
Section 2.03.	Other Obligations	2
Section 2.04.	Effectiveness of the Guarantee	2
ARTICLE III - MISCELLANEOUS		3
Section 3.01.	Notices	3
Section 3.02.	Legal Opinion	3

GUARANTEE AGREEMENT

AGREEMENT dated 14 September 2021 between THEREPUBLIC OF SERBIA (the "Guarantor") and EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank").

PREAMBLE

WHEREAS, the Guarantor and Elektrodistribucija Srbije d.o.o., Beograd a limited liability company organised and existing under the laws of the Republic of Serbia (the "Borrower") have requested assistance from the Bank in the financing of part of the Project as defined in Section 1.02 of this Agreement;

WHEREAS, pursuant to a loan agreement dated the date hereof between the Borrower and the Bank (the "Loan Agreement" as defined in the Standard Terms and Conditions), the Bank has agreed to make a loan to the Borrower in the amount of EUR 40,000,000 (forty million Euro), subject to the terms and conditions set forth or referred to in the Loan Agreement, but only on the condition that the Guarantor guarantees the obligations of the Borrower under the Loan Agreement as provided in this Agreement; and

WHEREAS, the Guarantor, in consideration of the Bank entering into the Loan Agreement with the Borrower, has agreed to guarantee such obligations of the Borrower.

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE I

STANDARD TERMS AND CONDITIONS; DEFINITIONS

Section 1.01. Incorporation of Standard Terms and Conditions

All of the provisions of the Bank’s Standard Terms and Conditions dated 1 October 2018 are hereby incorporated into and made applicable to this Agreement with the same force and effect as if they were fully set forth herein.

Section 1.02. Definitions

Wherever used in this Agreement (including the Preamble), unless stated otherwise or the context otherwise requires, the terms defined in the Preamble have the respective meanings given to them therein, the terms defined in the Standard Terms and Conditions and the Loan Agreement have the respective meanings given to them therein and the following terms have the following meanings:

"Guarantor’s Authorised Representative"	means the Minister of Finance of the Guarantor.
"Project"	means implementation of smart metering system (AMI/MDM system), including acquisition and installation of metering devices, related IT systems, software, integration, training and PIU and Supervision consultant’s services to support project implementation and related supervision and commissioning activities for the investment component.

Section 1.03. Interpretation

In this Agreement, a reference to a specified Article or Section shall, except where stated otherwise in this Agreement, be construed as a reference to that specified Article or Section of this Agreement.

ARTICLE II

GUARANTEE; OTHER OBLIGATIONS

Section 2.01. Guarantee

The Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of any and all sums due under the Loan Agreement, whether at stated maturity, by acceleration or otherwise, and the punctual performance of all other obligations of the Borrower, all as set forth in the Loan Agreement.

Section 2.02. Project Completion

Whenever there is reasonable cause to believe that the funds available to the Borrower will be inadequate to meet the estimated expenditures required for the carrying out of the Project, the Guarantor shall promptly take measures satisfactory to the Bank to provide the Borrower, or cause the Borrower to be provided, with such funds as are needed to meet such expenditures and requirements.

Section 2.03. Other Obligations

The Guarantor shall exempt from VAT and customs duties all goods, works and services (including consultancy services), procured by the Borrower for the Project and financed from the proceeds of the Loan, or provide for their reimbursement.

Section 2.04.Effectiveness of the Guarantee

This Agreement shall become effective in accordance with Article IX of the Standard Terms and Conditions, including following meeting the condition for ratification of this Agreement by the National Assembly of the Republic of Serbia.

ARTICLE III

MISCELLANEOUS

Section 3.01. Notices

The following addresses are specified for purposes of Section 10.01 of the Standard Terms and Conditions:

For the Guarantor:

Ministry of Finance of Republic of Serbia

Kneza Milosa 20,

11,000 Belgrade, Serbia

Attention:	Minister of Finance
Fax:	+ 381 11 361 8961
Email:	kabinet@mfin.gov.rs

For EBRD:

European Bank for Reconstruction and Development
One Exchange Square
London EC2A 2JN
United Kingdom

Attention:	Operation Administration Department / Operation No. 51299
Telephone:	+44 20 7338 6000
Email:	oad@ebrd.com

Section 3.02. Legal Opinion

For purposes of Section 9.03(b) of the Standard Terms and Conditions and in accordance with Section 6.02 of the Loan Agreement, the opinion or opinions of counsel shall be given on behalf of the Guarantor by the Ministry of Justice of the Republic of Serbia.

IN WITNESS WHEREOF the parties hereto, acting through their duly authorised representatives, have caused this Agreement to be signed in four copies in the English language and delivered at Belgrade, Serbia as of the day and year first above written.

THE REPUBLIC OF SERBIA

By:	______________________________
Name:	Saša Stevanović
Title:	State Secretary, Ministry of Finance

EUROPEAN BANK
FOR RECONSTRUCTION AND DEVELOPMENT

By:	______________________________
Name:	Nandita Parshad
Title:	Managing Director, Sustainable Infrastructure Group