ANNEX 4 TO SECTION 3

Annex 4 to Section 3

Model PERFORMANCE BOND provided in connection with the Framework Agreement and Access Contract (updated in December 2022)

WHEREAS

- a Framework Agreement for using the capacity of the railway infrastructure, expiring on ………………… for the estimated amount of € ……………… (……….) has been entered into by Rete Ferroviaria Italiana Società per Azioni (hereinafter RFI) and the Railway Undertaking ……….. (hereinafter the RU or Company), based in …………………………….. and represented by Mr. ……………………………………..; - the RU ……………………. is required to provide a guarantee for the amount of € ……………………………., in the form of an on-demand performance bond, for the accurate e full compliance with its contractual obligations;

[in the cases provided in § 3.3.1.1] - the said performance bond shall guarantee all the obligations undertaken by the RU to RFI, under the access contracts entered into from ……………………, in connection with the above mentioned Framework Agreement.

NOW THEREFORE

………………………….. (the bond issuing entity), through its legal representatives Mr. ……………………………………….. , hereby undertakes to stand surety in the interest of ……………………………………….. and for RFI, up to the amount of € ………………….. in respect of the effects and precise fulfilment of the obligations undertaken by the principal under the Framework Agreement and [in the cases provided in § 3.3.1.1] Access Contracts to the above mentioned railway infrastructure. This performance bond shall comply with all the applicable regulatory and legislative constraints and provisions governing guarantee deposits, also in the case any general failures by the RU, with regard to any obligations undertaken by it, are mutually settled by the RU and RFI.

Consequently, also in the latter case, in the event of the circumstance of the total or partial enforcement of the performance bond in favour of this Company, RFI may avail itself of this performance bond – pursuant to which ………….. (the bond issuing entity) undertakes to pay, simply upon the demand, in writing, by registered letter with proof of receipt or via CEM, within 30 (thirty) days from the receipt thereof, the amount that will be quantified, albeit within the ceiling of € ……………………… - without any reservations or claims of any kind and without the possibility to file challenges or objections, with respect thereto, or to request proof, evidence or documents regarding any failures that have given rise to the enforcement of the bond, with the ensuing possibility for ……………………………… (the bond issuing entity) to file claims or objections of any kind, sort or nature, with regard to the events relating to the main bond relationship, including the bankruptcy of the RU or other insolvency proceedings. The above shall apply also in the case of objections or claims – arising from the contractual relationship with RFI – by the RU or of proceedings pending prior to the Judicial Authorities. ……(the Guarantor Institute) states that it is willing to provide and issue, as is, this surety bond with formal waiver of the benefit of prior enforcement against the main debtor pursuant to Section 1944 of the Italian Civil Code. Furthermore, the……(the Guarantor Institute) waives the right to object to the time limit pursuant to Article 1957 of the Italian Civil Code. The parties also covenant and agree that this performance bond shall be released in date …………………… and provided that, at the date of release, there are no pending objections, claims or disputes. The release shall be effected in a single instalment through the restitution of the bond. Any disputes arising out of or from the interpretation, enforcement and redemption of the bond shall be exclusively referred to and finally settled by the Court of Rome.

Signature ______________________________

NB:

 The signature on the performance bond shall be authenticated by a notary public, who must establish the powers and qualifications of the signatory.  If the document referred to herein is attached as an appendix to any standard forms of contract (general policy terms and conditions), the performance bond issuer shall add a declaration to the effect that the performance bond itself shall prevail over the said standard forms of contract.