<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА ПО УПРАВЛЕНИЮ ОКРУЖАЮЩЕЙ СРЕДОЙ> (loan number 3806 ru) [англ.](Заключено в г. Вашингтоне 06.02.1995)
Loan Number 3806 RU
LOAN AGREEMENT
(ENVIRONMENTAL MANAGEMENT
PROJECT)
BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL
BANK FOR
RECONSTRUCTION
AND DEVELOPMENT
(Washington, 6.II.1995)
Agreement,
dated February 6, 1995, between Russian Federation (the Borrower) and
International Bank for Reconstruction and Development (the Bank).
Whereas. (A) the Borrower, having satisfied itself as to the feasibility and
priority of the Project described in Schedule 2 to this Agreement, has requested
the Bank to assist in the financing of the Project;
(B) The Borrower
intends to continue its discussions with the Swiss Ministry of Foreign Economic
Relations regarding a grant to the Borrower in the amount of 10 million Swiss
Francs to assist the Borrower in the fulfillment of the objectives of the
Borrower"s Environmental Framework Program; and
(C) The Borrower intends
to establish the National Pollution Abatement Facility (the NPAF, as defined in
this Agreement), through a resolution of the Borrower, in accordance with this
Agreement, and appoint the NPAF to carry out Part B of the Project with the
Borrower"s assistance, as provided in this Agreement;
Whereas the Bank
has agreed, on the basis, inter alia, of the foregoing, to extend the Loan to
the Borrower upon the terms and conditions set forth in this Agreement;
Now therefore the parties hereto hereby agree as follows:
Article
I
General Conditions; Definitions
Section 1.01. The "General Conditions
Applicable to Loan and Guarantee Agreements" of the Bank, dated January 1, 1985
with the modifications set forth below (the General Conditions) constitute an
integral part of this Agreement:
(a) The last sentence of Section 3.02 is
deleted.
(b) In Section 6.02, sub-paragraph (k) is re-lettered as
sub-paragraph (1) and a new sub-paragraph (k) is added to read:
"(k) An
extraordinary situation shall have arisen under which any further withdrawals
under the Loan would be inconsistent with the provisions of Article III, Section
3 of the Bank"s Articles of Agreement."
Section 1.02. Unless the context
otherwise requires, the several terms defined in the General Conditions and in
the Preamble to this Agreement have the respective meanings therein set forth
and the following additional terms have the following meanings:
(a)
"Advance Agreement" means any agreement between the Borrower and a proposed
Sub-borrower, entered into pursuant to Section 3.3 (d) of this Agreement, as the
same may be amended from time to time, concerning an Investment Project
Preparation Advance;
(b) "CPPI" means the Borrower"s Center for Project
Preparation and Implementation, a non-commercial organization founded by the
MEPNR pursuant to MEPNR Order No. 247, dated December 2, 1993, and duly
registered on December 30, 1993, by the Division on Registration of
Noncommercial Organizations, Department of Social and Political Relations,
Municipal Government of Moscow;
(c) "CPPI Statutes" means the statutes,
decision, charter, or other founding instruments of the CPPI, including any
legal and regulatory enactments upon which such instruments are based, in
existence as of the day and year of this Agreement;
(d) "CPPI Supervisory
Board" means the supervisory board of the CPPI consisting of representatives of
the Borrower"s ministries and agencies, and chairpersons of the supervisory
committees of Project subcomponents, and responsible for overall coordination
and monitoring of the Project;
(e) "Investment Project" means a high
priority resource recovery / pollution abatement project selected in accordance
with the procedures and eligibility criteria set forth in Sections A and B of
Schedule 7 to this Agreement and proposed to be carried out by a Sub-borrower
utilizing the proceeds of the NPAF Sub-loan;
(f) "Investment Project
Preparation Advance" means a foreign currency advance made or proposed to be
made by the Borrower, out of the proceeds of the Loan, pursuant to Section 3.03
(c) and (d) of this Agreement, to a proposed Sub-borrower for the preparation of
technical, environmental, financial, and legal information concerning a proposed
Investment Project;
(g) "MEPNR" means the Borrower"s Ministry of
Environmental Protection and Natural Resources;
(h) "MOF" means the
Borrower"s Ministry of Finance;
(i) "NPAF" means the National Pollution
Abatement Facility to be established by the Borrower pursuant to Section 3.03
(a) of this Agreement;
(j) "NPAF Account" means a separate bank account
established and maintained by the Borrower on terms and conditions set forth in
Section 4.02 of this Agreement;
(k) "NPAF Sub-loan" means a foreign
currency sub-loan made or proposed to be made by the Borrower, pursuant to a
Subsidiary Loan Agreement, out of the proceeds of the Loan to a Sub-borrower for
an Investment Project;
(l) "NPAF Supervisory Board" means the supervisory
board responsible for consideration and approval of Investment Projects,
established pursuant to the Resolution and consisting of representatives of the
relevant ministries and agencies of the Borrower;
(m) "Operating
Instructions" means instructions containing the operating procedures and
policies of the NPAF, adopted pursuant to Section 3.03 (h) of this
Agreement;
(n) "Project Preparation Advance" means the project
preparation advance granted by the Bank to the Borrower pursuant to an exchange
of letters, dated January 14, 1993, and March 31, 1993, between the Bank and the
Borrower;
(o) "Resolution" means the resolution or resolutions, and all
attachments thereto, adopted by the Borrower pursuant to Section 3.03 (a) of
this Agreement, as the same may be amended from time to time in agreement with
the Bank;
(p) "Special Account" means the account referred to in Section
2.02 (b) of this Agreement;
(q) "Sub-borrower" means an enterprise or
entity selected in accordance with the procedures set forth in Sections A and B
of Schedule 7 to this Agreement to carry out an Investment Project; and
(r) "Subsidiary Loan Agreement" means any agreement between the Borrower and a
Sub-borrower, entered into pursuant to Section 3.03 (f) of this Agreement, as
the same may be amended from time to time, concerning the financing of an
Investment Project by the Borrower, and such term includes all schedules to such
Subsidiary Loan Agreement.
Article II
The Loan
Section 2.01. The
Bank agrees to lend to the Borrower, on the terms and conditions set forth or
referred to in the Loan Agreement, various currencies that shall have an
aggregate value equivalent to the amount of one hundred ten million dollars
(110,000,000 USD), being the sum of withdrawals of the proceeds of the Loan,
with each withdrawal valued by the Bank as of the date of such withdrawal.
Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account
in accordance with the provisions of Schedule 1 to this Agreement for:
(i) amounts paid (or if the Bank shall so agree, to be paid) by the Borrower on
account of withdrawals made by a Sub borrower under a NPAF Sub-loan to meet the
reasonable cost of goods and services required for the Investment Project in
respect of which the withdrawal from the Loan Account is requested; and
(ii) expenditures made (or, if the Bank shall so agree, to be made) in respect
of the reasonable cost of goods and services required under Parts A, B(1) and C
of the Project and to be financed out of the proceeds of the Loan.
(b)
The Borrower shall, for the purposes of the Project, open and maintain in
Dollars a special account in a commercial bank, on terms and conditions
satisfactory to the Bank, including appropriate protection against set-off,
seizure or attachment. Deposits into, and payments out of, the Special Account
shall be made in accordance with the provisions of Schedule 6 to this
Agreement.
(c) Promptly after the Effective Date, the Bank shall, on
behalf of the Borrower, withdraw from the Loan Account and pay to itself the
amount required to repay the principal amount of the Project Preparation Advance
withdrawn and outstanding as of such date and to pay all unpaid charges thereon.
The unwithdrawn balance of the authorized amount of the Project Preparation
Advance shall thereupon be cancelled.
Section 2.03. The Closing Date
shall be June 30, 2001, or such later date as the Bank shall establish. The Bank
shall promptly notify the Borrower of such later date.
Section 2.04. The
Borrower shall pay to the Bank a commitment charge at the rate of three-fourths
of one percent (3/4 of 1%) per annum on the principal amount of the Loan not
withdrawn from time to time.
Section 2.05. (a) The Borrower shall pay
interest on the principal amount of the Loan withdrawn and outstanding from time
to time, at a rate for each Interest Period equal to the Cost of Qualified
Borrowings determined in respect of the preceding Semester, plus one-half of one
percent (1/2 of 1%). On each of the dates specified in Section 2.06 of this
Agreement, the Borrower shall pay interest accrued on the principal amount
outstanding during the preceding Interest Period, calculated at the rate
applicable during such Interest Period.
(b) As soon as practicable after
the end of each Semester, the Bank shall notify the Borrower of the Cost of
Qualified Borrowings determined in respect of such Semester.
(c) For the
purposes of this Section:
(i) "Interest Period" means a six-month period
ending on the date immediately preceding each date specified in Section 2.06 of
this Agreement, beginning with the Interest Period in which this Agreement is
signed.
(ii) "Cost of Qualified Borrowings" means the cost, as reasonably
determined by the Bank and expressed as a percentage per annum, of the
outstanding borrowings of the Bank drawn down after June 30, 1982, excluding
such borrowings or portions thereof as the Bank has allocated to fund:
(A) the Bank"s investments; and
(B) loans which may be made by the Bank
after July 1, 1989 bearing interest rates determined otherwise than as provided
in paragraph (a) of this Section.
(iii) "Semester" means the first six
months or the second six months of a calendar year.
(d) On such date as
the Bank may specify by no less than six months" notice to the Borrower,
paragraphs (a), (d) and (c) (iii) of this Section shall be amended to read as
follows:
"(a) The Borrower shall pay interest on the principal amount of
the Loan withdrawn and outstanding from time to time, at a rate for each Quarter
equal to the Cost of Qualified Borrowings determined in respect of the preceding
Quarter, plus one-half of one percent (1/2 of 1%). On each of the dates
specified in Section 2.06 of this Agreement, the Borrower shall pay interest
accrued on the principal amount outstanding during the preceding Interest
Period, calculated at the rates applicable during such Interest Period."
"(b) As soon as practicable after the end of each Quarter, the Bank shall notify
the Borrower of the Cost of Qualified Borrowings determined in respect of such
Quarter."
"(c) (iii) "Quarter" means a three-month period commencing on
January 1, April 1, July 1 or October 1 in a calendar year."
Section
2.06. Interest and other charges shall be payable semiannually on March 1 and
September 1 in each year.
Section 2.07. The Borrower shall repay the
principal amount of the Loan in accordance with the amortization schedule set
forth in Schedule 3 to this Agreement.
Article III
Execution of the
Project
Section 3.01. The Borrower declares its commitment to the objectives
of the Project as set forth in Schedule 2 to this Agreement, and, to this end
shall carry out the Project with due diligence and efficiency and in conformity
with appropriate administrative, financial, environmental and commercial
practices and shall provide, promptly as needed, the funds, facilities, services
and other resources required for the Project.
Section 3.02. Without
limitation or restriction upon any of its other obligations under the Loan
Agreement, the Borrower shall, except as the Borrower and the Bank shall
otherwise agree, carry out the Project in accordance with the Implementation
Program set forth in Schedule 5 to this Agreement.
Section 3.03. Without
limitation or restriction upon any of its other obligations under the Loan
Agreement and except as the Borrower and the Bank shall otherwise agree, the
Borrower shall, for the purpose of carrying out Part B of the Project:
(a) adopt a resolution (the Resolution) satisfactory to the Bank, establishing
the NPAF and authorizing the carrying out of Part B of the Project in accordance
with Schedules 5, 7 and 8 to this Agreement, and including, without limitation,
the terms and conditions governing:
(i) the use by the NPAF of Loan
proceeds and goods and services financed by the Loan;
(ii) the rights and
responsibilities of the MOF, MEPNR, NPAF Supervisory Board, CPPI and other
appropriate parties of the Borrower with respect to the NPAF;
(iii) the
NPAF Account;
(iv) procedures, eligibility criteria and terms and
conditions related to the Investment Projects; and
(v) maintenance and
audit of records and accounts of the NPAF, and disclosure of information related
to the NPAF, in accordance with Article IV of this Agreement;
(b) adopt
all necessary internal legal and regulatory decisions to enable NPAF Sub-loans
and Investment Project Preparation Advances to be made out of the proceeds of
the Loan to Sub-borrowers;
(c) ensure that, unless the Bank shall
otherwise agree, Investment Project Preparation Advances will be made in
accordance with the procedures and eligibility criteria set forth in Sections A
and B of Schedule 8 to this Agreement;
(d) ensure that each Investment
Project Preparation Advance is made pursuant to an advance agreement (the
Advance Agreement) entered into between the Borrower and the proposed
Sub-borrower, under terms and conditions which shall have been approved by the
Bank and which shall include, without limitation, the terms and conditions set
forth in Section C of Schedule 8 to this Agreement;
(e) ensure that,
unless the Bank shall otherwise agree, Investment Projects are selected and
approved in accordance with the procedures and eligibility criteria set forth in
Sections A and B of Schedule 7 to this Agreement;
(f) ensure that each
NPAF Sub-loan is made pursuant to a subsidiary loan agreement (the Subsidiary
Loan Agreement) entered into between the Borrower and the Sub-borrower, under
terms and conditions which shall have been approved
