<ПРОЕКТНОЕ СОГЛАШЕНИЕ (РОССИЙСКАЯ ФЕДЕРАЦИЯ: ПРОЕКТ РЕКОНСТРУКЦИИ СИСТЕМЫ ВОДОСНАБЖЕНИЯ И ОХРАНЫ ОКРУЖАЮЩЕЙ СРЕДЫ Г. КАЛИНИНГРАДА) МЕЖДУ ЕВРОПЕЙСКИМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ, РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И КАЛИНИНГРАДСКИМ МУНИЦИПАЛЬНЫМ ПРЕДПРИЯТИЕМ КОММУНАЛЬНОГО ХОЗЯЙСТВА "ВОДОКАНАЛ"> (operation number 758) [англ.](Заключено в г. Калининграде 04.07.1999)

form and substance
satisfactory to the Bank, as to whether there are, or are not,
arrears in excess of 60 days on the balance sheet of the
Project Entity; and
(В) for each FY thereafter, audited in accordance with
internationally accepted auditing principles and standards
consistently applied, by independent auditors acceptable to
the Bank;
(ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each fiscal year, (A) certified copies of its financial statements for such fiscal year as so audited, and (B) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested, and (C) a statement of all financial transactions between the Project Entity and each of its subsidiaries and affiliates; and
(iii) furnish to the Bank such other information concerning such records, accounts and financial statements as well as the audit thereof, as the Bank shall from time to time reasonably request.
Section 3.02
Negative Financial Covenants
(a) The Project Entity shall not, except as the Bank and the Borrower shall otherwise agree, take any one of the following actions, other than in the ordinary course of business, and shall provide to the Bank all such information thereon as the Bank shall reasonably request:
(i) enter into any agreement or arrangement to guarantee or in any way or under any condition to become obligated for all or any part of any financial or other obligation of another person, including any subsidiary or affiliate;
(ii) enter into any transaction with any person except in the ordinary course of business, on ordinary commercial terms, and on the basis of arm"s length arrangements, or establish any sole and exclusive purchasing or sales agency, or enter into any transaction whereby the Project Entity might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its products;
(iii) enter into any partnership, profit-sharing or royalty agreement, or similar arrangement whereby the Project Entity"s income or profits are, or might be, shared with any other person;
(iv) sell, transfer, lease, or otherwise dispose of all or a substantial part of its assets (whether in a single transaction or in a series of transactions, related or otherwise) save for any disposal of assets which are not essential or desirable for the smooth operation of the primary business of the Project Entity and which in aggregate do not exceed US dollar 500,000; or
(v) undertake or permit any merger, consolidation, or reorganisation (save for any internal reorganisation that improves efficiency and/or financial condition).
(b) The Project Entity shall not, unless it shall have informed the Bank at least thirty (30) days in advance, take any one of the following actions other than in the ordinary course of business, and shall provide to the Bank all such information thereon as they shall reasonably request:
(i) enter into any management contract or similar arrangement whereby its business or operations are managed by any other person, including any-subsidiary or affiliate; or
(ii) form any subsidiary, or make or permit to exist loans or advances to, or deposits (except deposits with commercial banks in the ordinary course of business) with other persons or investments in any person, including any subsidiary or affiliate; provided, however, that the Project Entity may invest in investment grade short-term marketable securities acquired solely to make use of its unutilised resources.
Section 3.03
Other Financial Covenants
Without limiting the generality of Section 3.02 of the Project Agreement, the Project Entity shall:
(a) generate funds: generate sufficient funds to cover:
(i) the Project Entity operating and maintenance costs;
(ii) the Project Entity"s debt requirements; and
(iii) after the Last Availability Date, the capital expenditures necessary to maintain and improve the level of water and waste water services in Kaliningrad, taking into account funds provided by the City and the Region.
(b) Debt Service Coverage Ratio: from the beginning of year 2002 onwards maintain a Debt Service Coverage Ratio of no less than 1.2, Debt Service Coverage Ratio being Free Cash Flow/Debt Service <*>.
--------------------------------
<*> Free cash flow is defined as annual EBDIT [Earnings plus depreciation, +/- non-cash expense/amortisation] plus/minus the change in working capital minus agreed on capital expenditure: divided by (ii) annual debt service [interest paid plus on amortisation of principal on all debt].
(c) Debt Service Reserve Account: establish and maintain until the Loan is fully repaid a debt service reserve account at a bank acceptable to the Bank and the Borrower and:
(i) from the date 6 months before the first repayment date in respect of the Loan pursuant to Section 2.02(d) of the Loan Agreement, each month on or before the 15th day of the month pay into the Debt Service Reserve Account an amount which corresponds to on sixth (1/6) of the debt service to the Borrower under the Subsidiary Loan Agreement due on the next Interest Payment Date, unless otherwise authorised by the Bank and the Borrower; and
(ii) use the sums on the account only for debt service under the Subsidiary Loan Agreement, unless otherwise authorised by the Bank and the Borrower; and
(d) current liabilities: discharge its current liabilities as and when due or within 60 days of them falling due.
(e) tariff collection rate: Unless the Bank has given its prior written consent otherwise, the Project Entity shall increase the average monthly tariff collection rate over a FY to not less than 70 percent by the end of the 2000 FY, not less than 73 percent by the end of the 2001 FY, not less than 75 percent by the end of the 2002 FY, and not less than 80 percent by the end of any subsequent FY;
(f) cash collection rate: Unless the Bank has given its prior written consent otherwise, the Project Entity shall ensure that the average monthly cash collection rate over a FY is not less than 45 percent by the end of the 2000 FY, not less than 50 percent by the end of the 2001 FY, not less than 55 percent by the end of the 2002 FY and not less than 60 percent thereafter;
(g) tariffs - general: Unless the Bank has given its prior written consent otherwise, the Project Entity shall work with the City and the Region as necessary to ensure a tariff system for water and waste water services based on the principle of full cost recovery for all consumer categories is in place by the year 2003 as provided in the Presidential Decree on Russian Housing Reform (No 425 of 28 April 1997).
Section 3.04
Negative Pledge
The Project Entity undertakes that, except as the Bank shall otherwise agree:
(a) if the Project Entity creates any lien on any of its assets as security for any debt, such lien will equally and rateably secure the payment of the principal amount of, and interest and other charges on, the Subsidiary Loan, and in the creation of any such lien express provision will be made to that effect, at no cost to the Bank; and
(b) if any statutory lien is created on any assets of the Project Entity as security for any debt, the Project Entity shall grant at no cost to the Bank an equivalent lien satisfactory to the Bank to secure the payment of the principal amount of, and interest and other charges on, the Subsidiary Loan;
(c) the foregoing undertakings shall not apply to:
(i) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of that property or as security for the payment of debt incurred for the purpose of financing the purchase of such property; and
(ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date.
Section 3.05
Conduct of Business and Operations
The Project Entity shall, except as the Bank shall otherwise agree,
(a) conduct its business and operations (i) in accordance with sound administrative, financial, engineering, and other relevant standards and practices, (ii) with due regard to ecological and environmental factors, and (iii) with due regard to all its principal operating policies;
(b) promptly take all action within its powers to maintain its legal existence, to carry on its operations, and to acquire, maintain, and renew all rights, properties, powers, privileges, and franchises that are necessary for the conduct of its business, including the carrying out of the Project;
(c) promptly notify the Bank of any proposal to amend, suspend, or repeal any provision of its Statutes and shall afford the Bank an adequate opportunity to comment on such proposal prior to taking any action thereon;
(d) take out and maintain with responsible insurers, or make other provisions satisfactory to the Bank in respect of, insurance of its property against such risks and in such amounts as shall be consistent with appropriate practice in the Russian Federation;
(e) at all times operate and maintain its plant, facilities, equipment, and other property in good working order and promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound business and financial practice;
(f) enter into a service agreement with the City on or before the date 6 months after the effectiveness of the agreement with the Corporate Partner referred to in Section 2.06(a) of the Project Agreement and take full operational responsibility for the water supply and waste water services in the Kaliningrad service area under such agreement;
(g) implement the Project essentially as described in Schedule 1 to the Loan Agreement; and
(h) ensure that the key management positions in the Project Entity are at all times staffed by appropriately qualified and experienced individuals.
Article IV. EFFECTIVE DATE; TERMINATION;
CANCELLATION AND SUSPENSION
Section 4.01
Effective Date
The Project Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective.
Section 4.02
Termination
The Project Agreement and all obligations of the Bank, the Borrower and the Project Entity hereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify the Project Entity and the Borrower thereof.
Section 4.03
Cancellation; Suspension
All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under Article IV of the Loan Agreement.
Article V. MISCELLANEOUS
Section 5.01
Notices
(a) The following addresses are specified for the purposes of Section 10.01 of the Standard Terms and Conditions:
For the Project Entity:
Kaliningrad Municipal Water and Waste Water Services Enterprise "Vodokanal"
Attention: The Director General of the Project Entity
Komsomolskaya Street 12
Kaliningrad, 136000
Russian Federation
Telephone: 007 0112 21 47 94
Telefax: 007 0112 21 92 18
For the Bank:
European Bank for Reconstruction and Development
Attention: Operation Administration Unit
One Exchange Square
London EC2A 2JN
England
Telephone: (44-71) 338 6000
Telefax: (44-71) 338 6100
Telex: 881 2161
(b) The Bank and the Project Entity agree that each notice or request that they send to each other in accordance with Section 10.01 of the Standard Terms and Conditions shall be copied to the Borrower at the Borrower"s address specified in the Loan Agreement, or at any other address as the Borrower shall have specified in writing to the party giving the notice or making the request. Except as otherwise provided in the EBRD Disbursement Handbook (for Drawdown applications and related matters), such delivery may be made by hand, mail, telex or facsimile transmission. Deliveries made by telex or facsimile transmission shall also be confirmed by mail.
In witness whereof the parties hereto, acting through their duly authorised representatives, have caused the Loan Agreement to be signed in six copies and delivered at London, England as of the day and year first above written.
(Follow the signatures)

<КРЕДИТНОЕ СОГЛАШЕНИЕ (РОССИЙСКАЯ ФЕДЕРАЦИЯ: ПРОЕКТ РЕКОНСТРУКЦИИ СИСТЕМЫ ВОДОСНАБЖЕНИЯ И ОХРАНЫ ОКРУЖАЮЩЕЙ СРЕДЫ Г. КАЛИНИНГРАДА) МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И ЕВРОПЕЙСКИМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ (ЕБРР)> [англ.](Вместе с <ОПИСАНИЕМ ПРОЕКТА>)(Заключено в г. Калининграде 04.07.1999)  »
Международное законодательство »
Читайте также