<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И ЕВРОПЕЙСКИМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О КОМПЛЕКСЕ ЗАЩИТНЫХ СООРУЖЕНИЙ ДЛЯ ЗАЩИТЫ САНКТ-ПЕТЕРБУРГА ОТ НАВОДНЕНИЙ> (operation number 18221) [англ.](Заключено в г. Москве 20.12.2002)


Operation Number 18221
LOAN AGREEMENT
(ST PETERSBURG FLOOD PROTECTION BARRIER)
BETWEEN THE RUSSIAN FEDERATION AND EUROPEAN BANK
FOR RECONSTRUCTION AND DEVELOPMENT
(Moscow, 20.XII.2002)
Agreement dated 20 December 2002 between the Russian Federation (the "Borrower") and European bank for reconstruction and development (the "Bank").
Preamble
Whereas, the Bank has been established to provide financing for specific projects to foster the transition towards open market-oriented economies and to promote private and entrepreneurial initiative in the Central and Eastern European countries committed to and applying the principles of multiparty democracy, pluralism and market economics;
whereas, the Borrower intends to implement the Project as described in Schedule 1 which is designed to assist in completion of the construction of the St Petersburg Flood Protection Barrier (the "Barrier") to protect the City of St Petersburg against flooding;
whereas, the Borrower has requested assistance from the Bank in financing part of the Project;
whereas, Parts A1 to A9 and B1 to B3 of the Project as set forth in Schedule 1 will be implemented by the State Committee for Construction, Housing and Communal Complex of the Russian Federation (the "Implementing Agency");
whereas, a federal entity, referred to as the St Petersburg Barrier Authority (the "Barrier Authority"), which will be responsible for operating and maintaining the Barrier, will be established;
whereas, the Borrower intends to contract a loan from the European Investment Bank ("EIB") in an amount equivalent to Euro 40,000,000 to assist in financing the Project, subject the terms and conditions to be set forth in an agreement (the "EIB Co-financing Agreement") between the Borrower and EIB;
whereas, the Borrower intends to contract a loan from the Nordic Investment Bank ("NIB"), (together with EIB, the "Co-financiers") in an amount equivalent to USD 40,000,000 to assist in financing the Project, subject the terms and conditions to be set forth in an agreement (the "NIB Co-financing Agreement"), (together with the EIB Co-Financing Agreement, the "Co-financing Agreements") between the Borrower and NIB;
whereas, the Borrower will provide the balance of the funds required to finance the Project, including the additional funds required if either or both of the Co-financing Agreements are not signed, do not become effective or are suspended or terminated.
whereas, the Bank has agreed on the basis of, inter alia, the foregoing to make a loan to the Borrower in the amount of United States Dollars Two Hundred and Forty Five Million (USD 245,000,000), subject to the terms and conditions set forth or referred to in this Agreement.
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 February 1999 are hereby incorporated into and made applicable to this Agreement with the same force and effect as if they were fully set forth herein, subject, however, to the following modifications (such provisions as so modified are hereinafter called the "Standard Terms and Conditions"):
(a) The definition of "Unwinding Costs" in Section 2.02 of the Standard Terms and Conditions shall, for the purposes of this Agreement, be modified to read as follows:
"Unwinding Costs" means the amount by which the Original Income Stream exceeds the Substitute Income Stream, where:
(a) "Original Income Stream" means the aggregate of the present values of the payments of principal and interest which would have become due to the Bank during the Calculation Period (as defined below) on the portion of the Loan which is subject to a Fixed Interest Rate if such prepayment, acceleration or cancellation had not occurred and if interest accrued on such portion of the Loan at the Relevant Market Interest Rate for such portion of the Loan.
(b) "Substitute Income Stream" means the sum of:
(1) the aggregate of the present values of any remaining
payments of principal and interest which, after taking into
account such prepayment, cancellation or acceleration, would
become due to the Bank during the Calculation Period on the
portion of the Loan which is subject to a Fixed Interest Rate
if interest accrued on such portion of the Loan at the
Relevant Market Interest Rate for such portion of the Loan;
and
(2) as applicable:
(A) in the case of a prepayment pursuant to Section
3.07 of the Standard Terms and Conditions, the present
value of the amount of the Loan to be prepaid, determined
by discounting such amount from the date such prepayment
becomes due to the Calculation Date (as defined below) at
the Discount Rate (as defined below); and/or
(B) in the case of any other prepayment, the amount of
the Loan which has been prepaid; and/or
(C) in the case of an acceleration, the present value
of the amount of the Loan which has been accelerated,
determined by discounting such amount from the date such
acceleration becomes effective to the Calculation Date at
the Discount Rate; and/or
(D) in the case of a cancellation, the present value
of the amount of the Loan which has been cancelled,
determined by discounting such amount from the Last
Availability Date to the Calculation Date at the Discount
Rate.
(c) For purposes of paragraphs (a) and (b)(1) above, the present value of each payment of principal and interest shall be determined by discounting the amount of such payment from its due date to the Calculation Date using the Discount Rate.
(d) "Calculation Date" means:
(1) in the case of a prepayment pursuant to Section 3.07
of the Standard Terms and Conditions, the date two Business
Days prior to the date such prepayment becomes due or, at the
Bank"s option, the date such prepayment becomes due;
(2) in the case of any other prepayment, the date such
prepayment is made or such later date as the Bank may select
in its discretion; and
(3) in the case of an acceleration or cancellation, the
date two Business Days prior to the date such acceleration or
cancellation becomes effective or, at the Bank"s option, the
date such acceleration or cancellation becomes effective.
(e) "Calculation Period" means:
(1) in the case of a prepayment pursuant to Section 3.07
of the Standard Terms and Conditions, the period commencing on
the date such prepayment becomes due and ending on the final
Loan Repayment Date;
(2) in the case of any other prepayment, the period
commencing on the date such prepayment is made, or such later
date as the Bank may select in its discretion, and ending on
the final Loan Repayment Date; and
(3) in the case of an acceleration or cancellation, the
period commencing on the date such acceleration or
cancellation becomes effective and ending on the final Loan
Repayment Date.
(f) "Discount Rate" means the discount factor for the relevant maturity derived from the par swap curve for the Loan Currency which is available to the Bank in the interest rate swap and options market on the Calculation Date."
(b) Section 3.10 of the Standard Terms and Conditions shall, for the purposes of this Agreement, be modified to read as follows:
"Section 3.10. Unwinding Costs
(a) If, for any reason (including, without limitation, an acceleration pursuant to Section 7.06 of the Standard Terms and Condition), any portion of the Loan which is subject to a Variable Interest Rate becomes due and payable on a date other than the last day of an Interest Period, the Borrower shall pay to the Bank on demand the amount, if any, by which:
(1) the interest which would have accrued on such portion
of the Loan from the date on which such portion of the Loan
has become due and payable to the last day of the then current
Interest Period at a rate equal to the Relevant Market
Interest Rate for such portion of the Loan for such Interest
Period;
exceeds:
(2) the interest which the Bank would be able to obtain if
it were to place an amount equal to such portion of the Loan
on deposit with a leading bank in the London interbank market
for the period commencing on the date on which such portion of
the Loan has become due and payable and ending on the last day
of the then current Interest Period.
(b) If, at any time:
(1) the Borrower gives a notice, pursuant to Section 3.07
of the Standard Terms and Conditions, of prepayment of any
portion of the Loan which is subject to a Fixed Interest Rate
or the Borrower otherwise prepays any such portion of the
Loan;
(2) any portion of the Loan which is subject to a Fixed
Interest Rate is accelerated pursuant to Section 7.06 of the
Standard Terms and Conditions or otherwise becomes due prior
to its stated maturity; or
(3) any portion of the Loan which is subject to a Fixed
Interest Rate is cancelled pursuant to Section 3.08, 7.02 or
7.06 of the Standard Terms and Conditions or is otherwise
cancelled;
the Borrower shall, in addition to any prepayment administrative fee, cancellation fee or other amounts payable in connection therewith, pay to the Bank on demand the amount of any Unwinding Costs; provided that, if the amount of such Unwinding Costs is negative, the Bank shall, on the next Interest Payment Date, credit to the Borrower, in the Loan Currency, the amount of such Unwinding Costs.
(c) If any overdue amount is paid on a date other than the last day of a Default Interest Period, the Borrower shall pay to the Bank on demand the amount, if any, by which:
(1) the interest which would have accrued on such overdue
amount from the date of receipt of such overdue amount to the
last day of the then current Default Interest Period at a rate
equal to the rate specified in Section 3.09(a)(iii) of the
Standard Terms and Conditions for such Default Interest
Period;
exceeds:
(2) the interest which the Bank would be able to obtain if
it were to place an amount equal to such overdue amount on
deposit with a leading bank in the London interbank market for
the period commencing on the date of receipt of such overdue
amount and ending on the last day of the then current Default
Interest Period.
d) A certificate of the Bank as to any amount payable under this Section 3.10 shall be final, conclusive and binding on the Borrower unless shown by the Borrower to the satisfaction of the Bank to contain manifest error."
Section 1.02
Definitions
Wherever used in this Agreement (including the Preamble and Schedules), 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 have the respective meanings given to them therein and the following terms have the following meanings:
"Borrower"s Authorised means the Minister of Finance of the
Representative" Borrower or the Deputy Minister of
Finance of the Borrower, except as
specified in Section 2.04.
"Capital Maintenance means the costs of performing Capital
Costs" Maintenance Requirements.
"Capital Maintenance means major and infrequent maintenance
Requirements" work requiring expertise and equipment
beyond the capability of the staff of the
Barrier Authority.
"City" means the Administration of the City of
Saint Petersburg, the Russian Federation.
"Dollars" or "USD" means the lawful currency of the United
States of America.
"Environmental means the environmental action plan
Action Plan" consisting of the environmental action
plan provided by W.L. Delft Hydraulics
FEI dated 26 August 2002 and the Action
Plan for Environmental Impacts Related to
Barrier Construction and for Barrier
Operation prepared by Netherlands
Engineering Consortium dated October 2002
and delivered to the Bank by the Borrower
which includes (i) mitigation measures
for construction impacts, (ii) measures
for environmental benefits, (iii)
environmental monitoring, (iv) integrated
water resource management and (v) a
public information programme, as such
environmental action plan may be amended
from time to time with the prior written
consent of the Bank
"Environmental Impact means the environmental impact assessment
Assessment" dated 25 June 2002 prepared by W.L. Delft
Hydraulics FEI.
"Environmental means (i) prior to the Project Completion

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